Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Pangaea Logistics Solutions Ltd. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
G6891L105 (CUSIP Number) |
Strategic Shipping Inc. c/o M.T. Maritime Management (USA) LLC, 2960 Post Road Southport, CT, 06890 203-226-7882 Keith J. Billotti, Esq. Seward & Kissel LLP, One Battery Park Plaza New York, NY, 10004 (212) 574-1274 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G6891L105 |
| 1 |
Name of reporting person
Strategic Shipping Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,870,317.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | G6891L105 |
| 1 |
Name of reporting person
Strategic Investment LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,870,317.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Strategic Investment LLC is the sole shareholder of Strategic Shipping Inc. As such, it may be deemed to beneficially own the Common Shares (as defined below) that Strategic Shipping Inc. owns.
SCHEDULE 13D
|
| CUSIP No. | G6891L105 |
| 1 |
Name of reporting person
Pacific Star Private Trust Company Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARSHALL ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,870,317.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Pacific Star Private Trust Company Ltd. ("Pacific Star") is the trustee of a trust (the "Trust"). The Trust indirectly controls all of the shares of Strategic Shipping Inc. through its direct ownership of 51.0% of the limited liability company interests in Strategic Investment LLC, which is the sole shareholder of Strategic Shipping Inc. Accordingly, Pacific Star, as trustee, may be deemed to beneficially own the 18,870,317 Common Shares (as defined below) that are owned by Strategic Shipping Inc. and beneficially owned by Strategic Investment LLC.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Pangaea Logistics Solutions Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
109 Long Wharf, Newport,
RHODE ISLAND
, 02840. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 6, 2025 (the "Schedule 13D") by Strategic Shipping Inc., Strategic Investments LLC and Pacific Star Private Trust Company Ltd. (together, the "Reporting Persons"), relates to the common stock, par value $0.0001 per share (the "Common Shares"), of Pangaea Logistics Solutions Ltd. (the "Issuer"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information included in Item 3 of the Schedule 13D is hereby amended and supplemented to include the following: Between April 4, 2025, and June 16, 2025, the Reporting Persons have acquired 510,975 Common Shares for an aggregate purchase price of approximately $2.2 million. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following: The Reporting Persons have acquired the Common Shares for investment purposes. The Reporting Persons evaluate their investment in the Common Shares on continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. Representatives of the Reporting Persons reserve the right to engage in discussions from time to time with the board of directors and management of the Issuer, other shareholders of the Issuer, consultants, financial advisors and other relevant parties that may include matters relating to the financial condition, strategy, business, assets, operations, control, extraordinary transactions, capital structure and strategic plans of the Issuer, including the nomination or appointment of directors to the Issuer's board of directors. In addition to the foregoing, the Reporting Persons and their representatives reserve the right to join together with others to engage the Issuer, other shareholders of the Issuer, consultants, financial advisors and other relevant parties in discussions and negotiations relating to, and may enter into certain agreements and take certain actions in connection with, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Any future decision of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. The Reporting Persons reserve the right to effect transactions that would change the number of Common Shares it may be deemed to beneficially own. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of September 30, 2025, the Issuer had 65,176,619 Common Shares outstanding based on information provided by the Issuer in its Earnings Press Release issued on November 6, 2025. | |
| (b) | Based on the foregoing, as of the date of this filing: The Reporting Persons may be deemed the beneficial owner of 18,870,317 Common Shares, representing approximately 29% of the Issuer's outstanding Common Shares. The Reporting Persons have the shared power to vote and dispose of 18,870,317 of these Common Shares. | |
| (c) | To the best of the Reporting Persons' knowledge, there were no transactions in the Common Shares other than those discussed in this Schedule 13D that were effected by the Reporting Persons during the past 60 days. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Item 4 of this Amendment No. 1 is incorporated in this Item 6 by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
* The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |