What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-15 · 388 added, 352 removed, 1165 unchanged (39% of the section changed)

CONTROLS AND PROCEDURES.

Management’s Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer;

of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.

Evaluation of Disclosure Controls and Procedures

With the participation of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021.

The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S.

Securities and Exchange Commission's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Pangaea Logistics Solutions Ltd.

as such term is defined in the Securities Exchange Act of 1934.

Our internal control structure is designed to provide reasonable assurance that assets are safeguarded and that transactions are properly executed and recorded.

The internal control structure includes, among other things, established policies and procedures, the selection and training of qualified personnel as well as management oversight.

With the participation of our management, we performed an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the 2013 Framework, we have concluded that Pangaea Logistics Solutions Ltd.

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020.

This annual report does not include an attestation report of the Company’s registered independent accounting firm due to reduced requirements for smaller reporting companies under the Securities Exchange Act.

Cybersecurity

6 unchanged sentences

The Company and its financial institutions take steps to minimize the risk by requiring multiple levels of authorization, encryption and other controls.

Limitations on the Effectiveness of Controls

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.

Management's Report on Internal Control Over Financial Reporting

Management of Pangaea Logistic Solutions Ltd.

(the "Company") is responsible for establishing and maintaining adequate internal control over financial reporting as is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management, Board of Directors, and shareholders regarding the preparation and fair presentation of the Company’s published financial statements in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management of the Company;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

There are inherent limitations to the effectiveness of any system of internal control over financial reporting.

Accordingly, even an effective system of internal control over financial reporting can only provide reasonable assurance with respect to financial statement preparation and presentation in accordance with accounting principles generally accepted in the United States of America.

Our internal controls over financial reporting are subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations ("COSO") of the Treadway Commission in May 2013.

Based on the results of this assessment, management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, has concluded that, as of December 31, 2021, the Company’s internal control over financial reporting was effective.

Attestation Report of the Registered Public Accounting Firm on Internal Control over Financial Reporting

The Company’s internal control over financial reporting as of December 31, 2021 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein.

OTHER INFORMATION.

3 unchanged sentences

Name Age Position

Edward Coll 64 Chairman of the Board and Chief Executive Officer

Filanowski 66 Chief Operating Officer and Director

Filanowski 67 Chief Executive Officer and Director

Gianni Del Signore 39 Chief Financial Officer

Carl Claus Boggild 64 President and Director

Carl Claus Boggild 65 Lead Independent Director

Anthony Laura 69 Director

du Moulin 74 Director

du Moulin 75 Chairman of the Board, Director

Rosenfeld 64 Director

6 unchanged sentences

Rosenfeld currently serves as lead independent director for Primo Water Corp, a water delivery and filtration company, and CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts.

He is also on the board at Canaccord Genuity Group, a full-service financial services company, Pangaea Logistics Solutions, a logistics and shipping company and Aecon Group, Inc., a construction company.

He is also on the board at Aecon Group, Inc., a construction company, and Algoma Steel, Inc., a fully integrated producer of hot and cold rolled steel products.

Rosenfeld has also served as Chairman and CEO for Arpeggio Acquisition Corporation, Rhapsody Acquisition Corporation, Trio Merger Corp, Quartet Merger Corp and Harmony Merger Corp., all blank check corporations that later merged with Hill International, Primoris Services Corporation, SAExploration Holdings, Pangaea Logistics Solutions Ltd and NextDecade Corporation respectively.

Rosenfeld is also the Chief SPAC Officer of Legato Merger Corp, a blank check corporation, and the CEO of Allegro Merger Corp, a non listed shell company.

He was also a director of NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc.

Rosenfeld is also the Chief SPAC Officer of Legato Merger Corp II., a blank check corporation.

Rosenfeld has also served as the Chief SPAC Officer of Legato Merger Corp, a blank check corporation that later merged with Algoma Steel, Inc.

Rosenfeld is also currently the CEO of Allegro Merger Corp, a non-listed shell company.

He was also a director of Canaccord Genuity Group, a full-service financial services company, NextDecade Corporation, a development stage company building natural gas liquefaction plants, Absolute Software Corp., a leader in firmware-embedded endpoint security and management for computers and ultraportable devices, AD OPT Technologies, an airline crew planning service, Sierra Systems Group Inc., an information technology, management consulting and systems integration firm, Emergis Inc., an electronic commerce company, Hill International, a construction management firm, Matrikon Inc.

a company that provides industrial intelligence solutions, DALSA Corp., a digital imaging and semiconductor firm, HIP Interactive, a video game company, GEAC Computer, a software company, Computer Horizons Corp.

11 unchanged sentences

Rosenfeld’s leadership and consensus-building skills, together with his experience as senior independent director of all boards on which he currently serves, make him an effective board member.

du Moulin is currently the President of Intrepid Shipping LLC, a position he has held since he founded Intrepid in 2002.

From 1974, he spent 15 years with OMI Corporation, where he served as Executive Vice President, Chief Operating Officer, and as a member of the company's Board of Directors.

From 1998 to 2002, Mr.

du Moulin served as Chairman and Chief Executive Officer of Marine Transport Corporation.

From 1989 to 1998, Mr.

du Moulin served as Chairman and CEO of Marine Transport Lines.

du Moulin is a member of the Board of Trustees and Chairman of the Seamens Church Institute of New York and New Jersey.

He currently serves as a Director of Teekay Tankers and an advisor to Hudson Structured Capital Management.

du Moulin served as Chairman of Intertanko, the leading trade organization for

the tanker industry, from 1996 to 1999.

du Moulin served in the US Navy and is a recipient of the US Coast Guard's Distinguished Service Medal.

He received a BA from Dartmouth College and an MBA from Harvard University.

du Moulin’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Filanowski was appointed to the position of Chief Operating Officer of the Company in January 2017, prior to which time he served as a consultant to the Company from 2014 to 2016.

He has been a board member of the Company since 2014.

Filanowski was appointed to the position of Chief Executive Officer of the Company in December 2021.

He served as Pangaea’s Chief Operating Officer from 2016 until his appointment as CEO, was a consultant to the Company from 2014 to 2016, and he has been a board member of the Company since 2014.

Filanowski formed Intrepid Shipping LLC with another board member, Richard du Moulin, in 2002.

Intrepid Shipping operates a small fleet of chemical tankers and handy bulkers.

From 1989 to 2002, he served as Chief Financial Officer and Senior Vice President at Marine Transport Corporation.

Filanowski was Vice President and Controller at Armtek Corporation from 1984 to 1988.

Filanowski started his career at Ernst & Young and worked as a Certified Public Accountant at EY from 1976 to 1984.

Filanowski spent 4 years at Armtek Corporation, where he served as Vice President and Controller.

From 1989 to 2002, he served as Chief Financial Officer and Senior Vice President at Marine Transport Corporation, and he is a member of the American Bureau of Shipping.

He has served as the Chairman of the Board at Arvak and at Shoreline Mutual (Bermuda) Ltd., both marine insurance companies.

He earned a BS from University of Connecticut and an MBA from New York University.

He earned a BS from the University of Connecticut and an MBA from New York

Filanowski’s experience in many aspects of the shipping industry, his participation as a director on other independent company boards, and his financial background, qualifications, and experience, make him a valuable part of the Company’s board.

6 unchanged sentences

Class II Directors with Terms Expiring in 2022

Hong serves as a director of the Company.

Hong is a Senior Managing Director at Cartesian Capital Group.

Prior to joining Cartesian, Paul served as Senior Vice President and General Counsel of AIG Capital Partners.

Paul was previously an attorney in the corporate and tax departments of Kirkland & Ellis where he specialized in private equity transactions.

Paul holds an AB in Economics from Columbia College, a JD from Columbia Law School, and an LLM in Taxation from New York University Law School.

Hong’s qualifications to sit on our board include his substantial experience in the areas of business management and financial and investment expertise.

Hong has resigned as a member of the company’s Board of Directors effective March 10, 2021.

Carl Claus Boggild.

13 unchanged sentences

since its inception in 2015.

Sgro has been a Senior Managing Director of Crescendo from December 2013 to the present and has held various positions with Crescendo since May 2005.

From 2005 through 2021, Mr.

Sgro was an employee of Crescendo Partners, where he completed his tenure as a Senior Managing Director of the firm.

Sgro presently serves or has served on the board of directors of Legato Merger Corp.

Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd.

II, Algoma Steel, Inc., Legato Merger Corp., Allegro Merger Corp., Hill International, NextDecade Corporation, Trio, Primoris Services Corporation, Bridgewater Systems, Inc., SAExploration Holdings, Harmony Merger Corp., Imvescor Restaurant Group, BSM Technologies and COM DEV International Ltd.

Sgro attended Columbia Business School and prior to that, Mr.

2 unchanged sentences

Sgro worked as an associate with MPI Securities, Management Planning, Inc.’s boutique investment banking affiliate.

From June 2004 to August 2004, Mr.

Sgro worked as an analyst intern at Brandes Investment Partners.

Sgro received a B.S.

4 unchanged sentences

Class III Directors with Terms Expiring in 2023

Coll is the Chairman of the Board and Chief Executive Officer.

Coll is a founder of Pangaea and has served as its Chief Executive Officer since its inception.

Prior to co-founding Bulk Partners Ltd., the predecessor company to

Pangaea, in 1996, Mr.

Coll spent 10 years at Continental Grain Company with assignments in New York, New Orleans, Rome and Rotterdam.

He joined Commodity Ocean Transport Corp (COTCO) in 1989 and became president of the company in 1993.

In this position, Mr.

Coll was responsible for the overall activities and businesses of three U.S public shipping companies.

Coll is an elected member of the American Bureau of Shipping and has considerable expertise in the worldwide shipping and commodities markets and lectures regularly on these topics.

He holds a B.S.

in nautical science from the United States Merchant Marine Academy at Kings Point and a master's degree in international business from Pace University.

Coll’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Trinh is a Director at Cartesian Capital Group.

Prior to joining Cartesian, Mr.

Trinh worked at a Wall Street investment bank as an associate providing mergers and acquisitions advisory services.

Previously, Nam served in the assurance and advisory practice at Deloitte.

Nam graduated cum laude from the University of Pennsylvania, where he received a BS in economics with concentrations in finance, accounting and statistics from The Wharton School and a BSE in computer science and engineering from The School of Engineering and Applied Science.

Trinh is a CFA® charterholder.

Trinh's qualifications to serve on the board include his substantial experience in the areas of business management and financial and investment expertise.

Trinh has resigned as a member of the company’s Board of Directors effective March 10, 2021.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) reports they file.

Based solely on a review of such reports received by us and written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2020, all reports required to be filed by our officers, directors and persons who own more than ten percent of a registered class of our equity securities were filed on a timely basis.

du Moulin is currently the President of Intrepid Shipping LLC, a position he has held since he founded Intrepid in 2002.

From 1974, he spent 15 years with OMI Corporation, where he served as Executive Vice President, Chief Operating Officer, and as a member of the company's Board of Directors.

From 1998 to 2002, Mr.

du Moulin served as Chairman and Chief Executive Officer of Marine Transport Corporation.

From 1989 to 1998, Mr.

du Moulin served as Chairman and CEO of Marine Transport Lines.

du Moulin is a member of the Board Trustees of the Seamens Church Institute of New York and New Jersey.

He currently serves as a Director of Teekay Tankers and an advisor to Hudson Structured Capital Management.

du Moulin served as Chairman of Intertanko, the leading trade organization for the tanker industry, from 1996 to 1999.

du Moulin served in the US Navy and is a recipient of the US Coast Guard's Distinguished Service Medal.

He received a BA from Dartmouth College and an MBA from Harvard University.

du Moulin’s qualifications to sit on our board include his operational experience and deep knowledge of the shipping industry.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors and executive officers file initial reports of ownership and reports of changes in ownership with the SEC.

Directors and executive officers are required to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to us and written representations from our directors and executive officers, all Section 16(a) filing requirements were met for the fiscal year ended December 31, 2021, except for one Form 5 filed by Mr.

Coll's Irrevocable Trust on February 15, 2022, which was delinquent with respect to three transfer transactions, and two Form 4s filed by Mr.

Filanowski on December 13, 2021 and December 21, 2021 which were delinquent with respect to four transfer transactions.

Code of Ethics

4 unchanged sentences

Audit Committee

The Company’s Audit Committee is comprised of David Sgro, Nam Trinh and Eric Rosenfeld, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

Nam Trinh tendered his resignation as a Director of Pangaea Logistics Solutions Ltd.

(the “Company”), effective March 10, 2021.

The Board of the Company appointed Anthony Laura to serve on the Audit Committee, effective March 10, 2021.

The Company’s Audit Committee is comprised of David Sgro, Eric Rosenfeld and Anthony Laura, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

The Board of Directors has determined that David Sgro is an audit committee “financial expert” as such term is defined in applicable SEC rules, and that he has the requisite financial management expertise within the meaning of Nasdaq rules and regulations.

5 unchanged sentences

Nominating and Corporate Governance Committee

The Company’s Nominating and Governance Committee is comprised of Richard du Moulin, Eric Rosenfeld and Paul Hong, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

Hong tendered his resignation as a Director of the Company, effective March 10, 2021.

The Board of the Company appointed Carl Claus Boggild to serve on the Nominating and Governance Committee, effective March 10, 2021.

Boggild is a Non-Independent Director.

The Company’s Nominating and Governance Committee is comprised of Richard du Moulin, Eric Rosenfeld and Carl Claus Boggild, each of whom qualifies as independent under the applicable Nasdaq listing requirements and SEC rules.

The Nominating and Governance Committee, among other duties, assists the Board of Directors in identifying and evaluating qualified individuals to become members of the Board of Directors, and proposing nominees for election to the Board of Directors and to fill vacancies;

11 unchanged sentences

Compensation Committee

The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld and Paul Hong.

Hong tendered his resignation as a Director of the Company, effective March 10, 2021.

The Board of the Company appointed David Sgro to serve on the Compensation Committee, effective March 10, 2021.

The Company’s Compensation Committee is comprised of independent directors Richard du Moulin, Eric Rosenfeld and David Sgro.

The Compensation Committee reviews and approves compensation paid to the Company’s officers and directors and administers the Company’s incentive compensation plans, including authority to make and modify awards under such plans.

9 unchanged sentences

The following table sets forth the total compensation for the fiscal years ended December 31, 2021 and 2020:

Name and Principal Position Year Salary and Compensation Bonus All Other Compensation (1)

Name and Principal Position Year Salary and Compensation Cash Bonus All Other Compensation (1)

Edward Coll (2)

2021 $ 250,000 $ 1,100,000 $ 6,125 $ 1,356,125

Former Chief Executive Officer 2020 $ 250,000 $ 940,000 $ 6,125 $ 1,196,125

Filanowski (3)

2021 $ 200,000 $ 750,000 $ 45,080 $ 995,080

Chief Executive Officer 2020 $ 200,000 $ 300,000 $ 28,571 $ 528,571

(Principal Executive Officer)

Filanowski 2020 $ 200,000 $ 300,000 $ 28,571 $ 528,571

Chief Operating Officer 2019 $ 200,000 $ 400,000 $ 6,120 $ 606,120

Gianni Del Signore 2021 $ 200,000 $ 350,000 $ 31,304 $ 581,304

2 unchanged sentences

(1) All other compensation includes employer matching contribution to the 401(k) plan and vesting of restricted share grants.

(2) Edward Coll, longtime Chief Executive Officer, died on December 14, 2021.

(3) On December 14, 2021, the Board of Directors appointed Mark Filanowski as Chief Executive Officer.

Narrative Disclosure to Summary Compensation Table

11 unchanged sentences

Mark Filanowski 12/28/20 50,000 $ 132,500

Chief Operating Officer 12/31/19 50,000 $ 147,500

Chief Executive Officer 12/31/19 50,000 $ 147,500

01/02/19 45,000 $ 126,450

1 unchanged sentence

01/06/17 7,508 $ 25,002

163,058 464,157

Gianni DelSignore 12/28/20 55,000 $ 145,750

10 unchanged sentences

Our director compensation policy provides that each director elected or appointed to the Board is granted a RSU award with a grant-date fair value of approximately $100,000 calculated in accordance with ASC 718.

The Company offers to our non-independent directors a RSU award with a grant-date fair value of approximately $50,000.

The Company offers to our non-

independent directors a RSU award with a grant-date fair value of approximately $50,000.

Refer to Note 9, "Common Stock and Non-Controlling Interest", to our financial statements contained herein.

10 unchanged sentences

Anthony Laura $ 43,750 $ 100,000 $ 143,750

$ 25,000 $ 50,000 $ 75,000

Claus Boggild $ 25,000 $ 50,000 $ 75,000

$ 25,000 $ 50,000 $ 75,000

(1) Information for Messrs.

2 unchanged sentences

Refer to Note 9, "Common Stock and Non-Controlling Interest" for additional information.

(3) As of December 31, 2020, Messrs.

(3) At the grant date, Messrs.

Trinh and Hong transferred their shares to Pangaea One Acquisition Holdings XIV, LLC ("POAH") through the transfer agreements.

(4) Non-independent directors.

We also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and committee meetings or performing other services for us in their capacities as directors.

11 unchanged sentences

2014 SHARE INCENTIVE PLAN (as amended and restated by the Board of Directors on May 14, 2019), (the "Amended Plan"), increased the aggregate number of common shares with respect to which awards may be granted under the Amended Plan, such that the total number of shares made available for grant is 4,500,000.

There are 680,871 shares available for future issuance under the equity compensation plans.

There are 510,782 shares available for future issuance under the equity compensation plans as of December 31, 2021.

Security Ownership of Certain Beneficial Owners

7 unchanged sentences

Directors and Executive Officers :

Edward Coll (3)

41 Sigourney Road

Portsmouth, RI 02871

8,349,971 18.30 %

Lagoa Investments (3)

3 unchanged sentences

8,290,437 18.13 %

Anthony Laura

2420 NW 53rd Street

Boca Raton, FL 33496 1,855,451 4.07 %

Gianni DelSignore*

257 Wickham Rd.

North Kingstown, RI 02852 252,555 0.55 %

109 Long Wharf

Newport, RI 02840 282,555 0.62 %

52 Elm Avenue

1 unchanged sentence

Filanowski (4) *

71 Arrowhead Way

Darien, CT 06820-5507

109 Long Wharf

Newport, RI 02840

324,382 0.71 %

8 unchanged sentences

Five Percent Holders :

Edward Coll 8,349,971 18.30 %

Lagoa Investments 8,290,437 18.13 %

c/o Cartesian Capital Group, LLC

505 Fifth Avenue, 15th Floor

New York, NY 10017

13,954,569 30.59 %

Pangaea One (Cayman), L.P.

c/o Cartesian Capital Group, LLC

505 Fifth Avenue, 15th Floor

New York, NY 10017 3,292,820 7.22 %

Pangaea One Parallel Fund, L.P.

c/o Cartesian Capital Group, LLC

505 Fifth Avenue, 15th Floor

New York, NY 10017 3,077,012 6.75 %

*Less than 1%.

4 unchanged sentences

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all common shares beneficially owned by them.

(3) Shares owned by Edward Coll include 5,120,000 common shares held by three irrevocable trusts for the benefit of his children, all as to which Mr.

Coll has sole or shared voting power or investment power.

Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr.

Coll may be deemed to be the beneficial owner of these shares.

(3) Shares owned by Lagoa Investments.

10 unchanged sentences

Sgro may be deemed to be the beneficial owner of the shares held by Jamarant Capital L.P.

Yu is a principal officer or director of the entity directly or indirectly controlling the general partner of each of Pangaea One Acquisition Holdings XIV, LLC., Pangaea One (Cayman), L.P., Pangaea One Parallel Fund, L.P., Pangaea One Parallel Fund (B), L.P., Leggonly, L.P., Malemod, L.P., Imfinno, L.P., and Nypsun, L.P.

(collectively, the “Pangaea One Entities”).

Accordingly, solely for purposes of reporting beneficial ownership of such shares pursuant to Section 13(d) of the Exchange Act, Mr.

Yu may be deemed to be the beneficial owner of the shares held by the Pangaea One Entities.

CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

1 unchanged sentence

Such transactions will require prior approval by our audit committee and a majority of our disinterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction with unaffiliated third parties.

We will not enter into any such transaction unless our

audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction with unaffiliated third parties.

Related Party Policy

25 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Financial Statements:

11 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2022 expressed an unqualified opinion.

Basis for opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

3 unchanged sentences

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Vessel Impairment Assessment

As described further in Note 3 to the financial statements, the Company identified a triggering event which required management to evaluate each vessel asset group for impairment.

As a result, the Company performed an impairment analysis on each asset group in order to determine whether the estimated undiscounted future cash flows exceeded the asset group’s carrying amount.

We identified the vessel impairment analysis as a critical audit matter.

The principal consideration for our determination that this matter is a critical audit matter is as follows.

The impairment analysis of each vessel asset group requires management to make significant estimates and assumptions related to forecasts of future cash flows, including but not limited to projected revenue and expenses, drydocking days and costs, vessel scrap value, and growth rates.

Changes in these assumptions could have a significant impact on the carrying value of the vessel asset groups.

Accordingly, auditing management’s judgments regarding forecasts of future cash flows involves a high degree of auditor judgement and subjectivity.

Our audit procedures related to the Company’s vessel impairment analysis included the following, among others.

• We tested the design of internal controls over management’s estimates related to the forecasted future cash flows for each asset group.

• We evaluated the reasonableness of the significant assumptions used in management’s undiscounted cash flow analysis for each asset group.

This included (i) determining the reasonableness of projected revenue and costs (ii) comparing drydocking days and costs used in the undiscounted cash flow model to historical drydocking days and costs, (iii) agreeing inputs included in management’s scrap value calculation to third-party sources, and (iv) performing sensitivity analyses over growth rates to evaluate the impact on the impairment analysis.

• We evaluated the appropriateness of the remaining useful lives of the asset groups used in the analysis.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

2 unchanged sentences

March 16, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Pangaea Logistic Solutions Ltd.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Pangaea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2021, and our report dated March 16, 2022 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Annual Report.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ GRANT THORNTON LLP

Hartford, Connecticut

March 16, 2022

Pangaea Logistics Solutions Ltd.

8 unchanged sentences

Advance hire, prepaid expenses and other current assets 46,347,687 17,826,153

Vessels held for sale, net — 8,319,152

Total current assets 183,963,614 111,341,769

Restricted cash — 1,500,000

Fixed assets, net 471,912,810 276,741,751

Advances for vessel purchases 1,990,000 —

Investment in newbuildings in-process — 15,390,635

Finance lease right of use assets, net 45,195,759 45,240,198

Other Non-current Assets 3,961,823 1,689,792

Total assets $ 707,024,006 $ 450,404,145

41 unchanged sentences

Interest expense, net ( 10,329,397 ) ( 7,653,512 )

Interest expense, related party — ( 50,241 )

Unrealized (loss) gain on derivative instruments ( 156,019 ) 2,753,834

Interest expense, non-controlling interest ( 1,184,741 ) ( 177,802 )

Unrealized gain (loss) gain on derivative instruments 3,886,201 ( 156,019 )

Other income 1,129,436 982,345

13 unchanged sentences

Consolidated Statements of Changes in Stockholders' Equity

Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Total Pangaea Logistics Solutions Ltd.

Common Stock Additional Paid-in Capital Retained Earnings Total Pangaea Logistics Solutions Ltd.

Equity Non-Controlling Interest Total Stockholders' Equity

2 unchanged sentences

Share-based compensation — — 2,314,940 — 2,314,940 — 2,314,940

Acquisition of noncontrolling interest ( 22,500,000 ) ( 22,500,000 )

Issuance of restricted shares, net of forfeitures 561,629 56 ( 238,420 ) — ( 238,364 ) — ( 238,364 )

Contribution from Non-Controlling interest — — — — — 422,519 422,519

Distribution to Non-Controlling Interests — — — — — ( 4,666,665 ) ( 4,666,665 )

Common Stock Dividend — — — ( 908,955 ) ( 908,955 ) — ( 908,955 )

2 unchanged sentences

Share-based compensation — — 2,102,897 — 2,102,897 — 2,102,897

Acquisition of Non-Controlling Interest — — — — — ( 22,500,000 ) ( 22,500,000 )

Issuance of restricted shares, net of forfeitures 170,089 17 ( 150,032 ) — ( 150,015 ) — ( 150,015 )

Distribution to Non-Controlling interests ( 3,333,334 ) ( 3,333,334 )

Common Stock Dividend — — — ( 4,743,263 ) ( 4,743,263 ) — ( 4,743,263 )

11 unchanged sentences

Amortization of prepaid rent 115,256 122,272

Unrealized loss (gain) on derivative instruments 156,019 ( 2,753,834 )

Unrealized (gain) loss on derivative instruments ( 3,886,201 ) 156,019

Income from equity method investee ( 1,129,436 ) ( 1,083,142 )

16 unchanged sentences

Acquisition of non-controlling interest — ( 15,000,000 )

Deposits on newbuildings in-process ( 33,446 ) ( 15,357,189 )

Purchase of building and equipment — ( 283,244 )

Advances for Vessel Purchases / Investment in newbuildings in-process ( 1,990,000 ) ( 33,446 )

Purchase of equipment and internal use software ( 42,963 ) —

Contribution to non-consolidated subsidiaries ( 1,138,835 ) —

Purchase of derivative instrument — ( 628,000 )

1 unchanged sentence

Financing activities

Payments on related party notes payable — ( 2,595,000 )

Proceeds from long-term debt 79,150,000 18,000,000

3 unchanged sentences

Payments on finance lease obligation ( 9,919,514 ) ( 12,548,938 )

Payments on other long-term liability ( 2,500,000 ) —

Dividends paid to non-controlling interests ( 3,333,334 ) —

1 unchanged sentence

Cash paid for incentive compensation shares relinquished ( 150,015 ) ( 238,364 )

Contributions from non-controlling interests recorded as long-term liability — 4,783,414

Contributions from non-controlling interests 9,182,423 322,750

Payments to non-controlling interest recorded as long-term liability ( 195,598 ) ( 193,508 )

Net cash used in financing activities ( 18,605,662 ) ( 916,130 )

Net (decrease)/increase in cash, cash equivalents and restricted cash ( 4,657,875 ) ( 3,059,644 )

Net cash provided by (used in) financing activities 143,858,760 ( 18,605,662 )

Net increase (decrease) in cash, cash equivalents and restricted cash 7,811,686 ( 4,657,875 )

Cash, cash equivalents and restricted cash at beginning of period $ 48,397,216 $ 53,055,091

12 unchanged sentences

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 technical vessel management.

At December 31, 2020 the Company owned two Panamax, two Ultramax Ice Class 1C, and seven Supramax, and financed four vessels under finance lease obligations.

At December 31, 2021 the Company owned three Panamax, three Ultramax (two Ultramax Ice Class 1C and one Ultramax), and eight Supramax vessels.

On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary Nordic Bulk Holding Company Ltd.

2 unchanged sentences

NBHC owns a fleet of six Panamax Ice Class 1A drybulk vessels.

The Company also owned 50 % interest in the owner of a deck barge.

The Company sold two vessels in the first quarter of 2020 and sold one vessel in the second quarter of 2020.

The Company owns 50% of Nordic Bulk Partners LLC.

("NBP") which owns a fleet of four Post Panamax Ice Class 1A drybulk vessels.

The Company also has a 50 % interest in the owner of a deck barge.

On November 5, 2021, the Company entered in to a memorandum of agreement to purchase a 2009 Imabari-built 76,600 dwt dry bulk vessel to add to its operating fleet.

The vessel was delivered February 17, 2022 and renamed the m/v Bulk Concord.

NOTE 2 – NATURE OF ORGANIZATION

27 unchanged sentences

Bulk Pangaea was established in September 2009 for the purpose of acquiring the m/v Bulk Pangaea.

• Bulk Patriot Ltd.

(“Bulk Patriot”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Patriot was established in September 2011 for the purpose of acquiring the m/v Bulk Patriot.

• Bulk Juliana Ltd.

(“Bulk Juliana”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Juliana was established in March 2012 for the purpose of acquiring the m/v Bulk Juliana.

• Bulk Trident Ltd.

4 unchanged sentences

Bulk Phoenix was established in July 2013 for the purpose of acquiring the m/v Bulk Newport.

• Nordic Bulk Barents Ltd.

(“Bulk Barents”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Barents was established in November 2013 for the purpose of acquiring the m/v Nordic Barents.

• Nordic Bulk Bothnia Ltd.

(“Bulk Bothnia”) – a corporation that was duly organized under the laws of Bermuda.

Bulk Bothnia was established in November 2013 for the purpose of acquiring the m/v Nordic Bothnia.

• 109 Long Wharf LLC (“Long Wharf”) – a limited liability company that was duly organized under the laws of Delaware for the objective and purpose of holding real estate located in Newport, Rhode Island.

23 unchanged sentences

Bulk PODS was established in April 2018 for the purpose of acquiring the m/v Bulk PODS.

The vessel was renamed m/v Bulk Xaymaca in 2022.

• Bulk Spirit Ltd.

7 unchanged sentences

Bulk Friendship was established in September 2019 for the purpose of acquiring the m/v Bulk Friendship.

• Bulk Nordic Seven LLC.

(“Bulk Seven”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Seven was established in April 2019 for the purpose of entering into new shipbuilding contract.

• Bulk Nordic Eight LLC.

(“Bulk Eight”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Eight was established in April 2019 for the purpose of entering into a new shipbuilding contract.

• Bulk Nordic Nine LLC.

(“Bulk Nine”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Nine was established in August 2019 for the purpose of entering into a new shipbuilding contract.

• Bulk Nordic Ten LLC.

(“Bulk Ten”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Nine was established in August 2019 for the purpose of entering into a new shipbuilding contract.

• Bulk Courageous Corp.

(“Bulk Courageous”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Courageous was established in January 2021 for the purpose of acquiring the m/v Bulk Courageous.

• Bulk Valor Corp.

(“Bulk Valor”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Valor was established in May 2021 for the purpose of acquiring the m/v Bulk Valor.

• Bulk Promise Corp.

(“Bulk Promise”) – a corporation that was duly organized under the laws of the Marshall Islands.

Bulk Promise was established in April 2021 for the purpose of acquiring the m/v Bulk Promise.

• Phoenix Bulk 25 Corp.

(“Phoenix Bulk 25”) – a corporation that was duly organized under the laws of the Marshall Islands.

Phoenix Bulk 25 was established in November 2021 for the purpose of acquiring the m/v Bulk Concord.

At December 31, 2021 and 2020, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:

17 unchanged sentences

for the purpose of transferring ownership of the m/v Nordic Odyssey and m/v Nordic Orion to these companies respectively.

On January 21, 2021 NBHC formed four new wholly owned subsidiaries, Bulk Nordic Oasis (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oshima (MI) Corp.

for the purpose of transferring ownership of the m/v Nordic Oasis, m/v Nordic Odin, m/v Nordic Olympic and m/v Nordic Oshima to these companies respectively.

• Venture Logistics NL Inc.

("VLNL") - a corporation that was duly organized in the St.

John’s, Canada on October 19, 2018.

("VLNL") - a corporation that was duly organized m/v in Newfoundland and Labrador, Canada on October 19, 2018.

VLNL was established for the purpose of owning and operating a deck barge.

2 unchanged sentences

NBP was established in September 2019 for the purpose of providing funding to Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten for the construction of four newbuilding vessels and subsequently at completion and delivery of the newbuilding vessels owning Bulk Seven, Bulk Eight, Bulk Nine, and Bulk Ten.

At December 31, 2020 the Company had a 75 % ownership interest in NBP, the remainder of which is owned by a third-party.

At delivery of the newbuilding vessels NBP will ultimately be owned 50 % by Pangaea and 50 % by a third-party.

Bulk Seven, Bulk Eight, Bulk Nine and Bulk Ten are corporations that were duly organized under the laws of the Marshall Islands in September 2019 for the purpose of constructing and owning Post-Panamax newbuilding vessels named m/v Nordic Nuluujaak, m/v Nordic Qinngua, m/v Nordic Sanngijuq and m/v Nordic Siku, respectively, the four newbuilding vessels were delivered in 2021.

At December 31, 2021 the Company had a 50 % ownership interest in NBP with the other 50 % ownership interest owned by the independent third-party.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

These accounting policies conform to accounting principles generally accepted in the United States, and have been applied in the preparation of the consolidated financial statements.

Principles of Consolidation

The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company.

Basis of Presentatio n

The accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles ("U.S.

The accompanying consolidated financial statements present separately our financial position, results of operations, cash flows, and changes in shareholders’ equity.

All intercompany balances and transactions have been eliminated.

Certain reclassifications have been made to prior periods to conform to current period presentation.

Principles of Consolidation The purpose of consolidated financial statements is to present the financial position and results of operations of a company and its subsidiaries as if the group were a single company.

The first step in the Company’s consolidation policy is to determine whether an entity is to be evaluated for potential consolidation based on its outstanding voting interests or its variable interests.

Accordingly, the Company first determines whether the entity is a Variable Interest Entity (“VIE”) pursuant to the provisions of ASC 810-10.

Accordingly, the Company first determines whether the entity is a Variable Interest

Entity (“VIE”) pursuant to the provisions of ASC 810-10.

If the entity is a VIE, consolidation is based on the entity’s variable interests and not its outstanding voting shares.

11 unchanged sentences

Estimated losses under a voyage charter are provided for in full at the time such losses become probable.

The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading.

Demurrage, which is included in voyage revenues, represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the voyage charter.

Demurrage is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage revenues arise.

Demurrage revenue is included in the calculation of voyage revenue and recognized ratably over the duration of the voyage to which it pertains.

The voyage charter party generally has a “demurrage” or “despatch” clause.

As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue.

Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue.

In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo.

The demurrage and despatch represent variable consideration which is estimated at contract inception.

Voyage revenue recognized is presented net of address commissions.

Charter revenues relate to a time charter arrangement under which the Company is paid to provide transportation services on a per day basis for a specified period of time.

Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the vessel operates under the charter and do not fall under the scope of ASC 606, as defined below, revenue is not earned when vessels are offhire.

Revenues from time charters are earned and recognized on a straight-line basis over the term of the charter, as the charters do not fall under the scope of ASC 606.

Revenue is not earned when vessels are offhire.

Costs incurred in fulfillment of a contract that meet certain criteria are deferred and recognized when or as the related performance obligations are satisfied.

1 unchanged sentence

The fuel consumption and any port expenses incurred prior to arrival at the load port during this period are capitalized and recorded in Bunker inventory and Advance hire, prepaid expenses and other current assets, respectively in the Consolidated Balance Sheets and are amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage expense.

Similarly, for any third party vessels that are chartered-in, the charter hire expenses during this period are capitalized and recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheets and are amortized and expensed as part of Charter hire expense.

As of December 31, 2021 and 2020, the Company recognized $3.7 million and $1.8 million, respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred prior to commencement of loading.

These costs are recorded in Advance hire, prepaid expenses and other current assets in the Consolidated Balance Sheet and are expensed as part of Voyage expense and Charter hire expense.

The performance obligations under our contracts are transportation services, which are received and consumed by our customers over time, as we perform the services.

Revenues are recognized using the input method, proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service.

Revenues are recognized using the input method, proportionate to the days

elapsed since the service commencement compared to the total days anticipated to complete the service.

Under the ASC 606 revenue recognition standard, voyage revenue is recognized over the period between load port and discharge port.

5 unchanged sentences

Other contract assets include accrued receivables which arise when revenue is recognized in advance of billing for certain voyage contracts and hire paid to ship-owners in advance.

Contract liabilities consist of deferred revenue which arises when amounts are billed to

or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date.

Contract liabilities consist of deferred revenue which arises when amounts are billed to or collected from customers in advance of revenue recognition and are recognized within twelve months of the balance sheet date.

Deferred Revenue

21 unchanged sentences

Historically, credit risk with respect to trade accounts receivable has been considered minimal due to the long-standing relationships with significant customers, and their relative financial stability.

However, current economic conditions could impact the collectibility of certain customers' trade receivables, which could have a material effect on the Company's results of operations.

However, current economic conditions could impact the collectability of certain customers' trade receivables, which could have a material effect on the Company's results of operations.

Derivative instruments are recorded at fair value.

The Company does not have any off-balance sheet credit exposure related to its customers.

At December 31, 2020, one customer accounted for 26 % of the Company’s trade accounts receivable.

At December 31, 2019, there were two customers that accounted for 26 % of the Company’s trade accounts receivable.

At December 31, 2020, seventeen customers in the United States, seven customers in Brazil and seven customers in the United Arab Emirates accounted for 59 % of accounts receivable.

At December 31, 2019, seventeen customers in the United States, fifteen customers in Switzerland and five customers in Canada accounted for 53 % of accounts receivable.

At December 31, 2021, two customers accounted for 28 % of the Company’s trade accounts receivable.

At December 31, 2020, there was one customers that accounted for 26 % of the Company’s trade accounts receivable.

At December 31, 2021, thirteen customers in the United States, five customers in Canada and seven customers in the United Kingdom accounted for 56 % of accounts receivable.

At December 31, 2020, seventeen customers in the United States, seven customers in Brazil and seven customers in the United Emirates accounted for 59 % of accounts receivable.

For the year ended December 31, 2021, revenue from customers in each of the following countries accounted for at least 10% of total revenue;

the United States (twenty-seven representing 28 %), Switzerland (twenty-one representing 14 %) and Canada (seven representing 12 %).

the United States (twenty-six representing 22 %), Canada (seven representing 11 %), and the United Kingdom (twelve representing 10%).

For the year ended December 31, 2020, revenue from customers in each of the following countries accounted for at least 10% of total revenue;

the United States (twenty-eight representing 24 %) Canada (six representing 13 %) and Switzerland (eighteen representing 10 %).

For the year ended December 31, 2020 one customer accounted for approximately 10 % of total revenue.

the United States (twenty-seven representing 28 %) Switzerland (twenty-one representing 14 %) and Canada (seven representing 12 %).

For the year ended December 31, 2021 there were no customers accounting for 10% or more of total revenue.

For the year ended December 31, 2020, one customer accounted for 10% of total revenue.

27 unchanged sentences

Such costs are amortized on a straight-line basis and charged equally to each of the voyages under the contract.

Accrued receivables include accrued demurrage and balance of freight receivable.

Other assets include deposits held by counterparties to various derivative instruments and the fair value of derivative instruments when it exceeds the settlement price of the instrument.

6 unchanged sentences

Total $ 46,347,687 $ 17,826,153

Other Non-current Assets

At December 31, other non-current assets were comprised of the following:

Name 2021 2020

Investment in Seamar Managements S.A.

$ 428,572 $ 200,004

Investment in Pangaea Logistics Solutions (US) LLC 507,270 381,137

Investment in King George Slag LLC — 200,000

Investment in Bay Stevedoring LLC 3,025,981 908,651

Total $ 3,961,823 $ 1,689,792

Vessels and Depreciation

10 unchanged sentences

Deferred Drydock Cost

Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the five year period until the next dry docking.

Significant upgrades made to the vessels during dry docking are capitalized when incurred and amortized on a straight-line basis over the 5 year period until the next dry docking for vessels younger than 15 years, and over the 2.5 year period until next dry docking for vessels older than 15 years at time of dry docking.

Costs capitalized as part of the dry docking include direct costs incurred to meet regulatory requirements that add economic life to the vessel, that increase the vessel’s earnings capacity or which improve the vessel’s efficiency.

Direct costs include the shipyard costs, parts, inspection fees, steel, blasting and painting.

These costs are recorded in Fixed assets, net or Finance lease right of use assets, net on the Consolidated Balance Sheets.

Expenditures for normal maintenance and repairs, whether incurred as part of the dry docking or not, are expensed as incurred.

15 unchanged sentences

Measurement of the impairment loss is based on the fair value of the asset as provided by third parties.

The Company concluded that no triggering event had occurred during the twelve months ended December 31, 2021 which would require impairment testing.

The Company concluded that no triggering event had occurred during the first, third and fourth quarter of 2020 which would require impairment testing.

During the second quarter of 2020, the Company determined that a triggering event occurred related to a sale of a vessel, as the carrying value exceeded its fair value.

During the second quarter of 2020, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value.

A loss on impairment of $ 1.8 million was recorded in the second quarter of 2020 when the Memorandum of Agreement was signed.

The Company performed an impairment analysis on each asset group and concluded the estimated undiscounted future cash flows were higher than their carrying amount and as such, no additional loss on impairment was recognized.

At December 31, 2019, the Company had accepted an offer to sell the m/v Bulk Patriot below the carrying amount of the vessel, to be delivered in the first quarter of 2020.

As a result, a loss on impairment of the vessel for an amount totaling $ 4.8 million, which was equal to the excess of the carrying amount of the asset over the agreed upon sale value less estimated costs to sell, was included in the consolidated statements of operations.

The vessel has been classified as held for sale as of December 31, 2019.

The Company identified additional potential triggering events that resulted from the loss recognized on the sale of other vessels in the fourth quarter of 2019 of $ 4.6 million.

As a result, the Company evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal.

The estimated undiscounted future cash flows were higher than the carrying amount of each asset group in the Company's fleet and as such, no other loss on impairment was recognized.

No impairment indicator existed during the nine months ended September 30, 2019.

Financing Costs

10 unchanged sentences

Accrued expenses 16,254,253 6,686,602

Note Payable 2,500,000 —

Bunkers suppliers 9,260,262 3,967,755

Note Payable - Note 11 2,549,207 2,500,000

Other accrued liabilities — 567,832

2 unchanged sentences

NBC, a wholly-owned subsidiary of the Company, is subject to a Danish tonnage tax.

NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability

of their fleet.

NBC is not taxed on the basis of their actual income derived from their business but on an alternative income determination based on the net tons carrying capability of their fleet.

As the tax is not determined based on taxable income, NBC’s tax expense of approximately $ 605,000 and $ 578,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2021 and 2020, respectively.

20 unchanged sentences

Compensation cost is amortized according to the vesting period indicated in the grant agreement.

Total compensation cost recognized during the years ended December 31, 2020 and 2019 is approximately $ 2,315,000 and $ 1,737,315 , respectively, which is included in general and administrative expenses in the consolidated statements of income.

Total compensation cost recognized during the years ended December 31, 2021 and 2020 is $ 2,102,897 and $ 2,314,940 , respectively, which is included in general and administrative expenses in the consolidated statements of income.

Dividends on common stock are recorded when declared by the Board of Directors.

8 unchanged sentences

The incremental shares (nonvested less repurchased) are considered to be outstanding for diluted EPS.

The Company does not have any anti-Dilutive Securities.

Foreign Exchange

18 unchanged sentences

The carrying amount of the Company’s floating rate long-term debt approximates its fair value due to the variable interest rates associated with these related credit facilities.

At December 31, 2020, the Company has seven fully fixed rate debt facilities and one facility which is fixed in part.

At December 31, 2019, the Company has five fully fixed rate debt facilities and four facilities of which are fixed in part.

At December 31, 2021, the Company has three fully fixed rate debt facilities and one facility which is fixed in part.

At December 31, 2020, the Company has seven fully fixed rate debt facilities.

The aggregate carrying amounts and fair values of the long-term debt associated with the fixed rate borrowing arrangements are as follows:

2 unchanged sentences

Fair values of these debt obligations were estimated based on quoted market prices for the same or similar issues of debt with the same remaining maturities, which is considered Level 2 in the fair value hierarchy established by ASC 820.

At the beginning of the first quarter of 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements.

The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated.

At transition, the Company elected the package of practical expedients permitted under the transition guidance within the standard, which eliminates the reassessment of past leases, classification and initial direct costs.

The Company did not elect to use hindsight to reassess lease terms or impairment at the adoption date because the practical expedient pertaining to land easements did not apply to the Company.

The amendments in this Update also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if both of the following are met:

The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same.

The lease component, if accounted for separately, would be classified as an operating lease.

The Company elected to use this practical expedient when it adopted the lessor provisions of this Update as the Company believes both criteria noted above are met.

As a result, the operating lease component and the vessel operating expense non-lease component in a time charter are reported as a single component.

During time charter agreements, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used.

3 unchanged sentences

These costs are recorded as vessel operating expense in the Consolidated Statements of Income.

At December 31, 2021, the Company had thirteen vessels chartered to customers under time charters that contain leases.

These thirteen leases varied in original length from 20 days to 105 days.

At December 31, 2021, lease payments due under these arrangements totaled approximately $9,032,000 and each of the time charters were due to be completed in sixty-four days or less.

At December 31, 2020, the Company had twelve vessels chartered to customers under time charters that contain leases.

5 unchanged sentences

In addition, the Company has two non-cancelable office leases and non-cancelable office equipment leases and the lease assets and liabilities are not material.

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848):

12 unchanged sentences

A summary of the Company’s consolidation policy is provided in Note 3.

The Company has concluded that Bulk Pangaea, Bulk Patriot, Bulk Juliana, Bulk Atlantic, Bulk Trident, Bulk Phoenix, Bulk Barents, Bulk Bothnia, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2020 and 2019.

The Company has concluded that Bulk Pangaea, Bulk Trident, Bulk Phoenix, Bulk Freedom, Bulk Pride, Bulk PODS, Bulk Spirit, Bulk Independence, Bulk Friendship, Bulk Courageous, Bulk Valor, Bulk Promise, Phoenix Bulk 25, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2021.

We consolidate a VIE when we have a variable interest in an entity for which we are the primary beneficiary such that we have (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE.

7 unchanged sentences

Total liabilities $ 135.6 $ 57.4 $ 50.6 $ 2.0 $ — $ 146.6

Total stockholders' (deficit)/equity $ — $ 60.6 $ 12.7 $ ( 0.1 ) $ 1.3 $ 14.6

Total stockholders' equity $ ( 6.2 ) $ 66.5 $ 22.4 $ — $ 0.9 $ 14.6

Non-controlling interest (2)

2 unchanged sentences

(Dollars in millions, figures may not foot due to rounding) Ship-owning (1)

NBHC NBC Long Wharf VBC NBP (3)

NBHC NBC Long Wharf VLNL NBP (3)

Total assets $ 100.9 $ 129.3 $ 37.2 $ 2.0 $ 1.3 $ 19.7

14 unchanged sentences

Land and building 2,541,085 2,541,085

Internal use software 2,318,247 1,932,640

Computers, equipment and internal use software 1,975,603 2,318,247

Other fixed assets 4,516,688 4,859,332

2 unchanged sentences

Total fixed assets, net $ 471,912,810 $ 276,741,751

Advances for vessel purchases $ 1,990,000 —

Investment in newbuildings in-process — $ 15,390,635

At December 31, vessels under finance leases consisted of the following:

6 unchanged sentences

m/v NORDIC ODYSSEY (1)

22,456,407 24,481,390

m/v NORDIC ORION (1)

23,057,114 22,625,141

m/v NORDIC OSHIMA (1)

25,612,412 26,966,257

m/v NORDIC OLYMPIC (1)

25,982,802 27,421,649

m/v NORDIC ODIN (1)

26,073,841 27,341,460

m/v NORDIC OASIS (1)

27,650,350 28,029,024

m/v NORDIC NULUUJAAK (2) (4)

m/v NORDIC QINNGUA (2) (4)

m/v NORDIC SANNGIJUQ (2) (4)

m/v NORDIC SIKU (2) (4)

m/v BULK ENDURANCE 23,069,545 24,024,593

m/v BULK COURAGEOUS (4)

m/v BULK NEWPORT 11,566,639 11,966,186

5 unchanged sentences

m/v BULK FRIENDSHIP (4)

PEARL 3,161,779 3,609,851

14,526,423 13,431,253

m/v BULK VALOR 17,797,021 —

m/v BULK PROMISE 18,306,557 —

2,714,931 3,161,779

$ 469,712,054 $ 274,041,626

Other fixed assets, net 2,200,756 2,699,836

Total fixed assets, net $ 471,912,810 $ 276,741,462

Vessels under finance lease (4)

m/v BULK PODS 13,095,023 13,445,308

m/v BULK XAYMACA (5)

12,661,804 13,095,023

m/v BULK DESTINY $ 20,074,619 $ 20,636,264

m/v BULK TRIDENT 12,459,336 11,508,911

m/v BULK BEOTHUK — 6,589,537

$ 45,195,759 $ 45,240,198

(1) On October 26, 2018, the Company entered into an agreement to purchase a 2009 built Supramax (m/v Bulk Spirit) for $ 13.0 million, and placed a deposit of $ 1.95 million.

The vessel was delivered in February 2019.

Advances for vessel purchases

m/v BULK CONCORD (6)

$ 1,990,000 $ —

(1) Vessels are owned by NBHC, a consolidated joint venture in which the Company has a two-third ownership interest at December 31, 2021 and December 31, 2020.

(2) Vessels are owned by NBP, a consolidated joint venture in which the Company has a 50% and 75% ownership interest at December 31, 2021 and 2020, respectively.

(3) Barge is owned by a 50% owned consolidated subsidiary.

(4) Refer to Note 10, "Commitments and Contingencies," of our Financial Statements for additional information related to the vessels under finance lease.

The Company capitalized dry-docking costs on three vessels in 2020 and 2019.

The 5 year amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels.

(5) Formerly known as m/v Bulk PODS.

(6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Supramax for $19.9 million, and placed a deposit of $2.0 million.

The vessel was delivered in February 2022 and renamed the m/v Bulk Concord.

The Company capitalized dry-docking costs on five vessels in 2021 and three vessels in 2020.

The amortization period of the capitalized dry docking costs is within the remaining useful life of these vessels and is amortized over the estimated period to next drydocking.

The Company capitalized drydocking costs totaling $8.1 million and $5.9 million in the twelve months ended December 31, 2021 and 2020, respectively.

These costs are recorded in Fixed assets, net or Finance lease right of use assets, net in the Consolidated Balance Sheets.

NOTE 6 - MARGIN ACCOUNTS, DERIVATIVES AND FAIR VALUE MEASURES

56 unchanged sentences

$ 4,151,192 $ ( 1,303,282 ) $ 2,847,910

Commissions payable (trade payables) (iii)

— 38,896 38,896

Included in current related party notes payable on the consolidated balance sheets:

Interest payable – 2011 Founders Note 242,852 — 242,852

Promissory Note — — —

Total current related party notes payable $ 242,852 $ — $ 242,852

King George Slag LLC is a joint venture of which the Company owns 25 %.

King George Slag LLC is a joint venture of which the Company owns 25 % at December 31, 2021 and 2020.

Seamar Management S.A.

There was no related party dividends payable at December 31, 2020 and the related party dividends payable was $ 478,359 at December 31, 2019.

Refer to Note 9, "Common Stock and Non-Controlling Interest," of the Company's Financial Statements for additional information.

("Seamar") Seamar Management S.A.

("Seamar") is a joint venture of which the Company owns 51% at December 31, 2021 and 2020 .

Phoenix Bulk Carriers (Brasil) Intermediacoes Maritimas Ltda.

- a wholly-owned company of a member of the Board of Directors

Under the terms of a technical management agreement between the Company and Seamar Management S.A.

7 unchanged sentences

Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd.

Loan Agreement (2)

$ 25,466,300 $ 28,466,300 4.01 % October 2021

Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd.

Loan Agreement (2)

— 12,854,405 N/A December 2020

Bulk Nordic Oshima Ltd.

Amended and Restated Loan Agreement (2)

12,004,295 13,504,295 2.48 % October 2021

Loan Agreement $ — $ 25,466,300 Not applicable

Bulk Nordic Oasis Ltd.

Loan Agreement (2)

14,000,000 15,500,000 4.30 % October 2021

Loan Agreement — 14,000,000 Not applicable

Bulk Nordic Oshima Ltd.

Amended and Restated Loan Agreement — 12,004,295 Not applicable

Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

1 unchanged sentence

16,224,189 18,000,000 2.95 % December 2027

Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., Bulk Nordic Oasis (MI) Corp.

Secured Term Loan Facility (2) (3) (4)

49,400,000 — 3.38 % June 2027

The Amended Senior Facility - Dated May 13, 2019 (formerly The Amended Senior Facility - Dated December 21, 2017) (5)

3 unchanged sentences

– Bulk Nordic Six Ltd.

- Tranche B (3)

2,330,000 2,590,000 2.53 % May 2024

4 unchanged sentences

Bulk Freedom Loan Agreement 2,600,000 3,200,000 3.95 % June 2022

Bulk Valor Corp.

Loan and Security Agreement (2)

12,718,279 — 3.29 % June 2028

Bulk Promise Corp.

12,453,926 — 2.43 % October 2027

109 Long Wharf Commercial Term Loan 484,066 593,666 2.09 % April 2026

2 unchanged sentences

( 1,697,209 ) ( 643,018 )

$ 121,279,912 $ 105,144,572

current portion ( 15,443,115 ) ( 57,382,674 )

1 unchanged sentence

(1) As of December 31, 2021.

(2) Interest rates on the loan facilities are fixed.

(3) The borrowers under this facility are owned by NBHC.

1 unchanged sentence

NBHC is consolidated in accordance with ASC 810-10 and as such, amounts pertaining to the non-controlling ownership held by the third parties in the financial position of NBHC are reported as non-controlling interest in the accompanying balance sheets.

(4) On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders.

The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis.

The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1.2 million beginning on June 15, 2021 and a balloon payment of $24.2 million due in June 2027.

(5) This facility is cross-collateralized by the vessels m/v Bulk Endurance, m/v Bulk Pride, and m/v Bulk Independence and is guaranteed by the Company.

(6) A portion of unamortized debt issuance costs were reclassified as a reduction of the finance leases liabilities.

Refer to Note 10 "Commitments and Contingencies" for additional information.

Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd.

5 unchanged sentences

The agreement requires repayment of the advances as follows:

In respect of the Odin and Olympic advances, repayment to be made in 28 equal quarterly installments of $ 375,000 per borrower (one of which was paid prior to the amendment by each borrower) and balloon payments of $ 11,233,150 due with each of the final installments in October 2021.

In respect of the Odin and Olympic advances, repayment to be made in 28 equal quarterly installments of $375,000 per borrower (one of which was paid prior to the amendment by each borrower) and the loan was repaid in full on April 26, 2021.

In respect of the Odyssey and Orion advances, repayment to be made in 20 quarterly installments of $375,000 per borrower and balloon payments of $5,677,203 due with each of the final installments in September 2020.

In September 2020 the Company amended the facility to make an additional quarterly installment of $375,000 per borrower and extend the balloon payments to December 2020 which were paid in full on December 23, 2020.

In respect of the Oshima advance, repayment to be made in 28 equal quarterly installments of $ 375,000 and a balloon payment of $ 11,254,295 due with the final installment in October 2021.

Interest on 50% of the advances to Odin and Olympic was fixed at 3.95 % in January 2017.

Interest on the remaining advances to Odin and Olympic was floating at LIBOR plus 2.0 % and was fixed at 4.07 % on April 27, 2017.

Interest on 50% of the advance to Oshima was fixed at 4.16 % in January 2017.

Interest on the remaining advance to Oshima is floating at LIBOR plus 2.25 % ( 2.48 % at December 31, 2020).

The amended loan is secured by first preferred mortgages on the m/v Nordic Odin, m/v Nordic Olympic and m/v Nordic Oshima, the assignment of earnings, insurances and requisite compensation of the three entities, and by guarantees of their shareholders.

The amended agreement contains one financial covenant that requires the Company to maintain minimum liquidity and a collateral maintenance ratio clause, which requires the aggregate fair market value of the vessels plus the net realizable value of any additional collateral provided, to remain above defined ratios.

At December 31, 2020 and December 31, 2019, the Company was in compliance with this clause.

In respect of the Oshima advance, repayment to be made in 28 equal quarterly installments of $375,000 and the loan was repaid in full on April 26, 2021.

The Bulk Nordic Oasis Ltd.

1 unchanged sentence

The agreement advanced $21,500,000 in respect of the m/v Nordic Oasis.

The agreement requires repayment of the advance in 24 equal quarterly installments of $ 375,000 beginning on March 28, 2016 and a balloon payment of $ 12,500,000 due with the final installment in October 2021.

Interest on this advance is fixed at 4.30 %.

The loan is secured by a first preferred mortgage on the m/v Nordic Oasis, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

Additionally, the agreement contains a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios.

As of December 31, 2020 and December 31, 2019, the Company was in compliance with this covenant.

The agreement requires repayment of the advance in 24 equal quarterly installments of $375,000 beginning on March 28, 2016 and the loan was repaid in full on April 26, 2021.

The Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

5 unchanged sentences

As of December 31, 2021 the Company was in compliance with its financial covenants.

Bulk Nordic Oshima (MI) Corp., Bulk Nordic Odin (MI) Corp., Bulk Nordic Olympic (MI) Corp., and Bulk Nordic Oasis (MI) Corp.

Facility Agreement dated April 26, 2021

On April 26, 2021, NBHC entered into a new Senior Secured Term Loan Facility with two new lenders.

The agreement advanced $53.0 million in respect of the m/v Nordic Oshima, m/v Nordic Olympic, m/v Nordic Odin and m/v Nordic Oasis.

The agreement requires repayment of the advance in 24 equal quarterly principal installments of $1,200,000 beginning on June 15, 2021 and a balloon payment of $24,200,000 due in March 2027.

Interest on this advance is fixed at 3.38% effective May 5, 2021.

The Loan is secured by a first lien on m/v Nordic Bulk Oshima, m/v Nordic Bulk Odin, m/v Nordic Bulk Olympic and m/v Nordic Bulk Oasis.

The Company used a portion of the proceeds of the loan to repay the outstanding balance of $51.5 million for the Nordic Oshima, Nordic Odin, Nordic Olympic and Nordic Oasis loan facilities which was set to mature on October 1, 2021.

As of December 31, 2021 the Company was in compliance with this covenant.

7 unchanged sentences

Interest on this advance was fixed at 3.69% through March 2021, fixed at 4.39% through December 2021, and fixed at 3.46% thereafter.

The agreement also advanced $ 3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $ 65,000 beginning on September 27, 2017, and a balloon payment of $ 1,745,000 due with the

final installment in May 2024.

The agreement also advanced $3,500,000 under Tranche B, which is payable in 28 equal quarterly installments of $65,000 beginning on September 27, 2017, and a balloon payment of $1,745,000 due with the final installment in May 2024.

Interest on this advance is floating at LIBOR plus 1.70% (2.55% at December 31, 2020) through March 2021, and thereafter at LIBOR plus 2.4%.

28 unchanged sentences

At December 31, 2021 and December 31, 2020, the Company was in compliance with these covenants.

The Bulk Valor Corp.

Loan Agreement -- Dated June 17, 2021

The agreement advanced $13,350,000 in respect of the m/v Bulk Valor on June 17, 2021.

The agreement requires repayment of the loan in 28 quarterly installments commencing on September 17, 2021.

A balloon payment is due on June 17, 2028.

Interest on this advance is fixed at 3.29%.

The loan is secured by a first preferred mortgage on the m/v

Bulk Valor, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2021 the Company was in compliance with its financial covenants.

The Bulk Promise Corp.

Loan Agreement -- Dated July 12, 2021

The agreement advanced $12,800,000 in respect of the m/v Bulk Promise on July 7, 2021.

The agreement requires repayment of the loan in 24 quarterly installments of $346,074 commencing on October 15, 2021.

A balloon payment of $4,494,224 is due on October 15, 2027.

Interest on this advance is floating at three-month LIBOR plus 2.30%.

The loan is secured by a first preferred mortgage on the m/v Bulk Promise, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

As of December 31, 2021 the Company was in compliance with its financial covenants.

The future minimum annual payments under the debt agreements are as follows:

33 unchanged sentences

Dividends were declared and paid quarterly commencing in May 2019.

In March 2020 the Company suspended its dividend due to the uncertainty caused by COVID-19 global pandemic, however it declared a quarterly cash divided in December 2020 which will be payable to shareholders of record as of March 1, 2021.

In March 2020 the Company suspended its dividend due to the uncertainty caused by COVID-19 global pandemic, and resume its quarterly cash dividends payment in December 2020.

Dividends payable consist of the following:

8 unchanged sentences

Balance at December 31, 2021 $ — $ 213,765 $ 213,765

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan, plus accrued dividends declared on December 2020 to all shareholders of record as of March 1, 2021.

(1) Accrued dividends on unvested restricted shares under the Company's incentive compensation plan.

(2) Payable to related parties.

2 unchanged sentences

The non-controlling ownership interest attributable to NBHC and its wholly-owned shipowning subsidiaries amounts to approximately $52,041,000 and $ 50,067,000 at December 31, 2021 and 2020, respectively.

Non-controlling interest attributable to VBC was approximately $ 1,598,000 and $ 1,822,000 at December 31, 2020 and 2019, respectively.

Non-controlling interest attributable to VLNL was approximately $ 1,439,000 and $ 1,598,000 at December 31, 2021 and 2020, respectively.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Vessel Sales and Leasebacks Accounted for as Finance Leases (in accordance with ASC 840)

At December 31, 2020, the Company's fleet includes three vessels financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840, prior to adoption of ASC 842 on January 1, 2019.

At December 31, 2021, the Company's fleet includes three vessels (Bulk Xaymaca, formerly named Bulk PODS, Bulk Destiny, and Bulk Trident) financed under sale and leaseback financing arrangements accounted for as finance leases in accordance with ASC 840, prior to adoption of ASC 842 on January 1, 2019.

Bulk Spirit, Bulk Friendship, Bulk Courageous, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842.

These leases are secured by the assignment of earnings and insurances and by guarantees of the Company.

The selling price of the m/v Bulk Destiny to the new owner (lessor) was $ 21.0 million and the fair value of the vessel at the inception of the lease was $ 24.0 million.

The difference between the selling price and the fair value of the vessel was recorded as prepaid rent and is being amortized over the 25 year estimated useful life of the vessel.

Prepaid rent is included in finance lease right of use assets (previously "vessels under capital lease") on the consolidated balance sheet at December 31, 2020.

Minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven year lease term, with a purchase obligation of $ 11.2 million due with the final lease payment in January 2024.

Interest is floating at LIBOR plus 2.75 % ( 2.98 % including the margin, at inception of the lease).

The Company will own this vessel at the end of the lease term.

The lease contains a minimum liquidity requirement, positive working capital of the leasee and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios.

At December 31, 2020 and 2019, the Company was in compliance with these covenants.

The selling price of the m/v Bulk Beothuk was $ 7.0 million and the fair value was estimated to be the same.

The lease is payable at $ 3,500 per day every fifteen days over the five year lease term, and a balloon payment of $ 4.0 million is due with the final lease payment in June 2022.

The implied interest rate at inception was 11.83 %.

In January 2020 the Company completed an early buy-out of the lease for a purchase price of $ 5.5 million and the vessel was sold to an unrelated third party for a net sale price of $ 4.6 million on August 4, 2020.

The Company will own these vessels at the end of lease term.

Bulk Trident Bareboat Charter Agreement dated June 7, 2018

The selling price of the m/v Bulk Trident was $13.0 million and the fair value was estimated to be the same.

4 unchanged sentences

The Company will own this vessel at the end of the lease term.

Bulk PODS Bareboat Charter Agreement dated August 1, 2018

The selling price of the m/v Bulk PODS was $14.8 million and the fair value was estimated to be the same.

4 unchanged sentences

The Company will own this vessel at the end of the lease term.

Vessel Acquisition Accounted for as a Finance Lease (in accordance with new accounting guidance - ASC 842, adopted January 1, 2019)

The m/v Bulk Pods was renamed to m/v Bulk Xaymaca in February of 2022.

Bulk Spirit Bareboat Charter Agreement dated March 7, 2019

In February 2019, the Company acquired the m/v Bulk Spirit for $13.0 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel.

7 unchanged sentences

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Friendship Bareboat Charter Agreement dated May 14, 2019

In September 2019, the Company acquired the m/v Bulk Friendship for $14.1 million, which is the estimated fair value and simultaneously entered into a failed sale and leaseback of the vessel.

5 unchanged sentences

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Vessel Newbuildings

During the second and third quarter of 2019, the Company entered into two vessel newbuilding contracts to build four new high ice class post-panamax 95,000 dwt dry bulk vessels.

The new vessels, with a building cost of between approximately $ 37.7 million to $ 38.3 million each, are expected to be delivered in 2021.

The Company has made deposits of $ 15.4 million for the four new vessels in 2019.

The second installments of 20 % are due and payable upon the earlier of, five months after launching of the vessels or delivery, and the final payments are due upon delivery of the vessels.

The Company entered into a series of transactions to finance its four new post-panamax dry bulk vessels, to be delivered in 2021, under sale and leaseback transactions.

The agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $ 32 million or 85 % of fair market value at closing.

Following the sale, the Company is obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years with a purchase obligation of $ 2.5 million at the end of year 15 .

The Company has options to purchase the vessels at designated prices starting the sixth year after delivery of each vessel.

The Company expects to account for these transactions as failed sale and leaseback transactions and classify the leases as finance leases.

Bulk Nordic Five Ltd.

Amendment and Restatement of Bareboat Charter Agreement dated July 1, 2021

On July 6, 2021, the Company, through its wholly owned subsidiary, Bulk Nordic Five Ltd., and the existing lender agreed to amend and restate the original Bareboat Charter dated October 27, 2016.

The amended agreement extends the lease maturity date to April 2028 with a purchase obligation of $ 6.95 million.

The Company also fixed the interest rate through maturity at 3.97 %.

The bareboat charter party is secured by a first preferred mortgage on the m/v Bulk Destiny, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

The Company will own this vessel at the end of the lease term.

The lease contains a minimum liquidity requirement, positive working capital of the lessee and a collateral maintenance ratio clause which requires the fair market value of the vessel plus the net realizable value of any additional collateral previously provided, to remain above defined ratios.

At December 31, 2021 and 2020, the Company was in compliance with these covenants.

Bulk Courageous Corp Bareboat Charter Agreement dated April 8, 2021

In April 2021, the Company took delivery of the m/v Bulk Courageous for $ 16.5 million and simultaneously entered into a failed sale and leaseback of the vessel.

The Company determined that the transfer of the vessel to the lessor was not a sale in accordance with ASC 606, because control of the vessel was not transferred to the lessor.

The lease is classified as finance lease in accordance with ASC 842, because the lease includes a fixed price purchase obligation at the end of the lease term.

The minimum lease payments fluctuate based on three-month LIBOR and are payable quarterly over the seven-year lease term.

Interest is floating at three-month LIBOR plus 2.75 %.

On July 8th, 2021, the company fixed interest on the lease at 3.93%.

The Company has the option to purchase the vessel in the case of default by the lessor, at any time during the lease term.

The purchase obligation at the end of the lease term is at a fixed price of $3.6 million.

This lease is secured by the assignment of earnings and insurances and by a guarantee of the Company.

Bulk Nordic Seven LLC, Bulk Nordic Eight LLC, Bulk Nordic Nine LLC and Bulk Nordic Ten LLC Bareboat Charter Agreements dated September 27, 2019

During 2021, the Company took delivery of four new post-panamax dry bulk vessels and simultaneously entered into the failed sale and leasebacks of the vessels.

These vessels are:

1) m/v Nordic Nuluujaak delivered on May of 2021 with a purchase price of $38.4 million, 2) m/v Nordic Qinngua delivered on June of 2021 with a purchase price of $38.4 million, 3) m/v Nordic Sanngijuq delivered on September of 2021 with a purchase price of $37.9 million, and 4) m/v Nordic Siku delivered on November of 2021 with a purchase price of $37.9 million.

The Company determined that the transfers of these vessels to the lessor were not sales in accordance with ASC 606, because control of the vessels were not transferred to the lessor.

These leases are classified as finance leases in accordance with ASC 842, because these leases include a fixed price purchase obligation at the end of the lease term.

The lease agreements obligate the Company to sell the vessels upon completion of construction at the lesser of approximately $ 32 million or 85% of fair market value at closing.

Following the sales, the Company was obligated to charter the vessels from the buyer under a bareboat charter for a period of 15 years from the date of delivery with a fixed purchase price of $2.5 million each at the end of lease term.

The minimum lease payments fluctuate based on three-month LIBOR and are payable monthly over the fifteen-year lease term.

Interest is floating at three-month LIBOR plus 3.55%.

The Company has the option to purchase these vessels starting in year 5 at 101% of then outstanding principal.

These leases are secured by the assignment of earnings and insurances and by a guarantee of the Company.

The Company has also entered into a LLC agreement with the non-controlling interest holder of NBP which includes certain obligations as described in Note 11.

8 unchanged sentences

The Company leases office space for its Singapore operations.

At December 31, 2020, the remaining lease term is eleven months .

At December 31, 2021, the remaining lease term is twenty months .

For the twelve months ended December 31, 2021 and 2020, the Company recognized approximately $ 0.2 million as lease expense for office leases in General and Administrative Expenses.

11 unchanged sentences

Less current portion ( 14,479,803 )

Less issuance costs $ (3,306,842)

Long-term portion $ 170,959,553

2 unchanged sentences

NBP was established for the purpose of constructing and owning four new-build ice class post panamax vessels.

During the construction phase of the vessel, the third party has committed to contribute additional funding and ultimately own 50 % of NBP at the time of delivery of the new-build ice class post panamax vessels.

The third party has committed to contribute additional funding during the construction phase, which increased their ownership of NBP to 50% at the time of delivery of the new-build ice class post panamax vessels.

The agreement contains both put and call option provisions.

2 unchanged sentences

If neither put nor call option is exercised, the Company is obligated to purchase the vessels from NBP at a fixed price.

Pursuant to ASC 480, Distinguishing Liabilities from Equity , the Company has recorded the third party's interest in NBP of $ 4.8 million in Long term liabilities - Other at December 31, 2019.

Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, net, which resulted in additional interest expenses of $ 177,802 and $ 44,950 , respectively, for the year ended December 31, 2020 and 2019.

Pursuant to ASC 480, Distinguishing Liabilities from Equity, the Company has recorded the third party's interest in NBP as a Long term liabilities - Other.

The Company took delivery of Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Suki during the second quarter through fourth quarters of 2021, the independent third party made additional contribution of $9.2 million which increased their ownership interest in NBP to 50% at December 31, 2021.

Earnings attributable to the third party’s interest in NBP are recorded in Interest expense, non-controlling interest.

On September 28, 2020, the Company acquired an additional one-third equity interest in its partially-owned consolidated subsidiary NBHC from its shareholders.

4 unchanged sentences

The purchase price of the equity interest was $ 22.5 million, including a $ 15.0 million cash payment upon closing and $ 7.5 million of deferred consideration, at a six-month LIBOR plus 3.5 %, in three equal installments of $ 2.5 million due on the first, second, and third anniversaries of September 28, 2020.

The deferred consideration is recorded in "Other current liabilities" and "Long-term liabilities - other" on the Company's Consolidated Balance Sheet as of December 31, 2020.

The Company made the first installment of $2.5 million in September 2021.

The deferred consideration is recorded in "Other current liabilities" for $2.5 million plus accrued interest and "Long-term liabilities - other" on the Company's Consolidated Balance Sheet as of December 31, 2021.

NBHC will continue to be a consolidated entity in the Company’s consolidated financial statements pursuant to ASC 810-10.

The portion of NBHC not owned by the Company will continue to be recognized as non-controlling interest in the Company’s consolidated financial statements.

The components of Other Long-term Liabilities are as follows:

(Dollars in thousands, figures may not foot due to rounding) 12/31/2021 12/31/2020

Beginning Balance $ 10,135 $ 4,828

Payments to non-controlling interest recorded as long-term liability (196) (194)

Contributions from non-controlling interests 9,182 323

Earnings attributable to non-controlling interest recorded as interest expense 1,185 178

Deferred consideration related to acquisition of non-controlling interest

Payments on other long-term liability (2,500) —

Ending balance $ 17,807 $ 10,135

NOTE 12 - UNAUDITED QUARTERLY DATA

19 unchanged sentences

Other income 0.3 ( 0.1 ) 0.6 0.3 0.6 0.1 0.3 —

Total other expense, net ( 4.4 ) ( 0.5 ) ( 1.7 ) ( 0.4 ) 0.3 ( 1.8 ) ( 2.6 ) ( 2.2 )

Net (loss) income ( 6.8 ) 3.3 8.2 7.9 4.5 5.2 10.4 ( 3.0 )

(Income) loss attributable to noncontrolling interests — ( 0.3 ) ( 0.7 ) ( 0.3 ) ( 0.8 ) ( 1.1 ) ( 2.1 ) ( 1.4 )

Net income attributable to Pangaea Logistics Solutions Ltd.

Total other income (expense), net 0.1 3.4 3.2 ( 13.2 ) ( 4.5 ) ( 0.6 ) ( 1.7 ) ( 0.4 )

Net income (loss) 6.5 19.5 28.7 17.6 ( 6.8 ) 3.3 8.3 7.9

Income attributable to noncontrolling interests ( 0.7 ) ( 0.3 ) ( 1.7 ) ( 2.4 ) — ( 0.3 ) ( 0.7 ) ( 0.3 )

Net income (loss) attributable to Pangaea Logistics Solutions Ltd.

$ 5.8 $ 19.2 $ 27.0 $ 15.2 $ ( 6.8 ) $ 3.0 $ 7.6 $ 7.6

6 unchanged sentences

NOTE 13 - SUBSEQUENT EVENTS

In February 8, 2021 the Company entered into a memorandum of agreement to purchase an Ultramax vessel to add to its operating fleet for $ 16.5 million.

The vessel is expected to be delivered to the Company by May 2021.

In March 3, 2021 the Company entered into a memorandum of agreement to purchase an Panamax vessel to add to its operating fleet for $ 18.3 million.

The vessel is expected to be delivered to the Company in the second quarter of 2021.

On March 8, 2021, the Company obtained a commitment letter from its lenders for a new six year $ 53 million senior secured term loan facility.

The proceeds from the new senior secured loan will be used to refinance in full the balloon amounts on the Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd., Bulk Nordic Oshima Ltd.

and Bulk Nordic Oasis Ltd.

Loan Agreements which is expected to be completed within March of 2021.

In November 2021 the Company entered into a memorandum of agreement to purchase an Panamax vessel to add to its operating fleet for $ 19.9 million.

The vessel was delivered to the Company on February 17, 2022 and renamed the m/v Bulk Concord.

On February 16, 2022, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, to be paid on March 15, 2022, to all shareholders of record as of March 1, 2022.

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 16, 2022.

PANGAEA LOGISTICS SOLUTIONS LTD.

/s/ Edward Coll

Chief Executive Officer

5 unchanged sentences

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Edward Coll and Anthony Laura and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Mark L.

Filanowski and Gianni DelSignore and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this annual report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Edward Coll Chairman of the Board and Chief March 15, 2021

Edward Coll Executive Officer

/s/ Carl Claus Boggild President (Brazil) and Director March 15, 2021

Carl Claus Boggild

Filanowski Chief Executive Officer March 16, 2022

/s/ Gianni DelSignore Chief Financial Officer, Principal March 16, 2022

Gianni DelSignore Accounting Officer and Director

Gianni DelSignore Accounting Officer

/s/ Carl Claus Boggild Director March 16, 2022

Carl Claus Boggild

/s/ Richard T.

du Moulin Chairman of the Board, Director March 16, 2022

/s/ Anthony Laura Director March 16, 2022

Anthony Laura

/s/ Richard T.

du Moulin Director March 15, 2021

Filanowski Chief Operating Officer and Director March 15, 2021

Rosenfeld Director March 16, 2022

2 unchanged sentences

3.2 Bye-laws of Company (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form S-1 filed on February 4, 2015.)

10.1 Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd., Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd.

and Bulk Nordic Oshima Ltd.

Amended and Restated Loan Agreement (incorporated by reference to Exhibit 10.27 of the Registrant's Current Report on Form 10-Q filed on November 12, 2015).

10.2 Bulk Nordic Oasis Ltd.

Loan Agreement (incorporated by reference to Exhibit 10.28 of the Registrant's Current Report on Form 10-K filed on March 23, 2016).

10.1 Purchase Agreement by and between Bulk Nordic Five Ltd.

1 unchanged sentence

dated October 27, 2016 (incorporated by reference to Exhibit 10.30 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).

10.4 Bareboat Charter Party by and between Nicole Navigation S.A and Bulk Nordic Five Ltd.

dated October 27, 2016 (incorporated by reference to Exhibit 10.31 of the Registrant's Current Report on Form 10-K filed on March 22, 2017).

10.2 Nordic Bulk Six Ltd.

16 unchanged sentences

10.14 Bareboat Charter Party Dated September 27, 2019 (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020).

10.18 ASO 2020 Share Transfer Agreement .

10.15 ASO 2020 Share Transfer Agreement (incorporated by reference to Exhibit 10.1 8 of Registrant's Current Report on Form 10-K filed on March 23, 2020).

10.16 Bulk Nordic Odyssey (MI) Corp., Bulk Nordic Orion (MI) Corp.

Senior Secured Term Loan Facility *

Senior Secured Term Loan Facility (incorporated by reference to Exhibit 10.19 of Registrant's Current Report on Form 10-K filed on March 23, 2020).

10.17 Bulk Courageous Bareboat Charter dated March 27, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10- Q filed on August 10 , 202 1 ).

10.18 Bulk Valor Corp.

Loan and Security Agreement dated as of June 17, 2021 (incorporated by reference to Exhibit 10.

2 of Registrant's Current Report on Form 10-Q filed on August 10, 2021).

10.19 Bulk Nordic Five Ltd.

Amendment and Restatement Agreement of Bareboat Charter dated July 1, 2021 (incorporated by reference to Exhibit 10.1 of Registrant's Current Report on Form 10-Q filed on November 9 , 2021).

10.20 Bulk Promise Corp.

Loan and Security Agreement dated as of July 7, 2021 (incorporated by reference to Exhibit 10.

2 of Registrant's Current Report on Form 10-Q filed on November 9, 2021).

23.1 Consent of Grant Thornton LLP.*

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certifi cation of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2 Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1 Certification Pursuant to 18 U.S.C.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures