What changed in this filing

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Item 1. Business

2026-05-22 compared with 2025-06-23 · 71 added, 78 removed, 251 unchanged (37% of the section changed)

4 unchanged sentences

Go, First Choice, Good Stuff and Coastal Pride Fresh.

We are procure crabs from domestic fishermen, (which is sold fresh and frozen)

We procure crabs from domestic fishermen, (which is sold fresh and frozen)

which in turn are distributed along with crabmeat and steelhead salmon and rainbow trout fingerlings produced under the brand name Little

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of BC Aquafarms, Inc.

(“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming

operation, which sells its steelhead salmon to distributors in Canada;

Ventures Inc., (“AFVFL”), a commercial reseller of food products;

Keeler & Co, Inc., (“Keeler & Co.”) doing business as Blue Star Foods, which imports, packages and sells refrigerated

pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products.

2024, we have shifted away from Keeler & Co.

and focused more heavily on Coastal Pride, Blue Star Foods Corp., and TOBC.

We anticipate moving away completely

from Keeler & Co.

in the second quarter of 2025.

(“TOBC”), a land-based recirculating aquaculture systems (“RAS”) salmon farming operation,

which sells its steelhead salmon to distributors in Canada;

Blue Star Foods Corp.

which conducts the Company’s primary seafood importing, packaging and distribution operations, historically conducted in part through

John Keeler & Co., Inc.

During the year ended December 31, 2025, the Company dissolved Afritex Ventures Inc.

(“AFVFL”) and John

Keeler & Co., Inc.

(“Keeler & Co.”).

Prior to their dissolution, AFVFL operated as a commercial reseller of food products

and Keeler & Co.

conducted certain legacy seafood operations.

Following these dissolutions, the Company continues its operations through

its remaining subsidiaries, with a focus on Coastal Pride, BSFC, and TOBC.

long-term strategy is to create a vertically integrated seafood company that offers customers high quality products while maintaining

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we believe that the higher costs are offset by more efficient growth and a shorter transportation distance to market.

, doing business as Blue Star Foods, is an international seafood company that imports, packages and sells refrigerated pasteurized

crab meat sourced primarily from Southeast Asia and other premium seafood products.

purchases our crab product (Portunus Pelagicus and Portunus Haanii) 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 the use of collapsible traps and not gill nets.

crab meat is purchased directly from processors with whom we have long-standing relationships, that have agreed to source their product

in a sustainable manner.

All crab meat is sourced under the Company’s U.S Food & Drug Administration (“FDA”) approved

Hazard Analysis Critical Control Point (“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.

imported crab meat is processed in six out of the ten plants available throughout Southeast Asia.

Our suppliers are primarily via co-packing

relationships, including two affiliated suppliers.

We sell primarily to food service distributors.

We also sell our products to wholesalers,

retail establishments and seafood distributors.

have created a technology platform that tracks the product through its entire chain of custody and collects and transmits various data

to the Company in real-time, from the loading site to the packing plant, through the sorting and pasteurization process and the exporting

process to the end customer.

Our technology allows our customers access to their “Scan on Demand” QR code-enabled traceability

premium proprietary brands, Blue Star, Pacifika and Oceanica are differentiated in terms of quality and price point.

We believe that

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

intend to shift the business of Keeler & Co.

over to Costal Pride.

We anticipate no longer operating through Keeler & Co.

the second quarter of 2025.

Historically, Keeler & Co., doing business as Blue Star Foods, imported, packaged

and sold refrigerated pasteurized crab meat sourced primarily from Southeast Asia and other premium seafood products.

These operations

included sourcing crab (Portunus Pelagicus and Portunus Haanii) from processors in Indonesia, the Philippines, Thailand, Vietnam, Sri

Lanka and India, with an emphasis on traceability and sustainable harvesting practices supported by proprietary GPS-based tracking systems.

All crab meat was sourced under the Company’s U.S.

Food & Drug Administration

(“FDA”) approved Hazard Analysis Critical Control Point (“HACCP”) Plan, and suppliers were certified by the British

Retail Consortium (“BRC”) and audited annually to ensure safety and quality.

The imported crab meat was processed in six out

of ten available plants throughout Southeast Asia and sold primarily to food service distributors, as well as wholesalers, retail establishments

and seafood distributors.

During the year ended December 31, 2025, the Company dissolved John Keeler &

(“Keeler & Co.”).

Following its dissolution, these operations have been consolidated within the Company’s

remaining entities.

February 1, 2024, we entered into a ninety-day Master Services Agreement (the “Services Agreement”) with Afritex Ventures,

4 unchanged sentences

The Company automatically extended the Services Agreement to August 31, 2024 after which it expired.

In connection with the Services Agreement, on February

1, 2024, AFVFL, a wholly-owned subsidiary of the Company, was incorporated in the State of Florida for the purpose of purchasing raw materials

from Afritex, up to the date of the Services Agreement expiration, for the preparation of packaged seafood and other inventory to be sold

to various customers in the United States.

In connection with the Services Agreement, on February 1, 2024, Afritex Ventures Inc.

(“AFVFL”), a wholly

owned subsidiary of the Company, was incorporated in the State of Florida to purchase raw materials from Afritex for the preparation of

packaged seafood and other inventory to be sold to customers in the United States.

During the year ended December 31, 2025, the Company

dissolved AFVFL, and its activities were discontinued.

distribute our imported blue and red swimming crabmeat in the United States under the brand names Blue Star, Pacifika, Oceanica, Crab

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our existing businesses.

The three existing businesses each have different pathways to organic growth, including increasing

reliable access to sustainably sourced marine products and supplying to a larger and more diversified customer base.

Our primary objective is to optimize the management of each company, with

a specific focus on enhancing the performance and integration of the marketing, sourcing, and finance departments.

The three existing businesses each have different pathways to organic growth, including increasing reliable

access to sustainably sourced marine products and supplying to a larger and more diversified customer base.

Our primary objective is

to optimize the management of each company, with a specific focus on enhancing the performance and integration of the marketing, sourcing,

and finance departments.

Acquisitions.

1 unchanged sentence

our species product categories, and where operational synergies with our existing companies may exist.

We believe there is an opportunity to integrate a sustainability model

into select traditionally operated companies, like ours, enabling margin growth through the introduction of premium, eco-conscious products.

We believe there is an opportunity

to integrate a sustainability model into select traditionally operated companies, like ours, enabling margin growth through the introduction

of premium, eco-conscious products.

the RAS Business.

We have an internal goal to reach production of 21,000 metric tons of steelhead salmon by 2028.

successfully access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a

series of 1,500 metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia and other Canada,

similar to where TOBC is currently based.

If we can successfully

access the necessary funding through the equity capital markets and through certain debt facilities, we hope to build a series of 1,500

metric ton and 3,000 metric ton facilities throughout strategic locations in British Columbia and other Canada, similar to where TOBC

is currently based.

international seafood industry is going through a period of rapid change as it strives to meet the needs of a growing population around

21 unchanged sentences

Food and Agriculture Organization of the United Nations “The State of the World Fisheries and Aquaculture – (2022;

latest available updates through 2024).

purchase crab meat directly from six processors with which we have long-standing relationships, that have agreed to source their product

3 unchanged sentences

certified grade A by the BRC and are audited annually to ensure safety and quality.

Company had four major suppliers located in India, Brazil, Peru, and Indonesia which accounted for approximately 61.0% of the Company’s

Company had three major suppliers located in India, Philippines, and Indonesia which accounted for approximately 65.7% of the Company’s

total purchases during the year ended December 31, 2025.

The Company’s largest supplier is located in India and accounted for 19.8%

The Company’s largest supplier is located in Indonesia and accounted for

34.7% of the Company’s total purchases in the year ended December 31, 2025.

2 unchanged sentences

Our principal source of revenue is importing blue and red swimming

crab meat primarily from India, Brazil, Peru, and Indonesia and distributing it in the United States and Canada under several brand

names such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh

and TOBC steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Falls.

crab meat primarily from India, Brazil, Peru, and Indonesia and distributing it in the United States and Canada under several brand names

such as Blue Star, Oceanica, Pacifika, Crab & Go, Lubkin’s Coastal Pride, First Choice, Good Stuff, Coastal Pride Fresh and

TOBC steelhead salmon and rainbow trout fingerlings produced under the brand name Little Cedar Falls.

Company stores its crab meat inventory at a third-party facility in Miami, Florida and distribution takes place from this facility.

15 unchanged sentences

The balance of our revenue is derived from smaller seafood distributors and value-added

Company had five customers which accounted for approximately 48% of revenue during the year ended December 31, 2024.

Two customers

accounted for 31% of revenue during the year ended December 31, 2024.

The loss of any major customer could have a material adverse

impact on the Company’s results of operations, cash flows and financial position.

Company had six customers which accounted for approximately 49% of revenue during the year ended December 31, 2025.

Two customers accounted

for 24% of revenue during the year ended December 31, 2025.

The loss of any major customer could have a material adverse impact on the

Company’s results of operations, cash flows and financial position.

general, the international seafood industry is intensely competitive and highly fragmented.

1 unchanged sentence

and importers engaged in similar products.

Company’s primary competitors in its traditional sustainable seafood businesses are Tri Union Frozen Products, Inc.

Company’s primary competitors in its traditional sustainable seafood business are Tri Union Frozen Products, Inc.

the Sea Frozen Foods), Phillips Foods, Inc., Harbor Seafood, Inc., Newport International and Twin Tails Seafood Corp.

21 unchanged sentences

following is a list of our patents:

POUCH-PACKAGED CRABMEAT

PRODUCT AND METHOD

2015/0257426 A1

METHOD FOR PACKAGING CRABMEAT

POUCH-PACKAGED

CRABMEAT PRODUCT AND METHOD

FOR PACKAGING CRABMEAT

1-2005-000216

1 unchanged sentence

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

AMERICA’S FAVORITE

Lubkin’s Coastal Pride

Lubkin’s Good Stuff

Lubkin’s First Choice

FAVORITE CRABMEAT

Coastal Pride

Intellectual Property Office registered trademarks:

69 unchanged sentences

of our facilities.

of June 20, 2025, we had 11 full time employees and no part-time employees.

We believe that our future success will depend, in part, on

our continued ability to attract, hire and retain qualified personnel.

of May 22, 2026, we had 11 full time employees and no part-time employees.

We believe that our future success will depend, in part,

on our continued ability to attract, hire and retain qualified personnel.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business