Blue Star Foods Corp. Files S-1/A Amendment

TL;DR

<b>Blue Star Foods Corp. has filed an S-1/A amendment, providing updated information for its securities offering.</b>

AI Summary

Blue Star Foods Corp. (BSFC) filed a Amended IPO Registration (S-1/A) with the SEC on January 19, 2024. Blue Star Foods Corp. filed an S-1/A amendment on January 19, 2024. The company was formerly known as AG Acquisition Group II, Inc., with a name change on February 7, 2018. The filing is related to the 1933 Securities Act, with SEC file number 333-275955. Blue Star Foods Corp. is in the prepared fresh or frozen fish & seafood industry. The company's business and mailing address is 3330 Clematis Street, Suite 217, West Palm Beach, FL 33401.

Why It Matters

For investors and stakeholders tracking Blue Star Foods Corp., this filing contains several important signals. This S-1/A filing indicates ongoing efforts by Blue Star Foods Corp. to raise capital or register securities, which could impact its financial structure and future operations. The amendment suggests potential changes in the company's business strategy, financial reporting, or corporate governance that investors should monitor.

Risk Assessment

Risk Level: low — Blue Star Foods Corp. shows low risk based on this filing. The filing is an S-1/A amendment, which is a routine update for a company in the process of a securities offering or registration, and does not contain significant new financial or operational disclosures that would inherently increase risk.

Analyst Insight

Monitor future filings for details on the securities offering and any subsequent financial performance or strategic announcements.

Key Numbers

• 333-275955 — SEC File Number (SEC file number for the filing)
• 2024-01-19 — Filing Date (Date the S-1/A amendment was filed)
• 2018-02-07 — Name Change Date (Date the company changed its name from AG Acquisition Group II, Inc.)

Key Players & Entities

• Blue Star Foods Corp. (company) — Filer name
• AG Acquisition Group II, Inc. (company) — Former company name
• 333-275955 (regulator) — SEC file number
• 1933 Act (regulator) — SEC Act
• 2024-01-19 (date) — Filing date
• West Palm Beach, FL (location) — Business address

Forward-Looking Statements

• Blue Star Foods Corp. will face increased scrutiny from investors due to the restatement adjustment. (Blue Star Foods Corp.) — medium confidence, target: 2024-06-30
• The details regarding the Series A Preferred Stock could impact future dilution if converted. (Series A Eight Percentage Cumulative Convertible Preferred Stock) — high confidence, target: 2025-01-19

FAQ

Industry Context

Blue Star Foods Corp. operates in the prepared fresh or frozen fish & seafood industry, a sector focused on processing and distributing seafood products.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offerings in the United States.

What Investors Should Do

1. Review the full S-1/A filing for specific details on the securities being offered.
2. Analyze any subsequent amendments or updates to this filing for further information.
3. Research Blue Star Foods Corp.'s business operations and financial health.

Key Dates

• 2024-01-19: S-1/A Filing — Amendment to the registration statement
• 2018-02-07: Name Change — Company changed name from AG Acquisition Group II, Inc.

Year-Over-Year Comparison

This is an amendment (S-1/A) to a previous filing, indicating updates or corrections to the initial registration statement.

Key Financial Figures

• $0.0001 — 19,876,735 shares of our common stock, $0.0001par value per share, (the "Common Stock"
• $1,500,000 — es in the aggregate principal amount of $1,500,000 in total, each issued to Lind Global Fu
• $2.45 — e of warrants ( at an exercise price of $2.45 per share) , issued to Lind on May 30,
• $0.15 — Capital Market on January 10, 2024, was $0.15 per share. ClearThink is an "underwrite
• $0.4655 — ck and accompanying Common Warrants was $0.4655. Each Common Warrant has an exercise pr
• $0.4555 — Approval. The public offering price was $0.4555 per Pre-funded Warrant and accompanying
• $0.01 — ercisable and have an exercise price of $0.01 per share. H.C. Wainwright & Co., LLC
• $35,000 — the gross proceeds and reimbursement of $35,000 in non-accountable expenses and $100,00
• $100,000 — $35,000 in non-accountable expenses and $100,000 of legal fees and out-of-pocket expense
• $1.00 — ment to maintain a minimum bid price of $1.00 per share (the "Minimum Bid Requirement
• $2,500,000 — it no longer complied with the minimum $2,500,000 stockholders' equity required for conti
• $5 million — gistration statement with the SEC for a $5 million public offering by July 28, 2023 and de
• $1.07 b — our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a "
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our most
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt during the prec

Filing Documents

• forms-1a.htm (S-1/A) — 3019KB
• ex5-1.htm (EX-5.1) — 17KB
• ex21-1.htm (EX-21.1) — 4KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 16KB
• forms-1a_001.jpg (GRAPHIC) — 2KB
• forms-1a_002.jpg (GRAPHIC) — 2KB
• forms-1a_003.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001493152-24-003080.txt (&nbsp;) — 13034KB
• bsfc-20230930.xsd (EX-101.SCH) — 82KB
• bsfc-20230930_cal.xml (EX-101.CAL) — 79KB
• bsfc-20230930_def.xml (EX-101.DEF) — 422KB
• bsfc-20230930_lab.xml (EX-101.LAB) — 630KB
• bsfc-20230930_pre.xml (EX-101.PRE) — 521KB
• forms-1a_htm.xml (XML) — 2003KB

Use of Proceeds

Use of Proceeds 30 Determination of the Offering Price 30 Market Price of and Dividends on the Company's Common Equity and Related Stockholder Matters 30 Selling Stockholders 30 Plan of Distribution 33

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 35 Description of Business 47 Management 58

Executive Compensation

Executive Compensation 62 Director Compensation 67

Security Ownership of Certain Beneficial Owners & Management

Security Ownership of Certain Beneficial Owners & Management 69 Certain Relationships and Related Transactions, and Corporate Governance 70

Description of Securities

Description of Securities 72 Shares Eligible for Future Sale 77 Legal Matters 78 Experts 78 Additional Information 78

Financial Statements

Financial Statements F-1 You should rely only on the information contained in this prospectus. Neither we, nor the Selling Stockholders have authorized anyone to provide information different from that contained in this prospectus. The Selling Stockholders are offering to sell, and seeking offers to buy, shares of Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and any documents incorporated by reference herein and therein may contain forward looking statements that involve significant risks and uncertainties. All statements other than statements of historical fact contained in this prospectus and the documents incorporated by reference herein, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this prospectus and the documents incorporated by reference herein, which may cause our or our industry's actual results, levels of activity, performance or achievements expressed or implied by these forward-looking

forward-looking statements

forward-looking statements. We have based these forward-looking statements largely on our current expectations and assumptions about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading "Risk Factors" and those discussed in other documents we file with the SEC which are incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of the significant risks, uncertainties and assumptions that accompany forward-looking statements, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations. Any forward-looking statement you read in this prospectus, or any document incorporated by reference reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place un

View Full Filing

View this S-1/A filing on SEC EDGAR