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November 1, 2023
Adam Thomas
Chief Executive Officer and Chief Financial Officer
Trans American Aquaculture, Inc.
1022 Shadyside Lane
Dallas, TX 75223
Re:Trans American Aquaculture, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 5, 2023
File No. 333-274059
Dear Adam Thomas:
            We have reviewed your registration statement and have the following comments.
            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.
Amendment No. 1 to Registration Statement on Form S-1 filed October 5, 2023
Cover Page
1.We note your disclosure that "[t]he Selling Security Holder identified in this prospectus
may offer the shares of Common Stock from time to time through public or private
transactions at prevailing market prices or at privately negotiated prices." We also note
that your common stock is currently quoted on the OTC Pink marketplace. Please note
that the OTC Pink marketplace is not an established public trading market into which a
selling shareholder may offer and sell shares at other than a fixed price. Accordingly,
please revise your cover page disclosure, and make corresponding changes elsewhere in
the prospectus, to disclose a fixed price at which the selling stockholders will offer and
sell shares until your shares are listed on a national securities exchange or quoted on the
OTCQX or OTCQB, at which time they may be sold at prevailing market prices. Refer to
Item 501(b)(3) of Regulation S-K. Make conforming changes to the disclosure in your
Plan of Distribution.

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 November 1, 2023 Page 2
 FirstName LastName
Adam Thomas
Trans American Aquaculture, Inc.
November 1, 2023
Page 2
2.As a related matter, you disclose here and throughout your filing that your common shares
are "publicly traded on the OTC Markets." Please revise your disclosure to clarify that
your shares are quoted on the OTC Pink marketplace. Please include a risk factor as
appropriate describing any related risks specific to the OTC Pink marketplace.
3.We note your disclosure elsewhere in the filing that you have Series B, Series C, and
Series D Preferred Stock outstanding, and that these classes of securities have different
voting rights than the common shares you are registering in your offering. Please revise
the disclosure on your cover page to briefly describe the voting rights of these securities,
including, if true, that holders of these securities are entitled to a greater amount of votes
per share than your common shares on any matter submitted to a vote of your
shareholders. Describe the influence that holders of these securities may have on matters
submitted to a vote of your shareholders.
Prospectus Summary, page 1
4.Please substantiate your statements that refer to "superior," "highest standard of care," and
"premium" here and elsewhere in the prospectus. For example:

•"[P]romising our customers a superior product developed from the highest standard
of care.;"
•"We have and will continue to utilize superior genetic linage broodstock for
cultivation;" and

•"[W]e are a leading aquaculture company that provides premium quality, farm-raised
pacific white shrimp"

In addition, please clarify what is meant by "authentic" and "sustainable" practices, where
you refer to how you raise and harvest your shrimp.
5.To provide investors with additional context about your business, please revise your
prospectus summary to disclose, as you do elsewhere in the filing, that you have had an
accumulated deficit since inception, the amount of your accumulated deficit as of the
financial periods presented in the filing, and that you have yet to attain profitable
operations. Please also disclose that if you do not obtain additional financing, you will
face the risk of going out of business.
Risk Factors
If we do not obtain additional revenues or sufficient financing . . . ., page 4
6.We note your disclosure that "[o]ur management is currently engaged in actively pursuing
multiple financing options in order to obtain the capital necessary to execute our business
plan." Please briefly describe the financing options, including the status of any
negotiations or agreements.

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 November 1, 2023 Page 3
 FirstName LastName
Adam Thomas
Trans American Aquaculture, Inc.
November 1, 2023
Page 3
We are currently in default of secured debt . . . ., page 5
7.We note your disclosure that you are in default on a Secured Promissory Note from
June 2017. Please expand this disclosure here to provide more information on the default,
remedies, and any penalties or premiums that would be applied if repayment is made.
Please disclose if any of the proceeds from the Equity Financing Agreement will go
toward repaying this note, and discuss any other financing you have entered into or are
pursuing to repay this note. Additionally, please provide an update on the status of the
company entering into a repayment plan. Finally, please make revisions to the disclosure
in your "Liquidity" discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," to describe the impact, if any, of this default on
your liquidity and operations.
Our stock price may be volatile., page 13
8.We note your disclosure that the market price of your stock is likely to be highly volatile,
due to a bulleted list of factors including "[t]he impact of conflict between the Russian
Federation and Ukraine on our operations." Please revise your disclosure to include a risk
factor describing the relevant impacts of this conflict on your business.
Private Placement
Equity Financing Agreement, page 17
9.We note that your equity financing agreement can terminate upon the passage of 24
months from the date of the financing agreement. Please revise to include a discussion of
the likelihood that you will receive the full amount of proceeds available under the equity
line agreement. Make conforming changes to your risk factor disclosure, including a
discussion of the effects on your business if you do not receive the full amount of the
equity line.
Use of Proceeds, page 19
10.You disclose that "[t]o the extent we receive proceeds from the Puts to the Selling
Security Holder, we will use those proceeds for general corporate and working capital
purposes and acquisitions or assets, businesses or operations or for purposes our Board of
Directors deems to be in the best interests of the Company." Please clarify if any of the
proceeds will be used to discharge indebtedness, and if so, please include the additional
disclosures required under Item 504 of Regulation S-K.
Market Price of Common Stock and Other Stockholder Matters, page 21
11.We note your disclosure here that "the likely effect of designation as a penny stock is to
decrease the willingness of broker-dealers to make a market for the stock, to decrease the
liquidity of the stock and increase the transaction cost of sales and purchases of these
stocks compared to other securities."  Please revise your risk factor disclosures related to

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 November 1, 2023 Page 4
 FirstName LastNameAdam Thomas
Trans American Aquaculture, Inc.
November 1, 2023
Page 4
your penny stock designation to include a similar discussion of these risks.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 23
12.Please provide a critical accounting policy disclosure that explains why your inventory
balance tripled between December 31, 2022 and June 30, 2023 even though there were the
same number of shrimp at both dates (pp. F-7 and F-21). Disclose the specific procedures
that you use to apply your inventory accounting policies. For example, it is not clear how
you reasonably determined that the net realizable value of each shrimp exceeds $125 each
($498,232/4,000). Further, it is not clear how you reasonably determined that all 4,000
inventory items existed at each Balance Sheet date thus precluding the need for an
inventory allowance. In this regard, we note the mortality risk factors disclosed on page F-
9. Clarify how you determined that your inventory is stated at the lower of cost or
NRV given that your historical cost of sales have substantially exceeded corresponding
revenues. See the disclosure guidance in Item 303(b)(3) of Regulation S-K.
Results of Operations for the Three-Months Ended June 30, 2023 and 2022, page 24
13.We note your disclosure that the increase in professional fees for the three-months ended
June 30, 2023 "was due to increased legal and accounting fees due to [y]our merger with
GRPS and the filing of this Registration Statement." In an appropriate place in your filing,
including the description of your business, please provide additional details regarding
your merger with GRPS, including the material terms of the merger, a description of any
merger or related agreements, the parties to the merger, the merger consideration and the
date the merger closed. File any relevant merger agreement as an exhibit to your
registration statement.  See Item 601(b)(10) of Regulation S-K.
Results of Operations For the Years Ended December 31, 2022 and 2021, page 26
14.We note your disclosure that "[i]n 2022, the Company focused efforts primarily on the
development of genetic lines and did not produce a meaningful harvest." Please revise to
disclose whether this trend continued into your 2023 fiscal year, and whether you expect
this trend to continue in future financial periods.  Refer to Item 303(b)(2)(ii) of Regulation
S-K.
Liquidity and Capital Resources, page 27
15.We note your reference here to "the farm note." In the description of your liquidity, please
include a detailed discussion of the farm note, including but not limited to the parties to
the farm note, the date you entered into the farm note, the outstanding principal amount of
the farm note, and any relevant interest payments. As a related matter, in this section of
your filing, please describe any other debt instruments to which you are a party or were a
party in the financial periods presented in the filing, and describe the material terms of
these debt instruments, as appropriate.  In this regard, we note your reference to "notes

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 November 1, 2023 Page 5
 FirstName LastNameAdam Thomas
Trans American Aquaculture, Inc.
November 1, 2023
Page 5
payable" elsewhere in the filing and your discussion of long-term debt and notes payable
in the notes to the financial statements. Revise your risk factor disclosure to include any
risks to investors related to your current debt obligations, including the impact of the same
on your ability to incur additional debt in the future.
Business
Organization, page 29
16.We note your references throughout this section to "the Company," "Trans American
Aquaculture, LLC," "TAA," "we," Adam Thomas, and Richard Goulding. To provide
investors with the clarity needed to understand the relevant transactions discussed in this
section, please revise your disclosure to clearly describe the entity to which each of these
terms refer and the party each of the relevant persons represented or was affiliated with at
the time of the Change in Control and Reverse Acquisition.
Our Business, page 30
17.Please address the following issues related to your statements about your business:

•Where you disclose that your shrimp are raised to "exceed industry standards," please
clarify what these standards are and how your shrimp exceed these standards.
•We note your statement "We believe this to be a byproduct of the natural
environment along with our tried-and-true methods that provide a unique
combination unlike anywhere else." Please provide more context as to why you
believe this combination of factors is "unlike anywhere else."
•Please disclose the measure by which you determine your shrimp to be a "superior
product."
•You disclose that "[y]our onsite maturation and hatchery facilities give [you] a
distinct advantage on all other farms in Texas." Please clarify why you believe your
facilities give you this advantage, including a description of how other farms in Texas
compare to your facilities.
•We note your disclosure that your facility has been capable of producing shrimp of
greater than 28 grams on a large-scale consistent basis. Please revise your disclosure
to clarify whether your facilities are currently producing these shrimp on a large-scale
consistent basis.
18.We note your disclosure on page 6 that "We believe that we currently have a strong sales
program with various buyers, but we do not have contracts in place with those
buyers." Please amend the description of your business and products to clarify how you
distribute and sell your product. Your disclosure should clearly describe how you generate
revenue, including a description of your target customers and your sales program. As a

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 November 1, 2023 Page 6
 FirstName LastNameAdam Thomas
Trans American Aquaculture, Inc.
November 1, 2023
Page 6
related matter, we note your disclosure that you may seek to manage your exposure to
fluctuations in shrimp prices through, among other things, secondary processing activities.
Disclose whether you have historically or currently engage in secondary processing
activities, and describe how these activities differ from your typical sales program.
Our Products, page 31
19.We note your disclosure that "the product cycle for post-larvae (PL) is 21 days, so new
PLs can be sold every 21 days."  We also note that there appear to be several steps in your
diagram on page 32 prior to the larval stage. Please revise your disclosure to clarify the
full length of time for the shrimp life cycle until you harvest your product for sale. In
addition, please revise your disclosure to explain how this life cycle relates to your
inventory and sales process.
Our Markets
United States, page 33
20.Please revise your disclosure to provide support for the following statements or
characterize the same as management's opinions or beliefs:

•"[C]ompetitors focus on intensive methods that produce smaller shrimp." Please also
clarify if this statement refers to all or some of your competitors.

•"The demand for shrimp continues to rise and, more importantly, the demand for
premium quality product should impact prices positively going forward as demand
starts to again outpace supply."
•"The world's largest consumer markets for shrimp are (in order): China, the U.S., and
the EU+UK, with China consuming roughly 24% (1.8 MMT) of all produced shrimp.
The U.S. and EU account for roughly 10% each. Japan, being the 4th largest
consumer of shrimp, prefers larger, higher quality head on shrimp, but per capita
consumption is very dependent on the value of the Yen."
•"Recent developments around the use of antibiotics in Indian grown shrimp by the
EU, could significantly impact the exports by Indian countries. Indian shrimp imports
account for almost 40% of total imports for both the EU and the U.S. While the U.S.
has not expressed the same concern as the EU, the Food and Drug Administration
(the “FDA”) does follow closely the decisions of the EU on seafood imports. Any
reduction in importation of Indian shrimp to either the EU or U.S. will have dramatic
effects on regional prices."
•"Pacific Van