Pangaea Logistics Solutions Ltd

DEF 14A 1 d1484559_def14a.htm

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:

December 18, 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., a Bermuda company (the“Company”) scheduled for December 30, 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 29% of the Company’s issued and outstanding shares of common stock upon completion of the Merger 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 32 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.

/s/ Mark L. Filanowski

Chief Executive Officer