SEC Form SC 13G filed by Blue Star Foods Corp.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Blue Star Foods Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
09606H200
(CUSIP Number)
January 5, 2024
(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) |
| ☒ | 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 disclosures provided in a prior cover page. |
The information required on 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).
| CUSIP No. 09606H200 | 13G |
| 1. |
NAMES OF REPORTING PERSONS UNION CAPITAL, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLEARTHINK CAPITAL PARTNERS, LLC EIN: 88-345-9534 |
| 2. |
Check The Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒ |
| 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 1,393,085* |
| 6. | Shared Voting Power 0 | |
| 7. | Sole
Dispositive Power 1,393,805* | |
| 8. | Shared
Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,393,085. |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ |
| 11. | Percent
of Class Represented By Amount in Row (9) 8.0% (based on the total of 17,391,633 outstanding shares of Common Stock) |
| 12. | Type of Reporting Person (see instructions) OO |
| * | The reporting person has the obligation to acquire up to 9.9% of the outstanding shares of Common Stock pursuant to an equity line of credit with an aggregate purchase of up to 16,680,032 shares of Common Stock). |
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| CUSIP No. 09606H200 | 13G |
Item 1.
| (a) | Name of Issuer Blue Star Foods Corp. | |
| (b) | Address of Issuer’s Principal Executive Offices 3000 NW 109th Avenue Miami, FL 33172 |
Item 2.
| (a) | Name of Person Filing Clearthink Capital Partners, LLC | |
| (b) |
10 Times Square, 5th Floor New York, New York 10018 | |
| (c) | Citizenship Delaware | |
| (d) | Title of Class of Securities N/A | |
| (e) | CUSIP Number N/A |
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:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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| CUSIP No. 09606H200 | 13G |
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 1,393,085* | ||
| (b) | Percent of class: 8.0% but can be required to purchase up to 9.99% | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote 1,393,085* | ||
| (ii) | Shared power to vote or to direct the vote | ||
| (iii) | Sole power to dispose or to direct the disposition of 1,393,085* | ||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| * | Consists of Common Stock that the reporting person has the obligation to acquire pursuant to an equity line of credit with an aggregate purchase of up to 16,680,032 shares of Common Stock). |
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. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. | ||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |
| 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. |
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| CUSIP No. 09606H200 | 13G |
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.
| 1/17/2024 | |
| Date | |
| /s/ Stephen Hart | |
| Signature | |
| Manager | |
| Name/Title |
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