Form S-3 - Registration statement under Securities Act of 1933

As filed with the U.S. Securities and Exchange Commission on January 15, 2025

Registration No. 333-

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PANGAEA LOGISTICS SOLUTIONS LTD.
(Exact name of registrant as specified in its charter)

Bermuda (State or other jurisdiction of incorporation or organization)	4412 (Primary Standard Industrial Classification Code Number)	Not Applicable (I.R.S. Employer Identification Number)
	Pangaea Logistics Solutions Ltd. 109 Long Wharf Newport, Rhode Island 02840 [phone]
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
	Gianni Del Signore Pangaea Logistics Solutions Ltd. 109 Long Wharf Newport, Rhode Island 02840 [phone]
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
	Copies to: Edward Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Telephone: [phone]

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ❑

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ❑

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ❑

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ❑

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-of the Exchange Act.

Large accelerated filer ❑

Accelerated filer ☒

Non-accelerated filer ❑ (Do not check if a smaller reporting company)

Smaller reporting 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 7(a)(2)(B) of Securities Act. ❑

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EXPLANATORY NOTE

We are filing this Registration Statement on Form S-3 (this “Registration Statement”) to satisfy our obligations under (i) the investor and registration rights agreement, dated as of December 30, 2024 (the “Investor Rights Agreement”), by and between Pangaea Logistics Solutions Ltd., a Bermuda (the “Company”), and Strategic Shipping Inc. (“SSI” or the “Selling Shareholder”).

On December 30, 2024, the Company received shareholder approval for purposes of Nasdaq Listing Rule 5635 to issue more than 20% of the Company’s outstanding common shares. The Company is registering hereunder the resale of 18,359,342 common shares, 18,059,342 of which were issued to the Selling Shareholder pursuant to that certain Agreement and Plan of Merger, dated September 23, 2024, as described more fully elsewhere in this Registration Statement, in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

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The information in this prospectus is not complete and may be changed. The Selling Shareholder may not offer or sell these securities until the Registration Statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated January 15, 2025

PROSPECTUS

Pangaea Logistics Solutions Ltd.

18,359,342 Common Shares Offered by the Selling Shareholder

The Selling Shareholder may offer, from time to time, of up to 18,359,342 common shares directly or through underwriters, broker-dealers or agents and in one or more public or private transactions and at fixed prices, prevailing market prices, at prices related to prevailing market prices or at negotiated prices. If these securities are sold through underwriters, broker-dealers or agents, the Selling Shareholder will be responsible for underwriting discounts or commissions or agents’ commissions. See the sections entitled “Plan of Distribution” and “About this Prospectus” for more information.

Our common shares are currently quoted on the Nasdaq Capital Market (“Nasdaq”) under the symbol “PANL”.

We are not selling any common shares under this prospectus and will not receive any proceeds from the sale by the Selling Shareholder of the common shares. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of securities by the Selling Shareholder pursuant to this prospectus.

Our registration of the common shares covered by this prospectus does not mean that the Selling Shareholder will offer or sell any of the common shares. The Selling Shareholder may offer and sell the common shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Shareholder may sell the securities in the section entitled “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Investing in our common shares involves risk. See “Risk Factors” beginning on page 5 of this Prospectus to read about factors you should consider before investing in our common shares.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is                 , 2025

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TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	3
RISK FACTORS	5
FORWARD-LOOKING STATEMENTS	7
USE OF PROCEEDS	8
CAPITALIZATION	9
SELLING SHAREHOLDER	10
PLAN OF DISTRIBUTION	13
DESCRIPTION OF SHARE CAPITAL	15
LEGAL MATTERS	17
EXPERTS	17
WHERE YOU CAN FIND ADDITIONAL INFORMATION	17
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	18

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ABOUT THIS PROSPECTUS

This prospectus is part of the Registration Statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, the Selling Shareholder may, from time to time, offer and sell, as applicable, the common shares described in this prospectus in one or more offerings. The Selling Shareholder may use the shelf Registration Statement to sell up to an aggregate of up to 18,359,342 common shares. This prospectus provides you with a general description of our common shares that the Selling Shareholder may sell. More specific terms of any common shares that the Selling Shareholder offers and sells may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

Any prospectus supplement may also add, update or change the information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the prospectus supplement. Before purchasing any of our common shares, you should read carefully both this prospectus and, if applicable, any prospectus supplement, together with the additional information described below.

This prospectus and any prospectus supplement are part of the Registration Statement we filed with the SEC and do not contain all the information in the Registration Statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. For further information about us or our common shares offered hereby, you should refer to the Registration Statement, which you can obtain from the SEC as described below under “Where You Can Find Additional Information.”

Neither we nor the Selling Shareholder have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the Registration Statement of which this prospectus is a part. Before making an investment decision, you should read, in addition to this prospectus and the Registration Statement, any documents that we incorporate by reference in this prospectus, as referred to under “Where You Can Find More Information,” and you may obtain copies of those documents as described below.

Unless otherwise indicated, all references in this prospectus to the “Company,” “Pangaea,” “we,” “our,” “us” and like terms refer collectively to Pangaea Logistics Solutions Ltd. and its consolidated subsidiaries.

Unless otherwise indicated, all dollar references in this prospectus are to U.S. dollars and financial information presented in this prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States.

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Common shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act of 1972, and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific, permission is required from the Bermuda Monetary Authority, or the BMA, pursuant to the provisions of the Exchange Control Act of 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA in its policy dated June 1, 2005 provides that, where any equity securities, including our common shares, of a Bermuda company are listed on an appointed stock exchange, general permission is given for the issue and subsequent transfer of any securities of such company from and/or to a non-resident of Bermuda, for so long as any equity securities of such company remain so listed. NASDAQ is an appointed stock exchange under Bermuda law. Approvals or permissions given by the Bermuda Monetary Authority do not constitute a guarantee by the Bermuda Monetary Authority as to our performance or our creditworthiness. Accordingly, in granting such permission, the BMA accepts no responsibility for our financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus or any prospectus supplement. Neither this prospectus nor any prospectus supplement needs to be filed with the Registrar of Companies in Bermuda in accordance with Part III of the Companies Act 1981 of Bermuda, or the Companies Act, pursuant to provisions incorporated therein following the enactment of the Companies and Partnerships (Electronic Registry) Amendment Act 2020. Such provisions state that Part III of the Companies Act shall not apply to any exempted company under the Companies Act. We are an exempted company under the Companies Act.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2023, and our other filings with the SEC listed in the section of this prospectus entitled “Incorporation of Certain Information by Reference.” This summary does not contain all of the information that you should consider before investing in our common shares. You should read this entire prospectus, including the section entitled “Risk Factors,” and our financial statements and the notes thereto in our most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, which are incorporated by reference herein, before making an investment decision.

Overview

The Company provides seaborne drybulk logistics and transportation services. Pangaea 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 addresses the logistics needs of its customers by undertaking a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, voyage planning, and vessel technical management.

Business Overview and Recent Developments

The Company provides logistics and transportation services to clients utilizing an ocean-going fleet of motor vessels (“m/v”) in the Handysize, Handymax, Supramax, Ultramax and Panamax segments. At any time, this fleet may be comprised of a total of 45-60 vessels that are owned or chartered-in on a short-term basis. During 2024, the Company operated 41 vessels which were wholly-owned or partially-owned through joint ventures. The Company uses this fleet to transport approximately 23.5 million tons of cargo annually to nearly 250 ports around the world, averaging approximately 46 vessels in service daily in 2023 and 46 vessels year-to-date 2024.

On September 23, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Selling Shareholder, Renaissance Holdings LLC, a wholly-owned subsidiary of the Selling Shareholder (“Renaissance”), and Renaissance Merger Sub LLC, a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company agreed to acquire Renaissance from the Selling Shareholder 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 acquired ownership of, or assumed bareboat charters-in with purchase options for, 15 handysize bulk vessels currently owned or chartered-in by the Selling Shareholder indirectly through Renaissance and its wholly-owned subsidiaries (collectively, the “Acquisition Fleet”).  Pursuant to the Merger Agreement, as consideration for its limited liability interests in Renaissance, the Selling Shareholder received 18,059,342 common shares, par value $0.0001 per share, of the Company (the “common shares”). The shareholders of the Company approved the Merger Consideration, which was in excess of 20% of the Company’s issued and outstanding common stock prior to the issuance and required shareholder approval pursuant to Nasdaq listing rules, on December 30, 2024.

Corporate and Other Information

The Company is a holding company incorporated under the laws of Bermuda as an exempted company limited by shares on April 29, 2014. Bulk Partners (Bermuda) Ltd., which is wholly owned by the Company, is also a holding company that was incorporated under the laws of Bermuda as an exempted company limited by shares on June 17, 2008, the subsidiaries of which provide seaborne drybulk transportation and ancillary services. The Company owns its vessels through separate wholly-owned subsidiaries and through joint venture entities, which we consolidate as variable interest entities. The Company’s wholly-owned subsidiaries are organized in Bermuda, Denmark, British Virgin Islands, Panama, Marshall Islands, Singapore and Delaware.

The Company’s principal executive headquarters is located at 109 Long Wharf, Newport, Rhode Island 02840, and its phone number at that address is [phone]. The Company also has offices in Copenhagen, Denmark, Athens, Greece and Singapore. The Company’s corporate website address is http://www.pangaeals.com. The information contained on or accessible from its corporate website is not part of this prospectus.

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The Offering

The Issuer	Pangaea Logistics Solutions Ltd.
Securities Offered by the Selling Shareholder	18,359,342 common shares, par value $0.0001 per share
Use of Proceeds	We will not receive any of the proceeds from the sale or other disposition of the common shares held by the Selling Shareholder pursuant to this prospectus. The selling shareholder will receive all of the net proceeds from the sale of our common shares they are offering pursuant to this prospectus.   The Selling Shareholder will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurred by it in disposing of its common shares, and we will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.
Nasdaq Symbol	“PANL”
Risk Factors	Investing in our common shares involves risks. You should carefully consider the risks discussed under the caption “Risk Factors” beginning on page 5 of this prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC  on  March  14,  2024,  and  under  the  caption  “Risk Factors” or any similar caption in the documents that we subsequently file with the SEC that are incorporated or deemed to be incorporated by reference in this prospectus, and in any free writing prospectus that you may be provided in connection with the offering of common shares pursuant to this prospectus.

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RISK FACTORS

An investment in our common shares involves a high degree of risk. Before making a decision to invest in our common shares, you should consider carefully in their entirety the risk factors in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 14, 2024 and in our Quarterly Reports on Form 10-Q filed subsequent to such Annual Report on Form 10-K, which are incorporated by reference into this prospectus and any prospectus supplement, as the same may be amended, supplemented, or superseded from time to time by our filings under the Securities Exchange Act of 1934, as amended. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. In connection with such forward looking statements, you should also carefully review the cautionary statements referred to under “Forward Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of these risks and risks not known to us or that we currently believe are immaterial.

Risks Related to this Offering

You may experience future dilution as a result of future equity offerings and other issuances of our common shares or other securities.

In order to raise additional capital, we may in the future offer additional common shares or other securities convertible into or exchangeable for our common shares, including convertible debt. We cannot predict the size of future issuances or sales of our common shares, including those made pursuant to the continuous offering program sales agreement or in connection with future acquisitions or capital activities, or the effect, if any, that such issuances or sales may have on the market price of our common shares. The issuance and sale of substantial amounts of common shares, including issuance and sales pursuant to the continuous offering program sales agreement, or announcement that such issuance and sales may occur, could adversely affect the market price of our common shares. In addition, we cannot assure you that we will be able to make future sales of our common shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing common shares or other securities in the future could have rights that are superior to existing shareholders. The price per share at which we sell additional common shares or other securities convertible into or exchangeable for our common shares in future transactions may be higher or lower than the price per share in this offering, and could adversely impact the trading price of our common shares.

Following the Merger, the Company may not realize all of the anticipated benefits or those benefits may take longer to realize than expected. The combined company may also encounter significant difficulties in integrating the two businesses.

There is a risk that some or all of the expected benefits of the combination of the Acquisition Fleet in connection with the Merger may fail to materialize, or may not occur within the anticipated time periods. The realization of the anticipated benefits may be affected by a number of factors, many of which will be beyond the control of the Company. The challenge of combining previously independent fleets makes evaluating the business and future financial prospects of the Company following the merger difficult.  The existing Pangaea and Acquisition Fleet have operated independently prior to consummation of the Merger.  Realization of the anticipated benefits in the Merger will depend, in part, on the ability of Pangaea to successfully integrate the Acquisition Fleet in an efficient and timely manner and without adversely affecting current revenues and investments in future growth.

Following the Merger, Pangaea will be required to devote significant management attention and resources to integrating the Acquisition Fleet.  The diversion of management’s attention and any delays or difficulties encountered in connection with the Merger and the subsequent coordination of the two fleets could have an adverse effect on the business, financial results, financial condition or the share price of the Company following the Merger. The coordination process may also result in additional and unforeseen expenses.

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The Merger could result in shareholder litigation that could cause the Company to incur unexpected costs.

Although no litigation is currently pending the Merger transaction could result in one or more shareholder lawsuits alleging breaches of fiduciary duties related to the process leading to the Merger, potential conflicts of interest, inadequate merger consideration, the failure to disclose allegedly material information related to the merger in the Company’s definitive proxy statement or other SEC filings or other allegations of wrongdoing. Although the Company does not believe that any cause of action related to the Merger exists and intends to vigorously defend any claims made based on such allegations, the outcome of any such litigation is uncertain and, if not resolved favorably to the Company, could result in substantial costs to the Company, including any costs associated with the litigation defense.  

Bermuda recently enacted new tax legislation that will impose a corporate income tax on certain Bermuda companies. Any new tax liability in Bermuda or another jurisdiction based on our incorporation in Bermuda could have a material adverse effect on our business, results of operations and financial condition.

The Company previously received a written assurance from the Bermuda Minister of Finance under The Exempted Undertaking Tax Protection Act 1966 of Bermuda (the "EUTP") to the effect that if there is enacted in Bermuda any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to us or to any of our operations or common shares, debentures or other obligations or securities until March 31, 2035, except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.  While the Company is not subject to tax on income, profits, withholding, capital gains or capital transfers under current law, the Bermuda Government recently passed a new law titled the Corporate Income Tax Act, 2023 (the "CIT Act"), which imposes a 15% minimum corporate income tax rate and expressly supersedes the written assurance we received under the EUTP.

Under the CIT Act, Bermuda corporate income tax will be chargeable with respect to fiscal years beginning on or after January 1, 2025 and will apply to Bermuda entities that are part of a multinational group with annual revenue above 750 million euros in at least two of the prior four fiscal years. We currently do not expect this corporate income tax to have an impact on the Company. However, if we incur tax liability in Bermuda as a result of the CIT Act or in any other jurisdiction as a result of our incorporation in Bermuda, it could have a material adverse effect on our business, results of operations and financial condition.

Bermuda recently fully implemented new data privacy legislation that will impose regulations on certain Bermuda companies which use personal information. Any use by the Company of personal information in Bermuda will be subject to the relevant provisions of the new data privacy legislation.

The Company, its affiliates and service providers are each subject to risks associated with a breach in cybersecurity allowing unauthorized access to personal information. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users, as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data and/or misappropriation of confidential information including personal information.

As of January 1st, 2025, the Company has certain duties and obligations under Bermuda’s Personal Information Protection Act 2016 (“PIPA”) concerning the use in Bermuda of an individual’s personal information. PIPA is based on internationally accepted principles of privacy and data protection. Oversight and enforcement of PIPA is the responsibility of the Office of the Privacy Commissioner of Bermuda. A breach of PIPA by the Company could lead to enquiry or enforcement actions by the Privacy Commissioner, suits for civil remedies by individuals brought in a Court of competent jurisdiction, or in criminal prosecutions brought by the Government of Bermuda either as summary or indictable offences.

Even though PIPA applies to all organizations that use personal information in Bermuda, the onerous nature and the extent of any organization’s compliance to the administrative requirements of PIPA is based on a “proportional risk” based model. PIPA’s proportional risk structure allows companies that use very little personal information to generally fall at the de minimis end of PIPA’s compliance spectrum.

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FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this prospectus and the documents incorporated by reference that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “ may,” “should” and similar expressions are forward-looking statements.

All statements in this prospectus that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as:

•	our future operating or financial results;

•	our ability to charter-in vessels and to enter into COAs (“Contract of Affreightment”), voyage charters, time charters and forward freight agreements, and the performance of our counterparties in such contracts;

•	our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

•	our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives;

•	competition in the drybulk shipping industry;

•	our ability to successfully integrate the Acquisition Fleet into our existing operations;

•	our business strategy and expected capital spending or operating expenses, including drydocking and insurance costs and the ability to expand our presence in logistics trades and custom supply chain management;

•	global and regional economic and political conditions and sanctions, including war and piracy; and

•	statements about shipping market trends, including charter rates and factors affecting supply and demand.

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Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described in the section of this prospectus entitled “Risk Factors” and elsewhere in this prospectus. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements.

Factors that might cause future results to differ include, but are not limited to, the following:

•	changes in governmental rules and regulations or actions taken by regulatory authorities;

•	cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption;

•	changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters;

•	potential liability from future litigation and potential costs due to environmental damage and vessel collisions;

•	the impact of sanctions on movement of commodities and demand for supply of drybulk vessels;

•	the length and number of off-hire periods; and

•	other factors discussed under the “Risk Factors” section of this prospectus.

You should not place undue reliance on forward-looking statements contained in this prospectus because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this prospectus are qualified in their entirety by the cautionary statements contained in this prospectus. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated event.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale or other disposition of the common shares held by the Selling Shareholder pursuant to this prospectus. The selling shareholder will receive all of the net proceeds from the sale of our common shares they are offering pursuant to this prospectus.

The Selling Shareholder will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurred by it in disposing of its common shares, and we will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, and capitalization as of September 30, 2024, as adjusted for the consummation of the Merger on December 30, 2024:

You should read the data set forth in the table below in conjunction with (a) our audited consolidated financial statements, including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” from our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and (b) our unaudited condensed consolidated financial statements, including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” from our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, each of which are incorporated by reference into this prospectus.

		September 30, 2024
		Actual				As Adjusted(1)
Cash and cash equivalents		$	93,119,521			$	93,119,521
Stockholders’ equity:
Common shares, $0.0001 par value			4,692				6,496
Additional paid-in capital			167,167,687				262,880,394
Retained earnings			165,417,353				165,417,353
Total stockholders’ equity			332,589,732				428,304,243
Non-controlling interest			46,224,871				46,224,871
Total capitalization		$	378,814,603			$	474,529,114

(1) As adjusted column gives effect to the consummation of the Merger Agreement and the issuance of the Merger Shares as of December 30, 2024.

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SELLING SHAREHOLDER

This prospectus covers the public resale of up to 18,359,342 common shares owned by the Selling Shareholder listed in the table below.

The Selling Shareholder may from time to time offer and sell any or all of the common shares set forth below pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling Shareholder” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Shareholder’s interest in the common shares other than through a public sale. We cannot advise you as to whether the Selling Shareholder will in fact sell any or all of such common shares. In addition, the Selling Shareholder may sell, transfer or otherwise dispose of, at any time and from time to time, the common shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the Selling Shareholder will have sold all of the securities covered by this prospectus upon the completion of the offering.

The following table sets forth, to the Company’s knowledge after review of information reasonably obtainable, as of the date of this filing (or such other date as such information was provided to us by the applicable Selling Shareholder), the name and address of the Selling Shareholder, the number of common shares beneficially owned, the number of common shares that the Selling Shareholder may offer pursuant to this prospectus and the number of common shares beneficially owned by the Selling Shareholder after the sale of the securities offered hereby.

Selling Shareholder information for each additional Selling Shareholder, if any, will be set forth by a prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Shareholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Shareholder and the number of shares registered on its behalf. A Selling Shareholder may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”

The beneficial ownership of our common shares is based on 64,961,433 shares outstanding as of January 15, 2025. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security.

Based on the information provided to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

​

​

Beneficially Owned Before the Offering

​

​

Beneficially Owned After the Offering

​

Selling Shareholder(1)

​

Number of Common Shares

​

% of Common Shares

​

Number of Common Shares Being Offered

​

Number of Common Shares

​

% of Common Shares

​

Strategic Shipping Inc. (1)

18,359,342

28.3

%

​18,359,342

0

​

*

%

*less than 1%.

(1) The sole shareholder of Strategic Shipping Inc. is Strategic Investment LLC. The majority shareholder of Strategic Investment LLC is a trust, the sole trustee of which is Pacific Star Private Trust Company Ltd., which may be deemed to share voting and dispositive power with respect to the shares of the Company held by Strategic Shipping Inc. The business address of Strategic Shipping Inc. and Strategic Investment LLC is c/o M.T. Maritime Management (USA) LLC, 2960 Post Road, Southport, CT 06890.The names of each of the directors of Pacific Star Private Trust Company Ltd. is Lui Yuen Leung, Lui-Tan Kwan Siu, Christina Tan, Doug MacShane, Tham Keng Chuen, Karen Corless and Anna Bruce-Smith. The address for all of the foregoing entities and individuals is c/o Conyers Corporate Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton, Pembroke, HM11 Bermuda.

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Material Relationships with the Selling Shareholder

Merger Agreement

On September 23, 2024, the Company entered into Merger Agreement with the Selling Shareholder, Renaissance Merger Sub, pursuant to which the Company agreed to acquire Renaissance from the Selling Shareholder through the merger of Merger Sub with and into Renaissance, with Renaissance surviving the merger as a wholly-owned subsidiary of the Company. As a result of the Merger, the Company acquired ownership of, or assumed bareboat charters-in with purchase options for, 15 handysize drybulk vessels currently owned or chartered-in by the Selling Shareholder indirectly through Renaissance and its wholly-owned subsidiaries. Pursuant to the Merger Agreement, as consideration for its limited liability interests in Renaissance, the Selling Shareholder received 18,059,342 common shares of the Company. The shareholders of the Company approved the Merger Consideration, which was in excess of 20% of the Company’s issued and outstanding common stock prior to the issuance and required shareholder approval pursuant to Nasdaq listing rules, on December 30, 2024.

Investor and Registration Rights Agreement

The Company and the Selling Shareholder also entered into an Investor and Registration Rights Agreement on December 30, 2024 (the “Investor Rights Agreement”) pursuant to which the Company granted the Selling Shareholder customary resale registration rights under the Securities Act of the 18,059,342 common shares constituting the Merger Consideration and additional common shares, acquired by the Selling Shareholder. The Investor Rights Agreement also provides the Selling Shareholder with certain pre-emptive rights and the right to designate up to two members to the Company’s board of directors (the “Board”).

Pursuant to the Investor Rights Agreement, the Company agreed to file this shelf registration statement of which this prospectus forms a part, with the SEC covering the resale of all Registrable Securities (as defined in the Investor Rights Agreement) on a delayed or continuous basis and to use its reasonable best efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof. The Selling Shareholder was also granted customary piggyback rights under the Investor Rights Agreement.

Board Designation Right

As a result of the Merger and pursuant to the Investor Rights Agreement, the Selling Shareholder has the right to designate up to two persons to the Company’s Board immediately after consummation of the Merger. At least one of the Selling Shareholder’s nominees shall be independent as determined in accordance with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6. The Company is required to nominate at each subsequent annual meeting (i) two Selling Shareholder designated directors or designated replacements so long as the Selling Shareholder holds at least 20% of the then issued and outstanding shares of the Company’s common stock, and (ii) one Selling Shareholder designated director or a designated replacement so long as the Selling Shareholder holds at least 10% but less than 20% of the then issued and outstanding shares of Company common stock.  For so long as Selling Shareholder has the right to nominate at least one director, one Selling Shareholder designated director shall be a member of the compensation committee of the Board. The Company will take no action (without the consent of the Selling Shareholder) which would result in a reduction in the Selling Shareholder’s percentage of directors on the Board from its percentage immediately following the consummation of the Merger except if the Board agrees to increase its size in connection with terms agreed as part of a Fundamental Transaction (as defined in the Merger Agreement) to grant the counterparty in such transaction a board seat(s).

Pursuant to the foregoing, SSI designated Christina Tan and Gary Vogel to the board of directors and are expected to be appointed by the board of directors.

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Pre-emptive Rights and Beneficial Ownership Limitation

The Investor Rights Agreement also provides the Selling Shareholder with certain pre-emptive rights to participate in future equity issuances by the Company, subject to customary exclusions, provided however that the Selling Shareholder shall have the right at all times to maintain a minimum beneficial ownership interest in the Company’s shares of common stock of at least 25%.  In addition, the Investor Rights Agreement provides that the Selling Shareholder’s beneficial ownership interest (as defined under Section 13(d) of the Exchange Act) shall not exceed 30% of the Company’s issued and outstanding common shares (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation will be automatically waived in certain circumstances, including when the Company’s Board (i) consents to such acquisition in excess of the Beneficial Ownership Limitation or (ii) reasonably determines that the Company has commenced negotiations with respect to the terms of a potential transaction that may reasonably be expected to result in a change of control of the Company.

The foregoing descriptions of the Merger Agreement and Investor Rights Agreement are summaries and are qualified in its entirety by reference to the Merger Agreement and the Investor Rights Agreement filed or incorporated by reference herein as Exhibit 2.1 and Exhibit 4.1, respectively, to this Registration Statement on Form S-3.

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PLAN OF DISTRIBUTION

This prospectus relates to the resale, from time to time, by the Selling Shareholder named in this prospectus of an aggregate of up to 18,359,342 common shares.

We are registering the securities covered by this prospectus on behalf of the Selling Shareholder. All costs, expenses and fees connected with the registration of such securities will be borne by us. Any brokerage commissions and similar expenses connected with selling such securities will be borne by the Selling Shareholder. We will not receive any of the proceeds from the sale of the securities by the Selling Shareholder.

Upon effectiveness of the Registration Statement of which this prospectus forms a part, the securities beneficially owned by the Selling Shareholder covered by this prospectus may be offered and sold from time to time by the Selling Shareholder. The Selling Shareholder may sell or distribute the securities included in this prospectus through underwriters, through agents, to brokers or dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, at fixed prices (which may be changed), or at varying prices determined at the time of sale.

In addition, the Selling Shareholder may sell some or all of the securities offered in this prospectus through:

•	a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

•	purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;

•	ordinary brokerage transactions and transactions in which a broker solicits purchasers;

•	an over-the-counter distribution;

•	privately negotiated transactions;

•

trading plans entered into by us pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of our securities on the basis of parameters described in such trading plans;

•	otherwise through a combination of any of the above methods of sale; or

•	any other method permitted pursuant to applicable law.

In addition, the Selling Shareholder may enter into option, share lending or other types of transactions that require it to deliver its securities to an underwriter or broker-dealer, who will then resell or transfer the securities under this prospectus. The Selling Shareholder may enter into hedging transactions with respect to our securities. For example, it may:

•	enter into transactions involving short sales of our common shares by underwriters or broker-dealers;

•	sell common shares short and deliver the shares to close out short positions;

•	enter into option or other types of transactions that require us or the Selling Shareholder to deliver common shares to an underwriter or broker-dealer, who will then resell or transfer the common shares under this prospectus; or

•	loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

The Selling Shareholder will act independently of us in making decisions with respect to the timing, manner and size of each sale of common shares covered by this prospectus.  The Selling Shareholder might not sell any securities under this prospectus. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

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The Selling Shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If such short sale transactions occur, the third party may use securities pledged by us or the Selling Shareholder or borrowed from us to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be deemed to be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, the Selling Shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

The Selling Shareholder and any broker-dealers or other persons acting on our behalf or on behalf of the Selling Shareholder that participates with us or the Selling Shareholder in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. As a result, we have informed the selling shareholders that Regulation M, promulgated under the Exchange Act, may apply to sales by the selling shareholders in the market. The Selling Shareholder may agree to indemnify any broker, dealer or agent that participates in transactions involving the sale of our common shares against certain liabilities, including liabilities arising under the Securities Act.

Some of the underwriters, dealers or agents used by us or the Selling Shareholder in any offering of securities under this prospectus may be customers of, engage in transactions with, and perform services for us and/or the Selling Shareholder, as applicable, or affiliates of ours and/or theirs, as applicable, in the ordinary course of business. Underwriters, dealers, agents and other persons may be entitled under agreements which may be entered into with us and/or the Selling Shareholder to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to be reimbursed by us and/or the Selling Shareholder for certain expenses.  As of the date of this prospectus, we are not a party to any agreement, arrangement or understanding between any underwriter,  agent, broker or dealer and us with respect to the offer or sale of the securities pursuant to this prospectus.

At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from the Selling Shareholder and any discounts, commissions or concessions allowed or re-allowed or paid to underwriters, dealers or agents; any securities exchanges on which the securities may be listed; the method of distribution of the securities; the terms of any agreement, arrangement or understanding entered into with the underwriters, brokers or dealers; and any other information we think is important. Furthermore, we, our executive officers, our directors and the selling shareholders may agree, subject to certain exemptions, that for a certain period from the date of the prospectus supplement under which the securities are offered, we and they will not, without the prior written consent of an underwriter, offer, sell, contract to sell, pledge or otherwise dispose of any of our common shares or any securities convertible into or exchangeable for our common shares. However, an underwriter, in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice. We expect an underwriter to exclude from these lock-up agreements, securities exercised and/or sold pursuant to trading plans entered into by the selling shareholders pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans.

Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through Nasdaq, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.

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DESCRIPTION OF SHARE CAPITAL

The following is a description of the material terms of our common shares and includes a summary of specified provisions of our bye-laws. This description is qualified by reference to our bye-laws, which are incorporated herein by reference.

General

Our constitutional documents provide for the issuance of 100,000,000 common shares, par value $0.0001, of which 64,961,433 common shares are issued and outstanding as of the date of this prospectus, and 1,000,000 preferred shares, par value $0.0001, of which 0 preferred shares are issued and outstanding as of the date of this prospectus.

Common Shares

The holders of our common shares will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares that vote for the election of directors can elect all of the directors. Directors are elected to a staggered board, which may discourage, delay or prevent a change in control of the Company.

Holders of our common shares will not have any conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common shares.

Preferred Shares

The Company’s memorandum of association and amended and restated bye-laws authorized the issuance of 1,000,000 blank check preferred shares with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common shares. In addition, the preferred shares could be utilized as a method of discouraging, delaying or preventing a change in control of the Company.

Dividends

The payment of dividends is entirely within the discretion of the Board and is contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent. Under Bermuda law, the board of directors has no discretion to declare or pay a dividend if there are reasonable grounds for believing that the Company is, or would after the payment be, unable to pay its liabilities as they become due or the realizable value of the Company’s assets would thereby be less than its liabilities.

Transfer Agent

Our transfer agent for our common shares is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Market Listing

Our common shares are listed on Nasdaq under the symbol “PANL”.

Holders of Common Shares

As of January 14, 2025, we had approximately 15 record holders of our common shares, based on information provided by our transfer agent. The foregoing number of record holders does not include an unknown number of shareholders who hold their shares in “street name.”

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Comparison between Bermuda and United States

The Company is an exempted company organized under the Bermuda Companies Act. The Bermuda Companies Act differs in some material respects from laws generally applicable to United States companies and their shareholders. However, a general permission issued by the Bermuda Monetary Authority results in the Company’s common shares being freely transferable among persons who are residents and non-residents of Bermuda. Each shareholder, whether a resident or non-resident of Bermuda, is entitled to one vote for each share of stock held by the shareholder.

Taxes

There is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Protection Act 1966, as amended, that in the event any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to it, to any of its operations or to its shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda.

There is no reciprocal tax treaty between Bermuda and the United States that affects the Company or its shareholders.

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LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Appleby (Bermuda) Limited, Canon’s Court, 22 Victoria Street, Hamilton HM with respect to matters of Bermuda law and by Seward & Kissel LLP, One Battery Park Plaza New York, New York 10004, with respect to matters of U.S. federal law.

EXPERTS

The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The combined financial statements of Renaissance incorporated by reference in this prospectus for the year ended December 31, 2023, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, incorporated by reference therein, and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The offices of Ernst & Young LLP are located at One Raffles Quay, North Tower, Level 18, Singapore 048583.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed the Form S-3 under the Securities Act with the SEC with respect to the common shares offered by this prospectus. This prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, some of which is contained in exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common shares, we refer you to the Registration Statement, including the exhibits filed as a part of the Registration Statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the Registration Statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. You may read and copy reports, proxy statements and other information filed by us with the SEC at the SEC web site: http://www.sec.gov.

We are subject to the informational and reporting requirements of the Securities Exchange Act of 1934, as amended, and have filed and will file annual, quarterly and current reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.pangaeals.com. You may access these materials free of charge as soon as is reasonably practicably after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus certain information that we have filed with the SEC, which means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to those documents. The information incorporated by reference is an important part of this prospectus. You should not assume that the information in this prospectus is current as of any date other than the date of this prospectus, and you should not assume that the information contained in a document incorporated by reference is accurate as of any date other than the date of such document (or, with respect to particular information contained in such document, as of any date other than the date set forth within such document as the date as of which such particular information is provided). We incorporate by reference into this prospectus (i) the documents listed below, (ii) any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act following the date of this prospectus and prior to the termination of the offering covered by this prospectus and any prospectus supplement, and (iii) filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of the Registration Statement of which this prospectus is a part and prior to the effectiveness of such Registration Statement, in each case, other than information furnished to the SEC (including, but not limited to, information furnished under Items 2.02 or 7.01 of Form 8-K and any corresponding information furnished with respect to such Items under Item 9.01 or as an exhibit) and which is not deemed filed under the Exchange Act:

•

our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on January 13, 2025;

•

our Quarterly Reports on Form 10-Q/A for the quarter ended March 31, 2024 filed with the SEC on January 13, 2025, for the quarter ended June 30, 2024 filed with the SEC on January 13, 2025, and the Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 12, 2024;

•

our Definitive Proxy Statements on Schedule 14A, filed with the SEC on June 24, 2024 and on December 18, 2024; and

•

our Current Reports on Form 8-K, filed with the SEC on March 15, 2024, May 9, 2024, August 8, 2024, August 9, 2024, September 24, 2024, September 24, 2024, November 13, 2024, November 13, 2024, December 30, 2024 and January 6, 2025.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference in this prospectus. Requests for such documents should be directed to:

Pangaea Logistics Solutions Ltd.
109 Long Wharf
Newport, Rhode Island 02840
[phone]

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PANGAEA LOGISTICS SOLUTIONS LTD.

18,359,342 Common Shares Offered by the Selling Shareholder

PROSPECTUS

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of the amounts of all expenses payable by us in connection with the registration of the common shares offered hereby. With the exception of the Registration Fee, the amounts set forth below are estimates.

SEC Registration Fee		$	14,958.02
Legal Fees and Expenses			75,000
Accounting Fees and Expenses			100,000
Miscellaneous			10,041.98
Total		$	200,000

Item 15. Indemnification of Directors and Officers.

Section 98 of the Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may in its bye-laws or in any contract or arrangement between the company and any officer, or any person employed by the company as auditor, exempt such officer or person from, or indemnify him in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty in relation to the company or any subsidiary thereof.

We have adopted provisions in our bye-laws that provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. Our bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Insurance. We maintain directors’ and officers’ liability insurance, which covers directors and officers of our Company against certain claims or liabilities arising out of the performance of their duties.

Indemnification Agreements. The Registration Rights Agreement provides for indemnification of our directors and officers to the fullest extent permitted by applicable Bermuda law against all expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by any such person in actions or proceedings, including actions by us or in our right, arising out of such person’s services as our director or officer, any of our subsidiaries or any other company or enterprise to which the person provided services at our Company’s request.

Item 16. Exhibits and Financial Statement Schedules

The exhibits to the Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

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Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that subparagraphs (1)(i), (1)(ii), and (1)(iii) above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	Not applicable.

(5)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

If the registrant is relying on Rule 430B:

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus related, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(6)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

(a)

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(7)	Not applicable.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) – (f)

[Reserved]

(g)	Not applicable.

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(i) – (k)

Not applicable.

II-3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport, Rhode Island on January 15, 2025.

			Pangaea Logistics Solutions Ltd.
			By:	/s/ Mark Filanowski
			Name:	Mark L. Filanowski
			Title:	Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Edward S. Horton, Nicholas Katsanos, Kevin Gallagher and Michael Indelicato, as his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on January 15, 2025.

Signature	Title
/s/ Mark L. Filanowski   Mark L. Filanowski	Principal Executive Officer and Director
/s/ Gianni DelSignore Gianni DelSignore	Principal Financial Officer and Principal Accounting Officer
/s/ Mads Rosenberg Boye Petersen Mads Rosenberg Boye Petersen	Chief Operating Officer
/s/  Richard T. du Moulin  Richard T. du Moulin	Chairman of the Board and Director
/s/ Anthony Laura       Anthony Laura	Director
/s/ Carl Claus Boggild  Carl Claus Boggild	Director
/s/ Karen H. Beachy Karen H. Beachy	Director
/s/ Eric S. Rosenfeld   Eric S. Rosenfeld	Director
/s/ David D. Sgro David D. Sgro	Director

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EXHIBIT INDEX

Exhibit no.	Description
2.1	Agreement and Plan of Merger, dated September 23, 2024, with Strategic Shipping Inc., Renaissance Holdings LLC and Renaissance Merger Sub LLC (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K on September 24, 2024).
3.1	Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed on February 4, 2015).
3.2	Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed on February 4, 2015).
4.1	Investor and Registration Rights Agreement, dated December 30, 2024, between the Company and Strategic Shipping Inc.
5.1	Opinion of Appleby (Bermuda) Limited, Bermuda Counsel to the Company.
8.1	Opinion of Seward & Kissel LLP, with respect to certain tax matters.
23.1	Consent of the Company’s Independent Registered Public Accounting Firm.
23.2	Consent of Renaissance’s Independent Registered Public Accounting Firm.
23.3	Consent of Appleby (Bermuda) Limited (included in opinion filed as Exhibit 5.1).
24.1	Power of attorney (included on signature page).
107	Filing Fee Table.

Exhibit 4.1

EXECUTED VERSION

INVESTOR AND REGISTRATION RIGHTS AGREEMENT

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PANGAEA LOGISTICS SOLUTIONS LTD.

INVESTOR AND REGISTRATION RIGHTS AGREEMENT

THIS INVESTOR AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2024, by and among Pangaea Logistics Solutions Ltd. a company incorporated under the laws of Bermuda (the “Company”), and Strategic Shipping Inc. (the “Investor”).

RECITALS

WHEREAS, the Company, Renaissance Holdings LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of the Investor (“Renaissance”), Renaissance Merger Sub LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”) and the Investor have entered into that certain Agreement and Plan of Merger dated as of September 23, 2024 (the “Merger Agreement”) pursuant to which and subject to the conditions set forth therein the Company, the Investor, Renaissance and Merger Sub have approved the acquisition of Renaissance by the Company by means of a merger of Merger Sub with and into Renaissance (the “Merger”), with Renaissance continuing as the surviving company and an indirect wholly-owned subsidiary of the Company.

WHEREAS, pursuant to the terms of the Merger Agreement, upon the consummation of the Merger, Investor shall be the holder of an aggregate of 18,059,342 Common Shares issued by the Company in exchange for all of the issued and outstanding limited liability company interests of Renaissance.

WHEREAS, in order to induce the Investor to enter into the Merger Agreement, the Company and the Investor hereby agree that this Agreement shall govern, among other things and subject to the terms and condition set forth herein (i) the rights of the Investor to cause the Company to register the Common Shares issued to the Investor pursuant to the Merger Agreement (the “Merger Consideration Shares”) and certain Common Shares that the Investor may acquire from time to time; (ii) Investor’s right to have up to two (2) members appointed to the Company’s Board of Directors and certain committees thereof upon the consummation of the Merger; (iii) Investor’s right to participate in certain future equity issuances by the Company; and (iv) certain other matters as set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.     Definitions.  For purposes of this Agreement:

1.1     “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person.

1.2     “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained

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therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, (iii) the Company has a bona fide business purpose for not making such information public, and (iv) such disclosure (a) would be reasonably likely to have an adverse impact on the Company, (b) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (iii) relates to information the accuracy of which has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all reasonable action as necessary to promptly make such determination and conclude such investigation or inquiry.

1.3     “Board of Directors” means the board of directors of the Company.

1.4     “Beneficial Ownership” or to “Beneficially Own” shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and shall include any direct or indirect interest in securities which gives a person or entity (acting alone or with others) the power to vote, dispose of or direct the voting or disposition of the securities. It also includes any securities of which such person or entity has the right to acquire (acting alone or with others) beneficial ownership within sixty days after a given date through exercise of an option, warrant or conversion right or the power of revocation or automatic termination of a trust, discretionary account or similar arrangement.

1.5     “Bylaws” means the Company’s Bylaws, as amended and/or restated from time to time.

1.6     “Business Day” means a day other than Saturday, Sunday or other day on which commercial banks located in New York, New York are authorized or required by applicable law to close.

1.7     “Change of Control” means and will be deemed to have occurred if:

(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.

1.8     “Common Shares” means common shares of the capital of the Company from time to time.

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1.9     “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

1.10     “Exchange Act” means the Securities Exchange Act of 1934 of the United States of America, as amended, and the rules and regulations promulgated thereunder.

1.11     “Fundamental Transaction” means any transaction whereby (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another party whereby such other party acquires more than 50% of the outstanding Common Shares; (iii)  the Company (or any subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged for other securities, cash or property (other than a stock split), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement (other than a stock split)) with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the voting power of the outstanding Common Shares and preferred shares of the Company.

1.12     “Form S‑1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.13     “Form S‑3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.14     “Holder” means the Investor and any other holder of Registrable Securities who is or who becomes a party to this Agreement.

1.15     “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural person referred to herein.

1.16     “Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make

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the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

1.17     “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.18     “Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

1.19     “Registrable Securities” means (i) the Common Shares issued to the Investor in connection with the consummation of the Merger and any Common Shares acquired by the Investor from time to time following the closing of the Merger; and (ii) any Common Shares issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Common Shares referenced in clause (i) above and excluding for purposes of Section 2 any Common Shares for which registration rights have terminated pursuant to Section 2.14 of this Agreement.

1.20     “Registration” shall mean a registration, including any related Underwritten Shelf Takedown, effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

1.21     “SEC” means the United States Securities and Exchange Commission.

1.22     “SEC Guidance” means (i) any publicly available written questions and answers, guidance, forms, comments, requirements or requests of the SEC or its staff, (ii) the Securities Act and (iii) any other rules and regulations of the SEC.

1.23     “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.24     “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.25     “Securities Act” means the Securities Act of 1933 of the United States of America, as amended, and the rules and regulations promulgated thereunder.

1.26     “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder.

2.     Registration Rights.  The Company covenants and agrees as follows:

2.1     Shelf Registration.  Within five (5) Business Days following the closing of the Merger, the Company shall file with the SEC a Registration Statement for a Shelf Registration on Form S-3 and, if the Company is then a well-known seasoned issuer, the Registration Statement shall be an automatically effective registration statement on Form S-3ASR (or, if the Company is not then eligible to use a Form S-3, a Registration Statement for a Shelf Registration on Form S-1) (the “Shelf Registration

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Statement”) covering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing) 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.  Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Holders named therein.  The Company shall maintain a Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration Statement) to a Shelf Registration Statement on Form S-3 as soon as practicable. In the event the Company files a Shelf Registration Statement on Form S-1 or Form S-3 and thereafter becomes a well-known seasoned issuer, the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 or Form S-3 (and any Subsequent Shelf Registration Statement) to a Shelf Registration Statement on Form S-3ASR as soon as practicable.

Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Shelf Registration Statement (as of the effective date of such Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.

2.2     Subsequent Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 2.7, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement” and, together with the Shelf Registration Statement, the “Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing).  If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form at the time of filing.

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2.3     Additional Registrable Securities. Subject to Section 2.7, in the event that the Investor becomes the holder of Registrable Securities subsequent to the consummation of the Merger, the Company, upon written request of the Investor, shall promptly use its commercially reasonable efforts to cause the resale of such additional Registrable Securities to be covered by either, at the Company’s option, any then available Shelf Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement, and cause the same to become effective as soon as practicable after filing such Shelf Registration Statement or Subsequent Shelf Registration Statement; provided, however, that the Company shall not be required by this Section 2.3 to cause fewer than 100,000 additional Registrable Securities to be so covered in any Shelf Registration Statement or Subsequent Shelf Registration Statement.

2.4     Requests for Underwritten Shelf Takedowns.

(i)     Subject to Section 2.7, at any time and from time to time when an effective Shelf Registration Statement is on file with the SEC, one or more Holders (a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering price of at least $10.0 million in the aggregate (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.  A majority-in-interest of the Demanding Holders shall have the right to select the underwriter or underwriters in connection with an Underwritten Shelf Takedown (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed).  Holders may demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.4 within any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any underwritten offering pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

(ii)     If the managing underwriter or underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company and the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Shares or other equity securities that the Company desires to sell and all other Common Shares or other equity securities, if any, that have been requested to be sold in such underwritten offering pursuant to separate written contractual piggy-back registration rights held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such underwritten offering, before including any Common Shares or other equity securities proposed to be sold by the Company or by other holders of Common Shares or other equity securities, the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such Underwritten Shelf

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Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

(iii)     Prior to the pricing of such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the underwriter or underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that the Investor may elect to have the Company continue an Underwritten Shelf Takedown if the Investor still wants to participate in the Underwritten Shelf Takedown. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 2.4(iii).

2.5     Piggyback Registration.

(i)     If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 1.4), other than a Registration Statement (or any registered offering with respect thereto) (a) filed in connection with any employee stock option or other benefit plan, (b) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to SEC Rule 145 under the Securities Act or any successor rule thereto), (c) for an offering of debt that is convertible into equity securities of the Company, or (d) for a dividend reinvestment plan, then the Company shall give written notice of such proposed offering to all Holders of Registrable Securities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to an existing Registration Statement, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters (if any) in connection with an Underwritten Shelf Takedown, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Except with respect to an Underwritten Shelf Takedown under Section 1.4, the rights provided under this Section 2.5 shall not be available to any Holder at such time as there is an effective Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1. Subject to Section 2.5(ii), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.4 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the

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intended method(s) of distribution thereof.  The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the underwriter or underwriters in connection with an Underwritten Shelf Takedown.

(ii)     If the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common Shares or other equity securities that the Company desires to sell, taken together with (a) Common Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (b) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (c) Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:

(a)     if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering (A) first, Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.4, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such underwritten offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such underwritten offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities;

(b)     if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Common Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.4, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such underwritten offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such underwritten offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other equity securities, if any, as to

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which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and

(c)     if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.5 hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.5(ii).

(iii)     Any Holder of Registrable Securities (other than a Demanding Holder), whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.4(iii) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) in connection with an Underwritten Shelf Takedown of his, her or its intention to withdraw from such Piggyback Registration prior to the pricing of such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.4(iii)), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.5.

2.6     Market Stand-off.  In connection with any Underwritten Shelf Takedown, if requested by the managing underwriter or underwriters, each Holder that is, or is controlled by an executive officer or director of the Company, agrees that, to the extent such Holder participates in such underwritten offering, it shall not Transfer any Common Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the thirty (30)-day period, or such other longer or shorter time period agreed to by the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown, beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown otherwise agree by written consent. Each such Holder agrees to execute a customary lock-up agreement in favor of the underwriter or underwriters in connection with an Underwritten Shelf Takedown to such effect (in each case on substantially the same terms and conditions as all such Holders).

2.7     Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights

(i)     Upon receipt of written notice from the Company that: (a) a Registration Statement or Prospectus contains a Misstatement; (b) any request by the SEC for any amendment or supplement to any Registration Statement or Prospectus or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement or Prospectus, such Registration Statement or Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or (c) upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, the Investor and each other Holder shall forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement

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covering such Registrable Securities until (A) in the case of (a) or (b), it has received copies of a supplemented or amended Prospectus (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed, or (B) in the case of (c), until the restriction on the ability of “insiders” to transact in the Company’s securities is removed, and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

(ii)     Subject to Section 2.7(iii), if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith judgment of the majority of the Board of Directors such Registration, be detrimental to the Company and the majority of the Board of Directors concludes as a result that it is advisable to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to the Investor and each other Holder (which notice shall not specify the nature of the event giving rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this Section 2.7, the Investor and the other Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until the Investor or other Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents.

(iii)     The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement or registered offering pursuant to this Section 2.7 shall be exercised by the Company, in the aggregate, for not more than forty-five (45) calendar days during any twelve (12)-month period, provided, however, that no delay or suspension exercised by the Company pursuant to this Agreement shall be effective unless all directors are subject to a trading blackout of equal time and such delay or suspension is applicable to all other selling security holders named in any effective, pending or proposed registration statement filed (or proposed to be filed) by the Company pursuant to the Securities Act and, provided further, the Company shall not offer, sell or issue any securities during the time that any delay or suspension of the Registration Statement pursuant to this Agreement is in effect, other than issuances pursuant to an award under the Company’s equity incentive plan.

2.8     Obligations of the Company.  Whenever required under this Section 2 to effect the registration of Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(i)     prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or have ceased to be Registrable Securities;

(ii)     prepare and file with the SEC such amendments and supplements to such Registration Statement, and the Prospectus used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement;

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(iii)     furnish to each Holder such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(iv)     use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(v)     in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such Underwritten Shelf Takedown;

(vi)     use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(vii)     provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(viii)     promptly make available for inspection by the Holders, any underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(ix)     notify each selling Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(x)     after such Registration Statement becomes effective, notify each Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

2.9     Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is required by applicable law to effect the registration of such Holder’s Registrable Securities.

2.10     Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, listing, and qualification fees, including with respect to any filings required to be made with the SEC

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or FINRA or compliance with any securities or “Blue Sky” laws; printers’ and accounting fees; and fees and disbursements of counsel for the Company (but for the avoidance of doubt not including legal fees of counsel for the Holders, if any), shall be borne and paid by the Company.  All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.11     [Reserved]

2.12     Indemnification.  If any Registrable Securities are included in a registration statement under this Section 2:

(i)     To the extent permitted by law, the Company will indemnify and hold harmless each Holder, and the partners, members, officers, directors, and shareholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.12 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder expressly for use in connection with such registration, except to the extent such information has been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim.

(ii)     To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in such registration and that has not been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.12 shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder) except in the case of willful fraud or gross negligence by such Holder.

(iii)     Promptly after receipt by an indemnified party under this Section 2.12 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made

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against any indemnifying party under this Section 2.12, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.12, only to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.12.

(iv)     To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (a) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.12 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.12 provides for indemnification in such case, or (b) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.12, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (A) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.12, when combined with the amounts paid or payable by such Holder exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful fraud or misconduct by such Holder.

(v)     Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed by the foregoing provisions of this Section 2.12 that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions.

(vi)     Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this

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Section 2.12 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement or any provision(s) of this Agreement.

2.13     Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S‑3, the Company shall:

(i)     make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144;

(ii)     use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iii)     furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form S‑3.

2.14     Termination of Registration Rights.  The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Sections 2.1 or 2.2 shall terminate upon the earliest to occur of (i) the closing of a winding up event, as such term is described in the Bylaws, (A) in which the consideration received by the Holder in such winding up event is in the form of cash and such that the Investor no longer holds any Registrable Securities, or (B) in which the Holder received publicly traded securities and the Holder receives rights from the acquiring company or other successor to the Company reasonably comparable to those set forth in this agreement; (ii) such time that the Holder may sell all of the Holder’s Registrable Securities under SEC Rule 144, or another similar exemption under the Securities Act without limitation (including volume limitations) during a three‑month period and all restrictive legends have been removed from all of the Common Shares owned by such Holder; and (iii) such time as there are no Registrable Securities.

3.     Board of Directors Representation.

3.1     Appointment and Nomination of Directors.

(i)     For so long as the Investor has Beneficial Ownership of at least twenty percent (20%) of the issued and outstanding Common Shares, the Investor shall have the right to designate up to two (2) members of the Board of Directors (each an “Investor Designee” and collectively the “Investors Designees”) and for so long as the Investor has Beneficial Ownership of at least ten percent (10%) but less than twenty percent (20%) of the issued and outstanding Common Shares, the Investor shall have the right to designate one (1) Investor Designee.  Each Investor Designee shall, in the reasonable judgment of the Board of Directors (a) have the requisite skill and experience to serve as a director of a publicly traded company, (b) not be prohibited or disqualified from serving as a director of the Company pursuant to any rule or regulation of the SEC, Nasdaq Stock Market (or, if different, the listing exchange on which the Common Shares are then traded) or by applicable law, rule or regulation, and (c) otherwise be reasonably acceptable to the Company, and at least one of the Director Designees shall be determined in the reasonable judgement of the Board of Directors to be independent as determined in accordance with Nasdaq Stock Market Rules

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5605(a)(ii) and 5605-6.  At the Company’s request, Investor will cause each Investor Designee to complete and execute the Company’s standard Director and Officer Questionnaire prior to being appointed to the Board of Directors or being nominated for re-election.  In the event of the death, disability, resignation, removal for cause, disqualification or termination of service of an Investor Designee for any other reason during such time as Investor has the right to designate one or more Investor Designees, the resulting vacancy shall be filled by the Board of Directors with a replacement Investor Designee designated by the Investor within a reasonable amount of time following the occurrence of such vacancy, provided, however, that if at the time such vacancy is created the Investor is entitled to designate two (2) Investor Designees and the remaining Investor Designee serving on the Board of Directors is not independent as determined in accordance with Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6, the replacement Investor Designee selected by the Investor must qualify as independent within the meaning of Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6.

(ii)     Prior to the closing of the Merger and subject to the Investor Designee qualifications set for in Section 3.1(i), the Company shall cause the Board of Directors to be expanded to add two (2) additional board seats, and shall cause the Investor Designees designated by the Investor pursuant to this Section 3.1 to be appointed to the Board of Directors to fill the vacancies created by such increase in the size of the Board of Directors immediately following the closing of the Merger.  Prior to each annual meeting of shareholders of the Company at which the Investor has the right to designate at lease one Investor Designee, the Company shall cause each Investor Designee the Investor is entitled to designate to be nominated for election by the shareholders of the Company to the Board of Directors at each annual meeting of shareholders at which directors are to be elected, shall solicit proxies in favor thereof, and at each annual meeting of the shareholders of the Company at which directors of the Company are to be elected, shall recommend that the shareholders of the Company elect to the Board of Directors each such Investor Designee at such annual meeting.

(iii)     Immediately following the appointment of the Investor Designees upon the closing of the Merger, the Board of Directors shall consist of nine (9) members, inclusive of the Investor Designees.  Concurrently with the appointment of the Investor Designees, at least one Investor Designee who shall have been determined to be independent pursuant to Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6, shall be appointed to serve on the Company’s compensation committee and such Investor Designee (or at the request of the Investor any alternate Investor Designee determined to be independent pursuant to Nasdaq Stock Market Rules 5605(a)(ii) and 5605-6 and otherwise qualified to serve on such committee) shall be reappointed annually to the compensation committee until such time the Investor no longer has the right to designate an Investor Designee pursuant to this Section 3.1.

(iv)     Until such time as the Investor no longer has the right to designate at least one Investor Designee pursuant to this Section 3.1, the Company shall not take any action that would result in a reduction in the proportional representation of the Investor Designees on the Board of Directors except in connection with the Company’s consummation of a merger or other Fundamental Transaction.

(v)     At such time as the Investor ceases to Beneficially Own at least ten percent (10%) of the issued and outstanding Common Shares of the Company, the Investor, at the request of the Board of Directors, shall use its commercially reasonable efforts to cause each Investor Designee then serving on the Board of Directors to resign from the Board of Directors, effective immediately prior to such time as a replacement director is nominated by the Board of Directors.

4.     Pre-emptive Rights, Beneficial Ownership

4.1     Pre-emptive Rights

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(i)     If at any time after the closing of the Merger the Company proposes to issue additional Common Shares other than in a Fundamental Transaction (a “Subject Issuance”), then, subject to the provisions set forth below, the Investor shall have the right to purchase from the Company, for cash, its pro rata share of all Common Shares issued in such Subject Issuance at the same price per share (or, if such Subject Issuance was for other than cash, at a price equal to the per share value ascribed to such Common Shares) and other terms and conditions of the Subject Issuance in order to maintain the Investor’s Beneficial Ownership percentage.  For purposes of this Section 4.1, the Investor’s pro-rata share is equal to the ratio of (a) the number of Common Shares Beneficially Owned by the Investor and its Affiliates at the time notice of the proposed issuance is given, to (b) the total number of Common Shares (including all Common Shares issued or issuable upon the exercise of any outstanding employee stock options) outstanding immediately prior to the issuance of such Common Shares.  Notwithstanding the preceding sentence, in the event the issuance of Common Shares or other equity securities issued pursuant to the Company’s equity incentive plan (a “Plan Issuance”) would result in the Investor’s Beneficial Ownership of Common Shares immediately following such Plan Issuance being less than twenty-five percent (25%) of the issued and outstanding Common Shares, Investor shall have the right to acquire from the Company for cash such number of Common Shares or other equity securities necessary to result in Investor owning at least twenty-five percent (25%) of the issued and outstanding Common Shares (as measured above) immediately following the Plan Issuance at a price equal to the per share price of the securities issued in the Plan Issuance.

(ii)     If at any time after the closing of the Merger the Company proposes to issue any equity or debt security convertible into Common Shares other than in a Fundamental Transaction, in connection with a dividend, stock split or other distribution of Common Shares, or pursuant to the Company’s equity incentive plan (a “Subject Convertible Security Issuance”), the Investor shall have the right to participate in such Subject Convertible Security Issuance on terms no less favorable to the Investor than to any other purchaser in such Subject Convertible Security Issuance, the specific terms of Investor’s participation to be in line with the Investor’s pre-emptive rights contemplated herein and mutually agreed by the Company and Investor in good faith at the time of such Subject Convertible Security Issuance.

(iii)     If the Company proposes to issue Common Shares or other securities convertible into Common Shares in a Subject Issuance or a Subject Convertible Security Issuance, the Company shall give the Investor written notice (the “Pre-emptive Right Notice”) of its intention, describing the Common Shares or other securities and the price and other terms and conditions upon which the Company proposes to issue the same or such terms as mutually agreed by the Company and Investor pursuant to 4.1(ii), above.  Investor shall have five (5) Business Days from the date the Pre-emptive Right Notice is deemed given (the “Response Period”) to exercise its right to purchase all, but not less than all, of its pro rata share of the Common Shares or other securities on the terms and conditions specified in the Pre-emptive Right Notice by giving written notice thereof to the Company. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Common Shares or other securities to the Investor if doing so would cause the Company to be in violation of applicable securities laws by virtue of such offer or sale; provided that the Company shall use its reasonable best efforts to complete the sale (if applicable) in a transaction that complies with applicable law.  The Company shall have sixty (60) days after the earlier of (a) the termination of the Response Period and (b) receipt of the Investor’s response to exercise or not exercise its pre-emptive rights hereunder to sell the Common Shares or other securities in respect of such Subject Issuance or Subject Convertible Security Issuance on terms no more favorable to the purchasers thereof, after which the Company shall deliver another Pre-emptive Right Notice in accordance with the provisions set forth above.

4.2     Ownership Limitation

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(i)     Nothing set forth in this Agreement shall prohibit or restrict the Investor from acquiring, in open market transactions or otherwise, additional Common Shares or other securities of the Company, subject to the Company’s insider trading policy in effect on July 22, 2024 (“Additional Investor Share Purchases”), provided that, subject to the following clause of this Section 4.2, Investor shall not become, through Additional Investor Shares Purchases or otherwise, the Beneficial Owner of in excess of thirty percent (30%) of the issued and outstanding Common Shares (the “Beneficial Ownership Limitation”) at any time; provided further, that the Investor Beneficial Ownership Limitation shall be automatically waived if (A) the Board of Directors has consented to such acquisition or (B) in the event and at such time that the Board of Directors reasonably determines that the Company (including without limitation acting through its Board of Directors or any committee thereof) has commenced negotiations with respect to the terms of a potential transaction between the Company and any Person that may reasonably be expected to result in a Change of Control of the Company immediately following the consummation of such transaction (a “Qualifying Transaction”).  For the avoidance of doubt, the Company’s request solely for additional information relating to a potential transaction shall not be deemed to constitute the negotiations of the terms of a transaction that, if consummated, may reasonably be expected to constitute a Qualifying Transaction.

5.     Miscellaneous.

5.1     Successors and Assigns.  The Investor’s rights pursuant to Section 3 and Section 4 of this Agreement may be assigned by the Investor to one or more Affiliates of the Investor subject to compliance with clause (i) and (ii) of the following sentence of this Section 5.1 by the Investor and its affiliated assignees.  The rights under this Agreement other than the rights granted pursuant to Section 3 and Section 4 may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities; provided, however, that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (ii) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement. For the purposes of determining the number of Registrable Securities held by a transferee, the holdings of a transferee that is an Affiliate or shareholder of a Holder shall be aggregated together and with those of the transferring Holder. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

5.2     Governing Law.  This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.

5.3     Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.4     Titles and Subtitles.  The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

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5.5     Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on the signature pages hereto, or (as to the Company) to the principal office of the Company and to the attention of the Chief Executive Officer, or, in any case, to such email address or address as subsequently modified by written notice given in accordance with this Section 5.5. If notice is given to the Company, a copy (which copy shall not constitute notice) shall also be sent to Seward & Kissel LLP, One Battery Park Plaza, New York, New York, 10004, Attention: Edward Horton ([e-mail]), and if notice is given to the Investor, a copy (which copy shall not constitute notice) shall also be sent to Seward & Kissel LLP, One Battery Park Plaza, New York, New York, 10004, Attention: Keith Billotti ([e-mail]).

5.6     Amendments and Waivers.  Any term of this Agreement may be amended, modified or terminated and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Investor.

5.7     Severability.  In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

5.8     Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

5.9     Inconsistent Agreements.  The Company is not currently a party to, and shall not hereafter enter into without the prior written consent of the Investor, any agreement with respect to its securities that is inconsistent with the rights granted to the Investor by this Agreement, including allowing any other holder or prospective holder of any securities of the Company registration rights in the nature or substantially in the nature of those set forth in Section 2 that would have priority over the Registrable Securities with respect to the inclusion of such securities in any Registration.  In addition, the Company covenants and agrees that it shall take no action or enter into any agreement or arrangement that in any manner materially delays, impedes, prohibits, limits, frustrates or has the effect of nullifying any of the Investor’s rights hereunder.

5.10     Specific Performance. The Company and the Investor agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms thereof, that monetary damages may not be adequate compensation for any loss incurred in connection therewith and that the parties thereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions thereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity, and the parties to this Agreement waived any requirement for the posting of any bond or similar collateral in connection therewith. The parties to this Agreement agreed

19

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to waive in any action for specific performance of any such obligation (other than in connection with any action for temporary restraining order) the defense that a remedy at law would be adequate.

5.11     Legend Removal.  The Company covenants and agrees to instruct its transfer agent to remove and will remove any restrictive legend with respect to any Common Shares held by any Holder (“Holder Common Shares”) within one (1) trading day of the earlier of (1) the date that any Holder’s Common Shares are sold or transferred pursuant to Rule 144 under the Securities Act (subject to all applicable requirements of Rule 144 being met) or pursuant to the Registration Statement registering such Holder’s Common Shares for resale, and (2) the earlier of the date (x) that is one year from the date of issuance of the Holder Common Shares or (y) that the Holder Common Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144I(1) (or Rule 144(i)(2), if applicable) or the volume and manner of sale limitations under Rule 144(e), (f) and (g) under the Securities Act; provided, that Holder shall have timely provided customary representations and stock transfer information to the Company, its counsel and/or its transfer agent in connection therewith.  The Company shall further provide or cause to be provided to its transfer agent within one (1) business day of the effectiveness of the Shelf Registration Statement a blanket legal opinion authorizing the removal of the restrictive legends from any Holder Common Shares in accordance with the first sentence of this Section 5.11.  Any reasonable and documented fees (with respect to the transfer agent, the Company’s counsel or otherwise) associated with the issuance of any legal opinion required by the Company’s transfer agent or the removal of such legend shall be borne by the Company.

5.12     Section 16 Filings.  The Company covenants and agrees that, at the request of each Investor Designee then sitting on the Board of Directors, the Company will prepare and cause to be filed with the SEC any filing required to be made by such Investor Designee pursuant to Section 16 of the Exchange Act with respect to his or her ownership of Common Shares, subject to written approval of the filing by such director.

5.13     Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or non-defaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

(signature page follows)

20

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IN WITNESS WHEREOF, the parties have executed this Investor and Registration Rights Agreement as of the date first written above.

EXECUTED by

PANGAEA LOGISTICS SOLUTIONS LTD

By: /s/Mark Filanowksi

Name: Mark Filanowski

Title: Chief Executive Officer

[Signature Page to Investor and Registration Rights Agreement]

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STRATEGIC SHIPPING INC.

By: /s/ Christina Tan

Name: Christina Tan

Title: Vice President

[Signature Page to Investor and Registration Rights Agreement]

Exhibit 5.1

	Pangaea Logistics Solutions Ltd.	Email  [e-mail]
	109 Long Wharf	Direct Dial  1 441 298 3559
	Newport RI, 02840
		Your Ref
		Appleby Ref  428932.0014/JW/KC
		15 January 2025
Bermuda Office Appleby (Bermuda) Limited Canon's Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Tel [phone] Fax [phone] applebyglobal.com

Dear Sirs

Pangaea Logistics Solutions Ltd. (Company)

We have acted as legal counsel in Bermuda to the Company and this opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the U.S. Securities and Exchange Commission (Commission) under the Securities Act of 1933, as amended (Securities Act), of a Registration Statement on Form S-3, as thereafter amended or supplemented (Registration Statement), with respect to the sale by the selling shareholders of the Company in one or more offerings of up to 18,359,342 common shares of par value $0.0001 each in the capital of the Company (Selling Shareholder Shares) pursuant to the prospectus constituting part of the Registration Statement.

For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (Documents).

ASSUMPTIONS

In stating our opinion we have assumed:

1.

the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;

2.	that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

3.	the genuineness of all signatures on the Documents;

Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009.  "Partner" is a title referring to a director, shareholder or an employee of the Legal Practice.  A list of such persons can be obtained from your relationship partner.
		1
	Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

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4.	the authority, capacity and power of each of the persons signing the Documents (other than the Company);

5.	that any representation, warranty or statement of fact or law, other than as to the laws of Bermuda, made in any of the Documents is true, accurate and complete;

6.

that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions adopted by the Board of Directors of the Company (Board) as unanimous written resolutions of the Board and that there is no matter affecting the authority of the Directors to effect entry by the Company into the Registration Statement, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

7.	that, when the Directors of the Company passed the Resolutions, each of the Directors discharged his fiduciary duties to the Company and acted honestly and in good faith with a view to the best interests of the Company;

8.	that the Company has filed the Registration Statement in good faith for the purpose of carrying on its business and that, at the time it did so, there were reasonable grounds for believing that the activities contemplated by the Registration Statement would benefit the Company; and

9.	that the general permissions contained in the Notice remain in full force and effect on the date on which the Company issues or transfers any securities.

OPINION

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that the Selling Shareholder Shares are validly issued, fully paid and non-assessable shares in the capital of the Company.

RESERVATIONS

We have the following reservations:

1.	We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda.  This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

		2
	Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

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2.	Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of, such other jurisdiction.

3.

Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of the shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

DISCLOSURE

This opinion is addressed to you in connection with the Registration Statement.  We consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement but it is not to be made available, or relied on by any other person or entity, or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the Commission in connection with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority.  As Bermuda attorneys we are not qualified to opine on matters of law of any jurisdiction other than Bermuda and accordingly we do not admit to being an expert within the meaning of the Securities Act.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change.

This opinion is governed by and is to be construed in accordance with Bermuda law.  It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/ Appleby (Bermuda) Limited

		3
	Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

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SCHEDULE

1.	Certified copies of the Certificate of Incorporation on Change of Name, Certificate of Incorporation, Amended and Restated Memorandum of Association (Memorandum of Association) and Bye-Laws adopted for the Company (collectively referred to as the Constitutional Documents).

2.	A pdf copy of the executed unanimous written resolutions of the Board effective 20 September 2024 (Resolutions).

3.	A Certificate of Compliance dated 30 December 2024 in respect of the Company issued by the Registrar of Companies of Bermuda.

4.	A certificate of a director and/or officer of the Company dated 30 December 2024.

5.	A copy of the notice to the public dated 1 June 2005 as issued by the Bermuda Monetary Authority under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 (Notice).

6.	A certified copy of the Register of Directors and Officers.

7.	The execution version of the Registration Statement.

		4
	Bermuda ¡ British Virgin Islands ¡ Cayman Islands ¡ Guernsey ¡ Hong Kong ¡ Isle of Man ¡ Jersey ¡ London ¡ Mauritius ¡ Seychelles ¡ Shanghai ¡ Zurich

Exhibit 8.1

	Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK  10004
	TELEPHONE:  (212)  574-1200 FACSIMILE:  [phone] WWW.SEWKIS.COM	901 K STREET, N.W. WASHINGTON, D.C. 20001 TELEPHONE:  [phone] FACSIMILE:  [phone]

January 15, 2025

Pangaea Logistics Solutions Ltd.

109 Long Wharf

Newport, Rhode Island 02840

Re: Pangaea Logistics Solutions Ltd.

Ladies and Gentlemen:

We have acted as United States counsel to Pangaea Logistics Solutions Ltd. (the "Company"), in connection with the Company's registration statement on Form S-3 (the "Registration Statement"), as filed on the date hereof with the U.S. Securities and Exchange Commission (the "Commission"), and as thereafter amended or supplemented (the "Registration Statement"), relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of the resale of up to an aggregate of 18,359,342 shares of common stock, $0.0001 per share, of the Company (the "Shares"), to be offered by a selling shareholder named therein (the "Selling Shareholder").

In formulating our opinion, we have examined such documents as we have deemed appropriate, including the Registration Statement and the prospectus contained therein (the "Prospectus"). We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.

Based on the facts as set forth in the Company's annual report on Form 10-K/A for the fiscal year ended December 31, 2023 (the "Annual Report"), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described in the section entitled "Taxation" under Item 1 of the Annual Report, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters expressed in the Annual Report in the section entitled "Item 1. Taxation" are our opinions and accurately state our views as to the tax matters discussed therein.

Our opinions are based on the current provisions of the U.S. Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, which may be cited or used as precedents, and case law, any of which may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us in the Registration Statement, including by reference to the Company's Annual Report, without admitting we are "experts" within the meaning of the Securities Act or the rules and regulations of Commission promulgated thereunder with respect to any part of the Registration Statement.

	Very truly yours,
	/s/ Seward & Kissel LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 14, 2024, with respect to the consolidated financial statements and internal control over financial reporting of Pangaea Logistics Solutions Ltd. included in the Annual Report on Form 10-K/A for the year ended December 31, 2023, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts”.

/s/ GRANT THORNTON LLP

Boston, Massachusetts

January 15, 2025

Exhibit 23.2

EXHIBIT 107

 

Calculation of Filing Fee Table

 

Form S-3

(Form Type)

 

Pangaea Logistics Solutions Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule				Amount Registered				Proposed Maximum Offering Price Per Unit				Proposed Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to be paid		Equity		Common Stock, par value $0.0001 per share			457	(c)			18,059,342	(1)		$	5.41	(2)		$	97,701,040.2			$	0.00015310			$	14,958.02
				Total Offering Amounts			0				0				0			$	97,701,040.2				0			$	14,958.02
				Total Fee Offsets			0				0				0				--				0				--
				Net Fee Due			0				0				0				0				0			$	14,958.02

 

(1)	Shares of common stock will be offered for resale by the selling stockholder pursuant to the prospectus contained in the registration statement to which this exhibit is attached. The registration statement registers the resale of an aggregate of 18,059,342 shares of the registrant’s common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock being registered hereunder include an indeterminable number of additional shares of common stock that may be issuable as a result of stock splits, stock dividends or similar transactions.
(2)	Determined pursuant to Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Company’s common stock on The Nasdaq Capital Market on January 10, 2025, which date is a date within five business days prior to the filing of this registration statement.

 

Table 2: Fee Offset Claims and Sources

N/A

 

Table 3: Combined Prospectuses

N/A

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