RegistrationNo. 333-______

Asfiled with the Securities and Exchange Commission on January 14, 2019

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

BLUESTAR FOODS CORP.

(Exactname of registrant as specified in its charter)

3000NW 109th Avenue

Miami,Florida 33172

(305)836-6858

(Address,including zip code, and telephone number, including area code of registrant’s principal executive offices)

ChristopherConstable

ChiefFinancial Officer

BlueStar Foods Corp.

3000NW 109th Avenue

Miami,Florida 33172

(305)836-6858

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

MarkCrone, Esq.

TheCrone Law Group, P.C.

9665Wilshire Boulevard

Suite895

BeverlyHills, California 90212

mcrone@cronelawgroup.com

Telephone:(860) 202-6845

Facsimile:(818) 688-3130

and

EricMendelson, Esq.

TheCrone Law Group, P.C.

60East 42nd Street

Suite4700

NewYork, New York 10165

emendelson@cronelawgroup.com

Telephone:(646) -278-0886

Facsimile:(212) 840-8560

Approximatedate of commencement of proposed sale to the public: From time to time after the effective date of this registration statement,as determined by the selling stockholders.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933 check the following box. [X]

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, pleasecheck the following box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

CALCULATIONOF REGISTRATION FEE

Theregistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date untilthe registrant shall file a further amendment which specifically states that this registration statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effectiveon such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

THEINFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENTFILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND ISNOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED

PROSPECTUS

BLUESTAR FOODS CORP.

17,074,750shares of Common Stock

Thisprospectus relates to the resale by the selling stockholders identified in this prospectus of up to 17,074,750 shares of our commonstock, consisting of (i) 15,000,000 shares issuable in connection with the merger of Blue Star Acquisition Corp., a wholly-ownedFlorida subsidiary of the Blue Star Foods Corp. (formerly A.G. Acquisition Group II, Inc.), a Delaware corporation, with and intoJohn Keeler & Co., Inc., d/b/a Blue Star Foods, a privately held Florida corporation, which was the surviving corporationand thus became our wholly-owned subsidiary (the “Merger”); 750,000 shares retained by the pre-merger stockholdersand their assignee (iii) 362,500 shares issuable upon the conversion of 8% Series A convertible preferred stock, par value $0.0001per share (the “Series A Stock”) issued in connection with a private placement offering on November 8, 2018 (the “Offering”);(iv) 181,250 shares issuable upon the exercise of three-year warrants with an exercise price of $2.40 per share (the “Warrants”),issued in connection with the Offering; (v) 344,000 shares issuable upon the conversion of Series A Stock issued in connectionwith the settlement and release of claims by certain investors of the Company (the “Company Settlement”); and (vi)172,000 shares issuable upon the exercise of Warrants issued in connection with the Company Settlement. . We are also registeringan aggregate of 265,000 shares issued to certain selling stockholders for services provided to the Company in connection withthe Offering and the Merger. See the section of this prospectus entitled “Merger and Related Transactions” for a descriptionof the transactions and the section entitled “Selling Stockholders” for additional information about the selling stockholders.

Theregistration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our commonstock will be sold by any of the selling stockholders, and we cannot predict when or in what amounts any of the selling stockholdersmay sell any of our shares of common stock offered by this prospectus.

Thereis not currently, and there has never been, any established public trading market for our common stock. Our common stock is notcurrently eligible for trading on any national securities exchange, including the NASDAQ Stock Market, or any over-the-countermarkets, including the OTC Markets—OTCQB tier, or OTCQB. We cannot assure you that our common stock will become eligiblefor trading on any exchange or market.

Untilsuch time as our common stock is quoted on the OTCQB or another public trading market otherwise develops, the selling stockholdersidentified herein may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $2.00 per share.At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactionsat prevailing market prices or at privately negotiated prices.

TheCompany intends to apply for approval from the Financial Industry Regulatory Authority (“FINRA”) for our common stockto be eligible for trading on the Over-The-Counter Bulletin Board. However, there is no assurance that the Company will receiveapproval, and if it does receive such approval, there can be no assurance that a trading market will develop, or, if developed,that it will be sustained.

Wewill pay all fees and expenses incident to the registration of the resale of shares of our common stock under this prospectus.

Weare not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or dispositionby the selling stockholders of the shares of our common stock covered by this prospectus. However, if the selling stockholdersexercise their Warrants with respect to all of the 353,250 shares of common stock subject to the Warrants offered hereby, we wouldreceive gross proceeds of $847,800.

Investingin our securities involves a high degree of risk. Before making any investment decision, you should carefully review and considerall the information in this prospectus and the documents incorporated by reference herein, including the risks and uncertaintiesdescribed under “Risk Factors” beginning on page 9.

NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORDETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Wemay amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision.

Weare an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

Thedate of this prospectus is _________, 2019.

BLUESTAR FOODS CORP.

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or a supplement to this prospectus. We have not authorized anyoneto provide you with different information. This prospectus is not an offer to sell securities, and it is not soliciting an offerto buy securities, in any jurisdiction where the offer or sale is not permitted. You should not assume that the information containedin this prospectus or any supplement to this prospectus is accurate as of any date other than the date on the front cover of thosedocuments.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains “forward-looking statements”. Forward-looking statements reflect the current view about futureevents. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,”“future,” “intend,” “plan,” or the negative of these terms and similar expressions, as theyrelate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statementscontained in this prospectus relating to our business strategy, our future operating results and liquidity and capital resourcesoutlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economyand other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties,risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplatedby the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance.We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actualresults to differ materially from those in the forward-looking statements include, without limitation, a continued decline ingeneral economic conditions nationally and internationally; decreased demand for our products and services; market acceptanceof our products and services; our ability to protect our intellectual property rights; the impact of any infringement actionsor other litigation brought against us; competition from other providers and products; our ability to develop and commercializenew and improved products and services; our ability to raise capital to fund continuing operations; changes in government regulation;our ability to complete customer transactions and capital raising transactions; and other factors (including the risks containedin the section of this prospectus entitled “Risk Factors”) relating to our industry, our operations and results ofoperations and any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, or shouldthe underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,expected, intended or planned.

Factorsor events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predictall of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicablelaw we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PROSPECTUSSUMMARY

Thissummary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does notcontain all of the information that you should consider in making an investment decision. You should read this entire prospectuscarefully, including the information under “Risk Factors” and our financial statements and the related notes includedelsewhere in this prospectus, before investing.

Inthis prospectus, “Blue Star,” the “Company,” “we,” “us,” and “our”refer to Blue Star Foods Corp.

Overview

Wewere incorporated on October 17, 2017 in the State of Delaware as a blank check company to be used as a vehicle to pursue a businesscombination. Prior to the Merger, we engaged in organizational efforts. Following the Merger, we discontinued our prior activitiesof seeking a business for a merger or acquisition and acquired the business of John Keeler & Co., Inc., d/b/a Blue Star Foods,a Florida corporation formed on May 5, 1995 (“Keeler & Co”).

Weare an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafoodproducts. Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, Philippinesand China and distributing it in the United States, Canada and Europe under several premium brand names such as Blue Star, Oceanica,Pacifika, Crab & Go and Harbor Banks. Our products are also sold in Mexico, Central America, the Caribbean, the European Union,the United Arab Emirates, Singapore and Hong Kong. The crab meat which we import is processed in 14 plants throughout SoutheastAsia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sell primarily to foodservice distributors. We also sell our products to wholesalers, retail establishments and seafood distributors. See “Descriptionof Business” below.

Ourexecutive offices are located at 3000 NW 109th Avenue, Miami, Florida 33172 and our telephone number is (305) 836-6858.

TheMerger and Related Transactions

MergerAgreement

OnNovember 8, 2018 (the “Closing Date”), the Company (formerly known as A.G. Acquisition Group II, Inc.) entered intoan Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), with Keeler & Co, a privately heldFlorida corporation, Blue Star Acquisition Corp., our newly formed, wholly-owned Florida subsidiary (“Acquisition Sub”),and John Keeler, John Keeler & Co’s sole stockholder (the “Sole Stockholder”). Pursuant to the terms ofthe Merger Agreement, Acquisition Sub merged with and into Keeler & Co, which was the surviving corporation and thus becameour wholly-owned subsidiary.

Atthe Closing Date, each of the 500 shares of common stock of Keeler & Co issued and outstanding immediately prior to the closingof the Merger was converted into 30,000 shares of our common stock. As a result, an aggregate of 15,000,000 shares of our commonstock were issued to the Sole Stockholder.

Atthe effective time of the Merger, the Company redeemed an aggregate of 9,250,000 shares of common stock from the pre-Merger stockholdersof the Company (the “Pre-Merger Holders”) for cancellation by the Company (the “Share Redemption”) and,as a result, the Pre-Merger Holders retained an aggregate of 750,000 shares of common stock after the Merger, representing a valueof $1.5 million. The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connectionwith the consummation of the Merger.

TheMerger Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customaryclosing conditions. Breaches of the representations and warranties will be subject to indemnification provisions.

Offering

Concurrentlywith the closing of the Merger, we closed the Offering in which we sold an aggregate of 725 Units at a purchase price of $1,000per Unit for aggregate gross proceeds of $725,000 to two accredited investors pursuant to a subscription agreement. Each Unitconsisted of one share of the Company’s Series A Stock. The Series A Stock is convertible into shares (the “ConversionShares”) of the Company’s common stock, at a conversion rate of $2.00 per share (the “Conversion Rate”)and a Warrant to purchase one-half of one share of common stock for every share of common stock that would be received upon conversionof a share of Series A Stock (the “Warrant Shares”), at an exercise price of $2.40.

Thenet proceeds of the Offering were used by the Company for general corporate purposes.

CompanySettlement

Effectiveupon the closing of the Merger, we issued an aggregate of 688 Units to eleven “accredited investors” (the “SettlementParties”) for each such individual or entity entering into a settlement and mutual general release agreement (the “SettlementAgreement”) with the Company in full and complete settlement and satisfaction and release of claims such Settlement Partiesmay have against the Company (the “Company Settlement”).

2018Equity Incentive Award Plan

Inconnection with the Merger, we adopted the 2018 Equity Incentive Award Plan (the “2018 Plan”), which was effectiveimmediately prior to the consummation of the Merger. The principal purpose of the 2018 Plan is to attract, retain and motivateselected employees, consultants and non-employee directors through the granting of stock-based compensation awards and cash-basedperformance bonus awards. 7,500,000 shares of common stock are reserved for issuance under the 2018 Plan as future incentive awardsto executive officers, employees, consultants and directors.

Uponthe closing of the Merger, (i) options to purchase an aggregate of 104 shares of Keeler & Co’s common stock at an exerciseprice of $10,000 per share, which were outstanding immediately prior to the closing of the Merger, were converted into ten-yearimmediately exercisable options to purchase an aggregate of 3,120,000 shares of common stock at an exercise price of $0.333 underthe 2018 Plan, and (ii) ten-year options to purchase 3,120,000 shares of common stock at an exercise price of $2.00, which vestone-year from the date of grant, were issued under the 2018 Plan.

Changesto the Board of Directors and Executive Officers

Onthe Closing Date of the Merger, Laura Anthony and Howard Gostfrand, the then-current directors and Chief Financial Officer andChief Executive Officer of the Company, respectively, resigned from all such positions as directors and officers of the Companyand were replaced by new officers and directors. Immediately following the closing of the Merger, our board of directors was reconstitutedto consist of John Keeler, Carlos Faria, Christopher Constable and Nubar Herian. Following the Merger, our officers consistedof the officers of Keeler & Co. immediately prior to the Merger. See “Management - Directors and Executive Officers”below for information about our new directors and executive officers.

Lock-upAgreements

Inconnection with the Merger, each of our executive officers and directors after giving effect to the Merger (the “RestrictedHolders”) and each of the Pre-Merger Holders, holding at the closing date of the Merger an aggregate of 750,000 shares ofour common stock, entered into lock-up agreements (the “Lock-Up Agreements”), whereby the Restricted Holders are restrictedfor a period of 18 months and the Pre-Merger Holders are restricted for 12 months, after the Merger (the “Restricted Period”),from sales or dispositions (including pledges) in excess of 50% of all of the Common Stock held by (or issuable to) them and ata price below $2.20 per share (such restrictions together the “Lock-Up”). Notwithstanding such restrictions, duringthe Restricted Period (i) the Restricted Holders may transfer up to 10% of their shares to a charitable organization which agreesto be bound by such Lock-Up restrictions and (ii) the Pre-Merger Holders may transfer up to 10% of their shares to a third partywhich agrees to be bound by such Lock-Up restrictions. From and after the Restricted Period, neither the Restricted Holders northe Pre-Merger Holders may sell, dispose or otherwise transfer more than one-third of the Common Stock held by such Holder inany two-month period.

Redemptionfrom Pre-Merger Holders

Inconnection with the Merger, the Company redeemed an aggregate of 9,250,000 shares of common stock from the Pre-Merger Holdersfor cancellation by the Company (the “Share Redemption”) and, as a result, the stockholders retained an aggregateof 750,000 shares of common stock after the Merger (the “Retained Shares”), representing a value of $1.5 million.The shares were redeemed in consideration for the direct benefit the Pre-Merger Holders will receive in connection with the consummationof the Merger.

Theshares of the Company’s common stock issued in connection with the Merger and the Units, Series A Stock and Warrants issuedin connection with the Offering and the Company Settlement were exempt from registration under Section 4(a)(2) of the SecuritiesAct and Rule 506 of Regulation D promulgated by the SEC thereunder.

Theclosing of the Offering and the closing of the Merger were conditioned upon each other.

SUMMARYOF THE OFFERING

Thefollowing is a summary of the shares being offered by the selling stockholders:

Thenumber of shares of our common stock that will be outstanding immediately after this offering is based on 16,015,000 shares ofcommon stock outstanding as of January 11, 2019 and excludes an aggregate of 7,299,750 shares of common stock issuable upon theexercise of stock options and warrants and the conversion of the Series A Stock. 

RISKFACTORS

Youshould consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus.If any of the following risks are realized, our business, financial condition, results of operations and prospects could be materiallyand adversely affected the value of our common stock could decline, and you may lose all or part of your investment. The risksdescribed below are not the only risks facing the Company. Risks and uncertainties not currently known to us or that we currentlydeem to be immaterial also may materially adversely affect our business, financial condition, results of operations and/or prospects.

RisksRelating to Our Company and Business

Futureacquisitions may have an adverse effect on our ability to manage our business.

Selectiveacquisitions currently form part of our strategy to further expand our business. If we are presented with appropriate opportunities,we may acquire additional businesses, services or products that are complementary to our core business. Future acquisitions andthe subsequent integration of new companies into ours would require significant attention from our management. Future acquisitionswould also expose us to potential risks, including risks associated with the assimilation of new operations, services and personnel,unforeseen or hidden liabilities, the diversion of resources from our existing businesses and technologies, the inability to generatesufficient revenue to offset the costs and expenses of acquisitions and potential loss of, or harm to, relationships with employeesas a result of integration of new businesses. The diversion of our management’s attention and any difficulties encounteredin any integration process could have a material adverse effect on our ability to manage our business.

Thevalue of crab meat is subject to fluctuation which may result in volatility of our results of operations and the value of an investmentin the Company.

Ourbusiness is dependent upon the sale of a commodity which value is subject to fluctuation and which value greatly fluctuates. Ournet sales and operating results vary significantly due to the volatility of the value of the crab meat that we sell which mayresult in the volatility of the market price of our common stock.

Amaterial decline in the population and biomass of crab meat that we sell in the fisheries from which we obtain our crab meat wouldmaterially and adversely affect our business.

Thepopulation and biomass of crab meat are subject to natural fluctuations which are beyond our control and which may be exacerbatedby disease, reproductive problems or other biological issues and may be affected by changes in weather and global environmentalchanges. The overall health of a crab or other fish is difficult to measure, and fisheries management is still a relatively inexactscience. Since we are unable to predict the timing and extent of fluctuations in the population and biomass of our products, weare unable to engage in any measures that might alleviate the adverse effects of these fluctuations. Any such fluctuation whichresults in a material decline in the population and biomass in the fisheries from which we obtain our crab meat would materiallyand adversely affect our business. Our operations are also subject to the risk of variations in supply.

Weare subject to the risk of product contamination and product liability claims.

Thesales of our products may involve the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel,product contamination or spoilage, including the presence of foreign objects, substances, chemicals, or residues introduced duringthe packing, storage, handling or transportation phases. While we are subject to governmental inspection and regulations and believeour facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies,we cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not besubject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicitysurrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potentialcustomers and our brand image.

Asignificant portion of our revenues are derived from a single product, crab meat, and therefore we are highly susceptible to changesin market demand, which may be affected by factors over which we have limited or no control.

Asignificant portion of our revenues are derived from a single product, crab meat. We therefore are highly susceptible to changesin market demand, which may be impacted by factors over which we have limited or no control. Factors that could lead to a declinein market demand for crab meat include economic conditions and evolving consumer preferences. A substantial downturn in marketdemand for crab meat may have a material adverse effect on our business and on our results of operations.

RisksRelated to Our Industry

Regulationof the fishing industry may have an adverse impact on our business.

Theinternational community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks. In thepast, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on theamount of seafood that is allowed to be caught or harvested. Environmental groups have been lobbying for additional limitations.If international organizations or national governments were to impose additional limitations on crab meat or the seafood productswe sell, this could have a negative impact on our results of operations.

Segmentsof the seafood industry in which we operate are competitive, and our inability to compete successfully could adversely affectour business, results of operations and financial condition.

Wecompete with major integrated seafood companies such as Tri Union Frozen Products, Inc. (Chicken of the Sea Frozen Foods), PhillipsFoods, Inc., Harbor Seafood, Inc., Bonamar Corporation and Twin Tails Seafood Corp. Some of our competitors have the benefit ofmarketing their products under brand names that have better market recognition than ours or have stronger marketing and distributionchannels than we do. Increased competition as to any of our products could result in price reduction, reduced margins and lossof market share, which could negatively affect our profitability. An increase in imported products in the U.S. at low prices couldalso negatively affect our profitability.

Ourinsurance coverage may be inadequate to cover losses we may incur or to fully replace a significant loss of assets.

Ourinvolvement in the fishing industry may result in liability for pollution, property damage, personal injury or other hazards.Although we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance haslimitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities orlosses. In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not toobtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons.The payment of such uninsured liabilities would reduce the funds available to us. If we suffer a significant event or occurrencethat is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investmentor other uses towards covering any liability or loss for such events.

Ouroperations, revenue and profitability could be adversely affected by changes in laws and regulations in the countries where wedo business.

Thegovernments of countries into which we sell our products, from time to time, consider regulatory proposals relating to raw materials,food safety and markets, and environmental regulations, which, if adopted, could lead to disruptions in distribution of our productsand increase our operational costs, which, in turn, could affect our profitability. To the extent that we increase our productprices as a result of such changes, our sales volume and revenues may be adversely affected.

Furthermore,these governments may change import regulations or impose additional taxes or duties on certain imports from time to time. Theseregulations and fees or new regulatory developments may have a material adverse impact on our operations, revenue and profitability.If one or more of the countries into which we sell our products bars the import or sale of crab meat or related products, ouravailable market would shrink significantly, adversely impacting our results of operations and growth potential.

Adecline in discretionary consumer spending may adversely affect our industry, our operations and ultimately our profitability.

Luxuryproducts, such as premium grade crab meat, are discretionary purchases for consumers. Any reduction in consumer discretionaryspending or disposable income may affect the crab meat industry significantly. Many economic factors outside of our control couldaffect consumer discretionary spending, including the financial markets, consumer credit availability, prevailing interest rates,energy costs, employment levels, salary levels, and tax rates. Any reduction in discretionary consumer spending could materiallyadversely affect our business and financial condition.

RisksRelated to Our Reliance on Third Parties

Weare dependent on third parties for our operations.

Ourbusiness is dependent upon our relationships with vendors in Southeast Asia for co-packing, processing and shipping product tous. If for any reason these companies became unable or unwilling to continue to provide services to us, this would likely leadto a temporary interruption in our ability to import our products until we found another entity that could provide these services.Failure to find a suitable replacement, even on a temporary basis, would have an adverse effect on our results of operations.

Weare primarily dependent on three suppliers to provide our crab meat product.

TheCompany had three suppliers which accounted for approximately 75% of the Company’s total purchases during the year endedDecember 31, 2017. These three suppliers are located in Indonesia, Philippines, China, which accounted for approximately 93% ofthe Company’s total purchases during the year ended December 31, 2017. The Company had four suppliers which accounted forapproximately 70% of the Company’s total purchases during the year ended December 31, 2016. These four suppliers were locatedin four countries (Indonesia, the Philippines, China and the United States), and accounted for approximately 82% of the Company’stotal purchases during the year ended December 31, 2016. These suppliers included Bacolod, which accounted for approximately 53%and 22% of the Company’s total purchases, during the years ended December 31, 2017 and 2016, respectively. The loss of anymajor supplier could have a material adverse impact on the Company’s results of operations, cash flows and financial position.

Threecustomers accounted for the majority of our revenue.

TheCompany had three customers which accounted for approximately 63% and 60% of revenue during the years ended December 31, 2017and December 31, 2016, respectively. Outstanding receivables from these customers accounted for approximately 66% of the totalaccounts receivable as of December 31, 2017. The loss of any of these major customers could have a material adverse impact onthe Company’s results of operations, cash flows and financial position.

Allof our significant customer contracts and some of our supplier contracts are short-term and may not be renewable on terms favorableto us, or at all.

Allof our customers and some of our suppliers operate through purchase orders or short-term contracts. Though we have long-term businessrelationships with many of our customers and suppliers and alternative sources of supply for key items, we cannot be sure thatany of these customers or suppliers will continue to do business with us on the same basis. Additionally, although we try to renewthese contracts as they expire, there can be no assurance that these customers or suppliers will renew these contracts on termsthat are favorable to us, if at all. The termination of, or modification to, any number of these contracts may adversely affectour business and prospects, including our financial performance and results of operations.

RisksRelated to Our Financial Condition and Capital Requirements

Wemay need to raise additional capital to fund our existing commercial operations and develop and commercialize new products andexpand our operations.

Basedon our current business plan, we believe the net proceeds from the Offering, together with our current cash and cash equivalentsand cash receipts from sales will enable us to conduct our planned operations for at least the next 12 months. If our availablecash balances, net proceeds from the Offering and anticipated cash flow from operations are insufficient to satisfy our liquidityrequirements including because of lower demand for our products or due to other risks described herein, we may seek to sell CommonStock or preferred stock or convertible debt securities, enter into an additional credit facility or another form of third-partyfunding or seek other debt financing.

Wemay consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantageof financing opportunities or for other reasons, including to:

Ourpresent and future funding requirements will depend on many factors, including:

Thevarious ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilutionto our stockholders could result. Any equity securities issued also could provide for rights, preferences or privileges seniorto those of holders of our Common Stock. If we raise funds by issuing debt securities, those debt securities would have rights,preferences and privileges senior to those of holders of our Common Stock. The terms of debt securities issued or borrowings pursuantto a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensingarrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

Wewill incur significant costs as a result of operating as a public company and our management expects to devote substantial timeto public company compliance programs.

Asa public company, we will incur significant legal, accounting and other expenses due to our compliance with regulations and disclosureobligations applicable to us, including compliance with the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-OxleyAct”), and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as rulesimplemented by the SEC, and the OTC Markets. Stockholder activism, the current political environment and the current high levelof government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which maylead to additional compliance costs and impact, in ways we cannot currently anticipate, the manner in which we operate our business.Our management and other personnel will devote a substantial amount of time to these compliance programs and monitoring of andcompliance with, public company reporting obligations. These rules and regulations will cause us to incur significant legal andfinancial compliance costs and will make some activities more time consuming and costly.

Tocomply with the requirements of being a public company, we may need to undertake various actions, including implementing new internalcontrols and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effectivedisclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine ourdisclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reportsthat we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms,and that information required to be disclosed in reports under the Securities Exchange Act of 1934 (the “Exchange Act”)is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls thatwe develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future.Any failure to develop or maintain effective controls could negatively impact the results of periodic management evaluations andannual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control overfinancial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404 ofthe Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations or result in a restatementof our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-OxleyAct, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely oraccurate financial statements, investors may lose confidence in our operating results and the price of our Common Stock coulddecline. In addition, if we are unable to continue to meet these requirements, our Common Stock may not be able to be eligiblefor quotation on the OTC Markets or meet the eligibility requirements for the NASDAQ Stock Market (“NASDAQ”).

Weare not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are thereforenot yet required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certifyfinancial and other information in our quarterly and annual reports and provide an annual management report on the effectivenessof our internal control over financial reporting commencing with our second annual report. We are just beginning the costly andchallenging process of compiling the system and processing documentation needed to comply with such requirements. We may not beable to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process,if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert thatour internal control over financial reporting is effective.

Ourindependent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controlover financial reporting until the later of our second annual report or the first annual report required to be filed with theSEC following the date we are no longer an “emerging growth company” as defined in the JOBS Act depending on whetherwe choose to rely on certain exemptions set forth in the JOBS Act. If we are unable to assert that our internal control over financialreporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectivenessof our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financialreports, which could harm our business.

Ourloan and security agreement with ACF Finco I LP (“ACF”), contains operating and financial covenants that may restrictour business and financing activities.

Asof December 28, 2018, we had $8,078,712 in outstanding debt to ACF. Borrowings under our loan and security agreement with ACFare secured by substantially all of our personal property, including our intellectual property. Our loan and security agreementcontain affirmative and negative covenants which restricts our ability to, among other things:

Theoperating and financial restrictions and covenants in our loan and security agreement, as well as any future financing agreementsinto which we may enter, may restrict our ability to finance our operations and engage in, expand or otherwise pursue our businessactivities and strategies. Our ability to comply with these covenants may be affected by events beyond our control, and futurebreaches of any of these covenants could result in a default under our loan and security agreement. If not waived, future defaultscould cause all of the outstanding indebtedness under our loan and security agreement to become immediately due and payable andterminate all commitments to extend further credit.

Ifwe do not have or are unable to generate sufficient cash available to repay our debt obligations when they become due and payable,either upon maturity or in the event of a default, we may not be able to obtain additional debt or equity financing on favorableterms, if at all, which may negatively impact our ability to operate and continue our business as a going concern.

Weface risks related to the current global economic environment which could harm our business, financial condition and results ofoperations.

Thestate of the global economy continues to be uncertain. The current global economic conditions and uncertain credit markets, concernsregarding the availability of credit pose a risk that could impact our international relationships, as well as our ability tomanage normal commercial relationships with our customers, suppliers and creditors, including financial institutions. Global tradeissues and the impositions of tariffs could also have an adverse effect on our international business activities. If the currentglobal economic environment deteriorates, our business could be negatively affected.

RisksRelated to Administrative, Organizational and Commercial Operations and Growth

Wemay be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

Weanticipate growth in our business operations. This future growth could create a strain on our organizational, administrative andoperational infrastructure, including manufacturing operations, quality control, technical support and customer service, salesforce management and general and financial administration. Our ability to manage our growth properly will require us to continueto improve our operational, financial and management controls, as well as our reporting systems and procedures. If we are unableto manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect onour business and our results of operations.

Ifwe are unable to support demand for our current and our future products, including ensuring that we have adequate resources tomeet increased demand our business could be harmed.

Asour commercial operations and sales volume grow, we will need to continue to increase our workflow capacity for processing, customerservice, billing and general process improvements and expand our internal quality assurance program, among other things. We mayalso need to purchase additional equipment and increase our manufacturing, maintenance, software and computing capacity to meetincreased demand. We cannot assure you that any of these increases in scale, expansion of personnel, purchase of equipment orprocess enhancements will be successfully implemented.

Theloss of our Executive Chairman, Chief Executive Officer or Chief Financial Officer or our inability to attract and retain highlyskilled officers and key personnel could negatively impact our business.

Oursuccess depends on the skills, experience and performance of our Executive Chairman, Chief Executive Officer and Chief FinancialOfficer. The individual and collective efforts of these individuals will be important as we continue to develop and expand ourcommercial activities. The loss or incapacity of existing members of our executive management team could negatively impact ouroperations if we experience difficulties in hiring qualified successors. Qualified employees periodically are in great demandand may be unavailable in the time frame required to satisfy our customers’ requirements. Expansion of our business couldrequire us to employ additional personnel. There can be no assurance that we will be able to attract and retain sufficient numbersof skilled employees in the future. The loss of personnel or our inability to hire or retain sufficient personnel at competitiverates could impair the growth of our business.

Ifwe were sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.

Themarketing and sale of our products could lead to the filing of product liability claims alleging that our product made users ill.A product liability claim could result in substantial damages and be costly and time-consuming for us to defend.

Wemaintain product liability insurance, but this insurance may not fully protect us from the financial impact of defending againstproduct liability claims. Any product liability claim brought against us, with or without merit, could increase our insurancerates or prevent us from securing insurance coverage in the future. Additionally, any product liability lawsuit could lead toregulatory investigations, product recalls or withdrawals, damage our reputation or cause current vendors, suppliers and customersto terminate existing agreements and potential customers and partners to seek other suppliers, any of which could negatively impactour results of operations.

Weface risks associated with our international business.

Ourinternational business operations are subject to a variety of risks, including:

Ifwe expand into other target markets we cannot assure you that our expansion plans will be realized, or if realized, be successful.We expect each market to have particular regulatory and funding hurdles to overcome and future developments in these markets,including the uncertainty relating to governmental policies and regulations, could harm our business. If we expend significanttime and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

Ourresults may be impacted by changes in foreign currency exchange rates.

Currently,the majority of our international sales contracts are denominated in U.S. dollars. We pay certain of our suppliers in a foreigncurrency and we may pay others in the future in foreign currency. As a result, an increase in the value of the U.S. dollar relativeto foreign currencies could require us to reduce our selling price or risk making our product less competitive in internationalmarkets or our costs could increase. Also, if our international sales increase, we may enter into a greater number of transactionsdenominated in non-U.S. dollars, which could expose us to foreign currency risks, including changes in currency exchange rates.

Alarger portion of our revenues may be denominated in other foreign currencies if we expand our international operations. Conductingbusiness in currencies other than U.S. dollars subjects us to fluctuations in currency exchange rates that could have a negativeimpact on our operating results. Fluctuations in the value of the U.S. dollar relative to other currencies impact our revenues,cost of revenues and operating margins and result in foreign currency translation gains and losses.

Wecould be negatively impacted by violations of applicable anti-corruption laws or violations of our internal policies designedto ensure ethical business practices.

Weoperate in a number of countries throughout the world, including in countries that do not have as strong a commitment to anti-corruptionand ethical behavior that is required by U.S. laws or by corporate policies. We are subject to the risk that we, our U.S. employeesor our employees located in other jurisdictions or any third parties that we engage to do work on our behalf in foreign countriesmay take action determined to be in violation of anti-corruption laws in any jurisdiction in which we conduct business. Any violationof anti-corruption laws or regulations could result in substantial fines, sanctions, civil and/or criminal penalties and curtailmentof operations in certain jurisdictions and might harm our business, financial condition or results of operations. Further, detecting,investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our seniormanagement.

Wedepend on our information technology systems, and any failure of these systems could harm our business.

Wedepend on information technology and telecommunications systems for significant elements of our operations. We have developedpropriety software for the management and operation of our business. We have installed, and expect to expand a number of enterprisesoftware systems that affect a broad range of business processes and functional areas, including for example, systems handlinghuman resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations.

Informationtechnology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications ornetwork failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some ofour servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems.Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our information technologyand telecommunications systems, failures or significant downtime of our information technology or telecommunications systems orthose used by our third-party service providers could prevent us from providing support services and product to our customersand managing the administrative aspects of our business. Any disruption or loss of information technology or telecommunicationssystems on which critical aspects of our operations depend could harm our business.

Ouroperations are vulnerable to interruption or loss due to natural or other disasters, power loss, strikes and other events beyondour control.

Weconduct a significant portion of our activities, including administration and data processing, at facilities located in SouthernFlorida that have experienced major hurricanes and floods which could affect our facilities, , could significantly disrupt ouroperations, and delay or prevent product shipment during the time required to repair, rebuild or replace damaged processing facilities;these delays could be lengthy and costly. Our suppliers in Southeast Asia are also vulnerable to natural disasters which coulddisrupt their operations and their ability to supply product to us. If any of our customers’ facilities are negatively impactedby a disaster, product shipments could be delayed. Additionally, customers may delay purchases of products until operations returnto normal. Even if we and/or our suppliers are able to quickly respond to a disaster, the ongoing effects of the disaster couldcreate some uncertainty in the operations of our business. In addition, our facilities may be subject to a shortage of availableelectrical power and other energy supplies. Any shortages may increase our costs for power and energy supplies or could resultin blackouts, which could disrupt the operations of our affected facilities and harm our business.

RisksRelated to Intellectual Property

Ourintellectual property rights are valuable, and any inability to adequately protect, or uncertainty regarding validity, enforceabilityor scope of them could undermine our competitive position and reduce the value of our products, services and brand, and litigationto protect our intellectual property rights may be costly.

Weattempt to strengthen and differentiate our product portfolio by developing new and innovative products and product improvements.As a result, our patents, trademarks, trade secrets, copyrights and other intellectual property rights are important assets tous. Various events outside of our control pose a threat to our intellectual property rights as well as to our products and services.For example, effective intellectual property protection may not be available in countries in which our products are sold. Also,although we have registered our trademark in various jurisdictions, our efforts to protect our proprietary rights may not be sufficientor effective. Any significant impairment of our intellectual property rights could harm our business or our ability to competeand hurt our results of operation. Also, protecting our intellectual property rights is costly and time consuming. Policing unauthorizeduse of our proprietary technology can be difficult and expensive. Litigation might be necessary to protect our intellectual propertyrights and any such litigation may be costly and may divert our management’s attention from our core business. An adversedetermination in any lawsuit involving our intellectual property is likely to jeopardize our business prospects and reputation.Although we are not aware of any of such litigation, we have no insurance coverage against litigation costs, so we would be forcedto bear all litigation costs if we cannot recover them from other parties. All foregoing factors could harm our business, financialcondition, and results of operations. Any unauthorized use of our intellectual property could make it more expensive for us todo business and harm our operating results.

Wemay be exposed to infringement or misappropriation claims by third parties, which, if determined against us, could adversely affectour business and subject us to significant liability to third parties.

Oursuccess mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectualproperty rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of otherintellectual property rights of third parties. Holders of patents and other intellectual property rights potentially relevantto our product offerings may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptableterms. There may also be technologies licensed to us and that we rely upon that are subject to infringement or other correspondingallegations or claims by third parties which may damage our ability to rely on such technologies. In addition, although we endeavorto ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoidthe risks of intellectual property rights infringement created by suppliers of components used in our products or by companieswe work with in cooperative research and development activities. Our current or potential competitors may have obtained or mayobtain patents that will prevent, limit or interfere with our ability to make, use or sell our products. The defense of intellectualproperty claims, including patent infringement suits, and related legal and administrative proceedings can be both costly andtime consuming, and may significantly divert the efforts and resources of our technical personnel and management. These factorscould effectively prevent us from pursuing some or all of our business operations and result in our customers or potential customersdeferring, canceling or limiting their purchase or use of our products, which may have a material adverse effect on our business,financial condition and results of operations.

Ourcommercial success will depend in part on our success in obtaining and maintaining issued patents and other intellectual propertyrights in the United States and elsewhere If we do not adequately protect our intellectual property, competitors may be able touse our processes and erode or negate any competitive advantage we may have, which could harm our business.

Wecannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issuedpatents will include, claims with a scope sufficient to protect our products, any additional features we develop or any new products.Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented.

Furthermore,though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceabilityand it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products.Competitors may also be able to design around our patents. Other parties may develop and obtain patent protection for more effectivetechnologies, designs or methods. We may not be able to prevent the unauthorized disclosure or use of our knowledge or trade secretsby consultants, suppliers, vendors, former employees and current employees. The laws of some foreign countries do not protectour proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protectingour proprietary rights in these countries. If any of these developments were to occur, they each could have a negative impacton our sales.

Ifwe are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

Werely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements withour employees, consultants and third parties, to protect our confidential and proprietary information. In addition to contractualmeasures, we try to protect the confidential nature of our proprietary information using physical and technological security measures.Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorizedaccess, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultantfrom misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may notprovide an adequate remedy to protect our interests fully. Enforcing a claim that a party illegally disclosed or misappropriateda trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets maybe independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietaryinformation, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independentlydeveloped by a competitor, our competitive position could be harmed.

Wemay not be able to enforce our intellectual property rights throughout the world.

Thelaws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States.Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreignjurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual propertyrights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to thirdparties. In addition, many countries limit the enforceability of patents against third parties, including government agenciesor government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately besought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, wemay choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

Proceedingsto enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention fromother aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate.In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our abilityto obtain adequate protection for our technology and the enforcement of intellectual property.

Thirdparties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriatedtrade secrets.

Althoughwe try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their workfor us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwiseused or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or otherthird parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in additionto paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defendingagainst such claims, litigation could result in substantial costs and be a distraction to management and other employees.

RisksRelated to Regulatory Matters

Ourproducts and operations are subject to government regulation and oversight both in the United States and abroad, and our failureto comply with applicable requirements could harm our business.

TheFDA and other government agencies regulate, among other things, with respect to our products and operations:

Theregulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could resultin restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales.

Thefailure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actionssuch as:

Wemay also be required to take corrective actions, such as installing additional equipment or taking other actions, each of whichcould require us to make substantial capital expenditures. We could also be required to indemnify our employees in connectionwith any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result,our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by ourobligation to provide such indemnification to our employees.

Anyof these sanctions could result in higher than anticipated costs or lower than anticipated sales and harm our reputation, business,financial condition and results of operations.

Productliability claims could divert management’s attention from our business, be expensive to defend and result in sizeable damageawards against us that may not be covered by insurance.

RisksRelating to Our Common Stock

Wemay be unable to register for resale all of the Common Stock included within the Units sold in the Offering, in which case a stockholderwill need to rely on an exemption from the registration requirements in order to sell such shares.

We are obligated to file the “resale”Registration Statement with the SEC that covers all of our Conversion Shares and Warrant Shares included within the Units soldin the Offering within 120 business days after the closing of the Merger. Nevertheless, it is possible that the SEC may not permitus to register all of such shares of Common Stock for resale. In certain circumstances, the SEC may take the view that the Offeringrequires us to register the issuance of the securities as a primary offering. Without sufficient disclosure of this risk, rescissionof the Offering could be sought by investors or an offer of rescission may be mandated by the SEC, which would result in a materialadverse effect to us. To date, the SEC has not made any formal statements or proposed or adopted any new rules or regulationsregarding Rule 415 promulgated under the Securities Act, as such rule applies to resale registration statements. However, investorsshould be aware of the risks that interpretive positions taken with respect to Rule 415, or similar rules or regulations adoptedsubsequent to the date of this prospectus, could have on the manner in which the common stock may be registeredor our ability to register the Common Stock for resale at all.

Ifwe are not able to cause the Registration Statement to be declared effective, then investors will need to rely on exemptions fromthe registration requirements of the Securities Act, such as Rule 144 which may require that the investor have held the sharesto be sold for a minimum period of time.

Failureto cause a registration statement to become effective in a timely manner could materially adversely affect our company.

Wehave agreed, at our expense, to prepare a registration statement covering the Conversion Shares and Warrant Shares in connectionwith the Offering. Our obligation requires us to file the Registration Statement with the SEC within 120 business days of theclosing of the Merger. There are many reasons, including those over which we have no control, which could delay the filing oreffectiveness of the Registration Statement, including delays resulting from the SEC review process and comments raised by theSEC during that process. Failure to file or cause the Registration Statement to become effective in a timely manner or maintainits effectiveness could materially adversely affect us.

Asa result of the Merger, Keeler & Co became subject to the reporting requirements of federal securities laws, which can beexpensive.

Asa result of the Merger, Keeler & Co became a public reporting company and, accordingly, subject to the information and reportingrequirements of the Exchange Act and other federal and state securities laws, including compliance with the Sarbanes-Oxley Act.The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishingaudited reports to stockholders will cause Keeler & Co’s expenses to be higher than they would have been if it had remainedprivately-held and did not consummate the Merger.

Ifwe fail to maintain an effective system of internal controls we may not be able to accurately report our financial results ordetect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading priceof our Common Stock.

Wemust maintain effective internal controls to provide reliable financial reports and detect fraud. We are in the process of evaluatingchanges to internal controls for our new public company status but have not yet implemented changes. Failure to implement changesto our internal controls or any other factors that we identify as necessary to maintain an effective system of internal controlscould harm our operating results and cause investors to lose confidence in our business, operations or reported financial information.Any such inability to establish effective controls or loss of confidence would have an adverse effect on our company and couldadversely affect the trading price of our Common Stock.

Theprice of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.

Factorsthat could cause volatility in the market price of our Common Stock include, but are not limited to:

Inaddition, the stock markets in general have experienced extreme volatility that have been often unrelated to the operating performanceof the issuer. These broad market fluctuations may negatively impact the price or liquidity of our Common Stock. In the past,when the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigationagainst the issuer. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defendingthe lawsuit and the attention of our management would be diverted from the operation of our business.

Weare an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerginggrowth companies will make our Common Stock less attractive to investors.

Weare an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from variousreporting requirements that are applicable to other public companies that are not “emerging growth companies,” includingnot being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosureobligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirementsof holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments notpreviously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our CommonStock and our stock price may be more volatile.

Inaddition, Section 102 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extendedtransition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards.An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standardswould otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period,and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standardsis required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extendedtransition period for complying with new or revised accounting standards is irrevocable.

Youmay experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock orpreferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.

Ifour existing stockholders convert our Series A Stock or exercise Warrants or sell, or indicate an intention to sell, substantialamounts of our Common Stock in the public market after the lock-up Restricted Period lapses, the price of our Common Stock coulddecline. The perception in the market that these sales may occur could also cause the price of our Common Stock to decline.

Inthe future, we may issue authorized but previously unissued equity securities, resulting in the dilution of the ownership interestsof the then current stockholders. We are authorized to issue an aggregate of 100,000,000 shares of common stock and 5,000,000shares of “blank check” preferred stock. We may issue additional shares of our Common Stock or other securities thatare convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future acquisitions,future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additionalshares of our Common Stock may create downward pressure on the trading price of the common stock. We may need to raise additionalcapital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issueadditional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, includingat a price (or exercise prices) below the price you paid for your stock.

Thereis currently no market for our Common Stock and there can be no assurance that any market will ever develop. You may thereforebe unable to re-sell shares of our Common Stock at times and prices that you believe are appropriate.

OurCommon Stock is not listed on a national securities exchange, or any other exchange, or quoted on an over-the-counter market.Therefore, there is no trading market, active or otherwise, for our Common Stock and our Common Stock may never be included fortrading on any stock exchange, automated quotation system or any over-the-counter market. Accordingly, our Common Stock is highlyilliquid, and you will likely experience difficulty in re-selling such shares at times and prices that you may desire

OurCommon Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.

Rule15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as anyequity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subjectto certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealerapprove a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a writtenagreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

Inorder to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial informationand investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocksare suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluatingthe risks of transactions in penny stocks.

Thebroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relatingto the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitabilitydetermination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to thetransaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock”rules. If our Common Stock is or becomes subject to the “penny stock” rules, it may be more difficult for investorsto dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosurealso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about commissionspayable to both the broker or dealer and the registered representative, current quotations for the securities and the rights andremedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosingrecent price information for the penny stock held in the account and information on the limited market in penny stocks.

Thesales practice requirements of FINRA may limit a stockholder’s ability to buy and sell our Common Stock.

FINRAhas adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds forbelieving that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to theirnon-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financialstatus, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated itsbelief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers.If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommendthat at least some of their customers buy our Common Stock, which may limit the ability of our stockholders to buy and sell ourCommon Stock and could have an adverse effect on the market for and price of our Common Stock.

Ouroperating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securitiesanalysts, each of which may cause the price of our Common Stock to fluctuate or decline.

Weexpect our operating results to be subject to fluctuations. Our operating results will be affected by numerous factors, including:

Ifour operating results for a particular period fall below the expectations of investors or securities analysts, the price of ourCommon Stock could decline substantially. Furthermore, any fluctuations in our operating results may, in turn, cause the priceof our common stock to fluctuate substantially. We believe that comparisons of our financial results from various reporting periodsare not necessarily meaningful and should not be relied upon as an indication of our future performance.

Ourprincipal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significantinfluence over matters subject to stockholder approval.

Asof January 11, 2019, our executive officers, directors and principal stockholders, together with their respective affiliates,owned approximately 94.8% of our common stock, including shares subject to outstanding options that are exercisable within 60days after such date. Accordingly, these stockholders will be able to exert a significant degree of influence over our managementand affairs and over matters requiring stockholder approval, including the election of our board of directors and approval ofsignificant corporate transactions. This concentration of ownership could have the effect of entrenching our management and/orthe board of directors, delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attemptingto obtain control of us, which in turn could have a material and adverse effect on the fair market value of our common stock.

Becausewe became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, wemay not be able to attract the attention of research analysts at major brokerage firms.

Becausewe did not become a reporting company by conducting an underwritten initial public offering of our Common Stock, and because wewill not be listed on a national securities exchange, securities analysts of brokerage firms may not provide coverage of our company.In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if webecame a public reporting company by means of an underwritten initial public offering, because they may be less familiar withour company as a result of more limited coverage by analysts and the media, and because we became public at an early stage inour development. The failure to receive research coverage or support in the market for our shares will have an adverse effecton our ability to develop a liquid market for our Common Stock.

Becausethe Merger was a reverse merger, the Registration Statement we file with respect to the shares of Common Stock received by investorsin the Merger might be subject to heightened scrutiny by the SEC.

Additionalrisks may exist as a result of our becoming a public reporting company through a “reverse merger.” Certain SEC rulesare more restrictive when applied to reverse merger companies, such as the ability of stockholders to re-sell their shares ofCommon Stock pursuant to Rule 144, and the SEC may subject the Registration Statement we file with respect to the shares of CommonStock received by investors in the Merger and the Offering to heightened scrutiny.

Theresale of shares covered by the Registration Statement could adversely affect the market price of our Common Stock in the publicmarket, should one develop, which result would in turn negatively affect our ability to raise additional equity capital.

Thesale, or availability for sale, of our Common Stock in the public market may adversely affect the prevailing market price of ourCommon Stock and may impair our ability to raise additional capital by selling equity or equity-linked securities. We have agreed,at our expense, to prepare and file the Registration Statement with the SEC registering the resale of an aggregate of 17,074,750shares of Common Stock issued and/or issuable in connection with the Merger, the Offering, the Company Settlement and the sharesretained by the pre-Merger shareholders. Once effective, the Registration Statement will permit the resale of these shares atany time. The resale of a substantial number of shares of our Common Stock in the public market could adversely affect the marketprice for our Common Stock and make it more difficult for you to sell shares of our Common Stock at times and prices that youfeel are appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to the RegistrationStatement, selling stockholders will continue to offer shares covered by such Registration Statement for a significant periodof time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting froman offering pursuant to the Registration Statement may continue for an extended period of time and continued negative pressureon the market price of our Common Stock could have a material adverse effect on our ability to raise additional equity capital.

Issuanceof stock to fund our operations may dilute your investment and reduce your equity interest.

Wemay need to raise capital in the future to fund the development of our seafood business. Any equity financing may have significantdilutive effect to stockholders and a material decrease in our stockholders’ equity interest in us. Equity financing, ifobtained, could result in substantial dilution to our existing stockholders. At its sole discretion, our board of directors mayissue additional securities without seeking stockholder approval, and we do not know when we will need additional capital or,if we do, whether it will be available to us.

Provisionsof our charter documents or Delaware law could delay or prevent an acquisition of the Company, even if such an acquisition wouldbe beneficial to our stockholders, which could make it more difficult for you to change management.

Provisionsin our certificate of incorporation and our bylaws may discourage, delay or prevent a merger, acquisition or other change in controlthat stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for theirshares. In addition, these provisions may frustrate or prevent any attempt by our stockholders to replace or remove our currentmanagement by making it more difficult to replace or remove our board of directors. These provisions include:

Inaddition, Delaware law prohibits a publicly held Delaware corporation from engaging in a business combination with an interestedstockholder, generally a person who, together with its affiliates, owns, or within the last three years has owned, 15% or moreof our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder,unless the business combination is approved in a prescribed manner. Accordingly, Delaware law may discourage, delay or preventa change in control of the company. Furthermore, our certificate of incorporation will specify that the Court of Chancery of theState of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders.We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularlyexperienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to otherforums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraginglawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicableaction brought against us, a court could find the choice of forum provisions contained in our certificate of incorporation tobe inapplicable or unenforceable in such action.

Wedo not anticipate paying any cash dividends on our Common Stock in the foreseeable future; therefore, capital appreciation, ifany, of our Common Stock will be your sole source of gain for the foreseeable future.

Wehave never declared or paid cash dividends on our Common Stock. We do not anticipate paying any cash dividends on our Common Stockin the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development andgrowth of our business. In addition, our current loan and security agreement with ACF contains, and our future loan arrangements,if any, may contain, terms prohibiting or limiting the amount of dividends that may be declared or paid on our Common Stock. Asa result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.

Wemay apply the proceeds of the Offering to uses that ultimately do not improve our operating results or increase the value of ourCommon Stock.

Weintend to use the net proceeds from the Offering, including proceeds received upon the exercise of any Warrants sold therein,for general working capital purposes. However, we do not have more specific plans for the net proceeds from the Offering and ourmanagement has broad discretion in how we use these proceeds. These proceeds could be applied in ways that do not improve ouroperating results or otherwise increase the value of our Common Stock.

USEOF PROCEEDS

Wewill not receive any proceeds from the sales of shares of our common stock by the selling stockholders. However, we will receiveproceeds from the exercise of Warrants held by the selling stockholders.

Weintend to use any such proceeds received for general corporate purposes. We have agreed to bear the expenses relating to the registrationof the shares for the selling stockholders.

DETERMINATIONOF OFFERING PRICE

Theselling stockholders may only sell their shares of our common stock pursuant to this prospectus at a fixed price of $2.00 pershare until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwisedevelops. At and after such time, the selling stockholders may sell all or a portion of their shares through public or privatetransactions at prevailing market prices or at privately negotiated prices. The fixed price of $2.00 at which the selling stockholdersmay sell their shares pursuant to this prospectus was determined based upon the purchase price per share of our common stock inthe Offering which was completed on November 8, 2018. This exercise price at which any holder of a Warrant may purchase shareswas determined based upon the purchase price per share of our common stock in the Offering. We have included a fixed price atwhich selling stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market for ourstock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, thisregistration statement must include a price at which the shares may be sold.

SELLINGSTOCKHOLDERS

Thisprospectus covers the resale by the selling stockholders of up to an aggregate of 17,074,750 shares of our common stock, whichincludes:

TheOffering and other issuances in connection with the Merge the Company Settlement and the Share Redemption and as fees for servicesby which certain selling stockholders acquired their securities from us were exempt under the registration provisions of the SecuritiesAct.

Theselling stockholders, may, from time to time, offer and sell pursuant to this prospectus any or all of the shares referred toabove. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their shares in transactionsexempt from the registration requirements of the Securities Act. We may from time to time include additional selling stockholdersin supplements or amendments to this prospectus.

Theselling stockholders may sell some, all or none of its shares. We do not know how long the selling stockholders will hold theshares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholdersregarding the sale of any of the shares.

Thefollowing table sets forth the shares beneficially owned, as of January 11, 2019 by the selling stockholders prior to the offeringcontemplated by this prospectus, the number of shares that the selling stockholders may offer and sell from time to time underthis prospectus and the number of shares which the selling stockholders would own beneficially if all such offered shares aresold.

Beneficialownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act. The percentage of sharesbeneficially owned prior to the offering is based on 16,015,000 shares of our common stock outstanding as of January 11, 2019.

Noneof the selling stockholders are a registered broker-dealer or an affiliate of a registered broker-dealer except Newbridge SecuritiesCorporation (“Newbridge”) is a registered broker-dealer and Bruce Jordan is managing director of investment bankingat Newbridge. None of the selling stockholders or any of their respective affiliates have held a position or office, or had anyother material relationship with us or any of our predecessors or affiliates except that (i) John Keeler was the Sole Stockholder,President and Chief Executive Officer and sole director of Keeler & Co and has been our Executive Chairman and a directorsince the Merger; (ii) Leone Group, LLC (“Leone”) was a 50% stockholder of the Company prior to the Merger. LauraAnthony was the Chief Financial Officer, Secretary and a director of the Company prior to the Merger and is the sole owner ofLeone; (iii) American Capital Ventures, Inc. (“ACV”) was a 50% stockholder of the Company prior to the Merger. HowardGostfrand was the Chief Executive Officer and a director of the Company prior to the Merger and is the sole owner of ACV; (iii)Nubar Herian has been a director of the Company since the Merger; (iv) Newbridge and its affiliate Sandstone Group Corp. (“Sandstone”)provided advisory services to the Company with respect to the Merger; (v) MEC Consulting, Inc. (“MEC”) is owned byMark Crone, the owner of The Crone Law Group, P.C., the Company’s legal counsel; and (vi) Maria A. Romero de Keeler, theadministrator of Propiedades Kikia, S.A. (“Kikia”) is the mother of John Keeler, our Executive Chairman and a director.

Wemay require the selling stockholders to suspend the sales of the securities offered by this prospectus upon the occurrence ofany event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect,or that requires the changing of statements in these documents in order to make statements in those documents not misleading.We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.

Effectof Sales on Our Stockholders

Allshares of common stock that are covered by this prospectus are expected to be freely tradable. The sale by the selling stockholdersof a significant amount of shares registered in this offering at any given time could cause the market price of our common stockto decline and to be highly volatile. The selling stockholders may ultimately acquire all, some or none of the shares of commonstock underlying the Series A Stock and the Warrants. After they have acquired such shares, they may sell all, some or none ofsuch shares.

Issuancesof our common stock to the selling stockholders upon conversion of the Series A Stock or exercise of their Warrants will not affectthe rights or privileges of our existing stockholders, except that the economic and voting interests of our existing stockholderswill be diluted as a result of any such issuances. Although the number of shares of common stock that our existing stockholdersown will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstandingshares after any such issuances.

PLANOF DISTRIBUTION

Therehas been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. Afterthe effective date of the registration statement relating to this prospectus, we hope to have a market maker file an applicationwith FINRA for our common stock to be eligible for trading on the Over the Counter Bulletin Board. We do not yet have a marketmaker who has agreed to file such application. The selling security holders will be offering the shares of common stock beingcovered by this prospectus at a fixed price of $2.00 per share until a market develops, if at all, and thereafter at prevailingmarket prices or privately negotiated prices.

Oncea market has developed for our common stock the selling stockholders may, from time to time, sell, transfer, or otherwise disposeof any or all of their shares on any stock exchange, market, or trading facility on which the shares are traded or in privatetransactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related tothe prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholdersmay use any one or more of the following methods when disposing of shares:

Brokers,dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the formof commissions, discounts, or concessions from the selling shareholders and/or purchasers of the common stock for whom the broker-dealersmay act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions.

Theselling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be “underwriters”within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on anyresale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the SecuritiesAct.

Inconnection with the sale of our common stock, the selling stockholders may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positionsthey assume. The selling stockholders may also sell shares of our common stock short and deliver shares to close out their shortpositions, or loan or pledge the common stock to broker-dealers that in turn may sell such shares.

Neitherwe nor the selling stockholders can presently estimate the amount of compensation that any agent will receive. We know of no existingarrangements between the selling stockholders, any other shareholder, broker, dealer, underwriter, or agent relating to the saleor distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement,if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and any compensation fromthe selling shareholder, and any other required information.

Wewill pay all of the expenses incident to the registration, offering, and sale of the shares to the public other than commissionsor discounts of underwriters, broker-dealers, or agents. Any commissions, discounts or other fees payable to brokers-dealers inconnection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participatingin such transaction, or both.

Wehave agreed to indemnify those selling stockholders that purchased shares in the Offering against liabilities, including liabilitiesunder the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus up toan amount not to exceed the net proceeds of the Offering.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controllingpersons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in theSecurities Act and is therefore, unenforceable.

Wehave advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to salesof shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copiesof this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purposeof satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealerthat participates in transactions involving the sale of the shares against certain liabilities, including liabilities arisingunder the Securities Act.

Weand the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations underit, including, without limitation, Rule 10b-5.

Thisoffering will terminate on the date that all shares offered by this prospectus have been sold by the selling stockholders.

Underthe securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers.In addition, in some states the shares may not be sold unless such shares have been registered or qualified for sale in such stateor an exemption from registration or qualification is available and is complied with.

Ourcommon stock is not quoted on any exchange and there is no market for our common stock.

PennyStock Rules

Ourshares of common stock are subject to the “penny stock” rules of the Exchange Act. In general terms, “pennystock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions.The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded ona national securities exchange meeting specified criteria set by the SEC, authorized for quotation from the NASDAQ stock market,issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share),or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets mustexceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years,or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

Tradingin shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to personsother than established customers and accredited investors. Accredited investors, in general, include individuals with assets inexcess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors.For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of thesecurity and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally,for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosuredocument relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer andthe registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recentprice information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market inour common stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares.

DESCRIPTIONOF SECURITIES

Thefollowing description of our capital stock is only a summary and is qualified in its entirety by the provisions of our certificateof incorporation and bylaws, each as amended and restated, which have been filed as exhibits to the registration statement ofwhich this prospectus forms a part.

Wehave authorized capital stock consisting of 100,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 sharesof preferred stock, par value $0.0001 per share. As of the date of this prospectus, we had 16,015,000 shares of common stock issuedand outstanding, and 1,413 shares of Series A Stock issued and outstanding.

Alsooutstanding are Warrants to purchase an aggregate of 353,250 shares of common stock which were issued to investors in the Offeringand the Settlement Parties, at an exercise price of $2.40.

CommonStock

Theholders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for thepayment of dividends of such times and in such amounts as the board from time to time may determine. Holders of common stock areentitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting ofthe election of directors then standing for election. The common stock is not entitled to pre-emptive rights and is not subjectto conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distributionto stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any,on any outstanding payment of other claims of creditors.

PreferredStock

OurBoard of Directors may issue preferred stock in one or more series without stockholder approval. Our Board of Directors may determinethe rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemptionprivileges and liquidation preferences, of each series of preferred stock.

OurBoard of Directors has designated 10,000 shares of preferred stock as “8% Series A Convertible Preferred Stock”.

TheSeries A Stock has no maturity and is not subject to any sinking fund or redemption and will remain outstanding indefinitely unlessand until converted by the holder or the Company redeems or otherwise repurchases the Series A Stock.

Ranking.The Series A Stock ranks, with respect to the payment of dividends and/or the distribution of assets in the event of any liquidation,dissolution or winding up of the Company, (i) senior to all classes or series of Common Stock, and to all other equity securitiesissued by the Company; (ii) on parity with all equity securities issued by the Company with terms specifically providing thatthose equity securities rank on parity with the Series A Stock; (iii) junior to all equity securities issued by the Company withterms specifically providing that those equity securities rank senior to the Series A Stock; and (iv) effectively junior to allexisting and future indebtedness (including indebtedness convertible into our common stock or preferred stock) of the Company.

Dividends.Cumulative dividends shall accrue on each share of Series A Stock at the rate of 8% (the “Dividend Rate”) of thepurchase price of $1,000.00 per share, commencing on the date of issuance. Dividends are payable quarterly, when and if declaredby the Board, beginning on September 30, 2018 (each a “Dividend Payment Date”) and are payable in shares of commonstock (a “PIK Dividend”) with such shares being valued at the daily volume weighted average price (“VWAP”)of the common stock for the thirty trading days immediately prior to each Dividend Payment Date or if not traded or quoted asdetermined by an independent appraiser selected in good faith by the Company. Any fractional shares of a PIK Dividend will berounded to the nearest one-hundredth of a share. All shares of common stock issued in payment of a PIK Dividend will be duly authorized,validly issued, fully paid and non-assessable. Dividends will accumulate whether or not the Company has earnings, there are fundslegally available for the payment of those dividends and whether or not those dividends are declared by the Board. No dividendson shares of Series A Stock shall be authorized, paid or set apart for payment at any time when the terms and provisions of anyagreement of the Company prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization,payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or ifthe authorization, payment or setting apart for payment is restricted or prohibited by law. No dividends will be declared or paidor set aside for payment and no other distribution will be declared or made upon shares of common stock or preferred stock thatrank junior to the Series A Stock as to the payment of dividends, or upon liquidation, dissolution, or winding up of the Company,and (iii) any shares of common stock and preferred stock that the Company may issue ranking junior to the Series A Stock as tothe payment of dividends, or the distribution of assets upon liquidation, dissolution, or winding up, shall not be redeemed, purchasedor otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemptionof any such shares) by the Company (except by conversion into or exchange for other capital stock of the Company that it may issueranking junior to the Series A Stock as to the payment of dividends, or the distribution of assets upon liquidation, dissolution,or winding up).

Inthe event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of SeriesA Stock will be entitled to be paid out of the assets the Company has legally available for distribution to its shareholders,subject to the preferential rights of the holders of any class or series of capital stock of the Company it may issue rankingsenior to the Series A Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidationpreference of the Purchase Price, before any distribution of assets is made to holders of common stock or any other class or seriesof capital stock of the Company that it may issue that ranks junior to the Series A Stock as to liquidation rights. The liquidationpreference shall be proportionately adjusted in the event of a stock split, stock combination or similar event so that the aggregateliquidation preference allocable to all outstanding shares of Series A Stock immediately prior to such event is the same immediatelyafter giving effect to such event.

LiquidationPreference. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the availableassets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding shares of the SeriesA Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Company that itmay issue ranking on a parity with the Series A Stock in the distribution of assets, then the holders of the Series A Stock andall other such classes or series of capital stock shall share ratably in any such distribution of assets in proportion to thefull liquidating distributions to which they would otherwise be respectively entitled. The consolidation or merger of the Companywith or into any other entity or the sale, lease, transfer or conveyance of all or substantially all of the property or businessthe Company, will not be deemed a liquidation, dissolution or winding up of the Company.

Conversion.Each share of Series A Stock is convertible at any time and in the sole discretion of the holder thereof, into shares of commonstock at a conversion rate of 500 shares of common stock per each share of Series A Stock (the “Conversion Rate”),subject to adjustment from time to time as follows: if the Company declares or pays any dividend or makes any distribution oncommon stock payable in shares of common stock, or effects a subdivision or split or a combination, consolidation or reverse splitof the outstanding shares of common stock then in each such case the Conversion Ratio will be adjusted, so that the holder ofany shares of Series A Stock will be entitled to receive upon conversion thereof the number of shares of common stock or othersecurities or property that such holder would have owned or have been entitled to receive upon the happening of such event hadsuch Series A Stock been converted immediately prior to the relevant record date or the effective date of such event.

Otherthan the Merger, upon a merger, share exchange or consolidation of the Company; the sale, lease, exchange, mortgage, pledge, transferor other disposition or encumbrance, of all or substantially all of the Company’s assets; or any agreement providing forany of the foregoing, each share of Series A Stock will remain outstanding and will thereafter be convertible into, or will beconverted into a security which shall be convertible into, the kind and amount of securities or other property to which a holderof the number of shares of common stock of the Company deliverable upon conversion of such share of Series A Stock immediatelyprior to such business combination would have been entitled upon such business combination.

ShareReservation. The Company is obligated to at all times reserve and keep available out of its authorized but unissued sharesof common stock, a sufficient number of its shares of common stock as shall from time to time be to effect the conversion of alloutstanding shares of the Series A Stock.

Voting.Holders of Series A Stock have no voting rights, except (i) the affirmative vote of at least two-thirds of the Series A Stockoutstanding will be required to authorize or create, or increase the authorized or issued amount of capital stock ranking seniorto the Series A Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or windingup or reclassify any of the authorized capital stock of the Company into such shares, or create, authorize or issue any obligationor security convertible into or evidencing the right to purchase any such shares, or amend the Certificate of Incorporation whichwould have a material adverse effect on the rights, preferences, privileges or voting powers of the Series A Stock or (ii) asotherwise required by law. On each matter on which holders of Series A Stock are entitled to vote, each share of Series A Stockwill be entitled to one vote.

Whilewe do not currently have any plans for the issuance of additional preferred stock, the issuance of such preferred stock couldadversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. It is not possibleto state the actual effect of the issuance of any shares of preferred stock on the rights of holders of the common stock untilthe board of directors determines the specific rights of the holders of the preferred stock; however, these effects may include:

Warrants

Weissued Warrants to purchase an aggregate of 181,250 shares of common stock to investors purchasing Units in the Offering and Warrantsto purchase an aggregate of 172,000 shares of common stock to the Settlement Parties in connection with the Company Settlement.Each Warrant entitles the holder to purchase shares of common stock at an exercise price of $2.40 per share and will expire threeyears from the date of issuance. Prior to exercise, the Warrants do not confer upon holders any voting or any other rights asa stockholder.

TheWarrants contain provisions that protect the holders against dilution by adjustment of the purchase price in certain events suchas stock dividends, stock splits and other similar events.

Options

Anoption to purchase 3,120,000 shares of common stock with an exercise price of $0.333 per share and an option to purchase 3,120,000shares of common stock with an exercise price of $2.00 per share have been granted under the 2018 Plan to certain of our officers.

OtherConvertible Securities

Asof January 11, 2019, other than the securities described above, the Company does not have any outstanding convertible securities.

TransferAgent

Thetransfer agent and registrar for our common stock is VStock Transfer, LLC, with an address of 18 Lafayette Place, Woodmere, NewYork 11598 and its telephone number is (212) 828-8436.

DelawareAnti-Takeover Statute

Weare subject to Section 203 of the Delaware General Corporation Law, which prohibits a person deemed an “interested stockholder”from engaging in a “business combination” with a publicly held Delaware corporation for three years following thedate such person becomes an interested stockholder unless the business combination is, or the transaction in which the personbecame an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interestedstockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determinationof interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination”includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Theexistence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the boardof directors, such as discouraging takeover attempts that might result in a premium over the price of our common stock.

UndesignatedPreferred Stock

Theability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with votingor other rights or preferences that could impede the success of any attempt to change control of the company. These and otherprovisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the company.

SpecialStockholder Meetings

Ourcertificate of incorporation bylaws provide that a special meeting of stockholders may be called only by a majority of our boardof directors.

Requirementsfor Advance Notification of Stockholder Nominations and Proposals

Ourcertificate of incorporation and bylaws establish advance notice procedures with respect to stockholder proposals and the nominationof candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committeeof the board of directors.

Theprovisions of the Delaware General Corporation Law, our certificate of incorporation and our bylaws could have the effect of discouragingothers from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the price of ourcommon stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect ofpreventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactionsthat stockholders may otherwise deem to be in their best interests.

INTERESTOF NAMED EXPERTS AND COUNSEL

Noexpert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinionupon the validity of the securities being registered or upon other legal matters in connection with the registration or offeringof the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantialinterest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected withthe registrant or any of its affiliates as a promoter, managing or principal underwriter, voting trustee, director, officer oremployee.

DESCRIPTIONOF BUSINESS

Immediatelyfollowing the Merger, the business of Keeler & Co became our business.

Overview

Wewere incorporated on October 17, 2017 in the State of Delaware as a blank check company to be used as a vehicle to pursue a businesscombination. Prior to the Merger, we engaged in organizational efforts. Following the Merger, we discontinued our prior activitiesof seeking a business for a merger or acquisition and acquired the business of Keeler & Co.

Weare an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafoodproducts. Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, Philippinesand China and distributing it in the United States, Canada and Europe under several premium proprietary brand names such as BlueStar, Oceanica, Pacifika, Crab & Go and Harbor Banks. Our products are also sold in Mexico, Central America, the Caribbean,the European Union, the United Arab Emirates, Singapore and Hong Kong. The crab meat which we import is processed in 14 plantsthroughout Southeast Asia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sellprimarily to food service distributors. We also sell our products to wholesalers, retail establishments and seafood distributors.

Ourpremium proprietary brands are differentiated in terms of quality and price point.

Webelieve that we utilize best-in-class technology, in both resource sustainability management and ecological packaging.

TheCompany’s executive offices and warehouse facility are based in Miami, Florida Additionally, the Company may, from timeto time, utilize third party warehouses located in Miami, Baltimore, Philadelphia and Los Angeles.

Strategy

Ourstrategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining afocus on our core values of delivering food safety, traceability and certified sustainability.

Weplan to grow the Company organically by continuing to grow our customer base, offering additional species to our customers, introducingnew value-added product lines and strategically acquiring companies that we believe we can integrate into a larger, verticallyintegrated company.

CompetitiveStrengths -Sustainable and Traceable Product Sourcing

Webelieve that our greatest point of differentiation from other seafood companies are our efforts to ensure that our seafood productsare ethically sourced in a method that is consistent with our core values and those of our customers.

Wepurchase the majority of our crab product from processors which source the crab meat from local fishermen in Indonesia, the Philippines,Thailand, Vietnam, Sri Lanka and India, to whom we pay a premium in order to outfit their boats with a proprietary GPS-based system.This system allows us to trace where the crab product originates and ensure that only mature crabs are being harvested by theuse of collapsible traps and not gill nets.

Wehave created a technology platform that tracks the product through its entire chain of custody and collects and transmits variousdata to the Company in real-time, from the loading site, to the packing plant, through the sorting and pasteurization processand the exporting process to the end customer. Our technology allows our customers access to their “Scan on Demand”QR code-enabled traceability application.

Thecrab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source theirproduct in a sustainable manner. All crab meat is sourced under the Company’s FDA approved Hazard Analysis Critical ControlPoint (“HACCP”) Plan. Additionally, all suppliers are certified by the British Retail Consortium (the “BRC”)and are audited annually to ensure safety and quality of our product.

Ourwarehouse facility in Miami, Florida is the only crab meat facility audited by the BRC in the U.S.

ProprietaryBrands. We have created several brands of crab meat that are well regarded amongst our customers and are differentiated byproduct quality and price point.

Eco-FriendlyPackaging. Another major point of differentiation from our competitors is our use of sustainable and ethical packaging. Ourgreen pouches for Eco-Fresh crab meat are patented in the United States, Europe, Thailand, the Philippines and Indonesia underpatent Nos.1526091 B1 and US Patents 8,337,922 and 8,445,046. Since their introduction in 2003, these pouches have saved in excessof 800 metric tons of carbon dioxide emissions versus metal can packaging material.

Competition

Ingeneral, the international seafood industry is intensely competitive and highly fragmented. We compete with local and overseasmanufacturers and importers engaged in similar products.

TheCompany’s primary competitors are Tri Union Frozen Products, Inc. (Chicken of the Sea Frozen Foods), Phillips Foods, Inc.,Harbor Seafood, Inc., Bonamar Corporation and Twin Tails Seafood Corp.

IndustryOverview

Theinternational seafood industry is going through a period of rapid change as it strives to meet the needs of a growing populationaround the world, where food consumption habits are evolving. We believe there are powerful trends emerging in the developingworld (including a growing demand for animal-based protein) as well as and in the developed world (where there is an increasedawareness and focus on sustainable sourcing and protecting marine ecosystems).

PopulationGrowth and Global Seafood Consumption

Sourcesof Seafood

SeafoodIndustry Participants

GrowthStrategy

Weintend to grow the business organically and through strategic acquisitions.

Organicgrowth – We believe that allocating additional capital to our existing business plan will allow us to continue to meet growingdemand from end-customers for seafood products. The Company also currently intends to introduce new species, including lobstertails, fin fish and other specialty seafood proteins in the next 18 months.

Acquisitions–We also currently intend to evaluate strategic acquisitions in the fragmented seafood industry. We believe that such potentialacquisitions may add value in several ways, including geographical diversification and new specifies offerings, as well as operationaland price synergies.

Products

Wecurrently have four product lines: Blue Star, Pacifika, Oceanica, and Crab & Go Premium Seafood:

BlueStar is packed with only high quality Portunus Pelagicus species crab and is produced under exacting specifications and qualitycontrol requirements.

Pacifikais a quality brand for the price conscious end-user. The Portunus Haanii crab meat is packed in China and is ideal for upscaleplate presentations.

Oceanicais made from the Portunus Haanii crab, which is caught and processed in Vietnam. It is an affordable choice to help reduce foodcost without sacrificing the look / taste of dishes.

Grab+ Go Premium Seafood is geared towards millennials as part of the trend toward pre-packaged, grab-and-go items. The product ispackaged in flexible foil pouches.

Suppliers

Wepurchase crab meat directly from 14 processors with which we have long-standing relationships, that have agreed to source theirproduct in a sustainable manner. All crab meat is sourced under the Company’s FDA approved HACCP Plan. Additionally, allsuppliers are certified by the BRC and are audited annually to ensure safety and quality.

TheCompany has three suppliers which accounted for approximately 75% of the Company’s total purchases during the year endedDecember 31, 2017. These three suppliers are located in Indonesia, the Philippines and China, which accounted for approximately93% of the Company’s total purchases during 2017. These suppliers included Bacolod Blue Star Export Corp. (“Bacolod”),an affiliated party based in the Philippines, which accounted for approximately 53% of the Company’s total purchases during2017. Three non-affiliated suppliers, PT Siger Jaya Abadi and PT Blue Star Anugrah of Indonesia and Longhai Desheng Seafood StuffCo. Ltd. of China made up the balance of the 22% of the supply concentration.

Sales,Marketing and Distribution

TheCompany’s products can be found in the United States, Mexico, Canada, Central America, the Caribbean, the European Union,the United Arab Emirates, Singapore and Hong Kong. Its primary current source of revenue is importing blue and red swimming crabmeat primarily from Indonesia, Philippines and China and distributing it in the United States, Canada and Europe under severalbrand names such as Blue Star, Oceanica, Pacifika and Harbor Banks.

TheCompany has a sales team of four employees based throughout the U.S. who sell directly to customers most of whom are in the foodservice and retail industry and also manage a network of nine regional and national brokers, that cover both the retail and wholesalesegments. The sales team and brokers help to pull the products through the system by creating demand at the end user level andpulling the demand through our distributor customers. We sell to retail customers either directly or via distributors that specializein the retail segment.

TheCompany does not own its own fleet of trucks and utilizes “LTL” national freight carriers to deliver its productsto its customers. Less than truckload freight shipping (“LTL”) is used for the transportation of small freight orwhen freight does not require the use of an entire trailer. When shipping LTL, we pay for a portion of a standard truck trailer,and other shippers and their shipments fill the unoccupied space.

OurTechnology

Wehave created a technology platform that tracks the product through its entire chain of custody and collects and transmits variousdata to the Company in real-time, from the loading site, to the packing plant, through the sorting and pasteurization processand the exporting process to the end customer. Our technology allows our customers access to their “Scan on Demand”QR code-enabled traceability application.

Customers

Ourcustomer base is comprised of some of the largest companies in the food service and retail industry. We sell our crab meat toour customers through purchase orders. Currently, almost 70% of our revenue is derived from fortune 500 customers. For the fiscalyear ended December 31, 2017, sales to food distributors accounted for 68% of our revenue, sales to large buying cooperativesaccounted for 14% of our revenue, and sales to retail and wholesale clubs accounting for 12% of our revenue. The balance of ourrevenue derived from smaller seafood distributors and value-added processors.

Oursales are diversified geographically throughout the United States, with Florida being the largest geographic concentration at18% of sales. As typical in the seafood industry, a large portion of our revenue is located along the eastern seaboard with 54%of our revenue derived from sales to customers along the East Coast from Massachusetts to Florida. International sales directlyor through our affiliate in the United Kingdom, Strike the Gold Foods, Ltd. make up roughly 5% of revenue.

TheCompany had three customers which accounted for approximately 63% of revenue during the year ended December 31, 2017. Outstandingreceivables from these customers accounted for approximately 66% of the total accounts receivable as of December 31, 2017. Theloss of any major customer could have a material adverse impact on the Company’s results of operations, cash flows and financialposition.

IntellectualProperty

Ourintellectual property is an essential element of our business. We use a combination of patent, trademark, copyright, trade secretand other intellectual property laws and confidentiality agreements to protect our intellectual property. Our policy is to seekpatent protection in the United States and in certain foreign jurisdictions for our products, processes and other technology whereavailable and when appropriate. We also in-license technology, inventions and improvements we consider important to the developmentof our business.

Inaddition to our patents, we also rely upon trade secrets, know-how, trademarks, copyright protection and continuing technologicaland licensing opportunities to develop and maintain our competitive position. We have periodically monitored and continue to monitorthe activities of our competitors and other third parties with respect to their use of intellectual property. We require our employeesto execute confidentiality and non-competition agreements upon commencing employment with us. Despite these safeguards, any ofour know-how or trade secrets not protected by a patent could be disclosed to, or independently developed by, a competitor.

Itis our standard practice to require our employees to sign agreements acknowledging that all inventions, trade secrets, works ofauthorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownershipin those works Despite our precautions, it may be possible for third parties to obtain and use without consent intellectual propertythat we own. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectualproperty rights, may adversely affect our business.

Thefollowing is a list of our patents:

Ourpatents expire 20 years from the date of issuance.

Thefollowing is a list of our registered trademarks, and trademarks for which we have filed applications.

Mark		Registration No.		Registration Date		Application No.		Application Date
SEASSENTIALS		4573673		22-Jul-14		86050295		28-Aug-13
AMERICA’S FAVORITE CRABMEAT		2961590		7-Jun-05		78344059		22-Dec-03
ECO-FRESH		4525998		6-May-14		77922376		28-Jan-10
		3858522		5-Oct-10		77885209		3-Dec-09
		3818057		13-Jul-10		77885203		3-Dec-09
OCEANICA		3711200		17-Nov-09		77595180		17-Oct-08
		2419060		9-Jan-01		75855876		19-Nov-99

GovernmentRegulation

Ourdistribution facility in Florida and our international suppliers are certified in accordance with the HACCP, standards for exportingaquatic products to the United States. The HACCP standards are developed by the U.S. Food and Drug Administration (the “FDA”),pursuant to the FDA’s HACCP regulation, Title 21, Code of Federal Regulations, part 123, and are used by the FDA to helpensure food safety and control sanitary standards.

FoodSafety and Labeling

Weare subject to extensive regulation, including, among other things, the Food, Drug and Cosmetic Act, as amended by the Food SafetyModernization Act (“FSMA”), the Public Health Security and Bioterrorism Preparedness and Response Act of 2002, andthe rules and regulations promulgated thereunder by the FDA. FSMA was enacted in order to aid the effective prevention of foodsafety issues in the food supply. This comprehensive and evolving regulatory program will impact how food is grown, packed, processed,shipped and imported into the United States and will govern compliance with Good Manufacturing Practices regulations (“GMPs”).The FDA has finalized seven major rules to implement FSMA, recognizing that ensuring the safety of the food supply is a sharedresponsibility among many different points in the global supply chain. The FSMA rules are designed to make clear specific actionsthat must be taken at each of these points to prevent contamination. Some aspects of these laws use a strict liability standardfor imposing sanctions on corporate behavior. If we fail to comply with applicable laws and regulations, we may be subject tocivil remedies, including fines, injunctions, recalls, or seizures, and criminal sanctions, any of which could impact our resultsof operations.

Inaddition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required toappear on the labels of food products.

Ouroperations and products are also subject to state and local regulation, including the registration and licensing of plants, enforcementby state health agencies of various state standards, and the registration and inspection of facilities. Compliance with federal,state and local regulation is costly and time-consuming. Enforcement actions for violations of federal, state, and local regulationsmay include seizure and condemnation of products, cease and desist orders, injunctions or monetary penalties. We believe thatour practices are sufficient to maintain compliance with applicable government regulations.

Trade

Forthe purchase of products harvested or manufactured outside of the United States, and for the shipment of products to customerslocated outside of the United States, we are subject to customs laws regarding the import and export of shipments. Our activities,including working with customs brokers and freight forwarders, are subject to regulation by U.S. Customs and Border Protection,part of the Department of Homeland Security.

FederalTrade Commission

Weare subject to certain regulations by the U.S. Federal Trade Commission. Advertising of our products is subject to such regulationpursuant to the Federal Trade Commission Act and the regulations promulgated thereunder.

EmployeeSafety Regulations

Weare subject to certain health and safety regulations, including regulations issued pursuant to the Occupational Safety and HealthAct. These regulations require us to comply with certain manufacturing, health, and safety standards to protect our employeesfrom accidents.

Anticorruption

Becausewe are organized under the laws of a state in the U.S. and our principal place of business is in the U.S., we are considered a“domestic concern” under the Foreign Corrupt Practices Act (“FCPA”) and are covered by the anti-briberyprovisions of the FCPA. The anti-bribery provisions of the FCPA prohibit any domestic concern and any officer, director, employee,or agent, acting on behalf of the domestic concern from paying or authorizing payment of anything of value to (i) influence anyact or decision by a foreign official; (ii) induce a foreign official to do or omit to do any act in violation of his/her lawfulduty; (iii) secure any improper advantage; or (iv) induce a foreign official to use his/her influence to assist the payor in obtainingor retaining business, or directing business to another person.

EnvironmentalRegulation

Weare subject to a number of federal, state, and local laws and other requirements relating to the protection of the environmentand the safety and health of personnel and the public. These requirements relate to a broad range of our activities, including:the discharge of pollutants into the air and water; the identification, generation, storage, handling, transportation, disposal,recordkeeping, labeling, and reporting of, and emergency response in connection with, hazardous materials (including asbestos)associated with our operations; noise emissions from our facilities; and safety and health standards, practices, and proceduresthat apply to the workplace and the operation of our facilities. Insurance

Wemaintain general liability and product liability, property, worker’s compensation and business interruption insurance andare in the process of obtaining director and officer insurance in amounts and on terms that we believe are customary for companiessimilarly situated. In addition, we maintain excess insurance where we believe it is reasonably cost effective.

Researchand Development

Wedid not incur any research and development costs during fiscal 2017 and 2016.

Employees

Asof January 11, 2019, we had we have sixteen full time employees and one part-time employee. We believe that our future successwill depend, in part, on our continued ability to attract, hire and retain qualified personnel.

DESCRIPTIONOF PROPERTY

Welease approximately 16,800 square feet of office/warehouse space for our executive offices and distribution facility under a leaseexpiring in June 2021 for $16,916 per month from John Keeler Real Estate Holding, Inc. (“Keeler Real Estate”), a corporationowned by a trust for each of John Keeler III, Andrea Keeler and Sarah Keeler, each of whom is a child of our Executive Chairman,John Keeler. The Company is a guarantor of the mortgage on the distribution facility which had a balance of approximately $1,307,007as of December 31, 2018. We believe our current facilities are adequate for our immediate and near-term needs.

LEGALPROCEEDINGS

Thereare no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner ofrecord or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or hasa material interest adverse to us.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion of the financial condition and results of operations should be read in conjunction with with the financialstatements and the notes to those statements appearing in this prospectus. Some of the information contained in this discussionand analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business,includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” sectionof this prospectus for a discussion of important factors that could cause actual results to differ materially from the resultsdescribed in or implied by the forward-looking statements contained in the following discussion and analysis. The varioussections of this discussion contain forward-looking statements, all of which are based on our current expectations and could beaffected by the uncertainties and risk factors described throughout this prospectus as well as other matters over which we haveno control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially.The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurringafter the date of this prospectus.

Overview

Weare an international seafood company that imports, packages and sells refrigerated pasteurized crab meat, and other premium seafoodproducts. Our current source of revenue is from importing blue and red swimming crab meat primarily from Indonesia, Philippinesand China and distributing it in the United States, Canada and Europe under several premium brand names such as Blue Star, Oceanica,Pacifika, Crab & Go and Harbor Banks. Our products are also sold in Mexico, Central America, the Caribbean, the European Union,the United Arab Emirates, Singapore and Hong Kong. The crab meat which we import is processed in 14 plants throughout SoutheastAsia. Our suppliers are primarily via co-packing relationships, including two affiliated suppliers. We sell primarily to foodservice distributors. We also sell our products to wholesalers, retail establishments and seafood distributors. The Company’sexecutive offices and warehouse facility are based in Miami, Florida. Additionally, the Company may, from time to time, utilizethird party warehouses located in Miami, Baltimore, Philadelphia and Los Angeles.

Wequalify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, relyon exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be requiredto:

Inaddition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transitionperiod provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise applyto private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statementsmay therefore not be comparable to those of companies that comply with such new or revised accounting standards.

Wewill remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the firstfiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large acceleratedfiler” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of ourordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completedsecond fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the precedingthree year period.

Resultsof Operations

Theselected historical financial information presented below is derived from our audited consolidated financial statements for theyears ended December 31, 2017 and 2016.

Thedata set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this prospectus.

YearEnded December 31, 2017 Compared to the Year Ended December 31, 2016

NetSales. Revenue for the twelve months ended December 31, 2017 decreased 1.5% to $36,951,923 as compared to $37,523,380 forthe twelve months ended December 31, 2016. The revenue decrease reflects a decrease in poundage sold attributable to pressureon the commodity that caused the Company’s overall imports to decrease by 9% for the twelve months ended December 31, 2017,and a decrease in industry demand as prices increased during 2017 to new market highs causing, we believe, customers to eitherdowngrade their purchases to less expensive specifications, or remove crab from their menus altogether.

Costof Goods Sold. Cost of goods sold for the twelve months ended December 31, 2017 decreased to $31,254,430 as compared to $32,689,580for the twelve months ended December 31, 2016. The decrease is partially attributable to the revenue decline but is primarilyattributable to selling price outpacing the cost of inventory as prices increased during the 12 months ended December 31, 2017.

GrossProfit Margin. Gross profit margin for the twelve months ended December 31, 2017 increased $863,693 to $5,697,493 from $4,833,800for the twelve months ended December 31,2016. This increase is directly attributable to rising market prices that outpaced theincrease in cost of products that were being shipped during the twelve months ended December 31, 2017. The Company attributesthe increase to data analytics that led to decreased purchasing of inventory during the previous cyclical high commodity costs,and a subsequent increase in purchasing as the commodity bottomed out.

Grossprofit margin for the twelve months ended December 31, 2017 increased to 15.4% from 12.9% for the same period in 2016. Thisincrease is directly attributable to rising market prices that outpaced the increase in cost of products in inventory during thetwelve months ended December 31, 2017.

CommissionsExpenses. Commissions expenses decreased from $227,272 for the twelve months ended December 31, 2016 to $155,574 for the twelve-monthperiod ended December 31,2017. The decrease was primarily due to a re-alignment of the Company’s sales structure, reducingthe number of accounts that earned brokerage commissions.

Salaries& Wages Expense. Salaries and wages decreased $26,251, or 1.4%, to $1,859,706 for the twelve months ended December 31,2017 as compared to $1,885,957 for the twelve months ended December 31, 2016 as a result of employee attrition in the internationaldepartment.

OtherOperating Expense. Other operating expenses increased by 1.3% from $2,311,132 for the twelve months ended December 31, 2016to $2,340,163 for the twelve months ended December 31, 2017. The increase is primarily attributable to an increase in amortizationexpense for the twelve months ended December 31, 2017, due to an increase in loan costs amortizations related to the lending facilitythat was executed on August 31, 2016.

InterestExpense. Interest expense increased from $914,355 for the twelve months ended December 31, 2016 to $969,416 for the twelvemonths ended December 31, 2017. This increase is due to an increase in interest paid to the Company’s stockholder of $47,660under 6% promissory notes and an increase of $7,468 of interest paid on third party debt. The increase in stockholder interestis related to interest paid on an additional $500,000 that was loaned to the Company during 2017.

OtherExpenses. Other expenses decreased from $368,989 for the twelve months ended December 31, 2016 to $29,478 for the twelve monthsended December 31, 2017. The decrease is attributable to a decrease of $248,340 in consultant fees related to the lender forbearanceduring the first eight months of 2016, a decrease of $23,565 in legal fees related to such lender forbearance and a decrease of$110,000 in forbearance fees for the eight months ended December 31, 2017 as compared to the twelve months ended December 31,2016.

NetIncome/(Loss). The company generated a net profit of $343,156 for the twelve months ended December 31, 2017 as compared toa net loss of $873,905 for the twelve months ended December 31, 2016. The increase in net profit is attributable to an increasein gross profit margins and a decrease in both operating and other expenses. Profits improved despite the reduction in revenuefor the twelve months ended December 31, 2017 as compared to December 31, 2016.

Cash(Used in) Provided by Operating Activities. Our cash used in operating activities during the twelve months ended December31, 2017 was $3,075,944 as compared to cash provided by operating activities of $4,119,808 for the twelve months ended December31, 2016. The decrease is attributable to cash generated from inventory of ($3,429,637) during the twelve months ended December31, 2107 as compared to cash generated from inventory of $3,595,789 during the twelve months ended December 31, 2016. Additionally,for the twelve months ended December 31, 2017 cash provided by Accounts receivable was ($257,934) as compared to the cash providedby Accounts receivable of $527,719 for the twelve months ended December 31, 2016.

CashUsed in Investing Activities. Cash used in investing activities for the twelve months ended December 31, 2017 was $33,491as compared to $17,554 cash used for the twelve months ended December 31, 2016.

CashProvided by (Used in) Financing Activities. Cash provided by financing activities for the twelve months ended December 31,2017 was $3,027,821 as compared to cash used in financing activities of $4,064,246 for the twelve months ended December 31, 2016.The primary difference was the increase in the outstanding line of credit and borrowing from the Company’s stockholder during2017. During the twelve months ended December 31, 2016 cash was utilized to reduce the Company’s working capital line ofcredit.

NineMonths Ended September 30, 2018 Compared to the Nine Months Ended September 30, 2017

Resultsof Operations

Theselected historical financial information presented below is derived from our unaudited consolidated financial statements forthe nine months ended September 30, 2018 and 2017.

Thedata set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this prospectus.

NetSales. Revenue for the nine months ended September 30, 2018 decreased 14.8% to $24,138,548 as compared to $28,326,233 forthe nine months ended September 30, 2017 as a result of a decrease in poundage sold due to a decrease in industry demand as pricesreached a record high during the second quarter of 2018. We believe that these new market highs caused customers to either downgradetheir purchases to less expensive specifications or remove crab from their menus altogether. In addition, the Company sold $4,908,566or 446,291 pounds less of Hanaii crab meat during the nine months ended September 30, 2018 than during the nine months ended September30, 2017 due to a shortage of supply from China at the end of their 2018 season, leaving the Company with minimal inventory ofHanaii crab meat.

Costof Goods Sold. Cost of goods sold for the nine months ended September 30, 2018 decreased to $20,552,952 as compared to $23,654,699for the nine months ended September 30, 2017. The decrease is attributable to the revenue decline and the reduction in sellingprice outpacing the reduction in cost of inventory during the first three months of the nine-month period ended September 30,2018. However, during the middle three months of the nine-month period ended September 30, 2018 market conditions changed, andthe increasing pricing outpaced that of the cost of product in inventory. During the final three months of the nine-month period,prices stabilized at the higher levels.

GrossProfit Margin. Gross profit margin for the nine months ended September 30, 2018 decreased by $1,085,938 as compared to thenine months ended September 30, 2017. This decrease was attributable to the decline in revenue and the downward pressure on crabmeat during the first three months of the nine-month period ended September 30, 2018 when the decline in selling price outpacedthe decline in cost of products that were being shipped during the second three months of the nine-month period. The increasein pricing far outpaced the cost of inventory for crab meat during the nine months ended September 30, 2018, but there was insufficientrevenue generated during that period to outpace the suppressed margins of the first three months of 2018.

Grossprofit margin for the nine months ended September 30, 2018 decreased to 14.9% from 16.45% for the nine months ended September30,2017. This decrease is directly attributable to volatility in the price of crab meat during the first nine months of 2018.

CommissionsExpenses. Commissions expenses decreased from $118,285 in the nine months ending September 30, 2017 to $105,626 for the ninemonths ending September 30, 2018, primarily due to a re-alignment of the Company’s sales department, reducing the numberof accounts that earned brokerage commissions.

Salariesand Wages Expense. Salaries and wages expense decreased $104,433, or 7.2% for the nine months ended September 30, 2018 ascompared to the nine months ended September 30, 2017. This decrease is reflective of a re-alignment of the Company’s salesdepartment in the first nine months of 2018.

OtherOperating Expense. Other operating expenses increased by 2.3% from $728,156 for the nine months ended September 30, 2017 to$1,767,861 for the nine months ended September 30, 2018. The increase is primarily attributable to an increase in professionalfees during the nine months ended September 30, 2018, as the Company prepared for the Merger.

InterestExpense. Interest expense increased from $724,117 for the nine months ended September 30, 2017 to $785,142 for the nine monthsended September 30, 2018. This increase is due to the increase of 1.02% in the underlying 30-day LIBOR rate as compared to 30-dayLIBOR rate in the nine months ended September 30, 2017.

OtherIncome. Other Income increased from $0 for the nine months ended September 30, 2017 to $391,533 for the same period in 2018due the recognition of a one-time gain for a settlement with a vendor related to a commercial dispute that reduced the outstandingaccounts payable to his vendor by $391,533.

OtherExpenses. Other expenses decreased from $29,478 for the nine months ended September 30, 2017 to $0 for the nine months endedSeptember 30, 2018. This reduction is attributable to the fact that the Company is no longer in forbearance with its credit facilitylender.

NetIncome/(Loss). The Company generated a net profit of $33,115 for the nine months ended September 30, 2018 as compared to anet profit of $624,044 for the nine months ended September 30, 2017. The decrease in net profit is attributable to decreased revenuescombined with suppressed margins during the first three months of the nine-month period ended September 30, 2018.

Liquidityand Capital Resources

AtSeptember 30, 2018, the Company had deficit working capital deficit of $1,603,958, with current liabilities including $2,901,136in stockholder loans that are subordinated to the provider of the working capital facility as compared to a working capital deficitof $1,676,219 at December 31, 2017, also including $2,910,136 in stockholder debt. The Company’s primary sources of liquidityconsisted of inventory of $6,866,917 and accounts receivable of $3,400,550 at September 30, 2018. The increase in working capitalwas due primarily to the reduction of inventories of $6,085,933 and accounts receivable of $1,275,038, as opposed to the reductionin accounts payable and the working capital line of credit of $6,304,626.

TheCompany has historically financed its operations through the cash flow generated from operations, loans from John Keeler and aworking capital line of credit.

Loanand Security Agreement

OnAugust 31, 2016, the Company entered into a Loan and Security Agreement and a revolving credit note for a $14,000,000 revolvingline of credit with ACF, the proceeds of which were used to pay off the prior line of credit, pay new loan costs of approximately$309,000, and provide additional working capital. The credit facility was amended on November 18, 2016, September 19, 2017, October16, 2017, September 19, 2018 and November 8, 2018. In the fourth amendment the term of this facility was extended to 2021 andis subject to early termination by the lender upon defined events of default. The Company continues to be obligated to meet certainfinancial covenants.

Theline of credit bears an interest at the greater of (i) the 3-month LIBOR rate plus 6.25%, (ii) the prime rate plus 3.0% and (iii)6.5%. Borrowing is based on up to 85% of eligible accounts receivable plus the net orderly liquidation value of eligible inventoryat the same rate, subject to certain specified limitations. The credit line is collateralized by substantially all the assetsof the Company and is personally guaranteed by John Keeler, our Executive Chairman. The Company is restricted with respect tocertain distribution payments, use of funds and is required to comply with certain other covenants including certain financialratios.

Duringthe first nine months of 2018, the Company failed to meet certain financial covenants. Such default was waived in September 2018pursuant to the fourth amendment to the Loan and Security Agreement and no default interest was incurred. The Company is currentlyin compliance with all covenants and the line of credit currently bears interest at the rate of 8.571%. At September 30, 2018,the outstanding balance of the line of credit was $7,462,153.

JohnKeeler Promissory Notes

FromJanuary 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000 6% demand promissory notes to John Keeler, ourExecutive Chairman. As of September 30, 2018, $2,910,000 of principal and $130,956 of interest was paid under the notes. Thesenotes have been subordinated to the provider of the working capital line of credit and payment of these loans are restricted underthis subordination agreement. After satisfaction of the terms of the subordination, the Company can prepay the notes at any timefirst against interest due thereunder. If an event of default occurs under the notes, interest will accrue at 18% per annum andif not paid within 10 days of payment becoming due, the holder of the note is entitled to a late fee of 5% of the amount of paymentnot timely made.

CashProvided by Operating Activities. Cash provided by operating activities during the nine months ended September 30, 2018 was$4,696,306 as compared to cash utilized by operating activities of $969,368 for the nine months ended September 30, 2017. Theincrease is attributable to cash generated from the reduction of inventory and accounts receivable of $7,360,971 during the ninemonths ended September 30, 2018 as compared to cash utilized via the increase of inventory and accounts receivable of $72,644during the nine months ended September 30, 2017.

CashUsed for Investing Activities. Cash used for investing activities for the nine months ended September 30, 2018 was $6,371as compared to $25,861 used for investing activities for the nine months ended September 30, 2017.

CashUsed in Financing Activities. Cash used in financing activities for the nine months ended September 30, 2018 was $4,730,060as compared to cash provided by financing activities of $923,010 for the nine months ended September 30, 2017. The Company’srevolving working capital line of credit was paid down by the conversion of inventory during the first nine months of 2018.

CriticalAccounting Policies and Estimates

Principlesof Consolidation

Theconsolidated financial statements include the accounts of the Company and its variable interest entity for which the Company isthe primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

VariableInterest Entity

UnderFinancial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, Consolidation,when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”), as definedin ASC 810, the VIE must be consolidated into the financial statements of the reporting entity. The determination of which owneris the primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations,and economic interests of each interest holder in the VIE.

TheCompany evaluates its interests in VIE’s on an ongoing basis and consolidates any VIE in which it has a controlling financialinterest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics:(i) the power to direct the activities of the VIE that most significantly impact its economic performance; and (ii) the obligationto absorb losses of the VIE that could potentially be significant to it or the right to receive benefits from the VIE that couldbe significant to the VIE.

EffectiveApril 1, 2014, the Company’s stockholder was transferred the controlling interest of Strike the Gold Foods, Ltd. (“Strike”),a related party entity which holds the Company’s inventory on consignment in United Kingdom (see Note 3). The Company evaluatedits interest in Strike and determined that Strike is a VIE due to the Company’s implicit interest in Strike and the factthat Strike and the Company were under common control after the transfer of the controlling interest. Moreover, the Company determinedthat it is the primary beneficiary of Strike due to the fact that the Company had both the power to direct the activities thatmost significantly impact Strike and the obligation to absorb losses or the right to receive benefits from Strike. Therefore,the Company consolidated Strike in its financial statements.

Strike’sactivities are reflected in the Company’s financial statements starting on April 1, 2014, the effective date of the controllinginterest transfer. Strike’s equity is classified as non-controlling interest in the Company’s financial statementssince the Company is not a shareholder of Strike. Strike was not a VIE of the Company and the Company was not the primary beneficiaryof Strike prior to the controlling interest transfer.

TheCompany also evaluated its interest in three related party entities that are under common control with the Company, Bacolod, BicolBlue Star Export Co. (“Bicol”) and John Keeler Real Estate Holding (“JK Real Estate”), in light of ASC810. The Company purchased inventory from Bacolod, an exporter of pasteurized crab meat out of the Philippines. The Company purchasedinventory, via Bacolod, from Bicol. The Company leases its office and warehouse facility from JK Real Estate, a landlord thatis a related party through common family beneficial ownership.

The Company determined that Bacolod and Bicolare not VIE’s as they do not meet the criteria to be considered a VIE per ASC 810. The Company does not directly or indirectlyabsorb any variability of Bacolod or Bicol. The relationship between the Company and Bacolod and Bicol is strictly a supplier/customerrelationship. Moreover, Bacolod and Bicol have other customers besides the Company. Even if the Company is no longer Bacolodor Bicol’s customer, they would be able to sustain their operations from selling their inventory to their other customers.As the Company concluded that Bacolod and Bicol are not VIE’s and the Company is not deemed their primary beneficiary, Bacolodor Bicol is not consolidated with the Company’s financial statements.

TheCompany determined that JK Real Estate is a VIE due the fact that the Company guarantees the mortgage on the facility rented fromJK Real Estate. Therefore, JK Real Estate’s equity at risk is not deemed sufficient to permit JK Real Estate to financeits activities without subordinated financial support. Moreover, the activities of JK Real Estate are substantially conductedon behalf of the Company’s stockholder. The Company concluded that it not the primary beneficiary of JK Real Estate sincethe Company does not have the power to direct the activities that most significantly impact JK Real Estate. Therefore, JK RealEstate is not consolidated with the Company’s financial statements.

Cash,Restricted Cash and Cash Equivalents

TheCompany maintains cash balances with financial institutions in excess of Federal Deposit Insurance Company insured limits. TheCompany has not experienced any losses on such accounts and believes it does not have a significant exposure.

TheCompany considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

TheCompany considers any cash balance in the lender designated cash collateral account as restricted cash. All cash proceeds mustbe deposited into cash collateral account and will be cleared and applied to the Company’s line of credit. The Company hasno access to this account, and the purpose of the funds is restricted to repayment of the line of credit. As of December 31, 2017and December 31, 2016, restricted cash was approximately $29,500 and $194,000, respectively.

AccountsReceivable

Accountsreceivable consist of unsecured obligations due from customers under normal trade terms, usually net 30 days. The Company grantscredit to its customers based on the Company’s evaluation of a particular customer’s credit worthiness.

Allowancesfor doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results ofthe Company’s periodic credit evaluations of its customers’ financial condition. Receivables are written off as uncollectibleand deducted from the allowance for doubtful accounts after collection efforts have been deemed to be unsuccessful. Subsequentrecoveries are netted against the provision for doubtful accounts expense. The Company generally does not charge interest on receivables.

Receivablesare net of estimated allowances for doubtful accounts and sales return and allowances and are stated at estimated net realizablevalue. As of December 31, 2017 and December 31, 2016, the Company recorded sales return and allowances of approximately $155,000and $134,000, respectively. There was no allowance for bad debt recorded during the years ended December 31, 2017 and December31, 2016.

Inventories

Substantiallyall of the Company’s inventory consists of packaged crab meat located at the Company’s warehouse facility as wellas public cold storage facilities and merchandise in transit from suppliers. The cost of inventory is primarily determined usingthe specific identification method. Inventory is valued at the lower of cost or market, using the first-in, first-out method.

Merchandiseis purchased cost and freight shipping point and becomes the Company’s asset and liability upon leaving the suppliers’warehouse. The Company had in-transit inventory of approximately $6,148,000 and $5,363,000 as of December 31, 2017 and December31, 2016, respectively.

TheCompany periodically reviews the value of items in inventory and records an allowance to reduce the carrying value of inventoryto the lower of cost or market based on its assessment of market conditions, inventory turnover and current stock levels. Inventorywrite-downs are charged to cost of goods sold. The Company recorded an inventory allowance of approximately $39,300 and $48,500for the years ended December 31, 2017 and December 31, 2016, respectively.

Advancesto Suppliers and Related Party

Inthe normal course of business, the Company may advance payments to its suppliers, including Bacolod, a related party. These advancesare in the form of prepayments for products that will ship within a short window of time. In the event that it becomes necessaryfor the Company to return products or adjust for quality issues, the Company is issued a credit by the vendor in the normal courseof business and these credits are also reflected against future shipments.

Asof December 31, 2017 and December 31, 2016, the balance due from Bacolod for future shipments was approximately $0 and $982,000,respectively. The 2016 balances represent approximately two to three months of purchases from the supplier.

FixedAssets

Fixedassets are stated at cost less accumulated depreciation and are being depreciated using the straight-line method over the estimateduseful life of the asset as follows:

Leaseholdimprovements are amortized using the straight-line method over the shorter of the expected life of the improvement or the remaininglease term.

TheCompany capitalizes expenditures for major improvements and additions and expenses those items which do not improve or extendthe useful life of the fixed assets.

TheCompany reviews fixed assets for recoverability if events or changes in circumstances indicate the assets may be impaired. AtDecember 31, 2017 and December 31, 2016, the Company believes the carrying values of its long-lived assets were recoverable andas such, the Company did not record any impairment.

OtherComprehensive (loss) Income

TheCompany reports its comprehensive (loss) income in accordance with ASC 220, Comprehensive Income, which establishes standardsfor reporting and presenting comprehensive (loss) income and its components in a full set of financial statements. Other comprehensive(loss) income consists of net income (loss) and cumulative foreign currency translation adjustments.

ForeignCurrency Translation

TheCompany’s functional and reporting currency is the U.S. Dollars. The assets and liabilities held by the Company’sVIE have a functional currency other than the U.S. Dollar. They are translated into U.S. Dollars at exchange rates in effect atthe end of each reporting period. The VIE’s revenue and expenses are translated into U.S. Dollars at the average rates thatprevailed during the period. The resulting net translation gains and losses are reported as foreign currency translation adjustmentsin stockholders’ equity as a component of comprehensive (loss) income. The Company recorded foreign currency translationadjustment of approximately $56,000 and $(12,000) for the years ended December 31, 2017 and December 31, 2016, respectively.

RevenueRecognition

TheCompany recognizes revenue when the products are shipped, the risks of ownership transfer to the customer and collectability isreasonably assured. Revenue is stated net of sales returns and allowances. Provision for sales return is estimated based on theCompany’s historical return experience.

TheCompany offers sales discounts and promotions to its customers in various forms. These incentives are accounted for as a reductionof revenue when they are characterized as cash consideration, in accordance with ASC 605, Revenue Recognition. Otherwise,the incentives are expensed.

Revenueis inclusive of shipping and handling fees and all related costs of shipping and handling related to sales to customers are categorizedas cost of revenue.

TheCompany expenses the costs of advertising as incurred. Advertising expenses which are included in Other Operating Expenses wereapproximately $108,000 and $82,500, for the years ended December 31, 2017 and December 31, 2016, respectively.

Useof Estimates

Thepreparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”)requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosureof contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates.

CustomerConcentration

TheCompany had three customers which accounted for approximately 63% and 60%, of revenue during the years ended December 31, 2017and 2016, respectively. Outstanding receivables from these customers accounted for approximately 66% and 63% of the total accountsreceivable as of December 31, 2017 and 2016, respectively. The loss of any major customer could have a material adverse impacton the Company’s results of operations, cash flows and financial position.

SupplierConcentration

TheCompany had three suppliers which accounted for approximately 75% of the Company’s total purchases during the year endedDecember 31, 2017. These three suppliers are located in three countries, Indonesia, Philippines, China, which accounted for approximately93% of the Company’s total purchases during the year ended December 31, 2017.

TheCompany had four suppliers which accounted for approximately 70% of the Company’s total purchases during the year endedDecember 31, 2016. These four suppliers are located in four countries, Indonesia, Philippines, China and USA, which accountedfor approximately 82% of the Company’s total purchases during the year ended December 31, 2016.

Thesesuppliers included Bacolod, a related party, which accounted for approximately 53% and 22% of the Company’s total purchases,during the years ended December 31, 2017 and December 31, 2016, respectively.

Theloss of any major supplier could have a material adverse impact on the Company’s results of operations, cash flows and financialposition.

FairValue of Financial Instruments

Ourfinancial instruments include cash, accounts receivable, accounts payable, accrued expenses, and debt obligations. We believethe carrying values of our financial instruments approximate their fair values because they are short term in nature or payableon demand.

Reclassifications

Certainamounts in prior year have been reclassified to conform to the current year presentation.

IncomeTaxes

TheCompany with stockholder consent has elected to be taxed under the S Corporation provisions of the Internal Revenue Code. Underthese provisions, taxable income or loss of the Company is reflected on the stockholder’s individual income tax return.

TheCompany assesses its tax positions in accordance with ASC 740, Income Taxes, which provides guidance for financial statementrecognition and measurement of uncertain tax positions taken or expected to be taken in a tax return for open tax years (generallya period of three years from the later of each return’s due date or the date filed), that remain subject to examinationby the Company’s major tax jurisdictions. The Company’s tax returns for 2014 through 2017 remain subject to examinationby the Internal Revenue Service.

Taxpositions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax positionwill be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measuredto determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amountof benefit that is greater than 50% likely of being realized upon ultimate settlement. Interest and penalties related to uncertaintax positions, if any, are classified as a component of income tax expense. The Company believes that it does not have any significantuncertain tax positions requiring recognition or measurement in the accompanying financial statements.

Forthe years ended December 31, 2016 and December 31, 2017, a pro forma income tax provision has been disclosed as if the Companywas a C corporation and thus was subject to U.S. federal and state income taxes. The Company computed pro forma tax expense usingan effective rate of 34.92% and 68.09% as of December 31, 2016 and December 31, 2017, respectively. The pro-forma provision forincome taxes excludes information related to the Company’s VIE.

Asof the date of the Merger, the Company no longer qualified for a Subchapter S Corporation election.

RecentlyIssued Accounting Pronouncements

ASUNo. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January1, 2018. The below disclosure reflects the Company’s updated accounting policies that are affected by this new standard.The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic606. As sales are and have been primarily through distributors, and the Company has no significant post-delivery obligations,this did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statementsfor the cumulative impact of applying this new standard. The Company made no adjustments to its previously-reported total revenues,as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

RequiredElements of Revenue Recognition: Revenue from the Company’s product sales is recognized under Topic 606 in amanner that reasonably reflects the delivery of its goods to customers in return for expected consideration and includes the followingelements:

Thesefive elements, as applied to each of the Company’s revenue category, is summarized below:

ASC842 Leases. In February 2016, the FASB issued ASC 842 Leases which is to be effective for reporting periods beginning afterDecember 15, 2018. The Company has reviewed the pronouncement and believes it will not have a material impact on the Company’sfinancial position, operations or cash flows.

OffBalance Sheet Arrangements

Wecurrently have no off-balance sheet arrangements.

MARKETPRICE FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MarketInformation

Thereis not currently, and there has never been, any market for any of our common stock. Our common stock is not eligible for tradingon any national securities exchange and are not quoted for sale on any over-the-counter markets, including the OTCQB.

Stockholders

Asof January 11, 2019, there were six stockholders of record of our common stock.

DividendPolicy

Wehave never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock inthe foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Our Loanand Security Agreement with ACF contains terms prohibiting or limiting the amount of dividends that may be declared or paid onour common stock. Any future determination to pay cash dividends will be at the discretion of our board of directors and willbe dependent upon financial condition, results of operations, capital requirements and such other factors as the board of directorsdeems relevant.

Saleof Restricted Shares

Allof the shares of our common stock outstanding are “restricted securities” as such term is defined in Rule 144. Theserestricted securities were issued and sold by us, or will be issued and sold by us, in private transactions and are eligible forpublic sale only if registered under the Securities Act or if they qualify for an exemption from registration under the SecuritiesAct, including the exemption provided by Rule 144.

Lock-upAgreements

Inconnection with the Merger, holders of 15,750,000 shares of our common stock have agreed, subject to certain exceptions, not todispose of or hedge any shares of common stock or securities convertible or exercisable for shares of common stock during theRestricted Period in excess of 50% of all of the common stock held by (or issuable to) them and at a price below $2.20 per share.Notwithstanding such restrictions, during the Restricted Period (i) the Restricted Holders may transfer up to 10% of their sharesto a charitable organization which agrees to be bound by such Lock-Up restrictions and (ii) the Pre-Merger Holders may transferup to 10% of their shares to a third party which agrees to be bound by such Lock-Up restrictions. From and after the RestrictedPeriod, neither the Restricted Holders nor the Pre-Merger Holders may sell, dispose or otherwise transfer more than one-thirdof the common stock held by such Holder in any two-month period.

Followingthe Restricted Period and subject to the terms of the lock-up agreements described above, and assuming that no parties are releasedfrom these agreements and that there is no extension of the Restricted Period, certain of the shares of common stock that arerestricted securities or are held by our affiliates as of the date of the Merger will be eligible for sale in the public marketin compliance with Rule 144 under the Securities Act.

RegistrationRights

OnNovember 8, 2018, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the investorsin the Offering. Pursuant to the terms of the Registration Rights Agreement, within 120 business days after the closing of theOffering, the Company is obligated to file a registration statement (the “Registration Statement”) with the SEC coveringthe Conversion Shares and the Warrant Shares (collectively, the “Registrable Shares”) and use its commercially reasonableefforts to cause such Registration Statement to be declared effective and to keep such Registration Statement effective for aperiod of twelve months or for such shorter period ending on the earlier to occur of (x) the sale of all Registrable Securitiesand (y) the availability of Rule 144 for the sale of the Registrable Securities without volume limitations within a 90 day period(the “Effectiveness Period”). Notwithstanding the foregoing, in the event that the SEC limits the number of RegistrableSecurities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement suchnumber of Registrable Securities as specified by the SEC on a pro-rata basis (the “SEC Cutback”).

Theholders of Registrable Shares will have “piggyback” registration rights for such Registrable Shares with respect totwo registration statements in accordance with the terms and the notice requirements of the Registration Rights Agreement, subjectto a SEC Cutback or a customary cutback in an underwritten offering, both which would be pro rata.

TheCompany has also agreed to register shares issued in connection with the Merger, shares issuable to the Settlement Parties andthe Retained Shares on the Registration Statement.

SECURITIESAUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Thefollowing table provides information regarding our equity compensation plans as of December 31, 2018:

EquityCompensation Plan Information

MANAGEMENT- DIRECTORS AND EXECUTIVE OFFICERS

Executiveofficers and directors

Thefollowing persons became our executive officers and directors on November 8, 2018, upon effectiveness of the Merger and hold thepositions set forth opposite their respective names.

Ourdirectors hold office for three-year terms and until their successors have been elected and qualified. Our officers are electedby the Board of Directors and serve at the discretion of the Board.

Biographies

JohnKeeler has been Executive Chairman of the Board since the effectiveness of the Merger. Mr. Keeler founded John Keeler &Co., d/b/a Blue Star Foods in May 1995 and served as its Executive Chairman of the Board since inception during which time hegrew the company to become one of the leading marketers of imported blue swimming crab meat in the United States. Mr. Keeler builtsales over the past 20 years to $35+ million annually through 2017. Mr. Keeler oversees procurement as well as operating facilitiesin the Philippines and Indonesia. Mr. Keeler is an executive committee member of the National Fisheries Institute-Crab Counciland a founding member of the Indonesia and Philippines crab meat processors associations. Mr. Keeler received his BS in Economicsfrom Rutgers University in 1995 and attended Harvard Business School executive programs in supply chain management, negotiationsand marketing in 2005. Mr. Keeler’s extensive experience in the industry led to the decision to appoint him to the boardof directors.

CarlosFaria has been President and Chief Executive Officer and a director since the effectiveness of the Merger. Mr. Faria was aconsultant to Keeler & Co since December 2016. Prior thereto, from September 2015 to November 2016, Mr. Faria was senior vicepresident of Procurement at AquaStar, the largest division of the privately-held Red Chamber Group, a diversified and verticallyintegrated seafood company, where he developed four new product lines of pasteurized seafood and helped build a supplier networkin Indonesia, the Philippines, Thailand, Vietnam and China. From February 2012 to August 2015 Mr. Faria was vice president ofoperations at Chicken of the Sea Frozen Foods, the largest US division of the Thai Union Group, a diversified and vertically integratedworldwide seafood company and head of East Coast operations of Empress International, where he was responsible for M&A strategyand the acquisition of $250 million Orion Seafood International, Inc., the largest marketer of frozen lobster products in theUnited States. From May 2003 to January 2012, Mr. Faria was senior vice president of International, Supply Chain & Strategyat John Keeler & Co. where he implemented sales and operations planning process to structure growth for the company and verticallyintegrated operations in Indonesia and the Philippines with multiple processing plants. Mr. Faria has also held positions in corporatefinance, including as a deputy general manager at WestLB Group (Banque Europeenne pour l’Amerique Latine – a WestDeutsche Landesbank subsidiary) (Caracas, Venezuela) and as an international business analyst at Citibank, NA (Caracas, Venezuela).Mr. Faria graduated from the Universidad Metropolitana (Venezuela), with a bachelor’s in business administration, majoringin management and received training at the Harvard Business School in supply chain management. Mr Faria’s extensive experiencein the seafood industry led to the decision to appoint him to the board of directors.

ChristopherH. Constable has been Chief Financial Officer, Treasurer and Secretary and a director since the effectiveness of the Merger.Mr. Constable was Chief Financial Officer of Keeler & Co since May 2003. Mr. Constable manages the Company’s US financeoperations. In addition, Mr. Constable manages the finance operations of the Company’s international affiliates, BacolodBlue Star Export Corp, Bicol Blue Star Export Corp Strike the Gold Foods, Ltd., affiliated suppliers. Prior thereto, from 1999to 2003, Mr. Constable was a consultant at Gateway Capital Corp., a business consulting firm, where he analyzed the financialand reporting capabilities of prospective lending customers for lines of credit from $10 to $100 million. Additionally, Mr. Constablewas involved with loan workouts of facilities that required either liquidation or restructuring to ensure collectability for thefinancial institutions. From 1990 to 1999, Mr. Constable was a commercial banker at Mercantile Bankshares in Baltimore, FinovaCapital Corporation and Capital Bank, both in south Florida. Mr. Constable received his B.S. in Finance with an Accounting Minorfrom the Merrick School of Business at the University of Baltimore, in 1989. Mr. Constable’s experience with the Companyand industry knowledge led to the decision to appoint him to the board of directors.

NubarHerian has been a director since the effectiveness of the Merger. Since 2014, Mr. Herian has been the chief executive officerof Monaco Group Holdings, a privately-held company headquartered in Miami, Florida, which owns and operates Monaco Foods, Inc.,an importer, exporter and distributor of premium gourmet foods from around the world. Since 1995, Mr. Herian has been the commercialdirector of Casa de Fruta Caracas, a privately-held company based in Caracas, Venezuela, that focuses on importing foods. Mr.Herian is also the president of Lunar Enterprises, a holding company for his family’s public and private equity investmentsand real estate holdings. Mr. Herian received his BS in Mechanical Engineering from Florida Atlantic University in 1994 and anExecutive M.B.A. from the University of Miami in 2014. Mr. Herian’s experience in the food import industry led to the decisionto appoint him to the board of directors. There are no family relationships among our directors and executive officers.

Committees

TheCompany has no nominating, audit or compensation committees at this time. The entire Board participates in the nomination andaudit oversight processes and considers executive and director compensation. The entire Board is involved in such decision-makingprocesses. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determineissues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not awareof any other conflicts of interest with any of our executive officers or directors.

Roleof Board in Risk Oversight Process

Riskassessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages managementto promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Managementdiscusses strategic and operational risks at regular management meetings and conducts strategic planning and review sessions duringthe year that include a discussion and analysis of the risks facing us.

DirectorIndependence

Ourboard of directors currently consists of three members. We are not currently subject to listing requirements of any national securitiesexchange that has requirements that a majority of the board of directors be “independent.”

BoardDiversity

Uponconsummation of the Merger, the board of directors will review, on an annual basis, the appropriate characteristics, skills andexperience required for the board of directors as a whole and its individual members. In evaluating the suitability of individualcandidates (both new candidates and current members), the board of directors, in approving (and, in the case of vacancies, appointing)such candidates, will take into account many factors, including the following:

Theentire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Giventhe size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, thereis a potential conflict of interest in that our directors and officers have the authority to determine issues concerning managementcompensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interestwith any of our executive officers or directors.

Familyrelationships

Thereare no family relationships among any of our officers or directors.

Involvementin legal proceedings

Thereare no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involveda criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in thesecurities or banking industries, or a finding of securities or commodities law violations.

EXECUTIVECOMPENSATION

Thetable below sets forth certain information about the compensation paid, earned or accrued by our Chief Executive Officer and allother executive officers who received annual remuneration in excess of $100,000 during 2018 (each a “Named Executive Officer”).

SummaryCompensation Table

*HowardGostfrand, served as the Company’s Chief Executive Officer prior to the Merger and received no compensation for such service.

Ourexecutive officers have basic health benefits that are generally available to all of our employees.

Weoffer a 401(k) plan to eligible employees, including our executive officers. In accordance with this plan, all eligible employeesmay contribute a percentage of compensation up to a maximum of the statutory limits per year. We intend for the 401(k) plan toqualify, depending on the employee’s election, under Section 401(a) of the Code, so that contributions by employees, andincome earned on those contributions, are not taxable to employees until withdrawn from the 401(k) plan.

OutstandingEquity Awards

Thetable below reflects all outstanding equity awards made to any Named Executive Officer that were outstanding at December 31, 2018.

OUTSTANDINGEQUITY AWARDS AT DECEMBER 31, 2018

2018Equity Incentive Plan

Wehave adopted the 2018 Plan that provides for the grant of up to 7,500,000 shares of common stock. Under the 2018 Plan, we areauthorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options.The 2018 Plan is administered by our board of directors. In connection with the Merger, we issued options to purchase an aggregateof 6,240,000 million shares of common stock to certain executive officers and directors.

ShareReserve. 7,500,000 shares of common stock are reserved for issuance under the 2018 Plan pursuant to a variety of stock-basedcompensation awards, including stock options, stock appreciation rights(“SARs”), restricted stock awards, restrictedstock unit awards, deferred stock awards, dividend equivalent awards, stock payment awards, performance awards and other stock-basedawards.

●to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery ofshares, any shares subject to the award at such time will be available for future grants under the 2018 Plan;

●to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respectto any award under the 2018 Plan, such tendered or withheld shares will be available for future grants under the 2018 Plan;

●to the extent that shares of common stock are repurchased by us prior to vesting so that shares are returned to us, such shareswill be available for future grants under the 2018 Plan;

●the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the sharesavailable for issuance under the 2018 Plan; and

●to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstandingawards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the sharesavailable for issuance under the 2018 Plan.

Administration.The compensation committee is expected to administer the 2018 Plan unless our board of directors assumes authority for administration.The compensation committee must consist of at least three members of our board of directors, each of whom is intended to qualifyas an “outside director,” within the meaning of Section 162(m) of the Code, a “non-employee director”for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the NASDAQ rules.The 2018 Plan provides that the board of directors or compensation committee may delegate its authority to grant awards to employeesother than executive officers to a committee consisting of one or more members of our board of directors or one or more of ourofficers, other than awards made to our non-employee directors, which must be approved by our full board of directors.

Subjectto the terms and conditions of the 2018 Plan, the administrator has the authority to select the persons to whom awards are tobe made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all otherdeterminations and to take all other actions necessary or advisable for the administration of the 2018 Plan. The administratoris also authorized to adopt, amend or rescind rules relating to administration of the 2018 Plan. Our board of directors may atany time remove the compensation committee as the administrator and revest in itself the authority to administer the 2018 Plan.The full board of directors will administer the 2018 Plan with respect to awards to non-employee directors.

Eligibility.Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2018 Plan may be granted to individualswho are then our officers, employees or consultants or are the officers, employees or consultants of subsidiaries. Such awardsalso may be granted to our directors. Only employees of the Company or certain subsidiaries may be granted ISOs.

Awards.The 2018 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock awards, restrictedstock unit awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, performance awards, stock paymentawards and other stock-based and cash-based awards, or any combination thereof. Each award will be set forth in a separate agreementwith the person receiving the award and will indicate the type, terms and conditions of the award.

NonstatutoryStock Options (“NSOs”) will provide for the right to purchase shares of common stock at a specified price thatmay not be less than the fair market value of a share of common stock on the date of grant, and usually will become exercisable(at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’scontinued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performancetargets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed10 years.

IncentiveStock Options (“ISOs”) will be designed in a manner intended to comply with the provisions of Section 422 of theCode and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exerciseprice of not less than the fair market value of a share of our Common Stock on the date of grant, may only be granted to employees,and must not be exercisable after a period of 10 years measured from the date of grant. In the case of an ISO granted to an individualwho owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2018 Planprovides that the exercise price must be at least 110% of the fair market value of a share of our Common Stock on the date ofgrant and the ISO must not be exercisable after a period of five years measured from the date of grant.

RestrictedStock Awards may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator.Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if theconditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred untilrestrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights andwill have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividendswill generally be placed in escrow, and will not be released until restrictions are removed or expire.

RestrictedStock Unit Awards may be awarded to any eligible individual, typically without payment of consideration, but subject to vestingconditions based on continued employment or service or on performance criteria established by the administrator. Like restrictedstock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removedor expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock unitshave vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time whenvesting conditions are satisfied.

DeferredStock Awards represent the right to receive shares of common stock on a future date. Deferred stock may not be sold or otherwisehypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipientsof deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfiedand the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock willnot be issued, if the applicable vesting conditions and other restrictions are not met.

DeferredStock Units are denominated in unit equivalent of shares of common stock and vest pursuant to a vesting schedule or performancecriteria set by the administrator. The common stock underlying deferred stock units will not be issued until the deferred stockunits have vested, and recipients of deferred stock units generally will have no voting rights prior to the time when vestingconditions are satisfied.

StockAppreciation Rights (“SARS”), may be granted in connection with stock options or other awards, or separately.SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increasesin the price of our Common Stock over a set exercise price. The exercise price of any SAR granted under the 2018 Plan must beat least 100% of the fair market value of a share of our Common Stock on the date of grant. Except as required by Section 162(m)of the Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of theCode, there are no restrictions specified in the 2018 Plan on the exercise of SARs or the amount of gain realizable therefrom,although restrictions may be imposed by the administrator in the SAR agreements. SARs under the 2018 Plan will be settled in cashor shares of common stock, or in a combination of both, at the election of the administrator.

DividendEquivalent Awards represent the value of the dividends, if any, per share paid by us, calculated with reference to the numberof shares covered by the award. Dividend equivalents may be settled in cash or shares and at such times as determined by our compensationcommittee or board of directors, as applicable.

PerformanceAwards may be granted by the administrator on an individual or group basis. Generally, these awards will be based upon specificperformance targets and may be paid in cash or in common stock or in a combination of both. Performance awards may include “phantom”stock awards that provide for payments based upon the value of our Common Stock. Performance awards may also include bonuses thatmay be granted by the administrator on an individual or group basis and that may be payable in cash or in common stock or in acombination of both.

StockPayment Awards may be authorized by the administrator in the form of common stock or an option or other right to purchasecommon stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation, including bonuses,that would otherwise be payable in cash to the employee, consultant or non-employee director.

Changein Control. In the event of a change in control where the acquirer does not assume or replace awards granted prior to theconsummation of such transaction, awards issued under the 2018 Plan will be subject to accelerated vesting such that 100% of suchawards will become vested and exercisable or payable, as applicable. Performance awards will vest in accordance with the termsand conditions of the applicable award agreement. In the event that, within the 12 month period immediately following a changein control, a participant’s services with us are terminated by us other than for cause (as defined in the 2018 Plan) orby such participant for good reason (as defined in the 2018 Plan), then the vesting and, if applicable, exercisability of 100%of the then-unvested shares subject to the outstanding equity awards held by such participant under the 2018 Plan will accelerateeffective as of the date of such termination. The administrator may also make appropriate adjustments to awards under the 2018Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of suchawards in the event of a change in control or certain other unusual or nonrecurring events or transactions. Under the 2018 Plan,a change in control is generally defined as:

●the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of ourvoting stock to a person or group;

●a change in the composition of our board of directors over a two-year period such that the members of the board of directors whowere approved by at least two-thirds of the directors who were directors at the beginning of the two-year period or whose electionor nomination was so approved cease to constitute a majority of the board of directors;

●a merger, consolidation, reorganization or business combination in which we are involved, directly or indirectly, other than amerger, consolidation, reorganization or business combination that results in our outstanding voting securities immediately beforethe transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securitiesand after which no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entityimmediately after the transaction; or

●stockholder approval of our liquidation or dissolution.

Adjustmentsof Awards. In the event of any stock dividend, stock split, spin-off, recapitalization, distribution of our assets to stockholders(other than normal cash dividends) or any other corporate event affecting the number of outstanding shares of our Common Stockor the share price of our Common Stock other than an “equity restructuring” (as defined below), the administratormay make appropriate, proportionate adjustments to reflect the event giving rise to the need for such adjustments, with respectto:

●the aggregate number and type of shares subject to the 2018 Plan;

●the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, withoutlimitation, any applicable performance targets or criteria with respect to such awards); and

●the grant or exercise price per share of any outstanding awards under the 2018 Plan.

Inthe event of one of the adjustments described above or other corporate transactions, in order to prevent dilution or enlargementof the potential benefits intended to be made available under the 2018 Plan, the administrator has the discretion to make suchequitable adjustments and may also:

●provide for the termination or replacement of an award in exchange for cash or other property;

●provide that any outstanding award cannot vest, be exercised or become payable after such event;

●provide that awards may be exercisable, payable or fully vested as to shares of common stock covered thereby; or

●provide that an award under the 2018 Plan cannot vest, be exercised or become payable after such event.

Inthe event of an equity restructuring, the administrator will make appropriate, proportionate adjustments to the number and typeof securities subject to each outstanding award and the exercise price or grant price thereof, if applicable. In addition, theadministrator will make equitable adjustments, as the administrator in its discretion may deem appropriate to reflect such equityrestructuring, with respect to the aggregate number and type of shares subject to the 2018 Plan. The adjustments upon an equityrestructuring are nondiscretionary and will be final and binding on the affected holders and the Company.

Forpurposes of the 2018 Plan, “equity restructuring” means a nonreciprocal transaction between us and our stockholders,such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend,that affects the number or kind of shares (or other securities) or the share price of our Common Stock (or other securities) andcauses a change in the per share value of the common stock underlying outstanding stock-based awards granted under the 2018 Plan.In the event of a stock split in connection with an offering, the administrator will proportionately adjust (i) the number ofshares subject to any outstanding award under the 2018 Plan, (ii) the exercise or grant price of any such awards, if applicable,and (iii) the aggregate number of shares subject to the 2018 Plan.

Amendmentand Termination. Our board of directors or the compensation committee (with board approval) may terminate, amend or modifythe 2018 Plan at any time and from time to time. However, we must generally obtain stockholder approval:

●to increase the number of shares available under the 2018 Plan (other than in connection with certain corporate events, as describedabove);

●reduce the price per share of any outstanding option or SAR granted under the 2018 Plan;

●cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair marketvalue of the underlying shares; or

●to the extent required by applicable law, rule or regulation (including any NASDAQ rule).

Termination.Our board of directors may terminate the 2018 Plan at any time. No ISOs may be granted pursuant to the 2018 Plan after the10th anniversary of the effective date of the 2018 Plan, and no additional annual share increases to the 2018 Plan’s aggregateshare limit will occur from and after such anniversary. Any award that is outstanding on the termination date of the 2018 Planwill remain in force according to the terms of the 2018 Plan and the applicable award agreement.

EmploymentAgreements

Wedo not currently have employment agreements with our officers.

DirectorCompensation

Wedo not currently compensate our directors for acting as such, although we may do so in the future. We reimburse our directorsfor reasonable expenses incurred in connection with their service as directors.

Limitationon Liability and Indemnification Matters

Ourcertificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullestextent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetarydamages for any breach of fiduciary duties as directors, except liability for:

Ourcertificate of incorporation and bylaws provide that we are required to indemnify our directors and officers, in each case tothe fullest extent permitted by Delaware law and provide for the advancement of expenses incurred by a director or officer inadvance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any director or officerfor any liability arising out of his, her or its actions in that capacity.

Webelieve that these provisions in our certificate of incorporation and bylaws are necessary to attract and retain qualified personsas directors and officers.

Thelimitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholdersfrom bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivativelitigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’sinvestment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuantto these indemnification provisions.

Insofaras indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controllingpersons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnificationis against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Thereis no pending litigation or proceeding naming any of our directors, officers or employees as to which indemnification is beingsought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director,officer or employee.

Wehave directors’ and officers’ liability insurance insuring our directors and officers against liability for acts oromissions in their capacities as directors or officers.

DirectorIndependence

Oursecurities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement thata majority of directors be independent. We evaluate independence by the standards for director independence set forth in the NASDAQMarketplace Rules. Under such rules, our board of directors has determined that none of the members of the board of directors,except Nubar Herian, are independent directors, because each of the other directors are executive officers of our company. Inmaking such independence determination, our board of directors considered the relationships that each non-employee director haswith us and all other facts and circumstances that our board of directors deemed relevant in determining their independence.

SecurityOwnership of Certain Beneficial Owners and Management

Thefollowing table sets forth information relating to the beneficial ownership of our Common Stock at January 11, 2019, by:

Thenumber of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with therules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under suchrules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment poweras well as any shares that the individual has the right to acquire within 60 days of January 11, 2019 through the exercise ofany stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws,the persons named in the table have sole voting and investment power with respect to all shares of common stock held by such person.

Thepercentage of shares beneficially owned is computed on the basis of 16,015,000 shares of common stock outstanding as of January11, 2019, giving effect to the Offering and taking into account the consummation of the Merger, the Share Surrender and the CompanySettlement. Shares of common stock that a person has the right to acquire within 60 days of January11, 2019 are deemed outstandingfor purposes of computing the percentage ownership of the person holding such rights but are not deemed outstanding for purposesof computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors andexecutive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed in the table isc/o Blue Star Foods Corp., 3000 NW 109th Avenue, Miami, Florida 33172.

Change-in-ControlAgreements

TheCompany does not have any change-in-control agreements with any of its executive officers.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND CORPORATE GOVERNANCE

CertainRelationships and Related Transactions

Thefollowing is a description of transactions since January 1, 2016 to which we have been a party, in which the amount involved exceededor will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our pre-Merger capitalstock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other thancompensation and other arrangements that are described in the section titled “Executive Compensation.” The followingdescription is historical and has not been adjusted to give effect to the Merger or the share conversion ratio pursuant to theMerger Agreement.

FromJanuary 2006 through May 2017, Keeler & Co issued an aggregate of $2,910,000 6% demand promissory notes to John Keeler, ourExecutive Chairman. We can prepay the notes at any time first against interest due thereunder. If an event of default occurs underthe notes, interest will accrue at 18% per annum and if not paid within 10 days of payment becoming due, the holder of the noteis entitled to a late fee of 5% of the amount of payment not timely received.

JohnKeeler, our Executive Chairman, and Christopher Constable, our Chief Financial Officer own 75% and 20%, respectively, of Bacolod,an exporter of pasteurized crab meat from the Philippines.

JohnKeeler, our Executive Chairman, and Christopher Constable, our Chief Financial Officer own 80% and 15%, respectively, of Bicol,a Philippine company, and an indirect supplier of crab meat via Bacolod to the Company.

JohnKeeler, our Executive Chairman, and Christopher Constable, our Chief Financial Officer own 80% and 20%, respectively, of Strikethe Gold Foods, Ltd., a UK company, which sells the Company’s packaged crab meat in the United Kingdom.

Welease approximately 16,800 square feet of office/warehouse space for our executive offices and distribution facility under a leaseexpiring in June 2021 for $16,916 per month from Keeler Real Estate, a corporation 33% owned by each trust for each of John KeelerIII, Andrea Keeler and Sarah Keeler, each of whom are our Executive Chairman, John Keeler’s children. The Company is a guarantorof the mortgage on the distribution facility which had a balance of approximately $1,325,189 as of June 30, 2018.

Fromtime to time, we may prepay Bacolod for future shipments of product which may represent two to three months of purchases. Therewas no balance due for future shipments from Bacolod as of December 31, 2017 and there was $982,000 due as of December 31, 2016.

Acompany owned by the parents of John Keeler, our Executive Chairman, is a party to the Settlement Agreement and was issued 40Units on November 8, 2018 in connection with the Company Settlement.

JohnKeeler, our Executive Chairman, is a party to an Unconditional and Continuing Guaranty, dated August 31, 2016, with ACF, pursuantto which Mr. Keeler is guarantor of the Company’s obligations under our Loan and Security Agreement with ACF.

OnMarch 31, 2018, we issued options to purchase 104 shares of common stock of Keeler & Co with an exercise price of $10,000per share to Carlos Faria, our President and Chief Executive Officer, for services provided to Keeler & Co. Upon the closingof the Merger, such options were converted into ten-year immediately exercisable options to purchase an aggregate of 3,120,000shares of common stock at an exercise price of $0.333 under the 2018 Plan,

OnNovember 8, 2018, we issued Christopher Constable, our Chief Financial Officer, a ten-year option under the 2018 Plan to purchase3,120,000 shares of common stock at an exercise price of $2.00 which vest one-year from the date of grant.

OnNovember 8, 2018, we issued 600 Units in the Offering to Nubar Herian, a director of our company, for $600,000.

EXPENSESOF ISSUANCE AND DISTRIBUTION

Thefollowing table sets forth the costs and expenses payable by us in connection with the sale of common stock being registered.All amounts are estimates except for the SEC filing fee.

ADDITIONALINFORMATION

Wehave filed with the SEC this registration statement on Form S-1 under the Securities Act with respect to the shares of commonstock being offered by this prospectus. This prospectus, which constitutes a part of this registration statement, does not containall of the information in this registration statement and its exhibits. For further information with respect to us and the commonstock offered by this prospectus, you should refer to this registration statement and the exhibits filed as part of that document.Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarilycomplete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to this registrationstatement. Each of these statements is qualified in all respects by this reference.

Weare subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statementsand other information with the SEC. You can read our SEC filings, including this registration statement, over the Internet atthe SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public referencefacilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates bywriting to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330for further information on the operation of the public reference facilities. You may also request a copy of these filings, atno cost, by writing or telephoning us at: Blue Star Foods Corp., 3000 NW 109th Avenue, Miami, Florida 33172 or (305) 836-6858.In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, priorto the termination of the offering (excluding any information furnished rather than filed) shall be deemed to be incorporatedby reference into this prospectus.

LEGALMATTERS

TheCrone Law Group, P.C. has opined on the validity of the shares being offered hereby.

EXPERTS

Theconsolidated financial statements included in this prospectus and in the registration statement for the fiscal years ended December31, 2017 and December 31, 2016 have been audited by MaloneBailey, LLP, an independent registered public accounting firm and areincluded in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Reportof Independent Registered Public Accounting Firm

Tothe Board of Directors of

JohnKeeler & Co., Inc.