United States securities and exchange commission logo
January 2, 2024
John Keeler
Chief Executive Officer
Blue Star Foods Corp.
3000 NW 109th Avenue
Miami, FL 33172
Re: Blue Star Foods
Corp.
Registration
Statement on Form S-1
Filed December 8,
2023
File No. 333-275955
Dear John Keeler:
We have conducted a limited review of your registration statement
and have the
following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 8, 2023
General
1. Please revise your
registration statement to clearly identify the securities that are being
offered. In this
regard, we note that the heading and disclosure on the prospectus cover
page refers to
19,876,735 shares of common stock, yet additional disclosure and Exhibit
107 refers to warrants.
Revise to clarify whether you are registering the warrants and/or
the shares underlying
such warrants.
2. We note there does not
appear to be an established public trading market for the
warrants to purchase up
to 435,035 shares of common stock. Please revise your prospectus
to disclose a fixed
price at which the selling stockholders will offer and sell the warrants.
Refer to Item 501(b)(3)
of Regulation S-K. Also, disclose, if true, that there is no
established public
trading market for the warrants and that you do not intend to apply to
list the warrants on a
national securities exchange or recognized trading system.
John Keeler
Blue Star Foods Corp.
January 2, 2024
Page 2
3. Please revise your registration statement to identify ClearThink
Capital Partners, LLC as
an underwriter. Refer to Securities Act Sections Compliance and
Disclosure
Interpretations Question 139.22.
4. We note your disclosure on the prospectus cover page that on May 16,
2023 you and
ClearThink Capital Partners, LLC entered into a purchase agreement.
Please revise your
filing throughout to discuss the material terms of this agreement,
including:
the term of the agreement;
the material conditions under which you may access the funds
available under the
agreement;
the possibility that you may not have access to the full amount
available to you under
the agreement; and
whether an investor can engage in short-selling activities and, if
so, how any sales
activities after announcement of a put may negatively affect the
company s share
price.
FirstName LastNameJohn Keeler
Comapany
5. NameBlue
Please Starcompensation
update your Foods Corp. disclosure to reflect the fiscal year
ended December 31,
January2023.
2, 2024 Page 2
FirstName LastName
John Keeler
FirstName LastNameJohn Keeler
Blue Star Foods Corp.
Comapany
January NameBlue Star Foods Corp.
2, 2024
January
Page 3 2, 2024 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at
202-551-3047 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Cassie Olson