Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2025

PANGAEA LOGISTICS SOLUTIONS LTD.

(Exact Name of Registrant as Specified in Charter)


Bermuda	001-36798	98-1205464
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf, Newport, Rhode Island 02840

(Address of Principal Executive Offices) (Zip Code)

(401) 846-7790

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	PANL	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.01			Completion of Acquisition or Disposition of Assets

On December 30, 2024, the Company completed its previously announced acquisition (the “Transaction”) initially reported in its Current Report on Form 8-K filed on September 23, 2024, of fifteen handy-size dry bulk vessels owned by Strategic Shipping Inc. (“SSI”) into the Company’s fleet. In connection with the Transaction and in accordance with the Agreement and Plan of Merger between the Company, SSI, Renaissance Holdings LLC, a wholly-owned subsidiary of SSI, and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company, the Company issued to SSI an aggregate of 18,059,342 shares of its common stock.

For additional information on the Transaction please see the Company’s Current Report on Form 8-K filed on September 23, 2024 and the Current Report on Form 8-K/A filed on November 26, 2024, which includes certain financial information of the Company and Renaissance Holdings LLC.


Item 7.01			Regulation FD Disclosure.

On January 6, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained herein, including Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained herein.


Item 9.01			Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The information required by this item related to the acquisition described in Item 2.01 above was included in a Form 8-K/A filed by the Company on November 26, 2024.

(b) Pro forma financial information

The information required by this item related to the acquisition described in Item 2.01 above was included in a Form 8-K/A filed by the Company on November 26, 2024.

(d)Exhibits


Exhibit No.			Description
99.1			Press Release dated January 6, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 6, 2025


			PANGAEA LOGISTICS SOLUTIONS LTD.

			By:			/s/ Gianni Del Signore
						Name: Gianni Del Signore Title: Chief Financial Officer

Pangaea Logistics Solutions Completes Merger and Fleet Combination

NEWPORT, RI - January 6, 2025 - Pangaea Logistics Solutions Ltd. (“Pangaea” or the “Company”) (Nasdaq: PANL), a global provider of comprehensive maritime logistics solutions, today announced that it has completed its previously announced combination of its existing dry-bulk fleet with fifteen handy-size dry bulk vessels owned by Strategic Shipping Inc. (“SSI”). Shareholder approval of the transaction (the “Transaction”) was obtained at a special meeting of shareholders on December 30, 2024, resulting in closing of the Transaction on the same day.

Under the terms of the Transaction, Pangaea issued 18,059,342 shares of its common stock to SSI equal to approximately 27.6% of the Company’s outstanding common stock immediately following the consummation of the Transaction, in exchange for the fifteen handy-size vessels. SSI’s vessels were valued at approximately $271 million at the closing, inclusive of $100 million of vessel related financing agreements assumed by Pangaea, resulting in a net asset value of $171 million.

MANAGEMENT COMMENTARY

“We are starting the new year with an expanded complement of vessels that provide new offerings to existing and new clients of Pangaea and Strategic, along with a larger core of experienced people ready to address customer supply chain challenges with creativity and efficiency,” said Mark Filanowski, Pangaea’s Chief Executive Officer. “Our owned fleet of 41 ships in the range of handy to post-Panamax sizes, matched with our growing terminal operations, provide our customers with new alternatives for their dry bulk logistics requirements. As we expand our fleet, we will also grow our cargo base and our operating fleet of chartered-in ships helping to maximize efficiencies through position arbitrage against our cargo book. This transformational transaction is an exciting new growth chapter for Pangaea.”

DNB Markets, Inc. served as financial advisor to Pangaea, and Seward & Kissel LLP acted as its legal advisor.

ABOUT PANGAEA LOGISTICS SOLUTIONS

Pangaea Logistics Solutions Ltd. (NASDAQ: PANL) and its subsidiaries (collectively, “Pangaea” or the “Company”) provides seaborne dry bulk logistics and transportation services as well as terminal and stevedoring services. Pangaea utilizes its logistics expertise to service a broad base of industrial customers who require the transportation of a wide variety of dry bulk cargoes, including grains, coal, iron ore, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. The Company addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, port and terminal operations, vessel chartering, voyage planning, and vessel technical management. Learn more at www.pangaeals.com.

ABOUT STRATEGIC SHIPPING INC.

Strategic Shipping Inc., through its subsidiaries, is a privately held ship-owner, operator, manager, and investor focused on the chemical, product, and dry bulk segments. SSI’s operations are conducted under the name of M.T. Maritime (“MTM”). For further information, please go to www.mtmaritime.com.

INVESTOR RELATIONS CONTACTS

Gianni Del Signore

Chief Financial Officer

401-846-7790

Investors@pangaeals.com

Stefan Neely or Noel Ryan

Vallum Advisors

PANL@val-adv.com

FORWARD-LOOKING STATEMENT

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. These forward-looking statements are based on our current expectations and beliefs and are subject to a number of risk factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise, except as required by law. Such risks and uncertainties include, without limitation, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for dry bulk shipping capacity, changes in our operating expenses, including bunker prices, dry-docking and insurance costs, the market for our vessels, availability of financing and refinancing, charter counterparty performance, our ability to successfully integrate the 15 SSI vessels into our operating fleet, our ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other factors, as well as other risks that have been included in filings with the Securities and Exchange Commission, all of which are available at www.sec.gov.

Cover	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 06, 2025
Entity Registrant Name	PANGAEA LOGISTICS SOLUTIONS LTD.
Entity Central Index Key	0001606909
Entity Tax Identification Number	98-1205464
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-36798
Entity Address, Address Line One	109 Long Wharf
Entity Address, City or Town	Newport
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02840
City Area Code	401
Local Phone Number	846-7790
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PANL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false