Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, 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, which we refer to as 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, which we refer to as 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.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses, summarizes the general material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will describe issue any senior debt securities under the specific senior indenture that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to being offered will 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of 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 indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the 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 subsidiariesshall control. We may issue senior debt securities sell from time to time, in one or more series offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The We have filed forms of senior indenture and subordinated indenture are filed these documents as exhibits to the registration statement statement, of which this prospectus forms is a part. The We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, or the Trust Indenture Act, as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the subordinated indenture indentures are referred to individually as an indenture subject to, 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 qualified in their entirety by reference to, all 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 indenture applicable to a 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 series 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, in one or more series series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that any debt securities we issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement filed with regard to such unindentured debt securities. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a part. The Together, the senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and and, together, the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the specific text provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. Neither If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture indenture, if any, 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.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, in one or more series under a series, which may be either senior indenture or subordinated debt and may be convertible into or exchangeable for our capital stock. Any senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. Any subordinated debt securities will be subordinate and junior in right of payment, to be entered into between us the extent and a senior trustee to be named in a the manner described in the instrument governing such debt securities and the applicable prospectus supplement, to all or some portion of our indebtedness. Any convertible debt securities that we issue will be convertible into or exchangeable for our Common Stock or other securities of ours. Any such conversion may be mandatory or at the holder’s option and would be on terms and at a conversion rate or rates set forth in the instrument governing the applicable debt securities and the prospectus supplement relating to such debt securities. Currently, although we have substantial indebtedness, we do not have any outstanding debt securities, other than our outstanding $102.7 million of Series A Bonds due 2027, which were issued in February 2022 in an offering to investors in Israel. The following description sets forth certain general terms and provisions of the debt securities that we refer to as the senior trustee. We may issue subordinated pursuant to this prospectus and the indenture under which such debt securities from time to timemay be issued. This description of the indenture and the debt securities is a summary only and is incomplete and subject to, and qualified 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 supplementits entirety by reference to, the provisions of the indenture, which we refer to has been filed with the SEC as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The senior indenture , and the subordinated indenture are referred to individually each applicable supplemental indenture, as an indenture and together well 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 debt securities being offered. While we expect the terms summarized below to apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in its entirety by the specific text of the indentures, including definitions of terms used more detail 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 terms of any debt securities offered under a prospectus supplement may differ from the indentures that are filed terms described below, and therefore the prospectus supplement for a particular series of debt securities may add, update or change the terms of the debt securities as exhibits described below. We urge you to carefully read any applicable prospectus supplements. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, forms a part for additional information. Neither of any debt securities being offered and each applicable supplemental indenture will limit the amount under which any series of debt securities that we may issue. The applicable indenture will provide that be issued, setting forth the specific terms of such series of 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and a specified trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to such debt securities. Accordingly, for a description of the series terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement relating thereto and any applicable free writing prospectus that we authorize to be deliveredthe following description. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless A form of the context otherwise requires or indenture (as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and the subordinated indenture are referred to individually as described in 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 inaccompanying prospectus supplement relating thereto, 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 without limit as to an aggregate principal amount authorized amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us and a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • the title of the series; • the price or prices (expressed as a percentage of the principal amount thereof) at which the debt securities will be issued; • any limit upon the aggregate principal amount of the debt securities which may be authenticated and delivered; • the date or dates or the method by which such date or dates will be determined on which the principal of the debt securities is payable; • the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates, at which the debt securities shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months; • the place or places where the principal of and interest, if any, on the debt securities shall be payable, or the method of such payment, if by wire transfer, mail or other means; • if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at the option of the Company; • the obligation, if any, of the Company to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder and the period or periods within which, the price or prices at which and the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; • the dates, if any, on which and the price or prices at which the debt securities will be repurchased by the Company at the option of the holders; • if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable; • the forms of the debt securities and whether the debt securities will be issuable as global securities; • if other than the principal amount thereof, the portion of the principal amount of the debt securities that shall be payable upon declaration of acceleration of the maturity; • if other than United States dollars, the currency of denomination of the debt securities; • if other than United States dollars, the designation of the currency, currencies or currency unit designated by us units in which payment of the principal of and interest, if any, on the debt securities will be made; • if payments of principal of or interest, if any, on the debt securities are to be made in one or more currencies or currency units other than that or those in which such debt securities are denominated, the manner in which the exchange rate with respect to such payments will be determined; • the manner in which the amounts of payment of principal of or interest, if any, on the debt securities will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; • the provisions, if any, relating to any security provided for the debt securities; • the provisions, if any, relating to any guarantees of the debt securities; • any addition to or change in the events of default which applies to any debt securities and any change in the right of the trustee or the requisite holders of such debt securities to declare the principal amount thereof due and payable; • any addition to or change in the covenants set forth in the indenture; • any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the indenture, but which may modify or delete any provision of the indenture insofar as it applies to such series); • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt securities; • the date as of which any temporary global security representing outstanding securities shall be dated if other than the date of original issuance of the first debt security of the series to be issued; • the applicability, if any, of the defeasance and covenant defeasance to the debt securities and any provisions in modification of, in addition to or in lieu of any of such provisions; • if the debt securities are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary debt security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; • if the debt securities are to be issued upon the exercise of debt warrants, the time, manner and place for such debt securities to be authenticated and delivered; • whether and under what circumstances the Company will pay “additional amounts” on the debt securities to any holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company will have the option to redeem such debt securities rather than pay such additional amounts (and the terms of any such option); • the obligation, if any, of the Company to permit the debt securities to be converted into or exchanged for common stock of the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange shall be effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares for purposes of conversion or exchange); • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the debt securities or property into which such debt securities are convertible or exchangeable; • whether the debt securities are senior debt securities or subordinate debt securities and, if subordinate, the terms of such subordination; and • the applicability, if any, of the guarantee provision of the indenture and any provisions in modification, in addition to or in lieu of any of such provisions. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we may include in any applicable prospectus supplements and in any related free writing prospectuses, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. While the terms summarized below will apply generally to any debt securities that we may offer, we will describe the particular terms of any debt securities in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. We may issue debt securities from time to time in one or more distinct series. The debt securities will be senior debt securities and will be issued under an indenture between us and a trustee. If we issue debt securities pursuant to an indenture, in the applicable prospectus supplement we will specify the trustee under such indenture. We will describe include in a supplement to this prospectus the specific terms of debt securities being offered, including the terms, if any, on which debt securities may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of debt securities and any indentures are summaries of these provisions and are subject to, and are qualified in their entirety by reference to, all of the provisions of the debt securities and the extentindentures (including any amendments or supplements we may enter into from time to time which are permitted under the debt securities or any indenture). Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of the Company and will rank equally with any of our other senior and unsubordinated debt. The applicable prospectus supplement will set forth the terms of the debt securities or any series thereof, including, if applicable: • the title of the debt securities; • any limit upon the aggregate principal amount of the debt securities; • the date or dates on which the principal amount of the debt securities will mature; • if the debt securities bear interest, the rate or rates at which the debt securities bear interest and the date or dates from which interest will accrue; • if the debt securities bear interest, the dates on which interest will be payable and the regular record dates for interest payments; • the place or places where the payment of principal, any premium and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served; • the price at which we originally issue the debt security, expressed as a percentage of the principal amount, and the original issue date; • any optional redemption provisions, which would allow us to redeem the debt securities in whole or in part; • any sinking fund or other provisions that would obligate us to redeem, repay or purchase the debt securities; • if the currency in which the debt securities will be issuable is U.S. dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof; • if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities; • the events of default and covenants relevant to the debt securities, including the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of default or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities; • the name and location of the corporate trust office of the applicable trustee under the indenture for such series of notes; • if other than U.S. dollars, the currency in which the debt securities will be paid or denominated; • if the debt securities are to be payable, at our election or the election of a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable; • the designation of the original currency determination agent, if any; • if the debt securities do not bear interest, the dates on which we will furnish to the applicable trustee the names and addresses of the holders of the debt securities; • if the debt security is also an original issue discount debt security, the yield to maturity; • if other than as set forth in an indenture, provisions for the satisfaction and discharge or defeasance or covenant defeasance of that indenture with respect to the debt securities issued under that indenture; • the date as of which any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued; • whether and under what circumstances we will pay additional amounts to non-U.S. holders in respect of any tax assessment or government charge; • whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary and, if applicable, the exchange date; • if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive debt securities will be registered securities or will be in global form and provisions relating to the payment of interest in respect of any portion of a global security payable in respect of an interest payment date prior to the exchange date; • the assets, if any, that will be pledged as security for the payment of the debt security; • the forms of the debt securities; and • any other terms of the debt securities, which terms shall not be inconsistent with the requirements of the Trust Indenture Act of 1939, as amended. In addition, any debt securities offered hereby may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The applicable prospectus supplement will set forth the terms and conditions of such conversion or exchange, including, if applicable: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or that of the holder to which convert or exchange the general debt securities; • events requiring adjustment to the conversion or exchange price; and • provisions summarized below apply affecting conversion or exchange in the event of our redemption of such debt securities. This prospectus is part of a registration statement that provides that we may issue debt securities from time to time in one or more series under one or more indentures, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture. We intend to disclose any restrictive covenants for any issuance or series of debt securities in the 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, 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, which we refer to as 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, which we refer to as 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.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. General We will describe the specific terms of issue the debt securities offered by this prospectus and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the accompanying 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, in one or more series under a senior an indenture to be entered into between us and a senior the trustee to be named identified in a prospectus supplement, which we refer to as 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, which we refer to as 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 terms of the indentures that are debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the form of indenture as exhibits an exhibit to the registration statement of in which this prospectus forms a part for additional informationis included. Neither The indenture will limit be subject to and governed by the amount terms of debt securities that we the Trust Indenture Act of 1939. We may issue. The applicable indenture will provide that debt securities may be issued offer under this prospectus up to an aggregate principal amount authorized from time to time by us and of $150,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate public offering price of up to $150,000,000, subject to any applicable limitations of General Instruction I.B.6. of Form S-3. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency unit designated by us units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the indenture; • any events of default, if not otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement will be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtedness.

DESCRIPTION OF DEBT SECURITIES. We General The debt securities that we may offer by this prospectus consist of notes, debentures, or other evidences of indebtedness. The debt securities which may constitute either senior or subordinated debt securities, and in either case may be senior either secured or subordinatedunsecured. We refer to the senior Any debt securities that we offer and the subordinated sell will be our direct obligations. Debt securities may be issued in one or more series. All debt securities collectively as debt securities. The following description summarizes of any one series need not be issued at the general terms same time, and provisions of the debt securities. We will describe the specific terms of the debt securities and the extentunless otherwise provided, if any, to which the general provisions summarized below apply to any a series of debt securities in may be reopened, with the prospectus supplement relating to required consent of 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 sectionholders of outstanding debt securities, we mean Blue Apron Holdings, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiaries. We may issue senior for issuance of additional debt securities from time of that series or to time, in one or more establish additional terms of that series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated of debt securities from time (with such additional terms applicable only to time, in one unissued or more series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeadditional debt securities of that series). The forms form of senior indenture and subordinated indenture are has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is 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 part and is qualified in its entirety by subject to any amendments or supplements that we may enter into with the specific text of the indenturestrustee(s), including definitions of terms used in the indentures. Wherever however, 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 may issue debt securities not subject to the registration statement of which this prospectus forms a part for additional information. Neither indenture will limit the amount provided such terms of debt securities that we may issueare not otherwise required to be set forth in the indenture. The material terms of the indenture are summarized below and we refer you to the indenture for a detailed description of these material terms. Additional or different provisions that are applicable indenture to a particular series of debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable, the following: ● the title of the debt securities, including, as applicable, whether the debt securities will provide be issued as senior debt securities, senior subordinated debt securities or subordinated debt securities, any subordination provisions particular to the series of debt securities; ● any limit on the aggregate principal amount of the debt securities; ● whether the debt securities are senior debt securities or subordinated debt securities and applicable subordination provisions, if any; ● whether the debt securities will be secured or unsecured; ● if other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount at which we will sell the debt securities, such as an original issuance discount; ● the date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable; ● the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case of registered securities, the record dates for the determination of holders to whom interest is payable; ● the place or places where the principal of and any premium or interest on the debt securities will be payable and where the debt securities may be issued up surrendered for conversion or exchange; ● whether we may, at our option, redeem the debt securities, and if so, the price or prices at which, the period or periods within which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant to an any sinking fund or otherwise; ● if other than 100% of the aggregate principal amount authorized from time thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable; ● any obligation we may have to time by us redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities; ● the issuance of debt securities as registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances under which any such exchanges, if permitted, may be payable made; ● the denominations, which may be in United States Dollars or in any foreign currency, in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; ● whether the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale, delivery or exchange of the debt securities; ● if other than United States Dollars, the currency or currency unit designated by us currencies in which payments of principal, interest and other amounts payable with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may be; ● whether the debt securities may be issuable in amounts tranches; ● the obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged; ● if other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities; ● any deletions from, modifications of or additions to the events of default with respect to the debt securities or the right of the Trustee or the holders of the debt securities in connection with events of default; ● any deletions from, modifications of or additions to the covenants with respect to the debt securities; ● if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined by with reference to an index, the manner in which such amount will be determined; ● whether the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such depositary or its nominee, and any other provisions regarding such debt securities; ● whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of the debt securities who is not a United States person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any such option; ● whether the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms of any related security, pledge or other agreements; ● the persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor; and ● any other material terms or conditions upon which the debt securities will be issued.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, in one or more series series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you. The terms of any debt securities offered under a senior prospectus supplement may differ from the terms described below. We refer to the indenture to be entered into between us and a senior trustee to be named in a prospectus supplementwe would enter if we issued new debt securities as the indenture. Unless the context requires otherwise, which whenever we refer to as the senior trusteeindenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We may will issue subordinated the debt securities from time to time, in one or more series under a subordinated the indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of senior indenture debt securities containing the terms (which terms have not currently been determined and subordinated indenture are not currently known) of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The senior indenture summary below 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 that contained in any prospectus supplement is qualified in its entirety by the specific text reference to all of the indentures, including definitions provisions of terms used in the indenturesindenture applicable to a particular series of debt securities. Wherever we refer We urge you to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review the indentures that are filed as exhibits supplements and any related free writing prospectuses related 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 offer under this prospectus, as well as the complete indenture will provide that contains the terms of the 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus, summarizes the certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities. We , we will describe the specific terms of the debt securities and series in a supplement to this prospectus. We will also indicate in the extent, if any, supplement to which what extent the general terms and provisions summarized below described in this prospectus apply to any a particular series of debt securities in the 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 subsidiariessecurities. We may issue senior debt securities from time either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to timethis prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series series. The debt securities will be issued under a senior an indenture to be entered into between us and a senior trustee third party to be named in a prospectus supplement, which we refer to identified therein as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under a subordinated have summarized select portions of the indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteebelow. The forms summary is not complete. The form of senior the indenture and subordinated indenture are has been filed as exhibits an exhibit to the registration statement of which this prospectus forms a partand you should read the indenture for provisions that may be important to you. The senior indenture and In the subordinated indenture are referred summary below, we have included references 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 numbers of the provisions of the indentures and is qualified in its entirety by the specific text of the indentures, including definitions of indenture so that you can easily locate these provisions. Capitalized terms used in the indenturessummary and not defined herein have the meanings specified in the indenture. Wherever we refer to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in We may offer under 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 of $75,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be payable sold for an aggregate initial public offering price of up to $75,000,000. Unless otherwise specified in any currency or currency unit designated by us or in amounts determined by reference to an indexthe applicable prospectus supplement, the debt securities will represent direct, unsecured obligations of the Company and will rank equally with all of our other unsecured indebtedness.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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 timesecurities, in one or more series series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under a senior indenture to be entered into one or more indentures, which are contracts between us and a senior trustee national banking association or other eligible party, as trustee. While the terms we have summarized below will apply generally to be named any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in a prospectus supplement, which we refer to as supplement (and any free writing prospectus). We will issue the senior trusteenotes under the senior indenture that we will enter into with the trustee named in the senior indenture. We may will issue the subordinated debt securities from time to time, in one or more series notes under a the subordinated indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The We will file forms of senior indenture and subordinated indenture are filed these documents as exhibits to an amendment to the registration statement of which this prospectus forms is a part. The We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “indenture are referred trustee” to individually as an indenture and together as the indentures and refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the subordinated trustee indentures are referred not complete and are qualified in their entirety by reference to individually as a trustee and together as the trustees. This section summarizes some all of the provisions of the indentures and is qualified in its entirety by the specific text indenture applicable to a particular series of the indentures, including definitions of terms used in the indenturesdebt securities. 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 You should read the applicable prospectus supplement. You should review supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that are contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part for additional informationor will be incorporated by reference from reports that we file with the Commission. Neither Except as we may otherwise indicate, the terms of the senior indenture will limit and the amount subordinated indenture are identical. The following are some of the terms relating to a series of debt securities that could be described in a prospectus supplement: • title; • principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be; • maturity date; • principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • annual interest rate, which may issue. The be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether the debt securities will be secured or unsecured, and the terms of any secured debt; • terms of the subordination of any series of subordinated debt; • place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment of interest and the maximum length of any such deferral period; • date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions; • provisions for a sinking fund, purchase or other analogous fund, if any; • date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; • whether the indenture will provide restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; • whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • procedures for any auction or remarketing, if any; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • if other than dollars, the currency in which the series of debt securities will be denominated; and • any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. Conversion or Exchange Rights We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be issued up convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to an aggregate principal amount authorized from time whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to time by us and may which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be payable subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in any currency the event of our merger or currency unit designated by us or in amounts determined by reference to an indexconsolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and U.S. Bank National Association, as trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to such debt securities. Accordingly, for a description of the series terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement relating thereto and any applicable free writing prospectus that we authorize to be deliveredthe following description. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless A form of the context otherwise requires or indenture (as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and the subordinated indenture are referred to individually as described in 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 inaccompanying prospectus supplement relating thereto, 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 without limit as to an aggregate principal amount authorized amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us and a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible into shares of our common stock or preferred stock and the terms and conditions upon which a conversion will be effected, including the initial conversion price or rate and the conversion period; • if convertible, the portion of the principal amount that is convertible into common stock or preferred stock, or the method by which any portion will be determined; • if convertible, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined, the person to whom the interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will be payable, where they may be surrendered for conversion or registration of transfer or exchange and where notices or demands to or upon us may be served; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and payable, which may be a foreign currency unit designated by us or in amounts units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based upon a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default or covenants set forth in the indenture; • any provisions for collateral security for their repayment; • whether they will be issued in certificated or book-entry form; • whether they will be in registered or bearer form and, if in registered form, the denominations if other than $1,000 and any integral multiple thereof and, if in bearer form, the denominations and related terms and conditions; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and U.S. Bank Trust Company, National Association, as trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939, as amended (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to such debt securities. Accordingly, for a description of the series terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement relating thereto and any applicable free writing prospectus that we authorize to be deliveredthe following description. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless A form of the context otherwise requires or indenture (as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and the subordinated indenture are referred to individually as described in 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 inaccompanying prospectus supplement relating thereto, 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 without limit as to an aggregate principal amount authorized amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us and a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities (including their ranking and terms of any subordination provisions); • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible into shares of our common stock or preferred stock and the terms and conditions upon which a conversion will be effected, including the initial conversion price or rate and the conversion period; • if convertible or exchangeable, the portion of the principal amount that is convertible or exchangeable into common stock or preferred stock, or the method by which any portion will be determined; • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; 17 • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined, the person to whom the interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will be payable, where they may be surrendered for conversion or registration of transfer or exchange and where notices or demands to or upon us may be served; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and payable, which may be a foreign currency unit designated by us or in amounts units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based upon a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default or covenants set forth in the indenture; • any provisions for collateral security or guarantees for their repayment; • whether they will be issued in certificated or book-entry form; • whether they will be in registered or bearer form and, if in registered form, the denominations if other than $1,000 and any integral multiple thereof and, if in bearer form, the denominations and related terms and conditions; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses, summarizes the general material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. As of the date of this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will describe issue any senior debt securities under the specific senior indenture that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to being offered will 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of 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 indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes describes the general terms and provisions of the debt securities we may offer. When we offer to sell particular debt securities. We , we will describe the specific terms of the any debt securities and offered from time to time in a supplement to this prospectus, which may supplement or change the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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 subsidiariesterms outlined below. We may issue secured or unsecured and senior or subordinated debt securities. Particular debt securities may have different terms. The senior debt securities from time to time, in will be issued under one or more series under senior indentures, dated as of a senior indenture date prior to be entered into such issuance, between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities amended or supplemented from time to time, in . Any subordinated debt securities will be issued under one or more series under subordinated indentures, dated as of a subordinated indenture date prior to be entered into such issuance, between us and a subordinated trustee to be named in a prospectus supplement, which we refer as amended or supplemented from time to as the subordinated trusteetime. The indentures will be subject to and governed by the United States Trust Indenture Act of 1939. We have filed with the SEC forms of senior indenture and subordinated indenture are filed these documents as exhibits to the registration statement of which this prospectus forms a part. The senior indenture For the complete terms of the debt securities, you should refer to the applicable prospectus supplement and the subordinated indenture are referred form of indentures for those particular debt securities. We encourage you to individually as an indenture and together as read the indentures applicable prospectus supplement and the senior trustee form of indenture for those particular debt securities before you purchase any of our debt securities. If we offer debt securities, we will describe the specific terms of the debt securities in a prospectus supplement, including: the title of the debt securities; the aggregate principal amount of the debt securities, the percentage of the principal amount at which the debt securities will be issued and the subordinated trustee are referred to individually as a trustee and together as date or dates when the trustees. This section summarizes some principal of the provisions debt securities will be payable or how those dates will be determined; whether the amount of the indentures and is qualified in its entirety by the specific text payments of the indentures, including definitions of terms used in the indentures. Wherever we refer to particular sections principal of, or defined terms inpremium, if any, or interest on, the indenturesdebt securities will be determined with reference to an index, those sections formula or defined terms are incorporated by reference in this prospectus other method, which could be based on one or the applicable prospectus supplement. You should review the indentures that are filed as exhibits more commodities, equity indices or other indices, and how these amounts will be determined; provisions with respect to the registration statement subordination of which this prospectus forms a part for additional information. Neither indenture will limit the amount rights of holders of the debt securities to other security holders or creditors; whether such debt securities will be convertible into or exchangeable for any other securities and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable and any applicable limitations on ownership or transferability of such other securities received on conversion; the person to whom any interest in a debt security will be payable, if other than the registered holder at the close of business on the regular record date; the interest rate or rates, which may be fixed or variable, that we may issue. The applicable indenture the debt securities will provide that bear, if any, and how the rate or rates will be determined; the date or dates from which any interest will accrue or how the date or dates will be determined, the date or dates on which any interest will be payable, any regular record dates for these payments or how these dates will be determined and the basis on which any interest will be calculated, if other than on the basis of a 360-day year of twelve 30-day months; the place or places of payment, transfer, conversion and exchange of the debt securities and where notices or demands to or upon us in respect of the debt securities may be served; any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events, including but not limited to any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payments of such debt security, or the method for determining the make-whole amount; any optional redemption provisions; provisions relating to subsidiary guarantees, if any; any sinking fund or other provisions that would obligate us to repurchase or redeem the debt securities; any changes or additions to the events of default under the applicable indenture or our covenants, including additions of any restrictive covenants, with respect to the debt securities; any changes or additions to the provisions concerning defeasance and covenant defeasance contained in the indentures that will be applicable to the debt securities; if other than the trustee, the name of any paying agent, security registrar and transfer agent for the debt securities; if the debt securities are not to be issued up in book-entry form only and held by The Depository Trust Company, or DTC, as depositary, the form of such debt securities, including whether such debt securities are to an aggregate principal amount authorized from time to time by us be issuable in permanent or temporary global form, as registered securities, bearer securities or both, any restrictions on the offer, sale or delivery of bearer securities and the terms, if any, upon which bearer securities may be payable in any exchanged for registered securities and vice versa, if permitted by applicable law and regulations; the currency or currency unit designated by currencies of such debt securities; the denomination or denominations that the debt securities will be issued, if other than denominations of $1,000 or any integral multiples in the case of the registered securities and $5,000 or any integral multiples in the case of the bearer securities; whether and under what circumstances we will pay additional amounts to holders in respect of any tax assessment or government charge, and, if so, whether we will have the option to redeem the debt securities rather than pay such additional amounts; and the name of the trustee and the nature of any material relationship with us or in amounts determined by reference any of our affiliates, and the percentage of debt securities of the class necessary to an indexrequire the trustee to take action.

DESCRIPTION OF DEBT SECURITIES. We may offer The debt securities which may will be senior or subordinatedour direct general obligations. We refer to the The debt securities will be either senior debt securities and the or subordinated debt securities collectively as debt and may be secured or unsecured and may be convertible into other securities, including our ordinary shares. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to will 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, in issued under one or more series separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trusteeindenture. We may issue subordinated Subordinated debt securities from time to time, in one or more series will be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as indenture. Each of 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 is referred to individually as an indenture and together collectively as the indentures and indentures. Each of the senior debt trustee and the subordinated debt trustee are is referred to individually as a trustee and together collectively as the trustees. This section summarizes some The material terms of the provisions of the indentures and is qualified any indenture will be set forth 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 We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures that are filed subject to and governed by the Trust Indenture Act of 1939, as exhibits amended. The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to the registration statement of which this prospectus forms a part for additional informationsubordination. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that We may issue debt securities may be issued up to an aggregate principal amount authorized as we may authorize from time to time by us time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currency unit designated by us currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in amounts determined by reference to an indexthe applicable indenture.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may issue and the extentrelated indenture, if any, is only a summary. This description and the description contained in any prospectus supplement are subject to and qualified in their entirety by reference to the applicable indentures, which will be incorporated by reference as exhibits to the general provisions summarized below apply to any series registration statement of which this prospectus is a part. We may offer secured or unsecured debt securities in one or more series which may be senior, subordinated or junior subordinated, and which may be convertible or exchangeable into another security. Unless otherwise specified in the applicable prospectus supplement relating to supplement, 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, will be issued in one or more series under a senior indenture to be entered into the Indenture, dated June 21, 2019, between us and U.S. Bank, N.A. (the “Indenture”), and the specific terms applicable to such debt securities will be set forth in an supplement to such Indenture and in the applicable debt securities in accordance with the Trust Indenture Act of 1939, as amended (the “TIA”). The following description of selected provisions of the Indenture and the debt securities that may be issued thereunder is not complete, and the description of the selected terms of a senior trustee to specific series of debt securities included in the applicable prospectus supplement also will not be named in a prospectus supplementcomplete. You should review the form of the Indenture, any supplemental indentures and the form of the applicable debt security, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one forms have been or more series under a subordinated indenture to will be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a part, or as exhibits to documents which have been or will be incorporated by reference in this base prospectus. To obtain a copy of the form of the Indenture or the form of the applicable debt securities, see “Where You Can Find More Information” in this prospectus. The senior indenture following description of debt securities and the subordinated indenture description of the debt securities of the particular series in the applicable prospectus supplement are referred qualified in their entirety by reference 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 all of the provisions of the Indenture, any supplemental indentures and is qualified in its entirety by the specific text of the indenturesapplicable debt securities, which provisions, including definitions of terms used in the indentures. Wherever we refer to particular sections ofdefined terms, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or prospectus. Capitalized terms used but not defined in this section shall have the applicable prospectus supplement. You should review meanings assigned to those terms in 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 indexIndenture.

DESCRIPTION OF DEBT SECURITIES. We may offer General The debt securities which may offered by this prospectus will be senior or subordinatedour direct unsecured general obligations. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the This prospectus describes certain general terms and provisions of the debt securitiessecurities offered through this prospectus. We In the following discussion, we refer to any of our direct unsecured general obligations as the “Debt Securities.” When we offer to sell a particular series of Debt Securities, we will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any that series of debt securities in the a prospectus supplement relating to the series and or any applicable free writing prospectus that we authorize to prospectus. The Debt Securities will 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, in one or more series issued under a senior indenture to be entered into an open-ended Indenture (for Debt Securities) between us and a senior trustee to be named in a prospectus supplement, which elected by us at or about the time we refer to as 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, which we refer to as the subordinated trusteeoffer our Debt Securities. The forms of senior indenture and subordinated indenture are filed as exhibits to open-ended Indenture (for Debt Securities) is incorporated by reference into the registration statement of which this prospectus forms is a partpart and is filed as an exhibit to the registration statement. In this prospectus we refer to the Indenture (for Debt Securities) as the “Debt Securities Indenture.” We refer to the trustee under any Debt Securities Indenture as the “Debt Securities Trustee.” The prospectus supplement or any free writing prospectus applicable to a particular series of Debt Securities may state that a particular series of Debt Securities will be our subordinated obligations. The senior indenture and the subordinated indenture are form of Debt Securities Indenture referred to individually as an above includes optional provisions (designated by brackets (“[ ]”)) that we would expect to appear in a separate indenture and together for subordinated debt securities in the event we issue subordinated debt securities. In the following discussion, we refer to any of our subordinated obligations as the indentures “Subordinated Debt Securities.” Unless the applicable prospectus supplement or any free writing prospectus provides otherwise, we will use a separate Debt Securities Indenture for any Subordinated Debt Securities that we may issue. Our Debt Securities Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and you should refer to the senior trustee and Trust Indenture Act for the subordinated trustee are referred provisions that apply to individually as a trustee and together as the trusteesDebt Securities. This section summarizes some of the We have summarized selected provisions of the indentures Debt Securities Indenture below. Each Debt Securities Indenture will be independent of any other Debt Securities Indenture unless otherwise stated in a prospectus supplement or any free writing prospectus. The summary that follows is not complete and the summary is qualified in its entirety by reference to the specific text provisions of the applicable Debt Securities Indenture. You should consult the applicable Debt Securities, Debt Securities Indenture, any supplemental indentures, including definitions of terms used in officers’ certificates and other related documents for more complete information on the indenturesDebt Securities. Wherever we refer to particular sections ofThese documents appear as exhibits to, 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 into, the registration statement of which this prospectus forms is a part part, or will appear as exhibits to other documents that we will file with the SEC, which will be incorporated by reference into this prospectus. In the summary below, we have included references to applicable section numbers of the Debt Securities Indenture so that you can easily locate these provisions. Ranking Our Debt Securities that are not designated Subordinated Debt Securities will be effectively subordinated to all secured indebtedness that we have outstanding from time to time to the extent of the value of the collateral securing such secured indebtedness. Our Debt Securities that are designated Subordinated Debt Securities will be subordinate to all outstanding secured indebtedness as well as Debt Securities that are not designated Subordinated Debt Securities. The Indenture (for additional information. Neither indenture will Debt Securities) does not limit the amount of debt securities secured indebtedness that we may issueissue or incur. The applicable indenture We conduct substantially all of our operations, and make substantially all of our investments, through our operating partnership and its subsidiaries. Our ability to meet our financial obligations with respect to any future Debt Securities, and cash needs generally, is dependent on our operating cash flow, our ability to access various sources of short- and long-term liquidity, including our bank facilities, the capital markets and distributions from our subsidiaries. Holders of our Debt Securities will provide that effectively have a junior position to claims of creditors of our subsidiaries, including trade creditors, debt securities may be issued up to an aggregate principal amount authorized from time to time by us holders, secured creditors, taxing authorities and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexguarantee holders.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes This section describes the general terms and provisions of the our debt securities that we may issue from time to time. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. We While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, the applicable prospectus supplement or free writing prospectus will describe the specific terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we are also referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. We will issue any subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to being offered will 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete applicable indenture that contains the terms of the debt securities. Except as we may otherwise indicate, the terms of 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 indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities which that we may be senior or subordinatedoffer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. We The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the senior debt securities and indentures, we also are referring to any supplemental indentures that specify the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the a particular series of debt securities. We will describe issue the specific senior debt securities under the senior indenture that we will enter into with the trustee named in the senior indenture. We will issue the subordinated debt securities under the subordinated indenture that we will enter into with the trustee named in the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”). We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. We have filed forms of indentures as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to being offered will 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of 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 indexidentical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to General The following description of the terms of our senior debt securities and the subordinated debt securities collectively (together, referred to as the “debt securities. The following description summarizes the ”), sets forth certain general terms and provisions of the debt securities to which any prospectus supplement may relate. Unless otherwise noted, the general terms and provisions of our debt securities discussed below apply to both our senior debt securities and our subordinated debt securities. We will describe the specific Our debt securities may be issued from time to time in one or more series. The particular terms of the any series of debt securities and the extent, if any, extent to which the general provisions summarized below may apply to any a particular series of debt securities will be described in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredseries. 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 The senior debt securities from time to time, in one or more series will be issued under a an indenture (the “senior indenture to be entered into indenture”) between us and a senior Senior Indenture trustee to be named in a prospectus supplement, which we refer to as (the senior trustee“Senior Indenture Trustee”). We may issue The subordinated debt securities from time to timewill be issued under an indenture (the “subordinated indenture” and, in one or more series under a subordinated indenture to be entered into together with the senior indenture, the “indentures”) between us and a Subordinated Indenture trustee (the “Subordinated Indenture Trustee”). The Senior Indenture Trustee and the Subordinated Indenture Trustee are both referred to, individually, as the “trustee”. The senior debt securities will constitute our unsecured and unsubordinated obligations and the subordinated trustee debt securities will constitute our unsecured and subordinated obligations. A detailed description of the subordination provisions is provided below under the caption “- Ranking and Subordination - Subordination.” In general, however, if we declare bankruptcy, holders of the senior debt securities will be paid in full before the holders of subordinated debt securities will receive anything. The statements set forth below are brief summaries of certain provisions contained in the indentures, which summaries do not purport to be named complete and are qualified in a prospectus supplementtheir entirety by reference to the forms of indentures, which we refer to as 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 Terms used herein that are otherwise not defined shall have the subordinated indenture are referred meanings given 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 them in the indentures. Wherever we refer to particular sections of, or Such defined terms in, the indentures, those sections or defined terms are shall be incorporated herein by reference in this prospectus or the applicable prospectus supplementreference. You should review the The indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. Neither indenture will not limit the amount of debt securities that we may issue. The be issued under the applicable indenture will provide that indenture, and debt securities may be issued under the applicable indenture up to an the aggregate principal amount that may be authorized from time to time by us us. Any such limit applicable to a particular series will be specified in the prospectus supplement relating to that series. The prospectus supplement relating to any series of debt securities in respect of which this prospectus is being delivered will contain the following terms, among others, for each such series of debt securities: · the designation and issue date of the debt securities; · the date or dates on which the principal amount of the debt securities is payable; · the rate or rates (or manner of calculation thereof), if any, per annum at which the debt securities will bear interest, if any, the date or dates from which interest will accrue and the interest payment date or dates for the debt securities; · any limit upon the aggregate principal amount of the debt securities which may be payable authenticated and delivered under the applicable indenture; · the period or periods within which, the redemption price or prices or the repayment price or prices, as the case may be, at which, and the terms and conditions upon which, the debt securities may be redeemed at the Company’s option or the option of the holder of such debt securities; 15 · the obligation, if any, of the Company to purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of such debt securities and the period or periods within which, the price or prices at which and the terms and conditions upon which such debt securities will be purchased, in whole or in part, pursuant to such obligation; · if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable; · provisions, if any, with regard to the conversion or exchange of the debt securities, at the option of the holders of such debt securities or the Company, as the case may be, for or into new securities of a different series, common stock or other securities; · if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the debt securities will be denominated and in which payments of principal of, and any premium and interest on, such debt securities shall or may be payable; · if the principal of (and premium, if any) or interest, if any, on the debt securities are to be payable, at the election of the Company or a holder of such debt securities, in a currency unit designated by us (including a composite currency) other than that in which such debt securities are stated to be payable, the period or in amounts periods within which, and the terms and conditions upon which, such election may be made; · if the amount of payments of principal of (and premium, if any) or interest, if any, on the debt securities may be determined by with reference to an indexindex based on a currency (including a composite currency) other than that in which such debt securities are stated to be payable, the manner in which such amounts shall be determined; · provisions, if any, related to the exchange of the debt securities, at the option of the holders of such debt securities, for other securities of the same series of the same aggregate principal amount or of a different authorized series or different authorized denomination or denominations, or both; · the portion of the principal amount of the debt securities, if other than the principal amount thereof, which shall be payable upon declaration of acceleration of the maturity thereof as more fully described under the section “Events of Default, Notice and Waiver” below; · whether the debt securities will be issued in the form of global securities and, if so, the identity of the depositary with respect to such global securities; · if the debt securities will be guaranteed, the terms and conditions of such guarantees and provisions for the accession of the guarantors to certain obligations under the applicable indenture; · with respect to subordinated debt securities only, the amendment or modification of the subordination provisions in the subordinated indenture with respect to the debt securities; and · any other specific terms. We may issue debt securities of any series at various times and we may reopen any series for further issuances from time to time without notice to existing holders of securities of that series. Some of the debt securities may be issued as original issue discount debt securities. Original issue discount debt securities bear no interest or bear interest at below- market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement relating to such series of debt securities will describe any special tax, accounting or other information which we think is important. We encourage you to consult with your own tax and financial advisors on these important matters. 16 Unless we specify otherwise in the applicable prospectus supplement relating to such series of debt securities, the covenants contained in the indentures will not provide special protection to holders of debt securities if we enter into a highly leveraged transaction, recapitalization or restructuring. Unless otherwise set forth in the prospectus supplement relating to such series of debt securities, interest on outstanding debt securities will be paid to holders of record on the date that is 15 days prior to the date such interest is to be paid or, if not a business day, the next preceding business day. Unless otherwise specified in the prospectus supplement, debt securities will be issued in fully registered form only. Unless otherwise specified in the prospectus supplement, the principal amount of the debt securities will be payable at the corporate trust office of the trustee in New York, New York. The debt securities may be presented for transfer or exchange at such office unless otherwise specified in the prospectus supplement, subject to the limitations provided in the applicable indenture, without any service charge, but we may require payment of a sum sufficient to cover any tax or other governmental charges payable in connection therewith.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer References to “our companyus,” “our,” “we,” “our” and the “usCompany” in this section, we mean Blue Apron section refer to Rani Therapeutics Holdings, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiariesInc. only. We may issue senior debt securities from time to time, in one or more series series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplementsupplement may differ from the terms described below. Unless the context requires otherwise, which whenever we refer to as the senior trusteeindenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We may will issue subordinated the debt securities from time to time, in one or more series under a subordinated the indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of senior indenture and subordinated indenture are debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. The senior indenture following summary of material provisions of the debt securities and the subordinated indenture are referred to individually as an indenture is subject to, 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 qualified in its entirety by reference to, all of the provisions of the indentures and is qualified in its entirety by the specific text indenture applicable to a particular series of the indentures, including definitions of terms used in the indenturesdebt securities. Wherever we refer We urge you to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review the indentures that are filed as exhibits supplements and any related free writing prospectuses related 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 offer under this prospectus, as well as the complete indenture will provide that contains the terms of the 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer The debt securities which may will be senior or subordinatedour direct general obligations. We refer to the The debt securities will be either senior debt securities and the or subordinated debt securities collectively as debt and may be secured or unsecured and may be convertible into other securities, including our common shares. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to will 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, in issued under one or more series separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trusteeindenture. We may issue subordinated Subordinated debt securities from time to time, in one or more series will be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as indenture. Each of 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 is referred to individually as an indenture and together collectively as the indentures and indentures. Each of the senior debt trustee and the subordinated debt trustee are is referred to individually as a trustee and together collectively as the trustees. This section summarizes some The material terms of the provisions of the indentures and is qualified any indenture will be set forth 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 We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures that are filed subject to and governed by the Trust Indenture Act of 1939, as exhibits amended. The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to the registration statement of which this prospectus forms a part for additional informationsubordination. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that We may issue debt securities may be issued up to an aggregate principal amount authorized as we may authorize from time to time by us time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currency unit designated by us currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in amounts determined by reference to an indexthe applicable indenture.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. General We will describe the specific terms of issue the debt securities offered by this prospectus and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the accompanying 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, in one or more series under a senior an indenture to be entered into between us and a senior the trustee to be named identified in a the applicable prospectus supplement. The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date of the indenture. We have filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus is included, which we refer to as the senior trustee. We may issue subordinated “base indenture,” and supplemental indentures and forms of debt securities from time to time, in one or more series under a subordinated indenture to containing the terms of the debt securities being offered and sold will be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as 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 and/or will be incorporated by reference from reports that we file with the SEC. The actual base indenture we enter into 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 connection with an offering of debt securities that may differ significantly from the form of base indenture we may issuehave filed. The applicable base indenture, as amended or supplemented from time to time by one or more supplemental indentures, is referred to below collectively as the “indenture.” The indenture will provide that debt securities be subject to and governed by the terms of the Trust Indenture Act of 1939. We may be issued offer under this prospectus up to an aggregate principal amount authorized from time to time by us and of $300,000,000 in debt securities, or if debt securities are issued at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate public offering price of up to $300,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities will represent our direct, unsecured obligations and will rank equally with all of our other unsecured indebtedness. We may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular amounts, prices and terms of those debt securities. These terms may include: • the title of the series; • the aggregate principal amount, and, if a series, the total amount authorized and the total amount outstanding; • the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; • any limit on the aggregate principal amount; • the date or dates on which principal is payable; • the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; • the date or dates from which interest, if any, will be payable and any regular record date for the interest payable; • the place or places where principal and, if applicable, premium and interest, is payable; • the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; • the denominations in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; • whether the debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described below); • the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities; • the currency of denomination; • the designation of the currency, currencies or currency unit designated by us units in which payment of principal and, if applicable, premium and interest, will be made; • if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; • if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will be determined; • the provisions, if any, relating to any collateral provided for such debt securities; • any addition to or change in the covenants and/or the acceleration provisions described in this prospectus or in the base indenture; • any events of default, if not otherwise described below under “Events of Default”; • the terms and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; • any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and • the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. We may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus supplement. We may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement. Debt securities offered under this prospectus and any prospectus supplement may be subordinated in right of payment to certain of our outstanding senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities under this prospectus to the extent required by the agreements evidencing such senior indebtedness.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. Each series of debt securities may have different terms. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, 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, which we refer to as 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, which we refer to as 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 Together, the senior indenture and the subordinated indenture are referred to individually as an indenture and together as the indentures and and, together, the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures and is qualified in its entirety by the specific text provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, of 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 As used in this prospectus, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities issued by us under the indentures. General The indentures: • do not limit the amount of debt securities that we may issue; • allow us to issue debt securities in one or more series; • do not require us to issue all of the debt securities of a series at the same time; and • allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series. Unless otherwise provided in the applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “— Subordination” and in the applicable prospectus supplement. Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture. The applicable indenture prospectus supplement for each offering will provide the following terms, where applicable: • the title of the debt securities and whether they are senior or subordinated; • the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized; • the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or other securities of ours or the method by which any such portion shall be determined; • if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of common stock or other securities of ours received on conversion; • the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; • the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; • the date or dates, or the method for determining the date or dates, from which interest will accrue; • the dates on which interest will be payable; • the record dates for interest payment dates, or the method by which such dates will be determined; • the persons to whom interest will be payable; • the place or places where the principal of, and any premium or make-whole amount, and interest on, the debt securities will be payable; • where the debt securities may be issued up surrendered for registration of transfer or conversion or exchange; • the times, prices and other terms and conditions upon which we may redeem the debt securities; • any obligation we have to an aggregate redeem, repay or repurchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or repurchase the debt securities as a result of such obligation; • the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars; • whether the principal of, and any premium or make-whole amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions; • whether the debt securities will be in registered form, bearer form, or both, and (i) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (ii) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity; • any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa, if permitted by applicable laws and regulations; • whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may, or shall be required to, exchange their interests for other debt securities of the series, and the manner in which interest shall be paid; • the identity of the depositary for securities in registered form, if such series are to be issuable as a global security; • the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture; • whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge; • whether and under what circumstances the debt securities being offered are convertible into common stock or other securities of ours, as the case may be, including the conversion price or rate and the manner or calculation thereof; • the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; and • any other terms of such debt securities not inconsistent with the provisions of the applicable indenture. We may issue debt securities that provide for less than the entire principal amount authorized from time thereof to time by us be payable upon declaration of acceleration of the maturity of the debt securities. We refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the United States federal income tax consequences and other relevant considerations applicable to original issue discount securities. Except as described under “— Merger, Consolidation or Sale of Assets” or as may be payable set forth in any currency prospectus supplement, the debt securities will not contain any provisions that (i) would limit our ability to incur indebtedness or currency unit designated by (ii) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us, or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets. Our governing instruments do not define the term “substantially all” as it relates to the sale of assets. Additionally, Delaware cases interpreting the term “substantially all” rely upon the facts and circumstances of each particular case. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public. We will provide you with more information in amounts determined by reference the applicable prospectus supplement regarding any deletions, modifications, or additions to an indexthe events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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 timesecurities, in one or more series series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all or some portion of our senior indebtedness. Any convertible debt securities that we may issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under a senior indenture to be entered into one or more indentures, which are contracts between us and a senior trustee national banking association or other eligible party, as trustee. While the terms we have summarized below will apply generally to be named any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in a prospectus supplement, which we refer to as supplement (and any free writing prospectus). We will issue the senior trusteenotes under the senior indenture that we will enter into with the trustee named in the senior indenture. We may will issue the subordinated debt securities from time to time, in one or more series notes under a the subordinated indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The We will file forms of senior indenture and subordinated indenture are filed these documents as exhibits to an amendment to the registration statement of which this prospectus forms is a part. The We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “indenture are referred trustee” to individually as an indenture and together as the indentures and refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the subordinated trustee indentures are referred not complete and are qualified in their entirety by reference to individually as a trustee and together as the trustees. This section summarizes some all of the provisions of the indentures and is qualified in its entirety by the specific text indenture applicable to a particular series of the indentures, including definitions of terms used in the indenturesdebt securities. 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 You should read the applicable prospectus supplement. You should review supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that are contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part for additional informationor will be incorporated by reference from reports that we file with the Commission. Neither Except as we may otherwise indicate, the terms of the senior indenture will limit and the amount subordinated indenture are identical. The following are some of the terms relating to a series of debt securities that could be described in a prospectus supplement: ● title; ● principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be; ● maturity date; ● principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● annual interest rate, which may issue. The be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether the debt securities will be secured or unsecured, and the terms of any secured debt; ● terms of the subordination of any series of subordinated debt; ● place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment of interest and the maximum length of any such deferral period; ● date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions; ● provisions for a sinking fund, purchase or other analogous fund, if any; ● date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; ● whether the indenture will provide restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; ● whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; ● a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; ● information describing any book-entry features; ● procedures for any auction or remarketing, if any; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● if other than dollars, the currency in which the series of debt securities will be denominated; and ● any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. Conversion or Exchange Rights We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be issued up convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to an aggregate principal amount authorized from time whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to time by us and may which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be payable subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in any currency the event of our merger or currency unit designated by us or in amounts determined by reference to an indexconsolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplement, summarizes the general material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securitiessecurities we offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions, the form of which we filed as an exhibit to the Registration Statement of which this prospectus is a part and is incorporated therein by reference. We will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. With respect to any debt securities that we issue, we will describe in each prospectus supplement the specific following terms relating to a series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the debt securities and subordination of any series of subordinated debt; • the extentplace where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the general provisions summarized below apply to any conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the prospectus supplement relating debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any applicable free writing prospectus that integral multiple thereof; • events of default; • whether we authorize to and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be delivered. When we refer to “our company,” “we,” “our” exchanged and “us” in this sectiontransferred; • description of the indenture trustee and paying agent, 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, 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, which we refer to as 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, which we refer to as 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 method of payments; 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• any other specified terms, including definitions of terms used in the indentures. Wherever we refer to particular sections preferences, rights or limitations of, or defined terms inrestrictions on, the indenturesdebt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, those sections if required, or defined indicate which material terms are incorporated by reference will be described 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 The indenture: • does not limit the amount of debt securities that we may issue. The applicable indenture will provide ; • allows us to issue debt securities in one or more series; • does not require us to issue all of the debt securities of a series at the same time; • allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and • provides that the debt securities may be issued up to an aggregate principal amount authorized from time to time by us and secured or unsecured, as may be payable set forth in any currency or currency unit designated by us or in amounts determined by reference to an indexthe applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements or any related free writing prospectus or other offering materials, as applicable, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement relating to the series and or any applicable related free writing prospectus that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this sectionor other offering materials, we mean Blue Apron Holdingsas applicable, Inc., excluding, unless the context otherwise requires or as otherwise expressly stated, its subsidiariesshall control. We may issue senior debt securities sell from time to time, in one or more series offerings under this prospectus, debt securities, in one or more series. These debt securities that we may issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities, and exchangeable debt securities. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into with a trustee to be named in the subordinated indenture. We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summary description, together with the additional information we may include in any applicable prospectus supplement, information or document incorporated by reference, related free writing prospectus, or other offering materials, as applicable, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the form of indenture filed as an exhibit to the Registration Statement of which we refer to the prospectus is a part, as the senior trustee. We it may issue subordinated debt securities be supplemented, amended, or modified 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, which we refer to as well as the subordinated trustee. The forms notes and supplemental agreement relating to each series of senior indenture and subordinated indenture are filed debt securities that will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part. The senior indenture and Registration Statement that includes 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 Current Report on Form 8-K if we offer 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities which may under one or more trust indentures to be senior or subordinatedexecuted by us and a specified trustee. We refer The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the senior debt securities and Trust Indenture Act of 1939 (the subordinated debt securities collectively as debt securities“Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description summarizes the sets forth certain anticipated general terms and provisions of the debt securitiessecurities to which an accompanying prospectus supplement may relate. We will describe the specific The particular terms of the debt securities offered by an accompanying prospectus supplement (which terms may be different than those stated below) and the extent, if any, to which the such general provisions summarized below may apply to any series of the debt securities so offered will be described in the prospectus supplement relating to such debt securities. Accordingly, for a description of the series terms of a particular issue of debt securities, investors should review both the accompanying prospectus supplement relating thereto and any applicable free writing prospectus that we authorize to be deliveredthe following description. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless A form of the context otherwise requires or indenture (as otherwise expressly stated, its subsidiaries. We may issue senior debt securities from time to 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are discussed herein) has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the prior payment in full of our senior debt (as defined in the applicable indenture). Except as set forth in the applicable indenture and the subordinated indenture are referred to individually as described in 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 inaccompanying prospectus supplement relating thereto, 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 without limit as to an aggregate principal amount authorized amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by us and a resolution of the board of trustees or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible or exchangeable into our common stock, other securities or other property and the terms and conditions upon which a conversion or exchange will be effected, including the initial conversion or exchange price or rate and the conversion or exchange period, any adjustments to the foregoing and any requirements relative to the reservation of shares for purposes of conversion or exchange; • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will be payable, or the method of such payment, if by wire transfer, mail or other means; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and in which any payments of principal (and premium, if any) or interest, if any, are payable, which may be a foreign currency unit designated by us or in amounts units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined by with reference to an index, formula or other method (which index, formula or method may, but need not be, based on a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default, to the rights of the trustee or the holders to declare the principal amount thereof due and payable, or to the covenants, in each case as set forth in the indenture; • any provisions for collateral security for their repayment; • any provisions relating to guarantees; • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents; • whether they will be issued in certificated or book-entry form; • the date any temporary global security will be dated if other than the date of original issuance of the first security of such series to be issued; • if issued in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; • if to be issued upon the exercise of debt warrants, the time, manner and place to be authenticated and delivered; • the denominations if other than $1,000 and any integral multiple thereof; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture may contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control. Investors should review the accompanying prospectus supplement for information with respect to any deletions from, modifications of or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities in one or more series, which may be senior debt securities or subordinated. We refer to the senior subordinated debt securities and the subordinated debt securities collectively as debt securitieswhich may be convertible into another security. The following description summarizes the briefly sets forth certain general terms and provisions of the debt securities. We will describe the specific The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the following general terms and provisions summarized below may apply to any series of the debt securities, will be described in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to will 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, issued in one or more series under a senior an indenture to be entered into between us and a senior the trustee to be named in a prospectus supplement, which we refer to therein. A form of the indenture is attached as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms a part. The senior terms of the debt securities will include those set forth in the indenture and those made a part of the subordinated indenture are referred to individually as an indenture by the Trust Indenture Act of 1939 (“TIA”). You should read the summary below, any accompanying prospectus supplement 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 indenture in their entirety before investing in our debt securities. The aggregate principal amount of debt securities that may be issued under the indenture is qualified in its entirety by the specific text of the indentures, including definitions of terms used in the indenturesunlimited. Wherever we refer The prospectus supplement relating 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 any series of debt securities that we may issueoffer will contain the specific terms of the debt securities. The These terms may include, among others, the following: ● the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series; ● any applicable indenture subordination provisions for any subordinated debt securities; ● the maturity date(s) or method for determining same; ● the interest rate(s) or the method for determining same; ● the dates on which interest will provide that accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof; ● whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; ● redemption or early repayment provisions; ● authorized denominations; ● if other than the principal amount, the principal amount of debt securities payable upon acceleration; ● place(s) where payment of principal and interest may be made, where debt securities may be issued up to an aggregate principal amount authorized from time to time by us presented and where notices or demands upon the company may be payable made; ● the form or forms of the debt securities of the series including such legends as may be required by applicable law; ● whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance; ● whether the debt securities are secured and the terms of such security; ● the amount of discount or premium, if any, with which the debt securities will be issued; ● any currency covenants applicable to the particular debt securities being issued; ● any additions or changes in the defaults and events of default applicable to the particular debt securities being issued; ● the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; ● the currency, currencies or currency unit designated by us units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable; ● the time period within which, the manner in which and the terms and conditions upon which we or in amounts determined by reference the holders of the debt securities can select the payment currency; ● our obligation or right to an indexredeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; ● any restriction or conditions on the transferability of the debt securities; ● provisions granting special rights to holders of the debt securities upon occurrence of specified events; ● additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities; ● provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and ● any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

DESCRIPTION OF DEBT SECURITIES. General The following description sets forth general terms that will apply to the debt securities. We may offer will describe the particular terms of any debt securities which may that we offer in the prospectus supplement relating to those debt securities. The debt securities will be either our senior debt securities or subordinatedour subordinated debt securities. The senior debt securities will be issued under an indenture between us and the trustee named in the indenture. We refer to this indenture as the “senior indenture.” The subordinated debt securities will be issued under a separate Subordinated Indenture between us and the trustee named in the indenture. We refer to this indenture as the “subordinated indenture” and, together with the senior indenture, as the “indentures.” Except as permitted by applicable law, the indentures have been or will be qualified under the Trust Indenture Act of 1939. We have filed the forms of the indentures as exhibits to the registration statement. For your convenience, we have included references to specific sections of the indentures in the descriptions below. Capitalized terms not otherwise defined in this prospectus will have the meanings given in the indenture to which they relate. The following summaries of provisions of the debt securities and the indentures are not complete and are qualified in their entirety by reference to the provisions of the indentures and the debt securities. Neither of the indentures limits the principal amount of debt securities that we may issue. Each indenture provides that debt securities may be issued in one or more series up to the principal amount that we may authorize from time to time. Each indenture also provides that the debt securities may be denominated in any currency or currency unit that we designate. In addition, each series of debt securities may be reopened in order to issue additional debt securities of that series in the future without the consent of the holders of debt securities of that series. Unless otherwise described in the prospectus supplement relating to a particular offering, neither the indentures nor the debt securities will contain any provisions to afford holders of any debt securities protection in the event of a takeover, recapitalization or similar restructuring of our business. Unless otherwise described in the prospectus supplement relating to a particular offering, the senior debt securities will rank equally with all of our other unsecured and unsubordinated debt. The subordinated debt securities will be subordinated to the prior payment in full of our senior debt securities. We will describe the particular terms of the subordinated debt securities collectively as debt securities. The following description summarizes that we offer in the general terms and provisions of the prospectus supplement relating to those subordinated debt securities. We will describe the specific terms of the debt securities and the extent, if any, relating to which the general provisions summarized below apply to any each particular series of debt securities in the prospectus supplement relating to the series offering of those debt securities. The terms we will describe in the prospectus supplement will include some or all of the following: ▯ the title 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 type of the context otherwise requires debt securities; ▯ the total principal amount or as otherwise expressly stated, its subsidiaries. We may issue senior initial offering price of the debt securities; ▯ the date or dates when the principal of the debt securities will be payable; ▯ whether we will have the right to extend the stated maturity of the debt securities; ▯ whether the debt securities will bear interest and, if so, the rate or rates, or the method for calculating the rate or rates, of interest; ▯ if the debt securities will bear interest, the date from time which interest will accrue, the dates when interest will be payable and the regular record dates for these interest payment dates; ▯ the place where the principal, premium, if any, and interest, if any, on the debt securities will be paid, registered debt securities may be surrendered for registration of transfer, and debt securities may be surrendered for exchange; ▯ any sinking fund or other provisions that would obligate us to time, in one repurchase or more series under a senior indenture to be entered into between us otherwise redeem the debt securities; ▯ the terms and a senior trustee to be named in a prospectus supplement, conditions upon which we refer will have the option or the obligation to as redeem the senior trustee. We may issue subordinated debt securities; ▯ the denominations in which any registered debt securities from time to timewill be issuable; ▯ the identity of each security registrar and paying agent, 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, which we refer to as 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 designation of the provisions exchange rate agent, if any, if other than the trustee; ▯ the portion 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 principal amount of debt securities that will be payable upon acceleration of the maturity of the debt securities; ▯ the currency used to pay principal, premium, if any, and interest, if any, on the debt securities, if other than U.S. dollars, and whether you or we may issue. The elect to have principal, premium and interest paid in a currency other than the currency in which the debt securities are denominated; ▯ any index, formula or other method used to determine the amount of principal, premium or interest on the debt securities; ▯ any changes or additions to the events of default, defaults or our covenants made in the applicable indenture will provide that indenture; ▯ whether the debt securities are issuable as registered debt securities or bearer debt securities, whether there are any restrictions relating to the form in which they are issued and whether bearer and registered debt securities may be issued up exchanged for each other; ▯ to an aggregate principal amount authorized from time to time by us and may whom interest will be payable ○ if other than the registered holder (for registered debt securities), ○ if other than upon presentation and surrender of the related coupons (for bearer debt securities), or ○ if other than as specified in the indentures (for global debt securities); ▯ whether the debt securities are to be convertible or exchangeable for other securities and, if so, the terms of conversion or exchange; ▯ particular terms of subordination with respect to subordinated debt securities; and ▯ any currency or currency unit designated by us or other terms of the debt securities consistent with the provisions of the applicable indenture. We may issue debt securities as original issue discount securities to be sold at a substantial discount below their principal amount. If we issue original issue discount securities, then we will describe the material U.S. federal income tax consequences that apply to those debt securities in amounts determined by reference to an indexthe applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may offer issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities which that we may be senior or subordinatedoffer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. We The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the senior debt securities and indentures, we also are referring to any supplemental indentures that specify the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the a particular series of debt securities. We will describe issue the specific debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to being offered will 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms is a partpart or will be incorporated by reference from reports that we file with the SEC. We use the term “debenture trustee” to refer to the trustee under the indenture. The senior indenture following summaries of material provisions of the debt securities and the subordinated indenture indentures are referred to individually as an indenture subject to, 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 qualified in their entirety by reference to, all of the provisions of the indentures and is qualified in its entirety by the specific text indenture applicable to a particular series of the indentures, including definitions of terms used in the indenturesdebt securities. Wherever we refer We urge you to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review the indentures that are filed as exhibits supplements and any related free writing prospectuses related 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 offer under this prospectus, as well as the complete indentures that contains the terms of the 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the 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 subsidiariesshall control. We may issue senior debt securities sell from time to time, in one or more series offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The We have filed forms of senior indenture and subordinated indenture are filed these documents as exhibits to the registration statement statement, of which this prospectus forms is a part. The We use the term “indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the subordinated indenture indentures are referred to individually as an indenture subject to, 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 qualified in their entirety by reference to, all 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 indenture applicable to a 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 series 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplement, summarizes the general material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securitiessecurities we offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions, the form of which we filed as an exhibit to the Registration Statement of which this prospectus is a part and is incorporated herein by reference. We will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. With respect to any debt securities that we issue, we will describe in each prospectus supplement the specific following terms relating to a series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the debt securities and subordination of any series of subordinated debt; • the extentplace where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the general provisions summarized below apply to any conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the prospectus supplement relating debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any applicable free writing prospectus that integral multiple thereof; • events of default; • whether we authorize to and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be delivered. When we refer to “our company,” “we,” “our” exchanged and “us” in this sectiontransferred; • description of the indenture trustee and paying agent, 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, 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, which we refer to as 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, which we refer to as 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 method of payments; 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• any other specified terms, including definitions of terms used in the indentures. Wherever we refer to particular sections preferences, rights or limitations of, or defined terms inrestrictions on, the indenturesdebt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, those sections if required, or defined indicate which material terms are incorporated by reference will be described 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 The indenture: • does not limit the amount of debt securities that we may issue. The applicable indenture will provide ; • allows us to issue debt securities in one or more series; • does not require us to issue all of the debt securities of a series at the same time; • allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and • provides that the debt securities may be issued up to an aggregate principal amount authorized from time to time by us and secured or unsecured, as may be payable set forth in any currency or currency unit designated by us or in amounts determined by reference to an indexthe applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplement, summarizes the general material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities. We securities we may offer, we will describe the specific particular terms of the any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we may offer, an indenture (and the extentany relevant supplemental indenture), if anyrequired, to which will contain additional important terms and provisions, the general provisions summarized below apply to any series form of debt securities in the 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, 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, which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a partpart and is incorporated therein by reference. The senior We will file any definitive indenture and the subordinated indenture are referred to individually as an indenture exhibit to reports that we file with the SEC 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 incorporate by reference in this prospectus or and the applicable prospectus supplement. You should review Any indenture would be qualified under the indentures Trust Indenture Act of 1939, as amended. With respect to any debt securities that we issue, we will describe in each prospectus supplement the following terms relating to a series of debt securities: ● the title; ● the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; ● the maturity date; ● the principal amount due at maturity; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for taxpurposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; 13 ● whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; ● the terms of the subordination of any series of subordinated debt; ● the place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment or interest and the maximum length of any such deferral period; ● the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; ● the date, if any, on which, and the price at which we are filed as exhibits obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; ● whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; ● whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; ● a discussion of any material or special United States federal income taxconsiderations applicable to the registration statement debt securities; ● information describing any book-entry features; ● any provisions for payment of additional amounts for taxes; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● the denominations in which this we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● events of default; ● whether we and/or the indenture trustee may change an indenture without the consent of any holders; ● the form of debt security and how it may be exchanged and transferred; ● description of the indenture trustee and paying agent, and the method of payments; and ● any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. 14 We summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus forms a part for additional informationsupplement. Neither indenture will The indenture: ● does not limit the amount of debt securities that we may issue. The applicable indenture will provide ; ● allows us to issue debt securities in one or more series; ● does not require us to issue all of the debt securities of a series at the same time; ● allows us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series; and ● provides that the debt securities may be issued up to an aggregate principal amount authorized from time to time by us and secured or unsecured, as may be payable set forth in any currency or currency unit designated by us or in amounts determined by reference to an indexthe applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, in one or more series series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities offered through that prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplementsupplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, which whenever we refer to as the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior debt securities under the senior trusteeindenture that we will enter into with the trustee named in the senior indenture. We may will issue any subordinated debt securities from time to time, in one or more series under a the subordinated indenture to be entered that we will enter into between us and a subordinated with the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The forms of senior indenture and subordinated indenture are filed We will file these documents as exhibits to the registration statement of which this prospectus forms is a part, or will incorporate by reference from reports that we file with the SEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the subordinated indenture are referred to individually as an indenture indentures will be subject to, 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 qualified in their entirety by reference to, all of the provisions of the indentures and is qualified in its entirety by the specific text indenture applicable to a particular series of the indentures, including definitions of terms used in the indenturesdebt securities. Wherever we refer We urge you to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or read the applicable prospectus supplement. You should review the indentures that are filed as exhibits supplement or free writing prospectus and any related free writing prospectuses related 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 offer under this prospectus, as well as the complete applicable indenture will provide that contains the terms of the 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes is a summary of the general terms and provisions of the debt securities. We will describe file a prospectus supplement that may contain additional terms when we issue debt securities. The terms presented here, together with the specific terms in a related prospectus supplement, together with any pricing supplement or term sheet, will be a description of the material terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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 subsidiariessecurities. We may issue senior debt securities issue, from time to 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, which we refer to as the senior trustee. We may issue subordinated debt securities from time to timesecurities, in one or more series series. These debt securities that we may issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities and exchangeable debt securities. The debt securities we offer will be issued under a subordinated an indenture to be entered into between us and a subordinated the trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The forms following is a summary of senior the material provisions of the form of indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The senior indenture and All capitalized terms have 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 meanings specified in the indentures. Wherever we refer to particular sections ofFor each series of debt securities, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplementsupplement for the series may change and supplement the summary below. You should review As used in this section only, “we,” “us” and “our” refer to Plus Therapeutics, Inc. excluding any subsidiaries, unless expressly stated or the indentures that are filed as exhibits to context otherwise requires. General Terms of the registration statement of which this prospectus forms a part for additional information. Neither Indenture The indenture will does not limit the amount of debt securities that we may issue. The applicable indenture will provide It provides that we may issue debt securities for any series of debt securities up to the principal amount that we may authorize. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us. For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable prospectus supplement for those debt securities. We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued up at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to an debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement. You should refer to the prospectus supplement relating to a particular series of debt securities for a description of the following terms of the debt securities offered by that prospectus supplement and by this prospectus: • the title of those debt securities; • any limit on the aggregate principal amount authorized from time to time by us of that series of debt securities; • the date or dates on which principal and premium, if any, of the debt securities of that series is payable; • the interest rate or rates (which may be fixed or variable) or the method or methods used to determine the rate or rates, and the date or dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable in any currency and related record dates, and the maturity; • the right, if any, to extend the interest payment periods and the duration of the extensions; • if the amount of payments of principal or currency unit designated by us or in amounts interest is to be determined by reference to an indexindex or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto; • the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange; • the period or periods within which, the price or prices at which, and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option; • our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation; • the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt; • the denominations in which those debt securities will be issuable; • if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations; • whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the depositary for those global securities; • if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made; • the events of default and covenants relating to the debt securities that are in addition to, modify or delete those described in this prospectus; • conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto; • whether and upon what terms the debt securities may be defeased, if different from the provisions set forth in the indenture; • the nature and terms of any security for any secured debt securities; • the terms applicable to any debt securities issued at a discount from their stated principal amount; and • any other specific terms of any debt securities. The applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted. Conversion or Exchange Rights Debt securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or the ability of any holder to convert or exchange the debt securities; • events requiring adjustment to the conversion or exchange price; and • provisions affecting conversion or exchange in the event of our redemption of the debt securities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the This prospectus describes certain general terms and provisions of the debt securities. The debt securities may constitute either senior or subordinated debt securities, and in either case will be unsecured, and may also include convertible debt securities. We will describe the specific terms of the issue any debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to will 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, in one or more series under a senior indenture to be entered into an Indenture between us and a senior trustee to U.S. Bank National Association, as trustee, or the “Senior Indenture.” We will issue any debt securities that will be named in a prospectus supplement, which we refer to as 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 an Indenture between us and a subordinated trustee U.S. Bank National Association, as trustee, or the “Subordinated Indenture.” This prospectus refers to be named in a prospectus supplement, which we refer to the Senior Indenture and the Subordinated Indenture individually as the subordinated trustee. “Indenture” and collectively as the “Indentures.” The forms form of senior indenture Senior Indenture and subordinated indenture the form of Subordinated Indenture are filed included as exhibits to the registration statement of which this prospectus forms a part. The senior indenture term “trustee” refers to the trustee under each Indenture, as appropriate. The Indentures are subject to and governed by the subordinated indenture Trust Indenture Act of 1939, as amended. The Indentures are referred substantially identical, except for the provisions relating to individually as an indenture and together as subordination, which are included only in the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trusteesSubordinated Indenture. This section summarizes some The following summary of the material provisions of the indentures Indentures and the debt securities is not complete and is subject to, and is qualified in its entirety by the specific text reference to, all of the indenturesprovisions of the Indentures, including definitions each 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 which has been filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part for additional informationpart. Neither indenture will limit We urge you to read the amount Indenture that is applicable to you because it, and not the summary below, defines your rights as a holder of debt securities that we may issuesecurities. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time You can obtain copies of the Indentures by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an indexfollowing the directions described under the heading “Where You Can Find More Information.”

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description description, together with the additional information we include in any applicable prospectus supplements, summarizes the general material terms and provisions of the debt securitiessecurities that we may offer under this prospectus. We While the terms we have summarized below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the specific particular terms of the any debt securities and that we may offer in more detail in the extentapplicable prospectus supplement. If we so indicate in a prospectus supplement, if any, to which the general provisions summarized below apply to terms of any series of debt securities offered under such prospectus supplement may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the 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 subsidiariesshall control. We may issue senior debt securities sell from time to time, in one or more series offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior debt securities under a senior indenture to be entered that we will enter into between us and with a senior trustee to be named in the senior indenture. We will issue any such subordinated debt securities under a prospectus supplementsubordinated indenture, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under will enter into with a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trusteeindenture. The We have filed forms of senior indenture and subordinated indenture are filed these documents as exhibits to the registration statement statement, of which this prospectus forms is a part. The We use the term "indentures” to refer to either the senior indenture or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect on the date of the indenture. We use the term "debenture trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable. The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the subordinated indenture indentures are referred to individually as an indenture subject to, 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 qualified in their entirety by reference to, all 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 indenture applicable to a 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 series 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 indexsecurities.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may issue and the extentrelated indenture, if any, to which is only a summary. This description and the general provisions summarized below apply to description contained in any series of debt securities in the prospectus supplement relating are subject to and qualified in their entirety by reference 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, 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 supplementindentures, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series under a subordinated indenture to will be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed incorporated by reference as exhibits to the registration statement of which this prospectus forms is a part. The senior indenture We may offer secured or unsecured debt securities in one or more series which may be senior, subordinated or junior subordinated, and which may be convertible or exchangeable into another security. Unless otherwise specified in the subordinated indenture are referred to individually as applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into by us and together as the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trusteesbank or trust company. This section summarizes some As of the date of this prospectus, we have not entered into any indenture agreements. In addition, under the terms of the Xxxxxxx Facility, our ability to incur any funded indebtedness is restricted. The following description briefly sets forth certain general terms and provisions of the indentures and is qualified in its entirety by the specific text debt securities. The particular terms of the indenturesdebt securities offered by any prospectus supplement and the extent, including definitions of terms used if any, to which these general provisions may apply to the debt securities, will be described 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. The terms of the debt securities will include those set forth in the applicable indenture and those made a part of the applicable indenture by the Trust Indenture Act of 1939, or TIA, if any. You should review read this summary, the applicable prospectus supplement and the provisions of the applicable indenture or supplemental indenture, if any, in their entirety before investing in our debt securities. The aggregate principal amount of debt securities that may be issued under the respective indentures that are filed as exhibits may be unlimited. The prospectus supplement relating to the registration statement of which this prospectus forms a part for additional information. Neither indenture will limit the amount any series of debt securities that we may issueoffer will contain the specific terms of the debt securities. The These terms may include the following: • the issuer or co-obligors of such debt securities; • the guarantors of each series, if any, and the terms of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; • the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount; • whether the debt securities will be senior, subordinated or junior subordinated; • whether the debt securities will be secured or unsecured • any applicable indenture subordination provisions; • the maturity date(s) or method for determining same; • the interest rate(s) or the method for determining same; • the dates on which interest will provide that accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest shall be payable in cash or additional securities; • whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; • redemption or early repayment provisions; • authorized denominations; • form; • if other than the principal amount, the principal amount of debt securities payable upon acceleration; • place(s) where payment of principal and interest may be made, where debt securities may be issued up to an aggregate principal amount authorized from time to time by us presented and where notices or demands upon the company may be payable made; • whether such debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance; • amount of discount or premium, if any, with which such debt securities will be issued; • any currency covenants applicable to the particular debt securities being issued; • any defaults and events of default applicable to the particular debt securities being issued; 39 • the currency, currencies or currency unit designated by us units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable; • the time period within which, the manner in which and the terms and conditions upon which the holders of the debt securities or in amounts determined by reference the issuer or co-obligors, as the case may be, can select the payment currency; • our obligation or right to an indexredeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; • any restriction or conditions on the transferability of the debt securities; • the securities exchange(s) on which the debt securities will be listed, if any; • whether any underwriter(s) will act as a market maker(s) for the debt securities; • the extent to which a secondary market for the debt securities is expected to develop; • provisions granting special rights to holders of the debt securities upon occurrence of specified events; • compensation payable to and/or reimbursement of expenses of the trustee of the series of debt securities; • provisions for the defeasance of the debt securities or related to satisfaction and discharge of the indenture: • provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and • any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series debt securities).

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. When we refer to “our companythe Company,” “we,” “our,” and “us” in this section, we mean Blue Apron Holdings, Inc., Nabriva Therapeutics plc excluding, unless the context otherwise requires or as otherwise expressly stated, its our subsidiaries. We may issue senior debt securities from time to 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, which we refer to as 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, which we refer to as 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.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes of the terms of the debt securities sets forth general terms that may apply to the debt securities and provisions of the indenture that will govern the debt securities, and is not complete. We will describe the specific particular terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be deliveredthose debt securities. 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 Our senior debt securities from time to time, in one or more series will be issued under a senior an indenture to be entered into between us and a senior trustee to be named in trustee, a form of which is incorporated by reference into this prospectus supplement, which we refer to and attached as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The indenture relating to the senior debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred to herein as the “senior indenture.” Our subordinated debt securities will be issued under an indenture between us and a trustee, a form of which is incorporated by reference into this prospectus and attached as an exhibit to the registration statement of which this prospectus is a part. The indenture relating to the subordinated debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred to herein as the “subordinated indenture.” The senior indenture and the subordinated indenture are sometimes referred to individually as an indenture and together in this prospectus collectively as the indentures “indenture.” See “Where You Can Find More Information.” The following is a summary of some provisions of the indenture. The following summary does not purport to be complete, and the senior trustee is subject to, and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes some qualified in its entirety by reference to, all of the provisions of the indentures and is qualified in its entirety by the specific text of the indenturesindenture, including the definitions of specified terms used in the indenturesindenture, and the debt securities. Wherever we refer We encourage you to particular sections of, or defined terms in, read the indentures, those sections or defined terms are incorporated by reference in this prospectus or indenture and 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 issuebecause they, and not this description, set forth your rights as a holder of our debt securities. The applicable indenture We will provide that describe the particular terms of any debt securities may be issued up in the prospectus supplement relating to an aggregate principal amount authorized from time those debt securities. Parenthetical section references under this heading are references to time by us and may be payable sections in any currency or currency unit designated by us or in amounts determined by reference to an indexthe indenture unless we indicate otherwise.

DESCRIPTION OF DEBT SECURITIES. We may offer The debt securities which will be our direct general obligations. The debt securities may be senior secured or subordinatedunsecured and may be convertible into other securities, including our common shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. The material terms of any indenture will be set forth in the applicable prospectus supplement. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general have summarized certain terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, 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, which we refer to as 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, which we refer to as the subordinated trusteeindentures. The forms of senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus forms a partsummary is not complete. The senior indenture indentures are subject to 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 governed by the specific text Trust Indenture Act of the indentures1939, 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 informationamended. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that We may issue debt securities may be issued up to an aggregate principal amount authorized as we may authorize from time to time by us time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currency unit designated by us currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in amounts determined by reference to an indexthe applicable indenture.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to Set forth below is the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the summary of certain general terms and provisions of the debt securities that we may offer under this prospectus. The particular terms of any series of debt securities we offer will be described in a prospectus supplement relating to such series. We will also indicate in the applicable prospectus supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. We may issue debt securities either separately, together with, or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in the applicable prospectus supplement, the debt securities will describe be our direct, unsecured obligations and may be issued in one or more series. We may issue debt securities from time to time in one or more series, in each case with the specific terms same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture and will be equal in ranking. The debt securities will be issued under an indenture between our Company and a trustee qualified to act as such under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), to be named in an applicable prospectus supplement. We will also provide in the applicable prospectus supplement certain other information related to the trustee, including a description of any relationship we have with the trustee. The following statements relating to the debt securities and the extentindenture are summaries only, if anydo not purport to be complete, to which the general provisions summarized below apply to any series of debt securities and are subject in the prospectus supplement relating their entirety 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 sectiondetailed provisions of the indenture, 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, 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, form of which we refer to as 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, which we refer to as the subordinated trustee. The forms of senior indenture and subordinated indenture are is filed as exhibits an exhibit to the registration statement of which this prospectus forms is a part. The senior You should read the indenture and the subordinated indenture are referred for provisions that may be important 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 trusteesyou. 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 Capitalized terms used in the indentures. Wherever we refer to particular sections of, or summary and not defined terms in, herein have the indentures, those sections or defined terms are incorporated by reference meanings specified 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 indexindenture.

DESCRIPTION OF DEBT SECURITIES. We Subject to the terms of our existing senior secured notes or other debt facilities we may enter into in the future, we may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the 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, 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, which we refer to as 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, which we refer to as 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.