0000929638-24-000562.txt : 20240213 0000929638-24-000562.hdr.sgml : 20240213 20240213200438 ACCESSION NUMBER: 0000929638-24-000562 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 GROUP MEMBERS: JEFF EASTON GROUP MEMBERS: LIND GLOBAL PARTNERS II LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Star Foods Corp. CENTRAL INDEX KEY: 0001730773 STANDARD INDUSTRIAL CLASSIFICATION: PREPARED FRESH OR FROZEN FISH & SEAFOODS [2092] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 824270040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90734 FILM NUMBER: 24631281 BUSINESS ADDRESS: STREET 1: 3330 CLEMATIS STREET STREET 2: SUITE 217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 800-341-2684 MAIL ADDRESS: STREET 1: 3330 CLEMATIS STREET STREET 2: SUITE 217 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: AG ACQUISITION GROUP II, INC. DATE OF NAME CHANGE: 20180207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lind Global Fund II LP CENTRAL INDEX KEY: 0001871665 ORGANIZATION NAME: IRS NUMBER: 863914253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-701-7428 MAIL ADDRESS: STREET 1: 444 MADISON AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  

 
SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. 1)*
  

 
Blue Star Foods Corp.
  
 
(Name of Issuer)
  

 
Common Stock, par value $0.0001 per share
  
 
(Title of Class of Securities)
  

 
09606H200
  
 
(CUSIP Number)
  

 
December 31, 2023
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]            Rule 13d-1(b)
[x]            Rule 13d-1(c)
[ ]            Rule 13d-1(d)
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Fund II LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
1,590,000
6  Shared Voting Power
 
0
7  Sole Dispositive Power
 
1,590,000
8  Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,590,000(1)
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
11
Percent of Class Represented by Amount in Row (9)*
 
9.9%(2)
  
12
Type of Reporting Person (See Instructions)
PN
  
(1) The reporting person’s ownership consists of (i) 50,000 warrants to purchase shares of common stock (the “2022 Warrants”), (ii) 435,035 warrants to purchase shares of common stock (the “May 2023 Warrants”), (iii) 175,234 warrants to purchase shares of common stock (the “July 2023 Warrants”), (iv) 2,148,228 warrants to purchase shares of common stock (the “A-1 Warrants”), (v) 2,148,228 warrants to purchase shares of common stock (the “A-2 Warrants,” and together with the 2022 Warrants, the May 2023 Warrants, the July 2023 Warrants, and the A-1 Warrants, the “Warrants”), and (vi) shares of common stock issuable to the reporting person pursuant to a convertible security entered into between Lind Global Fund II and Blue Star Foods Corp. (the “Convertible Security”); however, due to the exercise limitations of the Warrants and the conversion limitations on the Convertible Security, the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Partners II LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
1,590,000
6  Shared Voting Power
 
0
7  Sole Dispositive Power
 
1,590,000
8  Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,590,000(1)
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
11
Percent of Class Represented by Amount in Row (9)*
 
9.9%(2)
  
12
Type of Reporting Person (See Instructions)
OO
  
(1) The reporting person’s ownership consists of (i) 50,000 2022 Warrants, (ii) 435,035 May 2023 Warrants, (iii) 175,234 July 2023 Warrants, (iv) 2,148,228 A-1 Warrants, (v) 2,148,228 A-2 Warrants, and (vi) shares of common stock issuable to the reporting person pursuant to the Convertible Security; however, due to the exercise limitations of the Warrants and the conversion limitations on the Convertible Security, the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Jeff Easton
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)            [ ]
 
(b)            [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5  Sole Voting Power
 
1,590,000
6  Shared Voting Power
 
0
7  Sole Dispositive Power
 
1,590,000
8  Shared Dispositive Power
 
0

9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,000(1)
  
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
11
Percent of Class Represented by Amount in Row (9)*
 
9.9%(2)
  
12
Type of Reporting Person (See Instructions)
 
IN
  
(1) The reporting person’s ownership consists of (i) 50,000 2022 Warrants, (ii) 435,035 May 2023 Warrants, (iii) 175,234 July 2023 Warrants, (iv) 2,148,228 A-1 Warrants, (v) 2,148,228 A-2 Warrants, and (vi) shares of common stock issuable to the reporting person pursuant to the Convertible Security; however, due to the exercise limitations of the Warrants and the conversion limitations on the Convertible Security, the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such exercise would cause the holder to beneficially own greater than 9.99% of the Company.

Item 1.
(a)
Name of Issuer
 
 
Blue Star Foods Corp.
(b)
Address of Issuer’s Principal Executive Offices
 
 
3000 NW 109th Avenue
Miami, Florida 33712

Item 2.
(a)
Name of Person Filing
 
 
This statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
 
•   Lind Global Fund II LP, a Delaware limited partnership;
•   Lind Global Partners II LLC, a Delaware limited liability company; and
•   Jeff Easton, an individual and a citizen of the United States of America.
 
Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
 
Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
The address of the principal business office for each of the Reporting Persons is:
 
444 Madison Ave, Floor 41
New York, NY 10022
 
(c)
Citizenship
 
 
See Row 4 of cover page for each Reporting Person.
 
(d)
Title of Class of Securities
 
 
Common Stock, $0.0001 par value per share
 
(e)
CUSIP Number
 
 
09606H200

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4.
Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount Beneficially Owned
 
 
 See Row 9 of cover page for each Reporting Person.
 
(b)
Percent of Class
 
 
See Row 11 of cover page for each Reporting Person.
 

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   

See Row 5 of cover page for each Reporting Person.
 
 
(ii)
shared power to vote or to direct the vote
   
 
See Row 6 of cover page for each Reporting Person.
 
 
(iii)
sole power to dispose or to direct the disposition of
   

See Row 7 of cover page for each Reporting Person.
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
See Row 8 of cover page for each Reporting Person.
 

Item 5.  Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following □.
Item 6.  Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8.
Identification and Classification of Members of the Group
Not applicable.
Item 9.
Notice of Dissolution of Group
Not Applicable.
Item 10.
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit
99.1            Joint Filing Agreement by and among the Reporting Persons

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 13, 2024


LIND GLOBAL FUND II LP
   
By:
 
Lind Global Partners II LLC
 
 
its General Partner
   
By:
  
/s/ Jeff Easton
Name:
 
Jeff Easton
Title:
 
Managing Member
 
LIND GLOBAL PARTNERS II LLC
   
By:
 
/s/ Jeff Easton
Name:
 
Jeff Easton
Title:
 
Managing Member
 
JEFF EASTON
 
By:
 
/s/ Jeff Easton

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Blue Star Foods Corp. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
February 13, 2024
LIND GLOBAL FUND II LP
   
By:
 
Lind Global Partners II LLC
 
 
its General Partner
   
By:
  
/s/ Jeff Easton
Name:
 
Jeff Easton
Title:
 
Managing Member
 
LIND GLOBAL PARTNERS II LLC
   
By:
 
/s/ Jeff Easton
Name:
 
Jeff Easton
Title:
 
Managing Member
 
JEFF EASTON
 
By:
 
/s/ Jeff Easton