SecProbe.io

CORRESP
1
filename1.htm

January
11, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Patrick
    Fullem

    Jennifer
    Angelini

    Re:
    Blue
    Star Foods Corp.

    Registration
    Statement on Form S-1

    Filed
    December 8, 2023

    File
    No. 333-275955

Dear
Sirs and Madams:

On
behalf of Blue Star Foods Corp., a Delaware corporation (the “Company”), we hereby file with the Securities and Exchange
Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended Registration Statement”)
in response to the comments of the staff (the “Staff”), dated January 2, 2024, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on December 8, 2023.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

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.

Response:
The Amended Registration has been revised in accordance with the comments of the Staff on pages 2, 10 and 29 and exhibit 107. The
Company is not registering warrants and that discrepancy has been amended.

11620
Wilshire Blvd, Suite 900, Los Angeles, CA 90025

500
Fifth Avenue, Suite 938, New York, NY 10110

NYC
Office: 646.861.7891

www.cronelawgroup.com

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

January
11, 2024

Page
2

    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.

Response:
The Amended Registration has been revised in accordance with the comments of the Staff on pages 2, 10 and 29 and exhibit 107. The
Company is not registering warrants and that discrepancy has been amended.

    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.

Response:
The Amended Registration has been revised in accordance with the comments of the Staff on the cover page.

    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

Response:
The Amended Registration has been revised in accordance with the comments of the Staff on pages 9 and 30.

    5.
    Please
    update your compensation disclosure to reflect the fiscal year ended December 31, 2023.

Response:
The Amended Registration has been revised in accordance with the comments of the Staff.

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

    THE
    CRONE LAW GROUP P.C.

    By:
    /s/ Cassi Olson

    Cassi
    Olson

    cc:
    Joe
    Laxague, Esq.

    John
    Keeler