Pangaea Logistics Solutions Ltd. Files 8-K

TL;DR

Pangaea Logistics (PANGA) filed an 8-K on 12/30/24 for asset deals and shareholder votes.

AI Summary

Pangaea Logistics Solutions Ltd. filed an 8-K on December 30, 2024, reporting the completion of an acquisition or disposition of assets, submission of matters to a vote of security holders, and financial statements. The company, formerly known as Quartet Holdco Ltd., is incorporated in Bermuda and headquartered in Newport, Rhode Island.

Why It Matters

This filing indicates significant corporate actions, including asset transactions and shareholder votes, which could impact the company's structure and financial performance.

Risk Assessment

Risk Level: medium — The filing pertains to significant corporate events like acquisitions and shareholder votes, which inherently carry risks related to integration, financing, and shareholder approval.

Key Players & Entities

• Pangaea Logistics Solutions Ltd. (company) — Registrant
• Quartet Holdco Ltd. (company) — Former company name
• December 30, 2024 (date) — Date of earliest event reported
• 109 Long Wharf, Newport, Rhode Island 02840 (location) — Address of Principal Executive Offices

FAQ

Filing Documents

• d11559631_8k.htm (8-K) — 27KB
• 0000919574-24-007335.txt ( ) — 28KB

01 Completion of

Item 2.01 Completion of Acquisition or Disposition of Assets. Following a Special Meeting of its stockholders, Pangaea Logistics Solutions Ltd. (the "Company") completed its previously announced acquisition (the "Transaction") as disclosed 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. Following the consummation of the Transaction, the Company has a total of 64,961,433 shares of common stock issued and outstanding. 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 .

07 Submission of Maters to a Vote of Security Holders

Item 5.07 Submission of Maters to a Vote of Security Holders. (a) On December 30, 2024, the Company held a special meeting of stockholders (the "Special Meeting"). Of the 46,902,091 shares of the Company's common stock issued and outstanding and entitled to vote at the Special Meeting, 34,841,375 shares, constituting a quorum, were represented in person or by proxy at the Special Meeting. (b) Two proposals were submitted by the Company's Board of Directors to a vote of Company stockholders, and the final results of the voting on each proposal are noted below. Proposal No. 1- Approval of the issuance of the Merger Shares in accordance with the shareholder approval requirements of Nasdaq Listing Rule 5635. The votes on this proposal were as follows: For Against Abstain 34,592,844 194,197 54,334 Proposal No. 2 – Approval 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 approve Proposal 1 or Proposal 2. The votes on this proposal were as follows: For Against Abstain 33,278,564 1,484,093 78,718

01 Financial Statements and Exhibits

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. 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: December 30, 2024 PANGAEA LOGISTICS SOLUTIONS LTD. By: /s/ Gianni Del Signore Name: Gianni Del Signore Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR