Pangaea Logistics Solutions Ltd

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 shareholders 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.