Correspondence 0001493152-24-003081 from Blue Star Foods Corp. (BSFC) (CIK 0001730773) (BSFC)
Blue Star Foods Corp. (BSFC) (CIK 0001730773)
Date: Jan. 19, 2024 · CIK: 0001730773 · Accession: 0001493152-24-003081
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275955
Referenced dates: January 2, 2016
Letter
Division of Corporation Finance Registration Statement on Form S-1 Filed January 12, 2024 File No. 333-275955
Re: Blue Star Foods Corp.
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, 2016, with reference to the Company’s Registration Statement on Form S-1 filed with the Commission on January 12, 2024.
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.
Amendment No. 1 to Registration Statement on Form S-1 filed January 12, 2024
General
1. We note you 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.
Response: The Amended Registration Statement has been revised in accordance with the comments of the Staff on the cover page and within the Plan of Distribution section.
Wilshire Blvd, Suite 900, Los Angeles, CA 90025
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 19, 2024
Page
Director Compensation, page 67
2. Despite your response appear 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.
Response: The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Exhibits
3. Please file the legal opinion listed as Exhibit 5.1 with the next amendment to your registration statement
Response: The Amended Registration Statement 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/ Joseph Laxague
Joseph Laxague, Esq.
cc: John Keeler
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CORRESP
1
filename1.htm
January
19, 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
January 12, 2024
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, 2016, with reference to the Company’s Registration
Statement on Form S-1 filed with the Commission on January 12, 2024.
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.
Amendment
No. 1 to Registration Statement on Form S-1 filed January 12, 2024
General
1.
We
note you 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.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff on the cover page and within
the Plan of Distribution section.
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
19, 2024
Page
2
Director
Compensation, page 67
2.
Despite
your response appear 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.
Response:
The Amended Registration Statement has been revised in accordance with the comments of the Staff.
Exhibits
3.
Please
file the legal opinion listed as Exhibit 5.1 with the next amendment to your registration statement
Response:
The Amended Registration Statement 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/
Joseph Laxague
Joseph
Laxague, Esq.
cc:
John
Keeler