Amendment: SEC Form SCHEDULE 13D/A filed by Pangaea Logistics Solutions Ltd.
$PANL
Marine Transportation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Pangaea Logistics Solutions Ltd. (Name of Issuer) |
Common Stock, par value $0.0001 per share (the "Common Shares") (Title of Class of Securities) |
G6891L105 (CUSIP Number) |
Edward S. Horton, Esq. One Battery Park Plaza, New York, NY, 100004 212-574-1265 Carl Claus Boggild 109 Long Wharf, Newport, RI, 02840 401-846-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | G6891L105 |
| 1 |
Name of reporting person
Carl Claus Boggild | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DENMARK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,342,193.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amount reported as beneficially owned by Mr. Boggild includes amounts held by Lagoa Investments, an entity beneficially held by Mr. Boggild.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share (the "Common Shares") | |
| (b) | Name of Issuer:
Pangaea Logistics Solutions Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
109 Long Wharf, C/o Carl Claus Boggild, Newport,
RHODE ISLAND
, 02840. | |
Item 1 Comment:
Copies to
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(212) 574-1265 | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following paragraph:
Since the date of the Original Schedule 13D, the Reporting Person acquired or received an aggregate of 888,332 additional Common Shares through a combination of equity awards granted by the Issuer and purchases made in a private placement. These shares were obtained as part of the Reporting Person's ongoing investment in the Issuer, reflecting both their participation in the Issuer's equity compensation plans and their strategic decision to increase their ownership through a private placement. The Reporting Person's acquisition aligns with standard investment objectives and demonstrates their continued support for the Issuer's growth and strategic initiatives.
The Reporting Person's ownership percentage of the Issuer's Common Shares has decreased due to the Issuer's issuance of additional shares. The additional shares were issued on December 30, 2024, as part of the consummation of the Merger, pursuant to which the Issuer acquired Renaissance Holdings LLC and its assets, including 15 handy-size bulk vessels, by issuing 18,059,342 shares to SSI.
The Reporting Person intends to review their investment in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations, and prospects; price levels of the Issuer's securities; general market, industry, and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of December 30, 2024, the Issuer had 64,961,433 Common Shares outstanding based on information provided by the Issuer in its Form 8-K report filed with the U.S. Securities and Exchange Commission on December 30, 2024. Based on the foregoing, as of the date of this filing: | |
| (b) | 8,342,193 | |
| (c) | The information relating to the beneficial ownership of the Shares by the Reporting Person set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. The Reporting Person has beneficial ownership of 8,342,193 shares of the Issuer's Common Stock, which represents 12.8% of the outstanding Common Stock, as of December 30, 2024 as disclosed in the Issuer's most recent 8-K filed with the SEC on December 30, 2024. The Reporting Person has no other material changes to the information previously reported or transactions within the prior 60 days to disclose. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Person that such person is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Act, or for any other purpose. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Item 4 of this Schedule 13D is incorporated in this Item 6 by reference. | ||
| 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.
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