SEC Form PRE 14A filed by Pangaea Logistics Solutions Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐      Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

PANGAEA LOGISTICS SOLUTIONS LTD.

109 Long Wharf

Newport, RI 02840

[●], 2024

To the Shareholders of Pangaea Logistics Solutions Ltd.:

You are invited to attend a special meeting of shareholders (the “Special Meeting”) of Pangaea Logistics Solutions Ltd. (the “Company”) scheduled for December 2, 2024, at 10:00 AM, Eastern Time. The Special Meeting will be held at the Company's Executive Office, 109 Long Wharf, Newport, RI 02840.

On September 23, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Shipping Inc. (“SSI”), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company has agreed to acquire Renaissance from SSI through the merger of Merger Sub with and into Renaissance, with Renaissance surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company will acquire ownership of, or assume bareboat charters-in with purchase options for, 15 handy-size bulk vessels currently owned or chartered-in by SSI indirectly through Renaissance and its wholly-owned subsidiaries (collectively, the “Acquisition Fleet”). By virtue of the Merger and without any action by the parties to the Merger Agreement, all of the limited liability company interests of Renaissance outstanding immediately prior to the effective time of the Merger will be converted into the right of SSI to receive (i) a number of shares of common stock, par value $0.0001 per share, of the Company (the “Merger Shares”) to be determined prior to the Merger based on a net asset value to net asset value exchange ratio as set forth in the Merger Agreement (the “Merger Consideration”) and (ii) any amount SSI is entitled to under Section 1.10 of the Merger Agreement as a result of certain adjustments to be made to the Merger Consideration at and following the closing of the Merger (the “Closing”).

In addition to the Merger Agreement, the Company will enter into (i) an Investor and Registration Rights Agreement with SSI, which will grant SSI certain registration, board representation and other rights at the Closing, and (ii) certain technical management agreements with the current technical manager of the Acquisition Fleet at the Closing, which will provide for the technical management of the Acquisition Fleet following the Closing.

While the exact number of Merger Shares will be determined prior to the Closing, based on relative valuations of Renaissance and the Company, and certain other adjustments described below, it is expected that the total number of Merger Shares will be approximately [●]% of the Company’s current issued and outstanding shares of common stock but in no event will be less than 25% or greater than 30% of the Company’s total issued and outstanding shares of common stock.

At the Special Meeting, you will be asked to consider and vote: (1) to approve the issuance of the Merger Shares in accordance with the shareholder approval requirements of Nasdaq Listing Rule 5635 (“Proposal 1”); (2) to adjourn or postpone the Special Meeting, if necessary or appropriate, for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Special Meeting to constitute a quorum or approve the issuance of the Merger Shares (“Proposal 2”); and (3) to conduct any other business that may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting. This information is solicited on behalf of our board of directors (the “Board of Directors”).

AFTER CAREFUL CONSIDERATION, BY THE UNANIMOUS VOTE OF ALL DIRECTORS, OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE ISSUANCE OF THE MERGER SHARES IN CONNECTION WITH THE PROPOSED MERGER AND FOR THE PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES, AND TO CONDUCT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

The Company’s obligation to consummate the Merger is subject to closing conditions that include the approval of the issuance of the Merger Shares pursuant to Nasdaq Listing Rule 5635, which requires that a company obtain shareholder approval prior to the issuance of securities, other than in a public offering for cash, in connection with the acquisition of the stock or assets of another company when the number of shares of common stock to be issued will be equal to or in excess of 20% of the company’s issued and outstanding common stock prior to the issuance. The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter (provided that a quorum is present in person or by proxy at the Special Meeting) is required for the approval of Proposal 1. The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on the matter is required for the approval of Proposal 2; if less than a quorum is present in person or by proxy at the Special Meeting, then the affirmative vote of the holders of shares having a majority of the voting power of all shares represented at the Special Meeting may adjourn the Special Meeting.

The enclosed proxy statement provides you with detailed information about us, the Merger and the issuance of the Merger Shares in connection with the proposed Merger. You may obtain additional information about us from documents that we have filed with the U.S. Securities and Exchange Commission as described under “Voting; Additional Information” on page [●] of the enclosed proxy statement. We strongly encourage you to carefully read the enclosed proxy statement and its exhibits, in their entirety.

It is very important that your vote be represented at the Special Meeting regardless of the number of shares you own. Even if you plan to attend the Special Meeting, we urge you to submit your vote promptly. You may vote your shares by marking, signing and dating the enclosed proxy card and returning it in the envelope provided, as described in further detail herein. Voting by proxy card will not prevent you from voting in person, but will ensure that your vote is counted if, for whatever reason, you are unable to attend the Special Meeting.

I enthusiastically support this transaction and join the other members of our Board of Directors in recommending that you vote “FOR” Proposal 1 to issue the Merger Shares and “FOR” Proposal 2 to adjourn or postpone the Special Meeting, if necessary.

PANGAEA LOGISTICS SOLUTIONS LTD.

109 Long Wharf

Newport, RI 02840

NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF PANGAEA LOGISTICS SOLUTIONS LTD:

NOTICE IS HEREBY GIVEN that a special meeting of shareholders (the “Special Meeting”) of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Company”), will be held on December 2, 2024, at 10:00 AM, Eastern Time. The Special Meeting will be held at the Company's Executive Office, 109 Long Wharf, Newport, RI 02840.

On September 23, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Shipping Inc. (“SSI”), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company has agreed to acquire Renaissance from SSI through the merger of Merger Sub with and into Renaissance, with Renaissance surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company will acquire ownership of, or assume bareboat charters-in with purchase options for, 15 handy-size bulk vessels currently owned or chartered-in by SSI indirectly through Renaissance and its wholly-owned subsidiaries (collectively, the “Acquisition Fleet”). By virtue of the Merger and without any action by the parties to the Merger Agreement, all of the limited liability company interests of Renaissance outstanding immediately prior to the effective time of the Merger will be converted into the right of SSI to receive (i) a number of shares of common stock, par value $0.0001 per share, of the Company (the “Merger Shares”) to be determined prior to the Merger based on a net asset value to net asset value exchange ratio as set forth in the Merger Agreement (the “Merger Consideration”) and (ii) any amount SSI is entitled to under Section 1.10 of the Merger Agreement as a result of certain adjustments to be made to the Merger Consideration at and following the closing of the Merger (the “Closing”).

While the exact number of Merger Shares will be determined prior to the Closing, based on relative valuations of Renaissance and the Company, and certain other adjustments described below, it is expected that the total number of Merger Shares will be approximately [●]% of the Company’s current issued and outstanding shares of common stock but in no event will be less than 25% or greater than 30% of the Company’s total issued and outstanding shares of common stock.

At the Special Meeting we will:

Our Board of Directors is not aware of any other business to come before the Special Meeting.

Only shareholders of record, or their legal proxy holders, at the close of business on [●], 2024 are entitled to receive notice of, and to vote at, the Special Meeting.

Your vote is extremely important. I hope you will be able to attend the Special Meeting. Details regarding how to attend the Special Meeting and the business to be conducted at the Special Meeting are more fully described in the accompanying Proxy Statement. We consider the votes of all of our shareholders to be important. Whether or not you plan to attend the Special Meeting, please vote your shares as promptly as possible by completing, signing, dating and returning the proxy card in the postage-paid envelope provided. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a legal proxy issued in your name from that record holder.

Newport, Rhode Island

[●], 2024

TABLE OF CONTENTS

PANGAEA LOGISTICS SOLUTIONS LTD.

109 Long Wharf

Newport, RI 02840

PROXY STATEMENT FOR THE
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 2, 2024

This proxy statement and the accompanying proxy are furnished to shareholders of Pangaea Logistics Solutions Ltd. (the “Company”) in connection with the solicitation of proxies by the Company’s board of directors (the “Board of Directors”) for use at the special meeting of shareholders (the “Special Meeting”) scheduled for December 2, 2024, at 10:00 AM, Eastern Time. The Special Meeting will be held at the Company's Executive Office, 109 Long Wharf, Newport, RI 02840, for the purposes set forth in the accompanying Notice of Special Meeting. This proxy statement, including the form of proxy included herewith, are first being mailed to shareholders on or about [●], 2024. We are soliciting proxies pursuant to this proxy statement for use at the Special Meeting.

Shareholders of record at the close of business on [●], 2024 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting. On the Record Date, there were issued and outstanding [●] shares of common stock, par value $0.0001 per share. The presence, in person or by proxy, of at least two shareholders representing the holders of at least thirty-three percent (33%) of the issued and outstanding shares entitled to vote at the Special Meeting is necessary to constitute a quorum. In deciding all questions, each holder of common stock shall be entitled to one vote, in person or by proxy, for each share held on the Record Date.

If you are a shareholder of record and attend the Special Meeting, you may deliver your completed proxy card in person. However, if you hold your shares in “street name” (not registered in your name): (i) you must return your voting instructions to your broker or nominee so that the holder of record can be instructed how to vote those shares; or (ii) if you wish to attend the Special Meeting and vote in person, you must obtain and bring to the Special Meeting a proxy signed by the record holder giving you the right to vote the shares on their behalf. (You may not use the voting instruction form provided by your broker or nominee to vote in person at the Special Meeting.)

On September 23, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Strategic Shipping Inc. (“SSI”), Renaissance Holdings LLC, a wholly-owned subsidiary of SSI (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company has agreed to acquire Renaissance from SSI through the merger of Merger Sub with and into Renaissance, with Renaissance surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company will acquire ownership of, or assume bareboat charters-in with purchase options for, 15 handy-size bulk vessels currently owned or chartered-in by SSI indirectly through Renaissance and its wholly-owned subsidiaries (collectively, the “Acquisition Fleet”). By virtue of the Merger and without any action by the parties to the Merger Agreement, all of the limited liability company interests of Renaissance outstanding immediately prior to the effective time of the Merger will be converted into the right of SSI to receive (i) a number of shares of common stock, par value $0.0001 per share, of the Company (the “Merger Shares”) to be determined prior to the Merger based on a net asset value to net asset value exchange ratio as set forth in the Merger Agreement (the “Merger Consideration”) and (ii) any amount SSI is entitled to under Section 1.10 of the Merger Agreement as a result of certain adjustments to be made to the Merger Consideration at and following the closing of the Merger (the “Closing”).

While the exact number of Merger Shares will be determined prior to the Closing of the Merger, based on relative valuations of Renaissance and the Company, and certain other adjustments described below, it is expected that the total number of Merger Shares will be approximately [●]% of the Company’s current issued and outstanding shares of common stock but in no event will be less than 25% or greater than 30% of the Company’s total issued and outstanding shares of common stock.

At the Special Meeting we will:

Votes cast by proxy or in person at the Special Meeting will be tabulated by the election inspector appointed for the Special Meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions as shares that are present (for purposes of determining quorum) and entitled to vote but as not voted for purposes of determining the approval of any matter submitted to the shareholders for a vote. Abstentions will have the same effect as negative votes for Proposal 1 and Proposal 2. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter or chooses not to exercise its authority (“Broker Non-Votes”), those shares will be counted for the purpose of determining whether a quorum is present. Under Nasdaq rules, Proposal 1 and Proposal 2 are non-routine matters and therefore a broker may not be entitled to vote shares held in street name on the proposals absent instructions from the beneficial holder of such shares. Consequently, if your shares are held in street name and you do not submit any voting instructions to your bank, broker or other nominee, your shares will not be voted on the proposals and will be considered a Broker Non-Vote.

All properly completed written proxies and all properly completed proxies that are delivered pursuant to this solicitation will be voted in accordance with the directions given in the proxy unless the proxy is revoked before completion of voting at the Special Meeting. If no direction is indicated, such proxies will be voted FOR Proposal 1 and FOR Proposal 2. Each shareholder may revoke a previously submitted proxy at any time before it is exercised by using the procedures specified in the proxy card or by submitting written notice of revocation or a duly executed proxy bearing a later date to us. Attendance at the Special Meeting will not, in itself, constitute revocation of a proxy but a shareholder in attendance may request a ballot and vote in accordance with the instructions provided herein, which revokes a prior submitted proxy. Where a proxy is properly signed and returned without indicating any voting instructions regarding a proposal, the shares represented by the proxy will be voted FOR Proposal 1 and FOR Proposal 2.

All expenses incurred in the solicitation of proxies will be borne by the Company. In addition to the use of the mail, proxies may be solicited on behalf of the Company by directors, officers and employees of the Company in writing, by telephone, e-mail or other means of communication. Directors, officers, and other employees will not be paid any additional compensation for soliciting proxies. The Company will reimburse banks, brokers, nominees and other record holders of common stock for their reasonable expenses in sending proxy material to the beneficial owners of such common stock and obtaining their proxies.

The Board of Directors knows of no other matters to be presented for consideration at the Special Meeting. If any other proper matters should be presented at the Special Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

Your vote is extremely important. All shareholders of the Company are cordially invited to attend the Special Meeting. Whether or not you plan to attend, you are urged to make, date, sign and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope provided. Voting in advance of the Special Meeting will help ensure that your shares are represented and that a quorum is present at the Special Meeting. If you submit your proxy and then decide to attend the Special Meeting and wish to vote your shares at the Special Meeting, you may still do so. Your proxy is revocable in accordance with the procedures identified in the accompanying proxy statement. Only shareholders of record at the close of business on the Record Date are entitled to notice of, to attend and to vote at, the Special Meeting. This proxy statement and the enclosed proxy card are first being distributed to shareholders on or about [●], 2024.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on December 2, 2024.

The Proxy Statement is available at [●].

As of the date of this proxy statement, the Board of Directors knows of no other business, which will be presented for consideration at the Special Meeting. If any other proper matters are presented at the Special Meeting, however, it is the intention of the proxy holders named in the enclosed form of proxy to take such actions, including to vote any shares, in their discretion.

GENERAL INFORMATION

The Board of Directors of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Company”), is providing these proxy materials to you in connection with the solicitation of proxies for use at our special meeting of shareholders (the “Special Meeting”) to be held at the Company's Executive Office, 109 Long Wharf, Newport, RI 02840 on December 2, 2024 at 10:00 AM Eastern Time, or at any adjournment or postponement thereof, for the purposes stated herein. This proxy statement summarizes the information that you will need to know to vote in an informed manner.

QUESTIONS AND ANSWERS

The following questions and answers briefly address some questions you may have regarding the Special Meeting, the proposed issuance of the Merger Shares and the proposal to adjourn or postpone the Special Meeting, if necessary or appropriate. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the definitions of the “Merger Consideration,” “Merger Shares” as well as other more detailed information contained elsewhere in this proxy statement, including the exhibits and the documents we refer to in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING OF SHAREHOLDERS

Note: The Merger Agreement provides that one of the conditions to the Company’s obligation to consummate the Merger is that the Company’s shareholders approve the issuance of the Merger Shares pursuant to Nasdaq Listing Rule 5635, which requires that a company obtain shareholder approval prior to the issuance of securities, other than in a public offering for cash, in connection with the acquisition of the stock or assets of another company when the number of shares of common stock to be issued will be equal to or in excess of 20% of the company’s issued and outstanding common stock prior to the issuance.

If you do not submit a proxy or voting instructions or do not vote in person at the Special Meeting, your shares will not be counted in determining the outcome of any of the proposals at the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE ISSUANCE OF THE MERGER SHARES

AND RELATED TRANSACTION

QUESTIONS AND ANSWERS ABOUT

THE PROPOSAL TO ADJOURN OR POSTPONE THE SPECIAL MEETING

IF NECESSARY OR APPROPRIATE

THE MERGER AND RELATED TRANSACTIONS

The Merger and Merger Agreement

Overview

On September 23, 2024, the Company entered into the Merger Agreement with SSI, Renaissance, and Merger Sub, pursuant to which the Company has agreed to acquire Renaissance from SSI through the merger of Merger Sub with and into Renaissance, with Renaissance surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company will acquire ownership of, or assume bareboat charters-in with purchase options for, the Acquisition Fleet. By virtue of the Merger and without any action by the parties to the Merger Agreement, all of the limited liability company interests of Renaissance outstanding immediately prior to the effective time of the Merger will be converted into the right of SSI to receive (i) a number of shares of Merger Shares to be determined prior to the Merger based on a net asset value to net asset value exchange ratio as set forth in the Merger Agreement and described below, the Merger Consideration, and (ii) any amount SSI is entitled to under Section 1.10 of the Merger Agreement as a result of certain adjustments to be made to the Merger Consideration at and following the Closing.  The adjustments to the Merger Consideration are described below in “Consideration.”

Parties to the Merger Agreement

The Company and Renaissance Merger Sub

The Company provides seaborne drybulk logistics and transportation services as well as terminal and stevedoring services. The Company utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite, and limestone. The Company provides ocean transportation services to clients utilizing an ocean-going fleet of motor vessels ("m/v") in the Handymax, Supramax, Ultramax and Panamax and Post-Panamax segments. As of September 30, 2024, the Company owned and operated 26 vessels which were wholly-owned or partially-owned through joint ventures. The Company also operates a flexible number of vessels, usually between 20 and 40 ships, it charters-in from other owners.  The Company formed Merger Sub on September 19, 2024, as a Marshall Islands limited liability company, solely for the purpose of providing the vehicle by which Renaissance will become the Company’s subsidiary in the Merger. Merger Sub conducts no business and has no assets. It will be merged into Renaissance in connection with the Merger, and the separate existence of Merger Sub will cease and Renaissance will continue as the surviving entity following the Merger.

Strategic Shipping Inc. and Renaissance Holdings LLC

SSI is a drybulk vessel owner and operator with a portfolio of 15 handy-size vessels (the “Acquisition Fleet”) owned or chartered-in through its wholly-owned subsidiary Renaissance and its subsidiaries. In addition to acquiring or assuming the charter-in the Acquisition Fleet, the Company is also expecting to offer employment to each employee of SSI or its affiliates designated by SSI to the Company in writing prior to Closing (each, a “Proposed Employee”) on employment terms that are no less favorable to those in effect with respect to such individuals on the date of the Merger Agreement, including with respect to base salary compensation and benefit levels (excluding equity-based compensation), with such offer of employment to be effective as of the date of the Closing. Each such Proposed Employee who accepts such offer of employment from the Company or any of its affiliates is referred to as a “Continuing Employee”.

Vessel Acquisition

In connection with the Merger and in exchange for SSI receiving Merger Shares, the Company will acquire ownership of, or assume bareboat charters-in with purchase options for, the Acquisition Fleet and certain other assets and liabilities described below. The Company considers the integration of its fleet and the Acquisition Fleet and related operations as a key aspect of its long-term business plans.

The transaction shall include the following SSI dry bulk assets and liabilities:

	•		the representations and warranties of SSI and Renaissance (i) contained in clause (x) of Section 2.10 of the Merger Agreement shall be true and correct in all respects as of the date of the Merger Agreement and as of the date of the Closing with the same force and effect as if made on the date of the Closing, (ii) set forth in Article II of the Merger Agreement that are Fundamental Representations shall be true and correct in all material respects as of the date of the Merger Agreement and as of the date of the closing of the Merger Agreement, with the same force and effect as if made on the date of the closing of the Merger Agreement (or, if given as of a specific date, as of such date) other than the representations and warranties contained in Section 2.3(a), Section 2.3(b), and Section 2.21 of the Merger Agreement which shall be true and correct (except for de minimis exceptions) as of the date of the Merger Agreement and as of the date of the closing of the Merger Agreement, with the same force and effect as if made on the Closing Date (or, if given as of a specific date, as of such date), and (iii) set forth in Article II of the Merger Agreement that are not described in clause (i) or clause (ii) above shall be true and correct in all respects (ignoring all materiality and Material Adverse Effect qualifications therein) as of the date of the Merger Agreement and as of the date of the closing of the Merger Agreement, with the same force and effect as if made on the date of the closing of the Merger Agreement (or, if given as of a specific date, as of such date), except for any inaccuracies in the representations and warranties described in this clause (iii) (ignoring all materiality and Material Adverse Effect qualifications therein) which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Renaissance and any of its subsidiaries, taken as a whole;
	•		the representations and warranties of SSI (i) set forth in Article III of the Merger Agreement that are Fundamental Representations (as such term is defined in the Merger Agreement) shall be true and correct in all respects as of the date of the Merger Agreement  and as of the Closing with the same force and effect as if made on the Closing (or, if given as of a specific date, as of such date) and (ii) set forth in Article III of the Merger that are not Fundamental Representations shall be true and correct in all respects as of the date of the Merger Agreement and as of the closing date of the Merger Agreement, with the same force and effect as if made on the closing date of the Merger Agreement(or, if given as of a specific date, as of such date), except for any inaccuracies in the representations and warranties described in this clause (ii) which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of SSI to consummate the transactions contemplated in the Merger Agreement;
	•		Renaissance and SSI shall have performed and complied in all material respects with all agreements and covenants to be performed by or complied with by Renaissance and SSI under the Merger Agreement on or prior to the consummation of the Merger;
	•		from the date on or after the date of the Merger Agreement, no event causing any Material Adverse Effect (as such term is defined in the Merger Agreement) shall have occurred to Renaissance and SSI;
	•		the Merger Consideration shall not represent more than 30% of the issued and outstanding shares of common stock of the Company immediately following the Closing;
	•		the Reorganization (as such term is defined in the Merger Agreement) shall have been completed as described in the Merger Agreement; and
	•		the Company shall have received a certificate signed on behalf of SSI by an authorized officer of SSI that no Acquisition Fleet vessel has been grounded or been involved in an underwater collision since the date of such Acquisition Fleet vessel’s last drydocking has occurred (“SSI Vessel Incident”), or providing the details of any such SSI Vessel Incident.

•

Christina Tan has been the Chief Executive Officer of M.T. Maritime Management (USA) LLC since the beginning of 2020. Ms. Tan has been an officer with the M.T. Maritime Management Group (“MTM Group”) for over 30 years, performing in a variety of capacities, including finance and chartering. Ms. Tan has been a director of Dorian LPG Ltd. (NYSE: LPG) since May 1, 2015, and is currently a member of the Audit and Nominating and Corporate Governance Committees and was also a board member of Northern Shipping Funds from 2008 to 2015, at which point she remained as a member of the Limited Partnership Advisory Committee (LPAC) until 2023. For eight years prior to joining MTM Group, Ms. Tan was Vice President of Finance & Trading for Socoil Corporation, a major Malaysian palm oil refiner and trading company. Ms. Tan earned a BA in Economics and Mathematics from Western State College of Colorado.

•

Gary Vogel has over 36 years of experience in the international shipping industry. He currently serves as a Director of SFL Corp, (NYSE: SFL), a position he has held since 2016. From 2015 to 2024 he served as Chief Executive Officer and a Director of Eagle Bulk Shipping Inc. (NYSE: EGLE), a U.S. listed owner and operator of geared dry bulk vessels. From 2000 to 2015, Mr. Vogel held various positions in Clipper Group Ltd., lastly as Chief Executive Officer. Mr. Vogel graduated from the U.S. Merchant Marine Academy in 1988 with a Bachelor of Science degree in Marine Transportation as well as a U.S. Coast Guard Unlimited Tonnage 3rd Officers License. Subsequently, he served as an officer in the U.S. Naval Reserve.

Opinion of DNB Markets, Inc.

Material U.S. Federal Income Tax Consequences to Shareholders

We do not believe the consummation of the Merger or the issuance of the Merger Shares will have any material tax consequences to the holders of our existing shares of common stock.

VOTING

Record Date, Outstanding Shares and Quorum Requirements

You are entitled to vote at the Special Meeting if you owned shares of our common stock at the close of business on [●], 2024, the Record Date for the determination of shareholders entitled to vote at the Special Meeting. The presence at the Special Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding at the close of business on the Record Date for the determination of shareholders entitled to vote at the Special Meeting will constitute a quorum. On the Record Date, there were [●] shares of our common stock issued and outstanding.

Vote Required

Each share of our common stock issued and outstanding on the Record Date for the determination of shareholders entitled to vote at the Special Meeting will be entitled to one vote, in person or by proxy, on each matter submitted for the vote of shareholders. The approvals of the issuance of the Merger Shares and the adjournment of the Special Meeting require the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Special Meeting.

Basis of Shareholder Approval Requirements

Our common stock is listed on the Nasdaq Capital Market, and we are subject to the Nasdaq listing standards set forth in its Listing Rules. While we are not required to obtain shareholder approval under Bermuda law in connection with the Merger, we are required under Listing Rule 5636(a)(1), Listing Rule 5635(b) and Listing Rule 5635(d) to seek shareholder approval of our proposed issuance of the Merger Shares in connection with the consummation of the Merger.

Listing Rule 5635(a)(1) requires shareholder approval prior to the issuance of securities “in connection with” the acquisition of the stock or assets of another company, where due to the present or potential issuance of common stock (or securities convertible into or exercisable for common stock), other than a public offering for cash, the common stock to be issued (i) or (ii) is or will be in excess of 20% of the issued and outstanding common stock prior to the issuance. In addition, Listing Rule 5635(b) requires shareholder approval prior to the issuance of securities when such issuance or potential issuance will result in a change of control of a company. Nasdaq may deem a change of control to occur when, as a result of an issuance, an investor or a group would own, or have the right to acquire, 20% or more of the issued and outstanding shares of common stock or voting power and such ownership or voting power would be the largest ownership position of the issuer. In addition, under Nasdaq Listing Rule 5635(d), prior shareholder approval is required for the issuance, other than in a public offering for cash, of securities convertible into common stock at a price less than the greater of book or market value of the common stock if the securities are convertible into 20% or more of a company’s common stock.

Because the Merger Shares will be issued in exchange for all of the equity interests of Renaissance, the deemed issuance price of the Merger Shares may be less than the greater of the book or market value of our common stock immediately before the consummation of the Merger, however it currently expected that the deemed issuance price of the Merger Shares will be greater than both the book and market value of the Company’s common stock at the time of issuance. If Proposal 1 is approved and the Merger is consummated, the issuance of the Merger Shares will exceed 20% of our common stock currently issued and outstanding and will constitute greater than 20% of the outstanding voting power immediately prior to the Merger, although the exact number of shares will be determined after the date of this Proxy Statement.  It is expected that the total number of Merger Shares will be approximately [●]% of the Company’s current issued and outstanding shares of common stock but in no event will be less than 25% or greater than 30% of the Company’s total issued and outstanding shares of common stock. Because number of Merger Shares is expected to exceed 20% of our common stock issued and outstanding immediately prior to the Merger and will constitute greater than 20% of the outstanding voting power immediately prior to the Merger and will not be issued in a public offering, to comply with Nasdaq listing requirements we are required to obtain shareholder approval of the issuance of the Merger Shares in connection with the consummation of the Merger.

Therefore, we are requesting shareholder approval for the issuance of the Merger Shares under all applicable Nasdaq Listing Rules.

Voting of Proxies

Any shareholder entitled to vote at the Special Meeting whose shares are registered in his, her or its name may submit a proxy by returning the enclosed proxy card by mail pursuant to the instructions provided on the enclosed proxy card, or may attend the Special Meeting and vote in person by appearing at the Special Meeting.

If you hold your shares in “street name” (not registered in your name): (i) you must return your voting instructions to your broker or nominee so that the holder of record can be instructed how to vote those shares; or (ii) if you wish to attend the Special Meeting and vote in person, you must obtain and bring to the Special Meeting a proxy signed by the record holder giving you the right to vote the shares on its behalf. (You may not use the voting instruction form provided by your broker or nominee to vote in person at the Special Meeting.)

Quorum; Broker Non-Votes

The proxy card indicates the number of shares of our common stock that you own. We will have a quorum to conduct the business of the Special Meeting if holders of a majority of the shares of our common stock are present, in person or by proxy. Votes cast by proxy or in person at the Special Meeting will be tabulated by the election inspector appointed for the Special Meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions as shares that are present (for purposes of determining quorum) and entitled to vote, but as not voted for purposes of determining the approval of any matter submitted to the shareholders for a vote.

Abstentions will have the same effect as negative votes on the proposal to issue the Merger Shares and (iii) the proposal to adjourn the Special Meeting if necessary or appropriate, for the solicitation of additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or approve the issuance of the Merger Shares. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, or chooses not to exercise its authority (“Broker Non-Votes”), those shares will be considered as present for purposes of determining quorum. Under Nasdaq rules, Proposal 1 and Proposal 2 are non-routine matters and therefore a broker may not be entitled to vote shares held in street name on the proposals absent instructions from the beneficial holder of such shares. Consequently, if your shares are held in street name and you do not submit any voting instructions to your bank, broker or other nominee, your shares will not be voted on the proposals and will be considered a Broker Non-Vote.

Revocability of Proxies

As a shareholder of record, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, delivering a written notice of revocation to Pangaea's Secretary, or voting in person at the Special Meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the Special Meeting.

Additional Information

You can find more information about the Company in the periodic reports and other information we file with the Securities and Exchange Commission (the “SEC”). The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov.

RISK FACTORS

In addition to the other information included or incorporated by reference in this proxy statement, you should carefully consider the following risks before deciding how to vote on the proposals presented at the Special Meeting. The Risk Factors present the material risks presently known to us that are directly related to the issuance of the Merger Shares and the Merger and the integration of the two companies. The risks also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements.

Additional risk factors generally relating to the Company can be found on pages 34 through 57 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The Merger may not be consummated unless and until various closing conditions are satisfied.

The obligations of the Company and SSI to consummate the Merger is subject to the satisfaction or waiver of a number of closing conditions, including without limitation, the approval of the issuance of the Merger Shares by the shareholders of the Company in compliance with Nasdaq Listing Rule 5635 (see “The Merger and Related Transactions; The Merger and Merger Agreement; Conditions to the Merger.”) It is not known how long it may take to satisfy all of the closing conditions, which means the Merger may be delayed. Further, if all of the closing conditions are not satisfied or waived, one or more of the parties may terminate the Merger Agreement.

Our stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with or following the Merger.

  

If the combined organization is unable to realize the strategic and financial benefits currently anticipated from the Merger, our stockholders will have experienced substantial dilution of their ownership interests in our company without receiving the expected commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined organization is able to realize only part of the expected strategic and financial benefits currently anticipated from the Merger.

The market price of our common stock may decline as a result of the Merger or the issuance of the Merger Shares.

We are unable to predict the potential effects of the issuance of the Merger Shares on the trading activity and market price of our common stock. We have granted certain registration rights to the shareholders of SSI for the resale of the shares of our common stock issued in connection with the Merger. These registration rights would facilitate the resale of such securities into the public market. Sales of a significant number of shares of our common stock in the public market, especially over a short period of time, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

Additionally, the market price of our common stock may decline as a result of the Merger for a number of reasons, including if:

 

 

During the pendency of the Merger, we may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect our business.

  

Covenants in the Merger Agreement impede the ability of us to enter into material transactions that are not in the ordinary course of business pending completion of the Merger, such as any merger, consolidation, share exchange, business combination or other similar transaction. As a result, if the Merger is not completed, we may be at a disadvantage to our competitors during such period. In addition, while the Merger Agreement is in effect, we are generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets, or other business combination outside the ordinary course of business with any third party. Any such transactions that are impeded or prohibited pursuant to these covenants could be favorable to our stockholders if consummated.

The Company may not be able to achieve the expected results of the proposed combination of the Company and SSI, including anticipated revenue and expenses, or we may not be able to effectively or timely integrate SSI’s business.

The Company may not be able to achieve the expected results of the acquisition of SSI’s vessels, including anticipated revenue and expenses. Revenues may be delayed. The Company may not be able to integrate SSI’s business or achieve expected cost synergies without increases in costs or other difficulties. Any unexpected costs or delays incurred in connection with the integration of SSI’s vessels could have a material adverse effect on the Company’s business, results of operations, financial condition, as well as the market price of its common stock.

The overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, and diversion of management’s attention. In addition, even if the operations of the Company’s business and SSI’s business are integrated successfully, the Company may not realize the full benefits of the Merger, including sales, growth or cost savings opportunities that it currently expects. These benefits may not be achieved within the anticipated time frame, or at all.

The Merger will cause the combined organization to incur significant transaction costs.

 

The combined organization will incur significant transaction costs as a result of the Merger, including investment banking, legal and accounting fees. In addition, the combined organization will incur significant operating expenses which cannot be accurately estimated at this time. Actual transaction costs may substantially exceed estimates and may have an adverse effect on the combined company’s financial condition and operating results.

If the Merger is consummated, it is anticipated that SSI will own a large percentage of the Company’s issued and outstanding common shares and as a major shareholder may have interests that are different from the interests of our other shareholders. Any sales by SSI of a large portion of its common shares may adversely affect the market price and volatility of our common shares.

If the Merger is consummated, it is expected that SSI will own approximately [●]% of the Company’s issued and outstanding common shares. In addition, SSI will have certain board designation and preemptive rights under the Investor and Registration Rights Agreement. Therefore, SSI’s interests as a major shareholder may differ from the interests of other shareholders. For more information, see “The Merger and Related Transactions—Investor and Registration Rights Agreement.”

For so long as SSI beneficially owns a significant percentage of our issued and outstanding common shares, it may able to exercise influence over us and may be able to influence the outcome of shareholder votes on other matters, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination and could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. In addition, any sales of substantial amounts of our common shares by SSI or the perception that such sales could occur, may adversely affect the market price and volatility of our common shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and its exhibits and the documents to which we refer you in this proxy statement contain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties, and assumptions that are difficult to predict. These forward-looking statements include information concerning the Company’s plans, objectives, goals, strategies, future events, future revenues, performance, capital expenditures, financing needs and other information that is not historical information. When used in this proxy statement and the documents to which we refer you in this proxy statement, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “may,” “should,” “seeks,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, the Company’s examination of historical operating trends, are based upon the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and assumptions, but there can be no assurance that the Company will realize its expectations or that the Company’s assumptions will prove correct.

In addition to other factors and matters contained or incorporated in this proxy statement, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

Many of the factors that will determine our future results are beyond our ability to control or predict. We cannot guarantee any future results, levels of activity, performance, or achievements. In light of the significant uncertainties inherent in the forward-looking statements, readers should not place undue reliance on forward-looking statements, which speak only as of the date on which the statements were made, and it should not be assumed that the statements remain accurate as of any future date.

You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent forward-looking statements that may be issued by us or persons acting on our behalf.

PROPOSAL 1

TO APPROVE THE ISSUANCE OF THE MERGER SHARES

Background

On September 23, 2024, the Company entered into the Merger Agreement with SSI, Renaissance and Merger Sub, whereby Merger Sub will merge with and into Renaissance, with Renaissance becoming a wholly-owned subsidiary of the Company. For more information with respect to the Merger Agreement and the Merger Shares, see the section entitled “The Merger and Related Transactions”.

Our Board of Directors unanimously approved our entry into the Merger Agreement on September 20, 2024. No shareholder vote was required for the entry into the Merger Agreement, and no shareholder vote is required for the consummation of the Merger pursuant to the Merger Agreement. We are therefore not seeking approval or ratification of the Merger at the Special Meeting.

Pursuant to the terms of the Merger Agreement, the Company and SSI will enter into an Investor Rights Agreement requiring the Company to file a registration statement with the SEC within five (5) days following the Closing, whereby the Company will register the Merger Shares and certain shares of common stock that SSI may acquire from time to time on a Shelf Registration Statement covering the resale of all Registrable Securities on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof.

We are asking the Company’s stockholders to approve the issuance of the Merger Shares as contemplated by Nasdaq Listing Rules. The approval by our shareholders of the issuance of the Merger Shares is a condition to the consummation of the Merger in order to comply with Nasdaq Listing Rules. See “Voting; Basis of Shareholder Approval Requirements.” In the event that the issuance of the Merger Shares is not approved at the Special Meeting, we will not be able to consummate the Merger, and the Merger Agreement will be terminated in accordance with its terms. Other closing conditions are also provided for in the Merger Agreement.

Reasons for the Merger and Issuance of Merger Shares

After investigation and due diligence, the Company’s Board of Directors determined that the acquisition of SSI’s fleet will achieve greater returns for the Company’s shareholders. While the issuance of Merger Shares to SSI shareholders will dilute the Company’s current shareholders, the deemed value of our shares to be issued to SSI in the Merger is expected to be above the current market value of such shares and our Board of Directors has determined that the Merger is in the best interests of the Company and existing shareholders. The Board of Directors’ conclusions are based primarily on the following factors:

While no acquisition is without downside, the Board of Directors believes that the potential upside is much greater than the downside (see “Risk Factors”). For the reasons set forth in this proxy statement, the Board of Directors recommends that you approve the issuance of the Merger Shares to SSI.

Effect of Failure to Obtain Stockholder Approval

The Board of Directors is not seeking approval of our stockholders to authorize the entry into the Merger Agreement as such transaction has already been consummated. We are asking for approval to issue the Merger Shares. The failure of our stockholders to approve this Proposal 1 will mean that: (i) we will be unable to issue the Merger Shares, and (ii) we may incur substantial additional costs and expenses. If our shareholders do not approve Proposal 1, even if all other closing conditions are satisfied, we will not be able to consummate the Merger with Renaissance on the terms set forth in the Merger Agreement, and either the Company or SSI will have the right to terminate the Merger Agreement.

Effect of Stockholder Approval

If the stockholders approve this Proposal 1, [●] Merger Shares will be issued. If our shareholders do approve Proposal 1, subject to satisfaction of the other closing conditions, we will be able to consummate the Merger with Renaissance on the terms set forth in the Merger Agreement, Renaissance will become a wholly-owned subsidiary of the Company and SSI will be entitled to receive the Merger Shares. The issuance of such securities will result in significant dilution to our stockholders, could substantially reduce our stockholders’ percentage interest in the voting power of the Company, and could materially and adversely affect the market price of our common stock.

The table set forth below reflects the impact that the transaction is expected to have on our directors, executive officers and holders of 5% or more of the Company’s total issued and outstanding common stock assuming that [●] Merger Shares are issued, which represents the maximum number of Mergers Shares are issued.  The exact number of Merger Shares to be issued will be determined prior to the Merger based on a net asset value to net asset value exchange ratio as set forth in the Merger Agreement, which number may be less than [●].

(1)

Unless otherwise indicated, the business address of each of the individuals is c/o Phoenix Bulk Carriers (US) LLC, 109 Long Wharf, Newport, Rhode Island 02840.

(2)

The beneficial ownership of the common shares by the shareholders set forth in the table is determined in accordance with Rule 13d-3 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any common shares as to which the shareholder has sole or shared voting power or investment power and also any common shares that the shareholder has the right to acquire within 60 days. The percentage of beneficial ownership is calculated based on 46,721,228 issued and outstanding common shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them.

(3)

Shares owned by Lagoa Investments. Mr. Boggild is the Managing Director of Lagoa Investments and solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr. Boggild may be deemed to be the beneficial owner of the shares held by Lagoa Investments.

(4)

Shares owned by Mark Filanowski include 61,007 common shares held by his family members.

The approval of this proposal by our stockholders, assuming the satisfaction of the other conditions to Closing in the Merger Agreement and the issuance of the Merger Shares, will or could have the following effects:

Securities Law Matters

 

Neither this proposal nor any other disclosures contained in this proxy statement is either an offer to sell or a solicitation of an offer to buy any of our securities.

Vote Required for Approval

The approval of this resolution requires the approval of a majority of the votes cast or represented by proxy at the Special Meeting and entitled to vote on this Proposal 1. Proposal 1 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast and will have no effect on the outcome of Proposal 1.

Summary

For the reasons set forth in this proxy statement, our Board of Directors has approved the Merger Agreement, the other agreements to be entered into in connection with the Merger Agreement and the transactions contemplated by those agreements, and has concluded that the Merger is advisable and in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL 1.

PROPOSAL 2

TO ADJOURN OR POSTPONE THE SPECIAL MEETING

The Company is asking its shareholders to authorize the holder of any proxy solicited by the Company in connection with the Special Meeting to vote in favor of any adjournment or postponement of the Special Meeting to solicit additional proxies if there are insufficient votes to approve the issuance of the Merger Shares in connection with the Merger and to ensure that any supplement or amendment to this proxy statement is timely provided to the Company’s shareholders.

The Board of Directors unanimously recommends that Company shareholders vote “FOR” the proposal to adjourn or postpone the Special Meeting if necessary or appropriate, for the solicitation of additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or approve the issuance of the Merger Shares.

Approval of the adjournment proposal requires the affirmative vote of at least a majority of the shares of common stock of the Company present at the Special Meeting in person or represented by proxy and entitled to vote on the adjournment proposal (whether or not a quorum is present). Accordingly, if a Company shareholder present in person at the Special Meeting abstains from voting, or responds by proxy with an “abstain” vote, it will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Company shareholder is not present in person at the Special Meeting and does not respond by proxy, it will have no effect on the vote count for such proposal.

If there are insufficient votes at the Special Meeting to approve the issuance of the Merger Shares in connection with the Merger, a closing conditions to the Company’s obligations to consummate the Merger with Renaissance would have failed. If the adjournment proposal is approved, the Company would be able to adjourn or postpone the Special Meeting and solicit additional proxies from shareholders to enable the Special Meeting to be duly called, with a quorum present, and the votes on Proposal 1 tabulated. The results of such shareholder votes would inform the Company as to the position of its shareholders before the Company terminates the Merger Agreement for the failure of this closing condition.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL 2.

WHERE TO GET ADDITIONAL INFORMATION

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, and proxy statements and other information we file or furnish pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge our website at website at www.pangaeals.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including our company.

 

OTHER BUSINESS

 

As of the time of preparation of this proxy statement, we do not know of any matter to be acted upon at the Special Meeting other than the matters described in this proxy statement. If any other matter properly comes before the meeting, however, the proxy holders will vote the proxies thereon in accordance with the recommendation of our Board of Directors.

 

THIS PROXY STATEMENT IS DATED [●], 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY. You should rely only on the information provided in this proxy statement. We have not authorized any person to provide information other than that provided herein.

PANGAEA LOGISTICS SOLUTIONS LTD.
				Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on December 1, 2024.
				VOTE BY INTERNET
				www.cstproxyvote.com
				Use the Internet to vote your proxy.
				Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
				VOTE BY MAIL
				Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS				ý
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The Board of Directors recommends you vote FOR proposals 1 and 2.
	For	Against	Abstain
1. To approve the issuance of the Merger Shares in accordance with the shareholder approval requirements of Nasdaq Listing Rule 5635 (referred to as “Proposal 1”)	□	□	□
2. To adjourn or postpone the Special Meeting if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to constitute a quorum or to approve Proposal 1 or Proposal 2, and to ensure that any supplement or amendment to the proxy statement is timely provided to the Company’s shareholders (referred to as “Proposal 2”)	□	□	□

Signature		Signature, if held jointly		Date
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

ARTICLE I THE MERGER		6
1.1	The Merger	6
1.2	Effective Time of the Mergers; Closing	6
1.3	Effect of the Merger	6
1.4	Charter Documents	6
1.5	Effect on Units	7
1.6	Surrender and Payment	7
1.7	Taking of Necessary Action; Further Action	8
1.8	Ancillary Agreements	8
1.9	Voyages in Progress	8
1.10	Adjustment to Merger Consideration.	9
ARTICLE II REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY		12
2.1	Organization and Qualification	13
2.2	Subsidiaries	13
2.3	Capitalization	14
2.4	Authority Relative to this Agreement	14
2.5	No Conflict; Required Filings and Consents	15
2.6	Compliance	15
2.7	Disclosure Documents	16
2.8	Financial Statements	16
2.9	No Undisclosed Liabilities	16
2.10	Absence of Certain Changes or Events	17
2.11	Litigation	17
2.12	Benefit Plans	17
2.13	Labor Matters	17
2.14	Vessels; Property	18
2.15	Taxes	19
2.16	Environmental Matters	20
2.17	Brokers	21
2.18	Agreements, Contracts and Commitments	21
2.19	Insurance	22
2.20	Governmental Actions/Filings	23
2.21	Related Party Transactions	23
2.22	Indebtedness	23
2.23	No Other Representations or Warranties	23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		24
3.1	Organization; Authority Relative to this Agreement	24
3.2	No Conflict; Required Filings and Consents	24
3.3	Investment	25
3.4	Title to Units	26

3.5	Disclosure Documents	26
3.6	No Other Representations or Warranties	26
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT		26
4.1	Organization and Qualification	26
4.2	Subsidiaries	27
4.3	Capitalization	27
4.4	Authority Relative to this Agreement	28
4.5	No Conflict; Required Filings and Consents	29
4.6	Compliance	29
4.7	SEC Filings; Financial Statements	30
4.8	No Undisclosed Liabilities	31
4.9	Disclosure Documents	31
4.10	Absence of Certain Changes or Events	31
4.11	Litigation	31
4.12	Vessels; Property	32
4.13	Taxes	33
4.14	Environmental Matters	34
4.15	Brokers	34
4.16	Insurance	34
4.17	Governmental Actions/Filings	35
4.18	Related Party Transactions	35
4.19	Indebtedness.	35
4.20	Aging of Receivables	35
4.21	No Other Representations or Warranties	35
ARTICLE V CONDUCT PRIOR TO THE EFFECTIVE TIME		35
5.1	Conduct of Business by the Company	35
5.2	Conduct of Business by Parent	38
5.3	Exclusivity	39
ARTICLE VI ADDITIONAL AGREEMENTS		39
6.1	Public Announcements	39
6.2	Access; Inspection	39
6.3	Takeover Laws	40
6.4	Stock Exchange Listing	40
6.5	Commercially Reasonable Efforts	40
6.6	Directors’ and Officers’ Indemnification and Liability Insurance	41
6.7	Regulatory Filings	41
6.8	SEC Filings	42
6.9	Shareholders’ Meeting	43
6.10	Litigation; Company Vessel Incidents	44
6.11	Related Party Arrangements	45
6.12	Seller Guarantees	45
6.13	Employee Matters	45
6.14	Release of Claims	46

6.15	Drydocking and Survey Expenses	47
6.16	Transfer of Orders; Assumption of Other Obligations	47
ARTICLE VII CONDITIONS TO THE TRANSACTION		47
7.1	Conditions to Obligations of Each Party to Effect the Merger	47
7.2	Additional Conditions to Obligations of the Company and Seller	48
7.3	Additional Conditions to the Obligations of Parent	49
ARTICLE VIII TAX MATTERS		50
8.1	Transfer Taxes	50
8.2	Intended Tax Treatment	50
8.3	Cooperation	50
8.4	Withholding Rights	51
8.5	Coordination with Agreement	51
ARTICLE IX INDEMNIFICATION		51
9.1	Indemnification	51
ARTICLE X TERMINATION		55
10.1	Termination	55
10.2	Notice of Termination; Effect of Termination	55
10.3	Fees and Expenses	56
ARTICLE XI DEFINED TERMS		56
ARTICLE XII GENERAL PROVISIONS		66
12.1	Notices	66
12.2	Interpretation	67
12.3	Counterparts; Facsimile Signatures	68
12.4	Entire Agreement; Third Party Beneficiaries	68
12.5	Severability	68
12.6	Enforcement	69
12.7	Governing Law	69
12.8	Rules of Construction	69
12.9	Assignment	70
12.10	Amendment	70
12.11	Extension; Waiver	70
12.12	WAIVER OF JURY TRIAL	70

Exhibit A:	Reorganization
Exhibit B:	Accounting Principles
Exhibit C:	Illustrative Calculations of the Net VIP Amount, Company Adjusted NAV, Parent Adjusted NAV and Merger Consideration
Exhibit D:	Form of Investor and Registration Rights Agreement
Exhibit E:	Terms of Technical Management Agreement

•

Renaissance Holdings LLC, a Marshall Islands limited liability company (the “Company”);

•

Strategic Shipping Inc., a Marshall Islands corporation ( “Seller”);

•

Pangaea Logistics Solutions Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (“Parent”); and

•

Renaissance Merger Sub LLC, a Marshall Islands limited liability company and wholly-owned Subsidiary of Parent (“Merger Sub”).

1.5

Effect on Units. At the Effective Time:

1.6

Surrender and Payment.

1.10

Adjustment to Merger Consideration.

(i)

if the Final Net Working Capital and Indebtedness Amount of Parent:

(ii)

if the Final Net Working Capital and Indebtedness Amount of Seller:

(iii)

if the Final Net VIP Amount:

2.1

Organization and Qualification.

2.2

Subsidiaries.

2.3

Capitalization.

2.5

No Conflict; Required Filings and Consents.

2.6

Compliance.

2.8

Financial Statements.

2.14

Vessels; Property.

2.15

Taxes.

2.18

Agreements, Contracts and Commitments.

3.2

No Conflict; Required Filings and Consents.

3.3

Investment.

4.1

Organization and Qualification.

4.2

Subsidiaries.

4.3

Capitalization.

4.5

No Conflict; Required Filings and Consents.

4.6

Compliance.

4.7

SEC Filings; Financial Statements.

4.12

Vessels; Property.

4.13

Taxes.

(m)

Enter into any material Contract outside the Ordinary Course;

(o)

Defer any scheduled maintenance on any vessel;

(p)

Settle any Proceeding;

(r)

Make more than US$250,000 of capital expenditures, in the aggregate;

6.2

Access; Inspection.

6.5

Commercially Reasonable Efforts.

6.6

Directors’ and Officers’ Indemnification and Liability Insurance.

6.7

Regulatory Filings.

6.8

SEC Filings.

6.10

Litigation; Company Vessel Incidents and Damages.

6.13

Employee Matters.

9.1

Indemnification.

10.1

Termination. This Agreement may be terminated at any time prior to the Closing:

(a)

by mutual written agreement of Parent and Seller at any time;

10.2

Notice of Termination; Effect of Termination.

Term	Section
A/R Schedule	1.10(b)
Agreement	Preamble
Alternative Proposal	5.3
Alternative Transaction	5.3
Approvals	2.1(b)
Bunker Hedges	2.14(g)
Certificate of Merger	1.2
Closing	1.2
Closing Date	1.2
Company	Preamble
Company Disclosure Information	2.7
Company Leased Vessels	2.14(a)
Company Owned Vessels	2.14(a)
Company Units	Recitals
Company Vessel Incident	2.14(c)
Company Vessels	2.14(a)
Confidentiality Agreement	6.2(a)
Continuing Employee	6.13(a)

Damages	9.1(b)
Dispute Accountants	1.10(f)
Disputed Items	1.10(f)
Effective Time	1.2
Environmental Law	2.16
ERISA	2.11(b)
Estimated Closing Statement	1.10(b)
Estimated Company Working Capital Amount	1.10(b)
Estimated Net VIP Amount	1.10(b)
Estimated Net VIP Closing Statement	1.10(b)
Estimated Net Working Capital and Indebtedness Amount	1.10(b)
Estimated Net Working Capital and Indebtedness Closing Statement	1.10(b)
Final Closing Statement	1.10(g)
Final Net VIP Amount	1.10(g)
Final Net Working Capital and Indebtedness Amount	1.10(g)
Financial Statements	2.8(a)
Foreign Corrupt Practices Act	2.6(b)
Hazardous Materials	2.16
Indemnified Person	9.1(c)
Indemnified Persons	9.1(c)
Intended Tax Treatment	Recitals
Interim Closing Statement	1.10(d)
Investor and Registration Rights Agreement	1.8
Marshall Islands Registrar	1.2
Material Company Contracts	2.18(b)
Maximum Allowable Contribution	7.2(e)
Merger	Recitals
Merger Consideration Certificate	1.6(b)
Merger Sub	Preamble
MILLCA	1.1
Minimum Required Contribution	7.2(e)
Negative Parent NWC and Indebtedness Adjustment	1.10(h)(i)(y)
Negative Seller NWC and Indebtedness Adjustment	1.10(h)(ii)(y)
Net VIP Amount	1.9
Parent	Preamble
Parent Board	Recitals
Parent Closing Certificate	7.2(a)
Parent Disclosure Information	4.9
Parent Indemnified Persons	9.1(b)
Parent Leased Vessels	4.12(a)

Parent Owned Vessels	4.12(a)
Parent SEC Reports	4.7(a)
Parent Shareholder Approval	4.4
Parent Shareholders’ Meeting	6.9
Parent Vessel Incident	4.12(c)
Parent Vessels	4.12(a)

Positive Parent Net VIP Amount Adjustment	1.10(h)(iii)(y)
Positive Parent NWC and Indebtedness Adjustment	1.10(h)(i)(x)
Positive Seller Net VIP Amount Adjustment	1.10(h)(iii)(x)
Positive Seller NWC and Indebtedness Adjustment	1.10(h)(ii)(x)
Pre-Closing Insurance Coverage	9.1(d)(i)
Pre-Closing Vessel Damages	6.10(d)
Proposed Employee	6.13(a)
Proxy Statement	6.8(a)
Purchase Orders	6.16
Reorganization	Recitals
Review Period	1.10(e)
Seller	Preamble
Seller Closing Certificate	7.3(a)
Seller Disclosure Information	3.5
Seller Guarantees	6.12
Seller Indemnified Persons	9.1(c)
Severance Retention Period	6.13(c)
Shareholder Proposal	6.9
Survival Date	9.1(a)
Surviving Company	1.1
Technical Management Agreement	1.8
Termination Date	10.1(b)
Third Party Claims	9.1(e)(i)
Transfer Taxes	8.1

12.6

Enforcement.

	RENAISSANCE HOLDINGS LLC
	By:	STRATEGIC SHIPPING INC., its Sole Member
	By:	/s/ Christina Tan
		Name: Christina Tan
		Title: Vice President
	STRATEGIC SHIPPING INC.
	By:	/s/ Christina Tan
		Name: Christina Tan
		Title: Vice President
	PANGAEA LOGISTICS SOLUTIONS LTD.
	By:	/s/ Mark Filanowski
		Name: Mark Filanowski
		Title: Chief Executive Officer
	RENAISSANCE MERGER SUB LLC
	By:	PANGAEA LOGISTICS SOLUTIONS LTD., as sole member and manager
	By:	/s/ Mark Filanowski
		Name: Mark Filanowski
		Title: Chief Executive Officer

1.

Reviewed a draft, dated September 19, 2024, of the Merger Agreement;

2.

Reviewed a draft, dated September 19, 2024 of the Investor and Registration Rights Agreement (the “Investor and Registration Rights Agreement” and together with the Merger Agreement, the “Agreements”);

3.

Reviewed the projections of Parent (the “Parent Projections”) and the projections of the Company (the “Company Projections”), in each case, as prepared by Parent for our use in connection with our analysis;

4.

Utilized the following analyses in connection with our review of the Merger Consideration pursuant to the Merger Agreement:

5.

Reviewed established third-party resources for industry data (including DNB’s equity research) on the dry bulk shipping market; and

6.

Conferred with management of Parent with respect to the Parent Projections, the Company Projections, the business and prospects of each of Parent and the Company, and other matters in connection with the transactions contemplated by the Agreements.

5

/s/ Theodore S. Jadick, Jr.
Signed
Theodore S. Jadick, Jr.
Name
President
Position
September 19, 2024
Date
/s/ Jae Kwon
Signed
Jae Kwon
Name
Managing  Director
Position
September 19, 2024
Date

6

1.

Definitions.  For purposes of this Agreement:

(a)

any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Common Shares; or

(b)

the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company in each case which results in a Person or Persons other than the shareholders of the Company immediately prior to such merger, consolidation  or sale owning more than 50% of the total voting power of the Company’s equity securities, or the sale of all or substantially all of the assets of the Company (determined on a consolidated basis) to another Person; or

(c)

any Person acquires more than 30% of the Common Shares.

2.

Registration Rights.  The Company covenants and agrees as follows:

3.

Board of Directors Representation.

4.

Pre-emptive Rights, Beneficial Ownership