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United States securities and exchange commission logo
January 3, 2024
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. 2 to Registration Statement on Form S-1
Filed December 7, 2023
File No. 333-274059
Dear Adam Thomas:
            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 November 1, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed December 7, 2023
Prospectus Summary
Our Business, page 2
1.We note your response to previous comment 17 and reissue the comment in part. 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.
Risk Factors
Risks Related to Our Business
We are currently in default of secured debt . . . ., page 6
2.We note your revised disclosure in response to comment 7, including your disclosure that
your informal agreement with your lender includes payments to the lender from your

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 January 3, 2024 Page 2
 FirstName LastNameAdam Thomas
Trans American Aquaculture, Inc.
January 3, 2024
Page 2
harvest sales, broodstock sales, and raising capital. Please revise your disclosure to
provide an estimate of your payments due under the informal agreement.
We may be unable to effectively hedge our exposure to short- and medium- term fluctuations in
shrimp prices., page 7
3.We note your revised disclosure in response to previous comment 18 and reissue the
comment in part. We note your disclosure in this risk factor 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies, page 24
4.We reference the disclosures provided in response to prior comment 12 to our letter
dated November 1, 2023. It remains unclear how you are valuing your inventory each
period. Please more fully explain your "blended method" and clarify if you are using
different valuation methodologies (cost versus net realizable value) each quarter and, if so,
how your accounting and disclosure is in compliance with US GAAP. The disclosure
should clearly explain the procedures you used to estimate the quantity of shrimp included
in inventory at each Balance Sheet date as well as the net realizable value per pound given
that you did not sell any shrimp in the 12 months ended September 30, 2023. In your
disclosure, quantify the expected number of days between when you acquire the inventory
and when that inventory can be sold. Explain why you were not able to sell the $125,000
of shrimp before they expired. Address also the concerns with your December 31, 2022
inventory balance as communicated in our prior letter. Further, please disclose how much
inventory has been sold since September 30, 2023 and whether they were sold at a
loss. We reference ASC 330-30-3 and ASC 330-10-50-1.
5.As a related matter, please reconcile the critical accounting policies for inventory on page
24 with the disclosure on page F-8 that inventory is valued at lower of cost or the net
realizable value on a first-in, first-out basis.
Business Overview, page 24
6.We note your statement that you are "a leading aquaculture company that provides
premium quality, farm-raised pacific white shrimp." Please substantiate your statements
that you are a "leading" aquaculture company, including the measure by which you are a
leading company.
Results of Operations For the Years Ended December 31, 2022 and 2021, page 27
7.We note your revised disclosure in response to previous comment 14 that in future
periods, your focus will be on "developing these genetic lines, producing shrimp for

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 January 3, 2024 Page 3
 FirstName LastName
Adam Thomas
Trans American Aquaculture, Inc.
January 3, 2024
Page 3
consumption and selling broodstock." Please expand on this statement to note whether
you anticipate you will produce a meaningful harvest for 2023 and future periods and
to explain in more detail why the Company did not produce a meaningful harvest in 2022.
Please explain any challenges you experienced related to the 2022 harvest, and, to the
extent material, include applicable risk factor disclosure. In this regard, we note your
disclosure on page 34 that as a result of your five-month grow process you are "able to
produce two meaningful large harvests." However, you reported no revenue for the nine
months ended September 30, 2023. In addition to discussing your expectations with
respect to the 2023 harvest, please also explain if you were able to produce a meaningful
harvest during the first half of 2023.
Liquidity and Capital Resources, page 28
8.We note your disclosure that your notes to shareholders are due on December 31, 2023,
and that you expect to extend the maturity date to 2024 or a later date. Please revise your
disclosure to provide an update of the status of these notes.
Business
Organization, page 31
9.We note your revised disclosure in response to previous comment 16 and reissue the
comment. This section contains various references 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 Products, page 34
10.We note your statement that your five-month grow process "translates into [you] being
able to produce two meaningful large harvests" and that you "start the process in January,
then end in November." Please expand on this disclosure to explain when in this process
you generate revenue and describe the extent to which your business is or may be
seasonal. To the extent your annual results of operations are dependent on sales of shrimp
from a bi-annual or annual shrimp harvest, please include applicable risk factor disclosure.
Government Regulation, page 38
11.We note your revised disclosure in response to previous comment 23 and reissue the
comment in part. In your risk factor disclosures, you note that shrimp farming and
processing industries are subject to food safety and environmental regulations. Please
describe the relevant food safety and environmental regulations here.

 FirstName LastNameAdam Thomas
 Comapany NameTrans American Aquaculture, Inc.
 January 3, 2024 Page 4
 FirstName LastName
Adam Thomas
Trans American Aquaculture, Inc.
January 3, 2024
Page 4
Executive Compensation, page 42
12.Please update the executive compensation disclosure for your fiscal year ended December
31, 2023. Refer to Item 402 of Regulation S-K.
Review Report, page F-2
13.Please file a consent for inclusion of the review report.
Consolidated Financial Statements as of September 30, 2023 and 2022
Note 2. Significant Accounting Policies, Inventory, page F-8
14.We do not see where you included the requested disclosures from prior comment 24 in our
letter dated November 1, 2023. Please revise to provide quantitative detail of the material
components included in the inventory balance at the balance sheet dates. Reference Rules
5-02.6(a) of Regulation S-X.
General
15.We note your citation to a recent article in footnote 1 on page 2 of your filing. This article
discusses recent trends in the shrimp industry, including that, according to preliminary
2023 data from the National Marine Fisheries Service, shrimp prices have dropped by as
much as 44 percent since 2022. Please revise your risk factors, MD&A, and business
section to discuss this recent trend, including the impact on your business and operations.
            Please contact Kristin Lochhead at 202-551-3664 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brian Higley, Esq