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PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus supplement and accompanying prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” beginning on page S-6 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision. Overview Blue Apron’s vision is Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connection, and joy through cooking. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonally-inspired produce and high-quality ingredients sent directly to our customers. We do this by employing technology and expertise across many disciplines — demand planning, recipe creation, procurement, recipe merchandising, fulfillment operations, distribution, customer service, and marketing — to drive our end-to-end value chain. Corporate Information We were incorporated under the laws of the state of Delaware on December 22, 2016. Our principal executive offices are located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and our telephone number at that address is (000) 000-0000. Our website address is xxxx://xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, but will cease to be an emerging growth company on December 31, 2022.We currently also qualify as a “smaller reporting company” because the market value of our stock held by non-affiliates is less than $250 million. We will continue to be a smaller reporting company until either

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights provides a general overview of selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in buying our Class A common stock. You Therefore, you should read carefully this entire prospectus supplement and accompanying prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” beginning on page S-6 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus, including the matters set forth under the caption “Risk Factors,” and the information incorporated by reference in this prospectus supplement and the accompanying prospectus before making an investment decisiondeciding to invest in our common stock. Overview Blue Apron’s vision We are a specialty coffee company, and we believe we are a leading co-packer of single serve pour over coffee in the United States, as well as a preeminent co-packer of tea-bag style coffee. Our mission is Better Living Through Better Food™to leverage our position as a co-packer at the forefront of the North American single serve coffee market to revolutionize the way single serve coffee is enjoyed in the United States. Founded in 2012While the United States is our core market, we are on also have manufacturing and sales operations in Korea and a mission to spark discovery, connection, and joy through cookingjoint venture in Latin America. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Our core product is the meal experience believe we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonallyonly commercial-inspired produce scale producer that has the dual capacity to pack both single serve pour over coffee and tea-bag style coffee within the North American market. We intend to leverage our position to be the commercial manufacturer of choice for major companies seeking to enter the single serve pour over and tea-bag style coffee markets in North America. We target existing high-quality ingredients sent directly margin companies and are paid per-package based on the number of single serve coffee products produced by us. We may also consider co-packaging other products that are complementary to our current product offerings and provide us with a deeper access to our customers. We do this by employing technology and expertise across many disciplines — demand planningIn addition, recipe creationwe are continually exploring potential strategic partnerships, procurement, recipe merchandising, fulfillment operations, distribution, customer serviceco-ventures, and marketing — mergers, acquisitions, or other transactions with existing and future business partners to drive our end-to-end value chaingenerate additional business, reduce manufacturing costs, expand into new markets, and further penetrate the markets in which we currently operate. Corporate Information We were incorporated under the laws of the state of Delaware on December 22in 2011 in Nevada as Havana Furnishings, 2016Inc. NuZee Co. Ltd. was incorporated in 2011. NuZee Co. Ltd. merged into Havana Furnishings, Inc. in 2013, and we changed our name to NuZee, Inc. Our principal executive offices are located at 00 0000 Xxxxxxx Xxxxxx, Xxx XxxxXxxxx X, Xxx Xxxx Xxxxx, Xxxxx 00000, and our telephone number at that address is (000) 000-0000. Our corporate website address is xxxx://xxx.xxxxxxxxx.xxxxxx.xxxxxxx.xxx. The information Information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in supplement or the accompanying prospectus or incorporated by reference into this prospectus supplement solely as an inactive textual reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Actaccompanying prospectus, but will cease and you should not consider information on our website to be an emerging growth company on December 31, 2022.We currently also qualify as a “smaller reporting company” because part of this prospectus supplement or the market value of our stock held by non-affiliates is less than $250 million. We will continue to be a smaller reporting company until eitheraccompanying prospectus.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus supplement and accompanying prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” beginning on page S-6 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision. Overview Blue Apron’s vision is Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connection, and joy through cooking. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonally-inspired produce and high-quality ingredients sent directly to our customers. We do this by employing technology and expertise across many disciplines — demand planning, recipe creation, procurement, recipe merchandising, fulfillment operations, distribution, customer service, and marketing — to drive our end-to-end value chain. Corporate Information We were incorporated under the laws of the state of Delaware on December 22, 2016. Our principal executive offices are located at 00 20 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and our telephone number at that address is (000) 000-0000. Our website address is xxxx://xxx.xxxxxxxxx.xxxhxxx://xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, but will cease to be an emerging growth company on December 31, 2022.We currently also qualify as a “smaller reporting company” because the market value of our stock held by non-affiliates is less than $250 million. We will continue to be a smaller reporting company until eithereither (i) the market value of our stock held by non-affiliates is $250 million or more or (ii) our annual revenue is $100 million or more during our most recently completed fiscal year. We expect to continue to be a smaller reporting company at the time we cease to be an emerging growth company. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies. TABLE OF CONTENTS THE OFFERING Class A common stock offered by us Shares of our Class A common stock having an aggregate offering price of up to $14,999,425. Class A common stock to be outstanding immediately following this offering Up to 37,390,783 shares, assuming sales of 2,595,056 shares of Class A common stock in this offering at a price of $5.78 per share, which was the closing price of our Class A common stock on the New York Stock Exchange on September 30, 2022. The actual number of shares issued will vary depending on the sales prices under this offering. Manner of offering “At the market offering” that may be made from time to time through Canaccord. See “Plan of Distribution” beginning on page S-14 of this prospectus supplement. Use of proceeds We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See the “Use of Proceeds” section in this prospectus supplement for a more complete description of the intended use of proceeds from this offering. Risk factors You should read the “Risk Factors” section of this prospectus supplement beginning on page S-6 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock. New York Stock Exchange symbol “APRN” The number of shares of our Class A common stock, to be outstanding after this offering is based on 34,795,727 shares of our Class A common stock outstanding as of June 30, 2022 and excludes: •

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and therein. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus supplement and accompanying prospectus carefully, especially the risks of investing in our Class A common stock discussed under “Risk Factors” beginning on page S-6 S-4 of this prospectus supplement and in our Quarterly Report on Form 10-Q for the quarter ended June September 30, 2022, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision. Overview Blue Apron’s vision is Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connection, and joy through cooking. We offer fresh, chef-designed recipes that empower our customers to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonally-inspired produce and high-quality ingredients sent directly to our customers. We do this by employing technology and expertise across many disciplines — demand planning, recipe creation, procurement, recipe merchandising, fulfillment operations, distribution, customer service, and marketing — to drive our end-to-end value chain. Corporate Information We were incorporated under the laws of the state of Delaware on December 22, 2016. Our principal executive offices are located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and our telephone number at that address is (000) 000-0000. Our website address is xxxx://xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. Implications of Being an Emerging Growth Company and a Smaller Reporting Company We currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, but will cease to be an emerging growth company on December 31, 2022.We currently also qualify as a “smaller reporting company” because the market value of our stock held by non-affiliates is less than $250 million. We will continue to be a smaller reporting company until either.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information contained elsewhere in this prospectus supplement and the accompanying prospectus and in the documents we incorporate by reference herein and thereinreference. This summary does not contain all of the information you should consider before investing in our Class A common stockmaking an investment decision. You should read this entire prospectus supplement and accompanying prospectus carefully, especially the information relating to the risks of investing in our Class class A common stock discussed provided under “Risk Factors” beginning on page S-6 S-10 of this prospectus supplement and the other risks detailed in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022“Risk Factors” sections contained in documents incorporated by reference in this prospectus, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference into in this prospectus supplement prospectus. Business Overview MicroStrategy® pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the accompanying prospectusother strategy is to grow our enterprise analytics software business. We believe that undertaking these two, before making an investment decisioninterdependent corporate strategies serves as a key differentiator for our business, as our bitcoin acquisition strategy has raised our profile with certain potential software customers while our enterprise analytics software business has provided stable cash flows that allow us to acquire and hold bitcoin for the long- term. Overview Blue Apron’s vision is Better Living Through Better Food™. Founded in 2012, we are on a mission to spark discovery, connectionOur Bitcoin Acquisition Strategy Our bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and joy through cookingfrom time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin. We offer fresh, chefview our bitcoin holdings as long-designed recipes that empower our customers term holdings and expect to embrace their culinary curiosity and challenge their abilities continue to see what a difference cooking quality food can make in their lives. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design with fresh, seasonally-inspired produce and high-quality ingredients sent directly to our customers. We do this by employing technology and expertise across many disciplines — demand planning, recipe creation, procurement, recipe merchandising, fulfillment operations, distribution, customer service, and marketing — to drive our end-to-end value chain. Corporate Information We were incorporated under the laws of the state of Delaware on December 22, 2016. Our principal executive offices are located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and our telephone number at that address is (000) 000-0000. Our website address is xxxx://xxx.xxxxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplementaccumulate bitcoin. We have included our website address in this prospectus supplement solely as an inactive textual reference. Implications not set any specific target for the amount of Being an Emerging Growth Company bitcoin we seek to hold, and a Smaller Reporting Company We currently qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, but will cease to be an emerging growth company on December 31, 2022.We currently also qualify as a “smaller reporting company” because the market value of our stock held by non-affiliates is less than $250 million. We we will continue to be monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin. This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings. We believe that bitcoin is attractive because it can serve as a smaller reporting company until eitherstore of value, supported by a robust and public open-source architecture, that is untethered to sovereign monetary policy. We also believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term. In addition, we believe that our bitcoin acquisition strategy is complementary to our enterprise analytics software business, as we believe that our bitcoin and related activities in support of the bitcoin network enhance awareness of our brand. We are also exploring opportunities to apply bitcoin and lightning network-related technologies into our software offerings.