M&A - Pangaea Logistics Solutions Ltd.

Form Type: S-3

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000091957425000336

Filing Summary: Pangaea Logistics Solutions Ltd. is filing this Registration Statement on Form S-3 to satisfy obligations under the Investor Rights Agreement with Strategic Shipping Inc. regarding the resale of 18,359,342 common shares, following a merger agreement with Renaissance Holdings LLC. On December 30, 2024, shareholder approval enabled the issuance of common shares exceeding 20% of outstanding stock. The merger, finalized in September 2024, resulted in Pangaea acquiring 15 vessels from Renaissance, increasing its logistics capabilities. The prospectus details the offering method, potential risks, and financial implications of the merger, with Pangaea not receiving proceeds from the share sale but covering related registration expenses. Various risk factors and regulatory considerations are also outlined in the document, emphasizing the operational risks and the future financial outlook post-merger.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000160690925000002

Filing Summary: On December 30, 2024, Pangaea Logistics Solutions Ltd. completed the previously announced acquisition of fifteen handy-size dry bulk vessels from Strategic Shipping Inc. The Company issued an aggregate of 18,059,342 shares of its common stock to SSI as part of this transaction. The Company disclosed additional details regarding the acquisition in its prior 8-K filings on September 23 and November 26, 2024. A press release was issued on January 6, 2025, announcing the completion of the transaction, and this information is not to be considered as filed with the SEC unless specifically referenced in future filings.

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Form Type: SCHEDULE 13D

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000091957425000118

Filing Summary: Pangaea Logistics Solutions Ltd. filed a Schedule 13D on January 6, 2025, detailing a significant transaction involving a merger. The filing indicates that on September 23, 2024, Pangaea entered into a merger agreement with Renaissance Holdings LLC and its subsidiary, Renaissance Merger Sub LLC, allowing for the acquisition of Renaissance by Pangaea through a merger. As part of the merger, the issuer (Pangaea) will acquire Renaissance's assets, including ownership of 15 handy-size bulk vessels. On December 30, 2024, the Pangaea shareholders approved the issuance of 18,059,342 shares as consideration for the merger, and the merger was completed on the same date. The filing also reveals that Pangaea's stakeholder Strategic Shipping Inc. is set to designate representatives to the issuer's board of directors and has pre-emptive rights for future equity issuances to maintain a minimum ownership stake. The document outlines the beneficial ownership of the shares by Strategic Shipping Inc., Strategic Investment LLC, and Pacific Star Private Trust Company Ltd., highlighting a collective ownership of approximately 28.3% of the common stock. Additionally, it confirms that there have been no other share transactions in the 60 days prior to the filing.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Acquisition

Type: New

Accession Number: 000091957424007335

Filing Summary: On December 30, 2024, Pangaea Logistics Solutions Ltd. completed an acquisition of fifteen handy-size dry bulk vessels from Strategic Shipping Inc. (SSI) following a special meeting of stockholders. The transaction involved the issuance of 18,059,342 shares of common stock to SSI, increasing the total outstanding shares to 64,961,433. The special meeting recorded a quorum with 34,841,375 shares represented. Two proposals were voted on: the first proposal for the approval of the Merger Shares received overwhelming support with 34,592,844 votes in favor, while the second proposal to adjourn the meeting to solicit more proxies or establish quorum was also passed with 33,278,564 votes for.

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Form Type: CORRESP

Filing Date: 2024-12-10

Corporate Action: Merger

Type: Update

Accession Number: 000091957424007077

Filing Summary: Pangaea Logistics Solutions Ltd. filed an amended response to comments from the SEC regarding their Amended Preliminary Proxy Statement on Schedule 14A dated December 3, 2024, related to their proposed merger. The response addresses the SEC's request for more information on the conflict waiver associated with the dual representation of Seward & Kissel in the transaction, detailing terms agreed upon by both parties. Additionally, the company has included a risk factor warning shareholders about potential risks from the dual representation. The company elaborated on the negotiations and terms related to the merger agreement, highlighting the principal aspects and offers exchanged during discussions leading up to the merger, including details on NAV determinations and important term sheets exchanged between parties. These changes have been incorporated into Amendment No. 3 to the Proxy Statement, filed contemporaneously with this response.

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Form Type: CORRESP

Filing Date: 2024-12-03

Corporate Action: Merger

Type: Update

Accession Number: 000091957424006990

Filing Summary: Pangaea Logistics Solutions Ltd. submitted a response letter to the U.S. Securities and Exchange Commission addressing comments from the Staff regarding an Amended Preliminary Proxy Statement filed on November 15, 2024. The letter includes a request for additional disclosures required by Item 14 of Schedule 14A concerning negotiations, transactions, or material contacts from the past two years. In response, the Company has updated its disclosure to include a section titled 'Background of the Merger' and a section on 'Certain Relationships and Related Party Transactions.' A revised preliminary proxy statement has also been filed via EDGAR reflecting these changes.

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Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Merger

Type: Update

Accession Number: 000091957424006826

Filing Summary: Pangaea Logistics Solutions Ltd. is responding to comments from the U.S. SEC regarding its Preliminary Proxy Statement on Schedule 14A, filed on October 18, 2024, for a proposed merger with Renaissance Holdings LLC, a subsidiary of Strategic Shipping Inc. The company plans to issue merger shares, approximately 29% of its outstanding shares post-merger. No shareholder vote is required under Bermuda law for the merger itself, but approval for issuing shares is sought in compliance with Nasdaq rules. The final number of shares will be determined closer to the merger's closing date. The SEC's comments prompted further disclosures in the proxy statement, which has been amended to address these points, including details related to financial disclosures and the non-requirement of historical financial statements due to the transaction's significance levels. Although the merger is treated as an asset acquisition under US GAAP, no commercial operations are being acquired from SSI, and the company insists prior financial data is not material for shareholders' voting decisions.

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