SecProbe.io

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.

 FirstName LastNameJohn Keeler
 Comapany NameBlue Star Foods Corp.
 January 2, 2024 Page 2
 FirstName LastName
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.
5.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2023.

 FirstName LastNameJohn Keeler
 Comapany NameBlue Star Foods Corp.
 January 2, 2024 Page 3
 FirstName LastName
John Keeler
Blue Star Foods Corp.
January 2, 2024
Page 3
            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