Blue Star Foods Files S-1/A Amendment

TL;DR

Blue Star Foods (BSFC) filed an S-1/A. Looks like they're still prepping for a public offering.

AI Summary

Blue Star Foods Corp. filed an S-1/A amendment on November 25, 2024, for its registration statement. 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 indicates an update to Blue Star Foods Corp.'s registration statement, which is a crucial step for companies looking to offer securities to the public.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with companies seeking to go public or raise capital, which inherently carries higher risk than established public companies.

Key Numbers

• 333-283317 — SEC File Number (Identifies this specific registration filing)
• 241497347 — Film Number (Internal SEC processing number)
• 20241125 — Filing Date (Date the amendment was submitted)

Key Players & Entities

• Blue Star Foods Corp. (company) — Registrant
• AG Acquisition Group II, Inc. (company) — Former company name
• John Keeler (person) — Chief Executive Officer and Executive Chairman
• Mark Crone (person) — Agent for service
• Joseph Laxague (person) — Agent for service
• 3330 CLEMATIS STREET SUITE 217 WEST PALM BEACH, FL 33401 (company) — Business and mail address
• 3000 NW 109th Avenue Miami, Florida 33172 (company) — CEO's address
• 420 Lexington Avenue, Suite 2446 New York, New York 10170 (company) — Legal counsel address

FAQ

Key Financial Figures

• $5,750,000 — h the SEC on February 15, 2023) 4.4 $5,750,000 Secured Convertible Promissory Note, da
• $1,200,000 — th the SEC on January 28, 2022) 4.5 $1,200,000 Senior Secured Convertible Promissory N
• $300,000 — ly 27, 2023, in the principal amount of $300,000 issued by Blue Star Foods Corp. to Lind
• $14,000,000 — the SEC on November 8, 2018) 10.16 $14,000,000 Revolving Credit Note, dated August 31,
• $500,000 — the SEC on November 8, 2018) 10.20 $500,000 Demand Note, dated January 4, 2006 from
• $200,000 — the SEC on November 8, 2018) 10.21 $200,000 Demand Note, dated March 31, 2006 from
• $100,000 — the SEC on November 8, 2018) 10.22 $100,000 Demand Note, dated November 21, 2007, f
• $516,833.83 — the SEC on November 8, 2018) 10.23 $516,833.83 Demand Note, dated July 31, 2013 from K
• $1,000,000 — ith the SEC on April 1, 2019) 10.25 $1,000,000 Promissory Note, dated March 26, 2019,
• $5,000,000 — d March 31, 2021 in the amount of up to $5,000,000 issued by John Keeler & Co. Inc. and Co
• $2.00 — orm of common stock Purchase Warrant at $2.00 per share (incorporated by reference to

Filing Documents

• forms-1a.htm (S-1/A) — 127KB
• ex5-1.htm (EX-5.1) — 16KB
• forms1a_001.jpg (GRAPHIC) — 11KB
• forms1a_002.jpg (GRAPHIC) — 5KB
• 0001493152-24-047660.txt ( ) — 168KB

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on November 25, 2024. BLUE STAR FOODS CORP. By: /s/ John Keeler John Keeler Chief Executive Officer and Executive Chairman (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. November 25, 2024 By: /s/ John Keeler John Keeler Chief Executive Officer and Executive Chairman and director (Principal Executive Officer and Principal Financial and Accounting Officer) November 25, 2024 By: /s/ Claudia Campos Claudia Campos Corporate Controller November 25, 2024 By: /s/ Jeffrey J. Guzy Jeffrey J. Guzy Director November 25, 2024 By: /s/ Nubar Herian Nubar Herian Director November 25, 2024 By: /s/ Timothy McLellan Timothy McLellan Director November 25, 2024 By: /s/ Trond Ringstad Trond Ringstad Director

View Full Filing

View this S-1/A filing on SEC EDGAR