BLUE STAR FOODS CORP美股招股说明书(2024-12-30版)

BLUE STAR FOODS CORP.1,350,000 shares of Common Stock This prospectus relates to the potential offer and resale by the Selling Stockholders identified in thisprospectus or their permitted transferees (the “Selling Stockholders”) of 1,350,000 shares of our common stock,$0.0001 par value per share, (the “Common Stock”) consisting of (i) up to 1,000,000 shares issuable uponconversion of the principal and accrued interest at maturity of convertible promissory notes in the aggregateprincipal amount of $550,000 issued to Jefferson Street Capital, LLC (“Jefferson”) and Quick Capital, LLC (“QuickCapital”) in August 2024 (the “Private Placement Offering”), and (ii) up to 350,000 shares issuable pursuant to thatcertain purchase agreement (the “ELOC Purchase Agreement”) dated May 16, 2023, by and between ClearThinkCapital Partners, LLC (“ClearThink”) and us. See the section of this prospectus entitled “Offering” for a descriptionof the transactions and the section entitled “Selling Stockholders” for additional information about the SellingStockholders. The registration of the shares of our Common Stock covered by this prospectus does not necessarily meanthat any shares of our Common Stock will be sold by any of the Selling Stockholders, and we cannot predict whenor in what amounts any of the Selling Stockholders may sell any of our shares of Common Stock offered by thisprospectus. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest,may sell the Common Stock through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of thesecurities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may selltheir shares of Common Stock hereunder following the effective date of this registration statement. We providemore information about how a Selling Stockholders may sell its shares of Common Stock in the section titled “Planof Distribution” on page 34. There is currently a limited public trading market for our Common Stock. Our Common Stock is listed on the Over The Counter Pink Market (“OTC”) under the symbol “BSFC.”The last reported sale price of our Common Stock on the OTC on December 27, 2024, was $0.1470 per share.ClearThink is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The additional SellingStockholders are or may be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. We are registering the shares of Common Stock on behalf of the Selling Stockholders, to be offered andsold by them from time to time. We will not receive any proceeds from the sale of the Common Stock by the SellingStockholders in the offering described in this prospectus. We have agreed to bear all of the expenses incurred inconnection with the registration of the Common Stock. The Selling Stockholders will pay or assume discounts,commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for thesale of the Common Stock. Investing in our securities involves a high degree of risk. Before making any investment decision, you shouldcarefully review and consider all the information in this prospectus and the documents incorporated byreference herein, including the risks and uncertainties described under “Risk Factors” beginning on page 14. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THISPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ACRIMINAL OFFENSE. We may amend or supplement this prospectus from time to time by filing amendments or supplements asrequired. You should read the entire prospectus and any amendments or supplements carefully before youmake your investment decision. The date of this prospectus is December 30, 2024. BLUE STAR FOODS CORP. TABLE OF CONTENTS PageSpecial Note About Forward-Looking Statements4Prospectus Summary5Risk Factors14Use of Proceeds30Determination of the Offering Price30Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters30Selling Stockholders30Plan of Distribution34Management’s Discussion and Analysis of Financial Condition and Results of Operations36Description of Business48Management56Executive Compensation59Director Compensation65Security Ownership of Certain Beneficial Owners & Management66Certain Relationships and Related Transactions, and Corporate Governance67Description of Securities68Shares Eligible for Future Sale74Legal Matters75Experts75Additional Information75Financial StatementsF-1 You should rely only on the information contained in this prospectus. Neither we, nor the SellingStockholders have authorized anyone to provide information different from that contained in this prospectus. TheSelling S