Blue Star Foods Corp. Files S-1 for Potential Offering

TL;DR

Blue Star Foods S-1 filed. Looks like they're going public.

AI Summary

Blue Star Foods Corp. filed an S-1 form on November 19, 2024, indicating a potential public offering. The company, formerly AG Acquisition Group II, Inc., is involved in the prepared fresh or frozen fish & seafoods industry. Their business address is 3330 Clematis Street, Suite 217, West Palm Beach, FL 33401.

Why It Matters

This S-1 filing signals Blue Star Foods Corp.'s intention to raise capital through a public offering, which could significantly impact its growth and market position in the seafood industry.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is preparing to go public, which carries inherent risks related to market reception, regulatory hurdles, and financial performance.

Key Players & Entities

• Blue Star Foods Corp. (company) — Filer of the S-1
• AG Acquisition Group II, Inc. (company) — Former name of Blue Star Foods Corp.
• 3330 Clematis Street, Suite 217, West Palm Beach, FL 33401 (company) — Business and mailing address
• 20241119 (date) — Filing date of the S-1

FAQ

Key Financial Figures

• $0.0001 — f 1,350,000 shares of our common stock, $0.0001 par value per share, (the "Common Stock
• $550,000 — es in the aggregate principal amount of $550,000 issued to Jefferson Street Capital, LLC
• $0.2747 — apital Market on November 14, 2024, was $0.2747 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
• $20,000 — s decision. The fee for the hearing was $20,000. Afritex Services Agreement Expiratio
• $325,000 — 's outstanding debt is not greater than $325,000. The Company automatically extended the
• $300,000 — missory note in the principal amount of $300,000. The Company has engaged in an at-the-
• $1,000,000 — ecurities by the Company may not exceed $1,000,000, and (iii) for the period beginning on
• $500,000 — r the HCW ATM equals or is in excess of $500,000.00, or (ii) the date that is 120 days f
• $100,000.00 — e hereof, the Company shall pay to Lind $100,000.00 and an additional $3,000.00 for the Lin
• $3,000.00 — y to Lind $100,000.00 and an additional $3,000.00 for the Lind's legal expenses relating
• $179,400 — missory note in the principal amount of $179,400 with an original issue discount of $23,
• $23,400 — ,400 with an original issue discount of $23,400 (the "September Diagonal Note"). The Se
• $23,322 — Note has a one-time interest payment of $23,322 paid upon issuance and a maturity date
• $131,769 — Diagonal Note has an initial payment of $131,769 due on March 15, 2025, with monthly pay

Filing Documents

• forms-1.htm (S-1) — 3534KB
• ex10-89.htm (EX-10.89) — 78KB
• ex10-90.htm (EX-10.90) — 91KB
• ex10-91.htm (EX-10.91) — 78KB
• ex10-92.htm (EX-10.92) — 91KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 70KB
• 0001493152-24-046648.txt ( ) — 15299KB
• bsfc-20240930.xsd (EX-101.SCH) — 83KB
• bsfc-20240930_cal.xml (EX-101.CAL) — 87KB
• bsfc-20240930_def.xml (EX-101.DEF) — 407KB
• bsfc-20240930_lab.xml (EX-101.LAB) — 685KB
• bsfc-20240930_pre.xml (EX-101.PRE) — 518KB
• forms-1_htm.xml (XML) — 2491KB

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 34

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Description of Business 48 Management 56

Executive Compensation

Executive Compensation 59 Director Compensation 65

Security Ownership of Certain Beneficial Owners & Management

Security Ownership of Certain Beneficial Owners & Management 66 Certain Relationships and Related Transactions, and Corporate Governance 67

Description of Securities

Description of Securities 68 Shares Eligible for Future Sale 74 Legal Matters 75 Experts 75 Additional Information 75

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 filing on SEC EDGAR