SEC Comment Letter 0000000000-24-000493 to Blue Star Foods Corp. (BSFC) (CIK 0001730773) (BSFC)
Blue Star Foods Corp. (BSFC) (CIK 0001730773)
Date: Jan. 16, 2024 · CIK: 0001730773 · Accession: 0000000000-24-000493
AI Filing Summary & Sentiment
File numbers found in text: 333-275955
Letter
United States securities and exchange commission logo January 16, 2024 John Keeler Chief Executive Officer Blue Star Foods Corp. 3000 NW 109th Avenue Miami, FL 33172 Re:Blue Star Foods Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 12, 2024 File No. 333-275955 Dear John Keeler: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our January 2, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 filed January 12, 2024 General 1.We note your revised disclosure on the cover page indicating that each selling stockholder "is or may be" deemed to be an underwriter. Please revise to clearly state that ClearThink Capital Partners, LLC is an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Please revise the Plan of Distribution section accordingly. Director Compensation, page 67 2.Despite your response to prior comment 5, it does not appear that director compensation has been updated to reflect the year ended December 31, 2023. Accordingly, we reissue our comment.
FirstName LastNameJohn Keeler Comapany NameBlue Star Foods Corp. January 16, 2024 Page 2 FirstName LastName John Keeler Blue Star Foods Corp. January 16, 2024 Page 2 Exhibits 3.Please file the legal opinion listed as Exhibit 5.1 with the next amendment to your 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
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United States securities and exchange commission logo
January 16, 2024
John Keeler
Chief Executive Officer
Blue Star Foods Corp.
3000 NW 109th Avenue
Miami, FL 33172
Re:Blue Star Foods Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 12, 2024
File No. 333-275955
Dear John Keeler:
We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 2, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed January 12, 2024
General
1.We note your revised disclosure on the cover page indicating that each selling
stockholder "is or may be" deemed to be an underwriter. Please revise to clearly state that
ClearThink Capital Partners, LLC is an underwriter within the meaning of Section
2(a)(11) of the Securities Act. Please revise the Plan of Distribution section accordingly.
Director Compensation, page 67
2.Despite your response to prior comment 5, it does not appear that director compensation
has been updated to reflect the year ended December 31, 2023. Accordingly, we reissue
our comment.
FirstName LastNameJohn Keeler
Comapany NameBlue Star Foods Corp.
January 16, 2024 Page 2
FirstName LastName
John Keeler
Blue Star Foods Corp.
January 16, 2024
Page 2
Exhibits
3.Please file the legal opinion listed as Exhibit 5.1 with the next amendment to your
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