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

TL;DR

Blue Star Foods (BSFC) filed an S-1/A, check financials.

AI Summary

Blue Star Foods Corp. filed an S-1/A amendment on August 12, 2024, detailing its financial status and business operations. The company, previously known as AG Acquisition Group II, Inc., is incorporated in Delaware and operates in the fresh or frozen fish & seafoods industry. Its principal business address is in West Palm Beach, Florida.

Why It Matters

This filing provides updated information for investors and the public regarding Blue Star Foods Corp.'s financial health and corporate actions, crucial for understanding its current market position.

Risk Assessment

Risk Level: medium — S-1/A filings often indicate a company is seeking to raise capital or make significant changes, which can introduce volatility and risk.

Key Numbers

• 2024-03-31 — Q1 2024 End Date (Financial reporting period)
• 2023-12-31 — FY 2023 End Date (Financial reporting period)
• 2022-12-31 — FY 2022 End Date (Financial reporting period)

Key Players & Entities

• Blue Star Foods Corp. (company) — Filer
• AG Acquisition Group II, Inc. (company) — Former Company Name
• 20240812 (date) — Filing Date
• 333-281270 (filing_number) — SEC File Number
• West Palm Beach, FL (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — f 3,743,000 shares of our common stock, $0.0001par value per share, (the "Common Stock"
• $1.85 — q Capital Market on August 2, 2024, was $1.85 per share. ClearThink is an "underwrite
• $1.00 — ment to maintain a minimum bid price of $1.00 per share for continued listing on The
• $5,000,000 m — e it is not in compliance with NASDAQ's $5,000,000 minimum stockholders' equity initial list
• $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
• $210,000 — te in the aggregate principal amount of $210,000 (the "May Agile Loan"). The May Agile L
• $84,000 — n will accrue principal and interest of $84,000 and has a maturity date of November 22,
• $10,500 — is required to make weekly payments of $10,500 until the maturity date. The Company
• $10,000 — d to pay Agile an administration fee of $10,000 upon execution. While the May Agile L
• $116,658 — to pay off its existing loan balance of $116,658 for the loan funded by Agile on June 26
• $10,889 — is required to make weekly payments of $10,889 until the maturity date. The proceeds o
• $240,000 — missory note in the principal amount of $240,000 at a rate of 19% per annum (the "FirstF
• $45,600 — also has a one-time interest payment of $45,600 and a maturity date of April 17, 2025.
• $185,600 — e initial payment on August 17, 2024 is $185,600. Monthly payments from September 2024 –

Filing Documents

• forms-1a.htm (S-1/A) — 3072KB
• ex5-1.htm (EX-5.1) — 15KB
• ex10-82.htm (EX-10.82) — 275KB
• ex10-83.htm (EX-10.83) — 241KB
• ex10-84.htm (EX-10.84) — 295KB
• ex10-85.htm (EX-10.85) — 19KB
• ex21-1.htm (EX-21.1) — 4KB
• ex107.htm (EX-FILING FEES) — 71KB
• forms-1_001.jpg (GRAPHIC) — 4KB
• forms-1_002.jpg (GRAPHIC) — 4KB
• forms-1_003.jpg (GRAPHIC) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• ex5-1_002.jpg (GRAPHIC) — 6KB
• ex10-82_001.jpg (GRAPHIC) — 471KB
• ex10-82_002.jpg (GRAPHIC) — 197KB
• ex10-82_003.jpg (GRAPHIC) — 178KB
• ex10-83_001.jpg (GRAPHIC) — 406KB
• ex10-83_002.jpg (GRAPHIC) — 161KB
• ex10-83_003.jpg (GRAPHIC) — 139KB
• 0001493152-24-031375.txt ( ) — 16402KB
• bsfc-20240331.xsd (EX-101.SCH) — 74KB
• bsfc-20240331_cal.xml (EX-101.CAL) — 86KB
• bsfc-20240331_def.xml (EX-101.DEF) — 368KB
• bsfc-20240331_lab.xml (EX-101.LAB) — 632KB
• bsfc-20240331_pre.xml (EX-101.PRE) — 480KB
• forms-1a_htm.xml (XML) — 2187KB

Use of Proceeds

Use of Proceeds 28 Determination of the Offering Price 28 Market Price of and Dividends on the Company's Common Equity and Related Stockholder Matters 28 Selling Stockholder 28 Plan of Distribution 31

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 32 Description of Business 49 Management 57

Executive Compensation

Executive Compensation 60 Director Compensation 66

Security Ownership of Certain Beneficial Owners & Management

Security Ownership of Certain Beneficial Owners & Management 67 Certain Relationships and Related Transactions, and Corporate Governance 68

Description of Securities

Description of Securities 69 Shares Eligible for Future Sale 75 Legal Matters 76 Experts 76 Additional Information 76

Financial Statements

Financial Statements F-1 You should rely only on the information contained in this prospectus. Neither we, nor the Selling Stockholder have authorized anyone to provide information different from that contained in this prospectus. The Selling Stockholder 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

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View this S-1/A filing on SEC EDGAR