What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-15 · 241 added, 207 removed, 1459 unchanged (23% of the section changed)

9 unchanged sentences

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.

Cybersecurity

The Company utilizes information technology for internal and external communications with brokers, customers, banks, technical managers and its vessels.

It also uses customized software as part of its management and reporting systems.

Loss, disruption or compromise of these systems could significantly impact operations and results.

The Company is not aware of any material cybersecurity violation or occurrence.

We believe our efforts toward prevention of such violation or occurrence, including system design, user training and monitoring of system access, limit, but may not prevent unauthorized access to our systems.

Other than temporary disruption to operations that may be caused by a cybersecurity breach, the Company considers cash transactions to be the primary risk for potential loss.

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

Management's Report on Internal Control Over Financial Reporting

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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, 2022, the Company’s internal control over financial reporting was effective.

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, 2023, the Company’s internal control over financial reporting was effective, except as described below relating to the acquisition of Port and Terminal Operation.

The Company acquired the Port and Terminal Operation on June 1, 2023.

The new acquisition's total assets and revenues both constituted approximately 1% of the Company’s consolidated total assets and revenues as shown on our consolidated financial statements as of and for the year ended December 31, 2023.

As the acquisition occurred during the second quarter of 2023, the Company excluded Port and Terminal Operation from the scope of the assessment of the effectiveness of the Company’s internal control over financial reporting and, with respect to the portion of disclosure controls and procedures that are subsumed by internal control over financial reporting of Port and Terminal Operation, the Company's disclosure controls and procedures.

This exclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of a recently-acquired business may be omitted from the scope in the year of acquisition if specified conditions are satisfied.

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

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OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Gianni Del Signore 41 Chief Financial Officer

Mads Boye Petersen 44 Chief Operating Officer

Carl Claus Boggild 67 Lead Independent Director

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for 14 years.

Rosenfeld currently serves as lead independent director for Primo Water Corp, a water delivery and filtration 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 currently serves 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.

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and Southland Holdings, respectively.

Rosenfeld is currently the Chief SPAC Officer of Legato Merger Corp.

III, a blank check corporation.

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

He was also a director of CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, 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.

He was also a director of Primo Water Corp, a water delivery and filtration company, CPI Aero (Chairman Emeritus), a company engaged in the contract production of structural aircraft parts, 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.

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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 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.

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

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

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.

III, Algoma Steel, Inc., Legato Merger Corp.

II, 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.

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OII), a global provider of engineered services and products for the offshore energy, defense, aerospace, and entertainment industries.

Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021 and joined The Alliance Risk Group in January 2022.

The Alliance Risk Group is comprised of senior, experienced energy professionals that help energy leaders develop and enhance their integrated risk management and smart, clean resilient grid solutions.

Prior to starting her consulting firm, Ms.

Beachy served as the Senior Vice President of Growth and Strategy at Black Hills Corporation, an investor-owned electric and gas utility in the Midwest, where she was responsible for corporate planning, business development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization.

In March 2022, Ms.

Beachy was named to the board of Pangea Logistics Solutions (NASDQ:

PANL), a Rhode Island based company that transports a wide variety of dry bulk cargoes and provides its customers with a comprehensive set of services and activities, including cargo loading, cargo discharge, vessel chartering, and voyage planning.

Beachy founded her strategic consulting firm, Think B3 Consulting, in January 2021 and worked with The Alliance Risk Group, a consulting that helps energy leaders develop and enhance their integrated risk management and smart, clean resilient grid solutions.

Prior to starting her consulting firm and joining Oceaneering, Ms.

development, process improvement, enterprise data and analytics, natural gas retail marketing, products and services, energy innovation and asset optimization.

Beachy began her tenure at Black Hills in Rapid City, South Dakota in 2014 as the Director of Supply Chain and was promoted to Vice President of Supply Chain in 2016.

She was responsible for sourcing, procurement, fleet, and materials management.

Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from

2010 to 2014 where Ms.

Beachy worked at Vectren (now CenterPoint Energy) Corporation, an electric and gas utility in Indiana and Ohio, from 2010 to 2014 where Ms.

Beachy led the gas operations division in Ohio and worked in supply chain.

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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, 2022, except for one Form 3 filed by Mr.

Petersen on December 14, 2022, which was delinquent Regarding the initial disclosure of his ownership of the company's securities, and one Form 4 filed by Mr.

Filanowski on January 30, 2023 which was delinquent with respect to two transfer transactions.

Section 16(a) of the Exchange Act requires our Section 16 officers and directors and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

SEC regulations require our Section officers, directors, and greater than 10% shareholders to provide us with copies of all Section 16(a) forms they file.

Based solely on our review of these forms, during 2023 all of our Section 16 officers, directors, and greater than 10% shareholders complied with all Section 16(a) filing requirements applicable to them.

Code of Ethics

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We will provide, without charge, upon request, copies of our code of ethics.

Requests for copies of our code of ethics should be sent in writing to Phoenix Bulk Carriers (US) LLC, 109 Long Wharf, Newport, RI 02840.

Requests for copies of our code of ethics should be sent in writing to Pangaea Logistics Solutions Ltd., 109 Long Wharf, Newport, RI 02840.

Corporate Governance

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Nominating and Corporate Governance Committee

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

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;

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The Company’s senior executives are generally awarded merit increases and annual incentive compensation in December of each year, following completion of annual performance review cycle.

The Company does not have employment agreements with any of its senior executives, including its executive officers, with the exception of the Managing Director of NBC.

The Company does not have employment agreements with any of its senior executives, including its executive officers.

Summary Compensation Table of the Company’s Named Executive Officers

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

Edward Coll (2)

2022 $ — $ — $ — $ —

Former Chief Executive Officer 2021 $ 250,000 $ 940,000 $ 6,124 $ 1,196,124

Filanowski 2023 $ 450,000 $ 600,000 $ 386,452 $ 1,436,452

2022 $ 250,000 $ 1,350,000 $ 207,196 $ 1,807,196

Chief Executive Officer 2022 $ 250,000 $ 1,350,000 $ 207,196 $ 1,807,196

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(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.

(2) On February 22, 2022, Mads Rosenberg Boye Petersen was appointed as Chief Operating Officer, effective on April 1, 2022.

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Stock Award Grant Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have

Not Vested (1)

Mark Filanowski 01/02/23 81,301 $ 669,920

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127,643 1,051,778

(1) Market value is calculated by multiplying the number of restricted stock awards that have not vested by $8.24, which was the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of 2023.

Retirement Benefits, Termination, Severance and Change in Control Payments

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Karen H Beachy $ 90,000 $ 100,000 $ 190,000

$ 67,500 $ 75,000 $ 142,500

(1) Information for Messrs.

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Refer to Note 13, "Stock Incentive Plans and Non-Controlling Interest" for additional information.

(3) Karen Beachy was appointed to serve as a director on the Company's board effective March 28, 2022.

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.

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Newport, RI 02840 583,676 1.25 %

Rosenfeld (5)

777 Third Ave, 37th Floor

New York, NY 10017 599,617 1.28 %

941,072 2.02 %

777 Third Ave, 37th Floor

New York, NY 10017 324,583 0.69 %

377,149 0.81 %

4579 Thorpe Ct

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Lagoa Investments 8,342,193 17.86 %

VR Global Partners, L.P.

2,642,761 5.69 %

Wellington Group Holdings LLP 2,979,457 6.41 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Andrew Coll (7)

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Andrew Coll, James Coll and Aidan Coll 4,802,070 10.28 %

BlackRock, Inc.

2,516,994 5.39 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of James Coll 2,347,620 5.05 %

Edward Coll and Julia Coll Irrevocable Trust for the benefit of Aidan Coll 2,347,620 5.05 %

*Less than 1%.

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(4) Shares owned by Mark Filanowski include 61,007 common shares held by his family members.

(5) Shares owned by Eric Rosenfeld includes 355,556 shares owned by Crescendo Partners III, L.P.

Rosenfeld is the Managing Member of Crescendo Investments III, LLC which is the General Partner of Crescendo Partners III, L.P.

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

Rosenfeld may be deemed to be the beneficial owner of the shares held by Crescendo Partners III, L.P.

(6) Shares owned by David Sgro includes 66,667 shares owned by Jamarant Capital L.P.

Sgro is the Managing Member.

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

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

(7) Shares owned by the Trust includes 15,000 restricted shares issued pursuant to the Pangaea Logistics Solutions Ltd.

2014 Share Incentive Plan (as amended and restated by the Board of Directors on May 6, 2022).

CERTAIN RELATIONSHIPS, RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

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Audit-related fees

During each of the years ended December 31, 2022 and 2021, the Company incurred audit-related fees o f $62,500 and $52,000, respectively, consisting of the fees and expenses for the audit of Nordic Bulk Holding Company Ltd., a subsidiary of the Company.

During each of the years ended December 31, 2023 and 2022, the Company incurred audit-related fees of $65,000 and $62,500, respectively, consisting of the fees and expenses for the audit of Nordic Bulk Holding Company Ltd., a subsidiary of the Company.

During the year ended December 31, 2023, the Company incurred tax related fees of $14,000.

During the year ended December 31, 2021, our independent registered public accounting firm did not render any tax services to us.

During the year ended December 31, 2022, the Company incurred tax related fees of $14,000.

All Other Fees

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Pangaea Logistics Solutions Ltd.

We have audited the accompanying consolidated balance sheets of Pangea Logistics Solutions Ltd.

(a Bermuda corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

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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.

The critical audit matters communicated below 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.

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 matters below, providing a separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Vessel Impairment Analysis

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

The principal consideration for our determination that the Company’s vessel impairment analysis is a critical audit matter is that the impairment analysis for each vessel asset group requires management to make significant estimates and assumptions related to forecasts of future cash flows, including but not limited to revenue growth rates, projected expenses, drydocking costs and estimated vessel salvage values.

The principal considerations for our determination that the Company’s vessel impairment analysis is a critical audit matter is that the impairment analysis for each vessel asset group requires management to make significant estimates and assumptions related to forecasts of future cash flows, including but not limited to revenue growth rates, projected expenses, drydocking costs and estimated vessel salvage values.

Evaluating the reasonableness of these estimates and projections require significant auditor judgment.

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• We tested the design and operating effectiveness of internal controls over the Company's vessel impairment analysis.

• We evaluated the reasonableness of the revenue growth rates and projected expenses, including drydocking costs, used in management's undiscounted cash flow analysis for each vessel asset group for consistency with historical data and changes in the business.

• We evaluated the reasonableness of the projected time charter equivalent (TCE) rates and projected expenses, including drydocking costs, used in management's undiscounted cash flow analysis for each vessel asset group for consistency with historical data and changes in the business.

• We agreed the inputs included in management's estimated salvage value calculation to third-party sources.

• We performed sensitivity analyses on the projected revenue, expenses, and useful lives used in the impairment analysis to evaluate the impact on the conclusions reached.

Valuation of Accounts Receivable

As described further in Note 3 to the financial statements, the Company had a significant customer who accounted for 37% of the trade receivable balance as of December 31, 2023.

These accounts receivable relate to services performed under a contract of affreightment during 2023.

We identified the valuation of the accounts receivable as a critical audit matter.

The principal considerations for our determination that the measurement of the receivable is a critical audit matter is that there is a degree of estimation uncertainty resulting from management judgment of the customer’s ability to meet its remaining payment obligation under the contract.

Given the customer’s balance is past due, management qualitatively evaluated whether any credit losses exist, including consideration of alternative funding sources the customer may use to meet the obligation.

Management’s qualitative evaluation of the measurement of receivables and the determination of the customer’s ability and intent to remit payment required a high degree of auditor judgment and an increased extent of effort to assess the reasonableness of management’s estimates and assumptions.

Our audit procedures related to the measurement of the receivable included the following, among others.

• We tested the design and operating effectiveness of internal controls over the assessment of the receivable.

• We tested management’s process related to the qualitative assessment and obtained an understanding of the relevant facts and circumstances related to the status of collection

• We confirmed the outstanding balance, intent to pay and the existence and accuracy of agreements with the customer as of December 31, 2023.

• We inspected guarantees from the ultimate parent company of the customer (“Parent”) and financial information of the Parent and corroborated their ability to pay.

• We inspected support for cash collections subsequent to year-end

/s/ GRANT THORNTON LLP

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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, 2022, and our report dated March 15, 2023 expressed an unqualified opinion on those financial statements.

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, 2023, and our report dated March 14, 2024 expressed an unqualified on those financial statements.

Basis for opinion

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

Our audit of, an opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of Pangaea Baltimore LLC, a wholly-owned subsidiary whose financial statements reflect total assets and total revenue constituting less than one percent, respectively, and Pangaea Port Everglades LLC, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting of one percent, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2023.

As indicated in Management’s Report, these subsidiaries were acquired during 2023.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded the internal control over financial reporting of Pangaea Baltimore LLC and Pangaea Port Everglades LLC.

Definition and limitations of internal control over financial reporting

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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

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.

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Total current assets 191,825,879 222,511,022

Fixed assets, net 476,524,752 471,912,810

Advances for vessel purchases — 1,990,000

Finance lease right of use assets, net 43,921,569 45,195,759

Fixed assets, at cost, net of accumulated depreciation of $ 127,015,253 and $ 108,844,668 , at December 31, 2023 and 2022, respectively

474,265,171 476,524,752

Finance lease right of use assets, at cost, net of accumulated depreciation of $ 10,393,823 and $ 12,139,654 at December 31, 2023 and 2022, respectively

30,393,823 43,921,569

Goodwill 3,104,800 —

Other Non-current Assets 5,590,295 5,284,127

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Accounts payable, accrued expenses and other current liabilities $ 35,836,262 $ 38,554,131

Related party notes payable — 242,852

Deferred revenue 15,629,886 20,883,958

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Charter revenue 23,715,895 59,673,238

Terminal & stevedore revenue 6,971,025 —

Total revenue 499,267,834 699,706,906

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Charter hire expense 111,033,537 222,332,197

Terminal & stevedore expenses 5,809,025 —

Vessel operating expenses 55,783,562 56,859,340

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Other (expense) income:

Interest expense, net ( 14,772,164 ) ( 10,329,397 )

Interest expense ( 17,025,547 ) ( 15,704,233 )

Interest income 3,572,134 932,069

Income attributable to Non-controlling interest recorded as long-term liability interest expense ( 462,150 ) ( 6,717,414 )

Unrealized gain on derivative instruments 682,323 3,886,201

Unrealized (loss) gain on derivative instruments ( 2,925,347 ) 682,323

Other income 761,485 807,142

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Amortization of prepaid rent 121,532 122,343

Unrealized gain on derivative instruments ( 682,323 ) ( 3,886,201 )

Unrealized loss (gain) on derivative instruments 2,925,347 ( 682,323 )

Income from equity method investee ( 684,470 ) ( 807,142 )

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Proceeds from sale of vessels 17,271,489 8,400,000

Advances for Vessel Purchases — ( 1,990,000 )

Acquisitions, net of cash acquired ( 7,200,000 ) —

Purchase of equipment and internal use software — ( 653,452 )

Contribution to non-consolidated subsidiaries and other investments ( 427,270 ) ( 515,162 )

Dividends received from equity method investments 1,637,500 —

Net cash used in investing activities ( 15,982,325 ) ( 28,509,096 )

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Cash paid for incentive compensation shares relinquished ( 127,283 ) ( 407,898 )

Contributions from non-controlling interests — 9,182,423

Payments to non-controlling interest recorded as long-term liability ( 2,500,000 ) ( 2,050,000 )

Net cash (used in) provided by financing activities ( 34,116,600 ) 143,858,760

Net increase in cash and cash equivalents 72,175,704 7,811,686

Net cash used in financing activities ( 67,151,692 ) ( 34,116,600 )

Net (decrease) increase in cash and cash equivalents ( 29,346,740 ) 72,175,704

Cash and cash equivalents at beginning of period $ 128,384,606 $ 56,208,902

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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, 2022 the Company owned three Panamax, two Ultramax Ice Class 1C, one Ultramax and nine Supramax vessels.

At December 31, 2023 the Company owned three Panamax, two Ultramax Ice Class 1C, two Ultramax and seven Supramax vessels.

The Company owns two-thirds of consolidated subsidiary Nordic Bulk Holding Company Ltd.

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

On June 1, 2023, the Company completed the acquisition of port and terminal operations in Fort Lauderdale, Florida and Baltimore, Maryland.

NOTE 2 – NATURE OF ORGANIZATION

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The primary purpose of this corporation is a holding company.

• Phoenix Bulk Carriers (BVI) Limited (“PBC”) – a corporation that was duly organized under the laws of the British Virgin Islands.

• Phoenix Bulk Carriers (BVI) Limited – a corporation that was duly organized under the laws of the British Virgin Islands.

The primary purpose of this corporation is to provide logistics services to its customers, and to manage and operate ocean-going vessels.

The Company was renamed Pangaea Logistics Solutions (BVI) Limited ("Pangaea BVI") in 2023.

• Phoenix Bulk Management Bermuda Limited (“PBM”) – a corporation that was duly organized under the laws of Bermuda.

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NBV is the holding company of Nordic Bulk Carriers AS (“NBC”).

NBC specializes in ice trading, as well as the carriage of a wide range of commodities, including cement clinker, steel scrap, fertilizers, and grains.

• Nordic Bulk Carriers Singapore Pte.

("NBS") - a corporation that was duly organized in March 2014 under the laws of Singapore.

NBS focuses on chartering and operating bulk carriers trading in a wide range of commodities;

and is a wholly-owned subsidiary of NBC.

NBC's name was changed to Pangaea Logistics Solutions Denmark AS ("Pangaea Denmark") in 2023.

Pangaea Denmark specializes in ice trading, as well as the carriage of a wide range of commodities, including cement clinker, steel scrap, fertilizers, and grains.

• Pangaea Logistics Solutions Singapore Pte.

("Pangaea Singapore") - a corporation that was duly organized in March 2014 under the laws of Singapore.

Pangaea Singapore focuses on chartering and operating bulk carriers trading in a wide range of commodities;

and is a wholly-owned subsidiary of Pangaea Denmark.

• Nordic Bulk Ventures Holding Company Ltd.

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Bulk Sachuest was established in August 2022 for the purpose of acquiring the m/v Bulk Sachuest.

• Bulk Prudence Corp.

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

Bulk Prudence was established in April 2023 for the purpose of acquiring the m/v Bulk Prudence.

• Pangaea Logistics Solutions (US) LLC ("PANL US") – a corporation that was duly organized under the laws of Delaware, was established in 2019 for the purpose of managing the Company's U.S.-based business activities.

• Pangaea Baltimore LLC - a corporation that was duly organized under the laws of Delaware, was established in 2023 for the purpose of acquiring Terminal and Stevedore operations at Port Baltimore, Maryland.

• Pangaea Port Everglades LLC - a corporation that was duly organized under the laws of Delaware, was established in 2023 for the purpose of acquiring Terminal and Stevedore operations at Port Everglades, Florida.

• Bay Stevedoring LLC - a corporation that was duly organized under the laws of Delaware, was established in 2019 for the primary purpose of managing and operating a port terminal in Louisiana.

At December 31, 2023 and 2022, entities that are consolidated pursuant to ASC 810-10, but which are not wholly-owned, include the following:

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The Company owns two-thirds equity interest of NBHC after the acquisition and the remainder one-third equity interest is owned by a third-party at December 31, 2023.

The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct its activities through time charter arrangements with NBC covering all of its owned vessels.

The Company determined that NBHC is a VIE and that it is the primary beneficiary of NBHC, as it has the power to direct its activities through time charter arrangements with Pangaea Denmark covering all of its owned vessels.

Accordingly, the Company has consolidated NBHC for the years ended December 31, 2023 and 2022.

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

At December 31, 2023 the Company had a 50 % ownership interest in VLNL with the other 50 % ownership interest owned by the independent third-party.

• Nordic Bulk Partners LLC.

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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.

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.

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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.

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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.

In a stevedore service contract, the Company is paid to provide cargo handling services on a per unit basis for a specified quantity of cargo.

The consideration in such a contract is determined on the basis of a rate per unit of cargo handled.

The contract may contain minimum quantities.

Revenues from stevedore service contracts are earned and recognized on a per unit basis as completed over the performance period.

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for our contracts that had an original expected duration of less than one year.

Deferred Revenue

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Deferred revenue recognized in the accompanying consolidated balance sheets is expected to be realized within twelve months of the balance sheet date.

All deferred revenue recorded on the consolidated balance sheets as of December 31, 2022 and December 31, 2021 was recognized during 2023 and 2022, respectively.

Voyage Expenses

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These expenses are recognized as incurred.

Terminal & Stevedore Expenses

Terminal & Stevedore expenses represent the cost to provide the Company's cargo handling services.

Terminal & Stevedore expenses include direct labor and related costs, the cost of insurance, expenses relating to repairs and maintenance of shore based equipment, trucking, and other direct miscellaneous expenses.

Concentrations of Credit Risk

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

At December 31, 2022, two customers accounted for 37 % of the Company’s trade accounts receivable.

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

At December 31, 2022, fourteen customers in the United States, four customers in Canada, fifteen customers in the Singapore, one customer in Barbados accounted for 68 % of 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, 2023, two customers collectively represented 57 % of the Company’s trade accounts receivable, one accounted for 35% and the other accounted for 22%.

At December 31, 2022, there were two customers that accounted for 37 % of the Company’s trade accounts receivable, one accounted for 21% and the other accounted for 16%.

At December 31, 2023, twenty-seven customers in the United States, and three customers in Canada, account for 70 % of accounts receivable.

At December 31, 2022, fourteen customers in the United States, four customers in Canada, fifteen customers in Singapore, and one customer in Barbados accounted for 68 % of accounts receivable.

For the year ended December 31, 2023, the Company had three countries that accounted for at least 10% of revenue;

the United States (thirty-nine representing 29 %), Canada (four representing 15%), and The United Kingdom (thirteen representing 12%).

For the year ended December 31, 2022, the Company had one country that accounted for at least 10% of revenue;

the United States (twenty-seven representing 25 %).

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

For the year ended December 31, 2022 1 customer accounted for 10% or more of total revenue.

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

For the year ended December 31, 2023, two customers accounted for 10 % or more of total revenue.

For the year ended December 31, 2022, one customer accounted for 10 % or more of total revenue.

Cash and Cash Equivalents

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Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of change in value, and have original maturities of three months or less.

Allowance for Doubtful Accounts

Allowance for Credit Losses

The Company provides a specific reserve for significant outstanding accounts that are considered potentially uncollectible in whole or in part.

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The reserve estimates are adjusted as additional information becomes available, or as payments are made.

At December 31, 2022 and 2021, the Company has provided an allowance for doubtful accounts of $ 4,367,848 and $ 1,990,459 respectively, for amounts that are not expected to be fully collected.

The provision for doubtful accounts was $ 2,377,389 in 2022 and $ 1,559,378 in 2021.

The Company had no write offs during 2022 and $ 1,464,957 during 2021, which amount was previously included in the allowance, because these amounts were determined to be uncollectible.

At December 31, 2023 and 2022, the Company has provided an allowance for credit losses of $ 5,657,837 and $ 4,367,848 respectively, for amounts that are not expected to be fully collected.

The provision for credit losses was $ 2,938,879 in 2023 and $ 2,377,389 in 2022.

In 2023, the Company had write-offs totaling $ 1,648,890 as these amounts were deemed uncollectible.

In contrast, there were no write-offs for the Company in 2022.

Bunker Inventory

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Accrued receivables 5,777,596 7,721,500

Margin Deposit 3,239,947 5,464,379

Cash margin on deposit 3,751,257 3,239,947

Derivative assets 3,384,137 4,892,144

Other current assets 5,845,309 4,143,757

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Name 2023 2022

Intangible Assets - Note 15:

Acquisitions $ 1,777,063 $ —

Investment in Seamar Managements S.A.

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The Company prepares a series of scenarios in an attempt to capture the range of possible trends and outcomes.

Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire days.

Projected net operating cash flows are net of brokerage and address commissions and assume no revenue on scheduled offhire

The Company uses the current vessel operating expense budget, estimated costs of drydocking and historical general and administrative expenses as the basis for its expected outflows, and applies an inflation factor it considers appropriate.

these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows.

The net of these inflows and outflows, plus an estimated salvage value, constitutes the projected undiscounted future cash flows.

If these projected cash flows do not exceed the carrying value of the asset group, an impairment charge would be calculated.

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

In both the first and fourth quarters of 2023, the Company identified triggering events associated with the sale of vessels, where the carrying value exceeded their fair value.

On January 18, 2023, the Company entered into a memorandum of agreement to sell the m/v Bulk Newport for $8.9 million in net consideration after brokerage commissions, resulting in a recorded loss on sale of $1.2 million in the first quarter of 2023.

Similarly, on October 17, 2023, the Company signed a memorandum of agreement to sell the m/v Bulk Trident for $9.5 million in net consideration after brokerage commissions, resulting in a loss on sale of $0.6 million in the fourth quarter of 2023.

The Company conducted an impairment analysis on each asset group and determined that the estimated undiscounted future cash flows exceeded their carrying amounts.

Therefore, no additional loss on impairment was recognized.

Also the Company concluded that no other triggering event had occurred during the remaining period of the 2023 which would require impairment testing.

During the first quarter of 2022, the Company determined that a triggering event occurred related to the sale of a vessel, as the carrying value exceeded its fair value.

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Also the Company concluded that no triggering event had occurred during the remaining period of the 2022 which would require impairment testing.

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

Financing Costs

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Charter hire payable 8,112,701 9,337,941

Note Payable — 2,549,207

Other accrued liabilities 3,013,917 914,041

Total $ 35,836,262 $ 38,554,131

The Company is not subject to corporate income taxes on its profits in Bermuda because Bermuda does not impose an income tax.

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.

As the tax is not determined based on taxable income, NBC’s tax expense of approximately $ 443,000 and $ 605,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2022 and 2021, respectively.

Changes to Bermuda tax policies may impact our financial position.

Under current Bermuda law, we are not subject to tax on income, profits, withholding, capital gains or capital transfers.

Furthermore, we obtained from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (as amended) (the “EUTP Act”) an assurance that, in the event Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of the tax will not be applicable to us or our operations or to our ordinary shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or to any taxes payable by us in respect of real property owned or leased by us in Bermuda until March 31, 2035.

As a result of changes made to the EUTP Act by the CIT Act (as defined below), this assurance has been made subject to the application of any taxes pursuant to the CIT Act, as described further below.

In the 2023 Budget, the Bermuda government announced the formation of an International Tax Working Group consisting of specialists in international tax matters and representatives of various bodies whose members may be directly impacted by such to examine how Bermuda can appropriately implement the Global Minimum Tax initiative.

The Working Group reported its findings and provided recommendations to the Bermuda Government in July 2023.

The Bermuda Government subsequently issued three public consultation papers as part of its considerations on the introduction of a corporate income tax in Bermuda, on August 8, 2023, October 5, 2023 and November 10, 2023.

On December 15, 2023, the Bermuda House of Assembly passed the Corporate Income Tax Act, 2023 (the “CIT Act”) which was also passed by the Senate on December 18, 2023 and will become fully operative with respect to the imposition of corporate income tax on January 1, 2025.

Under the CIT Act, Bermuda corporate income tax will be chargeable in respect of fiscal years beginning on or after January 1, 2025 and will apply only to Bermuda entities that are part of MNE groups with EUR 750 million or more in annual revenues in at least two of the four fiscal years immediately preceding the fiscal year in question (“Bermuda Constituent Entity Group”).

Where corporate income tax is chargeable to a Bermuda Constituent Entity Group, the amount of corporate income tax chargeable for a fiscal year shall be (1) 15% of the net taxable income of the Bermuda Constituent Entity Group less (2) tax credits applicable to the Bermuda Constituent Entity Group under Part 4 of the CIT Act, or as prescribed.

The CIT Act introduces certain “qualified refundable tax credits” which are set to be developed during 2024 to incentivize companies to support Bermuda residents through investments in key areas such as education, healthcare, housing, and other projects to help develop Bermuda’s workforce.

Bermuda will continue to monitor further developments around the world as other jurisdictions address the OECD’s standards.

The imposition of a Bermuda corporate income tax could, if applicable to the Company (or any Bermuda incorporated subsidiary of the Company), have a material adverse effect on the Company’s financial condition and results of operations.

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

Pangaea Denmark 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, Pangaea Denmark’s tax expense of approximately $ 417,000 and $ 443,000 is included within voyage expenses in the accompanying consolidated statements of income as of December 31, 2023 and 2022, respectively.

Shipping income derived from sources outside the United States is not subject to any Unites States federal income tax.

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trade or business.

Since earnings from shipping operations of the Company are not subject to U.S.

or foreign income taxation, the Company has not recorded income tax expense, deferred tax assets or liabilities for the years ended December 31, 2022 and 2021.

The earnings from shipping operations of the Company are not subject to U.S.

or foreign income taxation.

However, due to the U.S.

based terminal acquisitions that occurred in June 2023, the company's operations within these terminals is subjected to U.S.

income taxation from its US-based operations.

On June 1, 2023, the Company acquired two port terminal operations, one in Baltimore, Maryland and the other in Ft.

Lauderdale, Florida.

These acquisitions expanded the Company's income that is subject to United States taxes on fully consolidated companies.

Consequently, the Company continues to record income tax benefit or expense and deferred tax assets or liabilities for the year ended December 31, 2023 and December 31, 2022, which were immaterial for both periods.

Where required, the Company complies with income tax filings in its various jurisdictions of operations.

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

Total compensation cost recognized during the years ended December 31, 2022 and 2021 is $ 1,767,726 and $ 2,102,897 , 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, 2023 and 2022 is $ 2,087,807 a nd $ 1,767,726 , 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.

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The Company accounts for derivatives in accordance with the provisions of ASC 815, Derivatives and Hedging.

The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its

The Company uses interest rate swaps to reduce market risks associated with its operations, principally changes in variable interest rates on its bank debt.

Additionally, the Company uses forward freight agreements to protect against changes in charter rates and bunker (fuel) swaps to protect against changes in fuel prices.

The Company’s interest rate swaps, forward freight agreements (FFAs) and bunker swaps have not qualified for hedge accounting treatment.

As such, unrealized and realized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income.

As such, unrealized gains or losses are recognized as a component of Other expense in the Consolidated Statements of Income.

Derivative instruments are measured at fair value and are recorded as assets or liabilities.

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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, 2022, the Company has five fully fixed rate debt facilities and one facility which is fixed in part.

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

At December 31, 2023, the Company has six fully fixed rate debt facilities.

At December 31, 2022, the Company has five fully fixed rate debt facilities and one facility which was fixed in part.

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

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

At December 31, 2023, the Company had ten vessels chartered to customers under time charters that contain leases.

These 10 leases varied in original length from 21 days to 180 days.

At December 31, 2023, lease payments due under these arrangements totaled approximately $12,525,000 and each of the time charters were due to be completed in one hundred eighty days or less.

At December 31, 2022, the Company had four vessels chartered to customers under time charters that contain leases.

1 unchanged sentence

At December 31, 2022, lease payments due under these arrangements totaled approximately $2,789,000 and each of the time charters were due to be completed in one hundred five days or less.

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, 2022, 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.

The Company does not have any sales-type or direct financing leases.

Adoption of the lessee provisions of this guidance did not have a material impact on the Company's consolidated financial statements because the Company does not have any vessels chartered in (operating leases) for longer than one year and the practical expedient relating to leases with terms of 12 months or less was elected.

Furthermore, the Company's finance lease

right of use assets and finance lease liabilities were referred to as "assets under finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard.

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 Not Yet Adopted

Furthermore, the Company's finance lease right of use assets and finance lease liabilities were referred to as "assets under finance lease" and "obligations under finance leases" in prior period financial statements, but no other changes resulted from adoption of the standard.

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

Recently issued accounting standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies.

Recently issued standards typically do not require adoption until a future effective date.

their effective date, the Company evaluates the pronouncements to determine the potential effects of adoption on our consolidated financial statements.

As of January 1, 2023, we adopted ASU No.

2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13").

ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The adoption of the accounting standard did not have any material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No.

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The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses.

For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses.

The new standard is effective for the Company at the beginning of 2023.

Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date.

The Company is currently assessing the new guidance and its impact on its consolidated financial statements, and it intends to adopt the guidance when it becomes effective in the first quarter of 2023.

The adoption of ASU 2016-13 is currently not expected to have a material impact on the Company's consolidated financial statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the existing segment reporting guidance (ASC Topic 280 — Segment Reporting (“ASC 280”)) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

In addition, companies with a single reporting segment will have to provide all of the disclosures required by ASC 280, including the significant segment expense disclosures.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of our pending adoption of this standard on its financial statement disclosures.

NOTE 4 - CASH AND CASH EQUIVALENTS

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10,206,500 46,000,000

50,275,361 48,695,245

Total cash and cash equivalents $ 99,037,866 $ 128,384,606

(1) Consists of cash deposits at various major banks.

(1) It consists of cash deposits at various major banks with interest rates ranging from 5.48% to 5.69%.

(2) It consists of cash deposits at various major banks.

As of December 31, 2023 and December 31, 2022, we held cash and cash equivalents in the following subsidiaries:

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

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, Bulk Sachuest, NBH, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2022.

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.

The Company has concluded that 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, Bulk Sachuest, Bulk Prudence, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, VNLN and Pangaea Logistics Solutions (US) LLC are the VIEs at December 31, 2023.

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, Bulk Sachuest, NBV, Long Wharf, NBHC, BVH, NBP, FVL, VBC, and VNLN are the VIEs at December 31, 2022.

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.

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Ship-owning (1)

NBHC NBC Long Wharf VLNL NBP

NBHC NBV Long Wharf VLNL NBP PANL US

Total assets $ 100.3 $ 96.5 $ 53.3 $ 1.9 $ 0.6 $ 144.1 $ 3.2

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

NBHC NBC Long Wharf VLNL NBP

NBHC NBV Long Wharf VLNL NBP PANL US

Total assets $ 116.6 $ 128.1 $ 62.3 $ 1.9 $ 0.5 $ 152.0 $ —

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Total fixed assets, net $ 474,265,171 $ 476,524,752

Advances for vessel purchases $ — 1,990,000

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

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Owned vessels

m/v BULK PANGAEA $ — $ 11,802,463

m/v NORDIC ODYSSEY (1)

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m/v BULK ENDURANCE 21,859,034 23,106,438

m/v BULK PRUDENCE 26,533,530 —

m/v BULK COURAGEOUS (4)

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m/v BULK CONCORD (4)

18,965,726 19,394,966

m/v BULK NEWPORT — 10,211,578

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m/v BULK XAYMACA 11,623,719 13,082,596

13,082,596 12,661,804

m/v BULK DESTINY $ 18,770,104 $ 19,814,777

1 unchanged sentence

$ 30,393,823 $ 43,921,569

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, 2023 and December 31, 2022.

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

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

(6) On November 5, 2021, the Company entered into an agreement to purchase a 2009 built Panamax 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 four vessels in 2022 and five vessels in 2021.

The Company capitalized dry-docking costs on three vessels in 2023 and four vessels in 2022.

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.

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In January 2020, the Company entered into four interest rate cap contracts with total notional amount of $115.04 million as of December 31, 2023 at a cost of $ 628,000 to mitigate the risk associated with increases in interest rates on our sale and lease back financing arrangements of the four new-building vessels.

In the event that the three-month LIBOR rate rises above the applicable strike rate of 3.25 %, the Company would receive quarterly payments related to the spread difference.

In the event that the three-month SOFR rate rises above the applicable strike rate of 3.51 %, the Company would receive quarterly payments related to the spread difference.

These interest rate cap agreements do not qualify for hedge accounting treatment.

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December 31, 2022 Activity December 31, 2023

Included in trade accounts receivable and voyage revenue on the consolidated balance sheets and statements of income, respectively:

Trade receivables due from King George Slag (i)

Included in accounts payable and accrued expenses on the consolidated balance sheets:

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$ 1,643,806 $ ( 153,746 ) $ 1,490,060

Commissions payable (trade payables) (ii)

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 ) —

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

Seamar Management S.A.

1 unchanged sentence

("Seamar") is a joint venture of which the Company owns 51 % at December 31, 2023 and 2022 .

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.

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– Bulk Nordic Six Ltd.

2,070,000 2,330,000 6.03 % May 2024

— 2,070,000 — % Paid in full in January 10, 2023

– Bulk Pride - Tranche C (2)

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9,500,000 10,500,000 3.54 % May 2024

Bulk Freedom Loan Agreement — 2,600,000 June 2022

Bulk Valor Corp.

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7,733,094 8,500,000 6.19 % October 2029

109 Long Wharf Commercial Term Loan 374,466 484,066 6.39 % April 2026

109 Long Wharf Commercial Term Loan — 374,466 — % Paid in full in January 24, 2023

Total $ 100,251,475 $ 116,034,005

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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.

(4) 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.

1 unchanged sentence

Refer to Note 10 "Finance Leases" for additional information.

Bulk Nordic Odin Ltd., Bulk Nordic Olympic Ltd.

Bulk Nordic Odyssey Ltd., Bulk Nordic Orion Ltd.

And Bulk Nordic Oshima Ltd.

– Dated September 28, 2015 - Amended and Restated Loan Agreement

The amended agreement advanced $21,750,000 in respect of each the m/v Nordic Odin and the m/v Nordic Olympic;

$13,500,000 in respect of each the m/v Nordic Odyssey and the m/v Nordic Orion, and $21,000,000 in respect of the m/v Nordic Oshima.

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 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 the loan was repaid in full on April 26, 2021.

The Bulk Nordic Oasis Ltd.

- Loan Agreement - Dated December 11, 2015

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 the loan was repaid in full on April 26, 2021.

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

21 unchanged sentences

The agreement requires repayment of Tranche A, totaling $16,000,000, in three equal quarterly installments of $100,000 beginning on April 7, 2017 and 27 equal quarterly installments of $266,667.

A balloon payment of $8,766,658 is due with the final installment in May 2024.

A balloon payment of $8,766,658 is due with the final installment in May 2024, resulting in its reclassification to the current portion of long-term debt.

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% (3.63% at December 31, 2022) through March 2021, and thereafter at LIBOR plus 2.4%.

2 unchanged sentences

The amended agreement advanced $10,000,000 in respect of the m/v Bulk Pride on December 21, 2017, in two tranches.

The agreement requires repayment of Tranche C, totaling $8,500,000, in 26 equal quarterly installments of $275,000 beginning in March 2018 and a balloon payment of $1,350,000 due with the final installment in May 2024.

Interest on this advance was fixed at 4.69% through March 2021, fixed at 5.39% through December 2021, and fixed at 3.6% thereafter.

2 unchanged sentences

Bulk Independence Tranche E

The amended agreement advanced $14,000,000 under Tranche E in respect of the m/v Bulk Independence on May 13, 2019, which requires repayment of 20 equal quarterly installments of $250,000 beginning in September 2019 and a balloon payment of $9,000,000 due with the final installment in May 2024.

Interest on this advance was fixed at 3.48% through March 31, 2020, fixed at 2.84% through December 31, 2021 and fixed at 3.54% thereafter.

The loan is secured by first preferred mortgages on the m/v Bulk Endurance, the m/v Bulk Pride and the m/v Bulk Independence, the assignment of earnings, insurances and requisite compensation of the entity, and by guarantees of its shareholders.

Additionally, the agreement contains a minimum liquidity requirement, positive working capital of the borrower 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.

remain above defined ratios.

At December 31, 2023 and 2022, the Company was in compliance with these covenants.

9 unchanged sentences

The loan is payable in 120 equal monthly installments of $9,133.

Interest is floating at the 30 day LIBOR plus 2.00% (2.09% at December 31, 2022).

Interest is floating at the 30 day LIBOR plus 2.00%.

The loan is collateralized by all real estate located at 109 Long Wharf, Newport, RI, and a corporate guarantee of the Company.

1 unchanged sentence

The loan was repaid in full on January 25, 2023.

At December 31, 2022 and 2021, the Company was in compliance with these covenants.

At December 31, 2022, the Company was in compliance with these covenants.

The Bulk Valor Corp.

2 unchanged sentences

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.

A balloon payment of $3,500,000 is due on June 17, 2028.

Interest on this advance is fixed at 3.29%.

5 unchanged sentences

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.

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

Interest on this advance was fixed at 5.45% on July 15, 2022 through maturity.

9 unchanged sentences

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

As of December 31, 2022 the Company was in compliance with its financial covenants.

As of December 31, 2023 and 2022 the Company was in compliance with its financial covenants.

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

8 unchanged sentences

NOTE 10 - FINANCE LEASES

At December 31, 2022, 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.

At December 31, 2023, the Company's fleet includes three vessels (Bulk Xaymaca, 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, Bulk Concord, Nordic Nuluujaak, Nordic Qinngua, Nordic Sanngijuq and Nordic Siku are under finance leases in accordance with ASC 842.

5 unchanged sentences

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

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

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

Interest is floating at LIBOR plus 1.7% (6.48% including the margin, at December 31, 2022).

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

On October 6, 2023, the Company exercised its purchase option on the m/v Bulk Trident lease for approximately $4.6 million, and the transaction was completed on November 14, 2023.

Bulk PODS Bareboat Charter Agreement dated August 1, 2018

2 unchanged sentences

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

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

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

Interest is floating at LIBOR plus 1.7% (6.45% including the margin, at December 31, 2022).

Interest is floating at SOFR plus 1.96 % ( 7.33 % including the margin, at December 31, 2023).

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

54 unchanged sentences

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 4.73% for Bulk Nordic Eight and Bulk Nordic Ten and 4.76% for Bulk Nordic Seven and Bulk Nordic Nine.

The lessor has transitioned from 3-month LIBOR to 3-month SOFR starting from July 1, 2023.

Interest is floating at three-month SOFR plus 3.81% (9.16% including the margin, at December 31, 2023).

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

6 unchanged sentences

Bulk Trident Ltd.

5,551,836 7,177,082 6.48 % June 2027

— 5,551,836 Paid in full in November 14, 2023

Bulk Spirit Ltd.

24 unchanged sentences

(3) The Company entered into an interest rate cap through Q2 of 2026 and Q4 2026 which caps the LIBOR rate at 3.25%.

On July 31, 2023, the Company transitioned from the LIBOR rate to secured overnight financing rate ("SOFR").

(4) On October 6, 2023, the Company exercised its purchase option on the m/v Bulk Trident lease for approximately $4.6 million, and the transaction was completed on November 14, 2023.

Future minimum lease payments under finance leases with initial or remaining terms in excess of one year at December 31, 2023 were:

37 unchanged sentences

Payments to non-controlling interest recorded as long-term liability ( 2,500,000 ) ( 2,050,000 )

Contributions from non-controlling interests — 9,182,423

Earnings attributable to non-controlling interest recorded as interest expense 462,150 6,717,414

6 unchanged sentences

The Company leases office space for its Copenhagen operations.

Since December 31, 2018, this lease continues on a month to month basis.

The non-cancelable period is six months.

The lease expires in December 2025, at which time the lease continues on a month to month basis with a non-cancelable period of six months.

The Company leases office space for its Singapore operations.

At December 31, 2022, the remaining lease term is eight months.

In July 2023, the Company renewed its lease for a two year period.

At December 31, 2023, the remaining lease term is twenty months.

For the twelve months ended December 31, 2023 and 2022, the Company recognized approximately $0.2 million as lease expense for office leases in General and Administrative Expenses.

54 unchanged sentences

Non-controlling interest attributable to VLNL was approximately $1,058,000 and $1,203,000 at December 31, 2023 and 2022, respectively.

NOTE 15 - ACQUISITIONS

On March 24, 2023, the Company signed a Members Interest Purchase Agreement for the acquisition of marine port terminal operations for a purchase price of $7.2 million.

On June 1, 2023, the Company completed the acquisition for a total purchase price of $9.3 million including acquired net working capital.

Under the terms of the agreement, Pangaea acquired all onshore assets, licenses and business operations related to the sellers terminal operation.

This acquisition aims to enhance our logistics capabilities and aligns with our strategic objective of catering to customers beyond the realm of maritime transportation.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed:

Net working capital, excluding cash $ 1,772,889

Property, plant and equipment 1,844,100

Goodwill 3,104,800

Other intangible assets 2,251,100

Fair value of net assets acquired, excluding cash and cash equivalents 8,972,889

Cash and cash equivalents 326,888

Fair value of net assets acquired $ 9,299,777

NOTE 16 - UNAUDITED QUARTERLY DATA

4 unchanged sentences

Charter revenue 5.7 7.1 3.8 7.1 15.4 22.4 11.3 10.6

Terminal & stevedore revenue — 0.5 3.9 2.5 — — — —

113.7 118.1 135.6 131.9 191.7 195.6 184.5 127.9

2 unchanged sentences

Vessel operating expenses 13.6 13.2 14.3 14.7 13.2 12.9 15.4 15.4

Terminal & Stevedore Expenses — 0.4 3.5 1.9 — — — —

General and administrative 5.7 5.9 5.5 5.7 5.3 5.1 5.8 3.9

5 unchanged sentences

Other income (expense):

Interest expense, net ( 3.4 ) ( 3.6 ) ( 4.1 ) ( 3.6 ) ( 2.0 ) ( 2.6 ) ( 2.4 ) ( 3.3 )

Interest expense ( 4.3 ) ( 4.1 ) ( 4.3 ) ( 4.3 ) ( 3.4 ) ( 3.7 ) ( 4.4 ) ( 4.3 )

Interest income 1.0 1.0 0.8 0.7 — — 0.3 0.6

Income attributable to Non-controlling interest recorded as long-term liability interest expense 0.1 ( 0.9 ) ( 0.3 ) 0.6 ( 1.8 ) ( 1.7 ) ( 2.4 ) ( 0.8 )

Unrealized gain (loss) on derivative instruments ( 0.4 ) ( 1.3 ) 4.5 ( 5.7 ) 7.5 ( 3.5 ) ( 4.5 ) 1.2

Other income (expense) 0.1 0.1 0.3 0.3 0.3 ( 0.1 ) 0.6 0.3

Other (expense) income 0.4 0.2 ( 0.2 ) 0.3 0.1 0.1 0.3 0.3

Total other income (expense), net ( 3.1 ) ( 5.1 ) 0.5 ( 8.4 ) 2.4 ( 8.7 ) ( 10.7 ) ( 2.9 )

10 unchanged sentences

NOTE 17 - SUBSEQUENT EVENTS

On January 18, 2023 the Company entered into a memorandum of agreement to sell m/v Bulk Newport for $ 9.2 million.

The vessel was delivered to the buyer on March 3, 2023.

On February 15, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.10 per common share, to be paid on March 15, 2024, to all shareholders of record as of March 1, 2024.

12 unchanged sentences

Signature Title Date

Filanowski Chief Executive Officer March 15, 2023

Filanowski Chief Executive Officer and Director March 14, 2024

Filanowski (Principal Executive Officer)

/s/ Gianni DelSignore Chief Financial Officer, Principal March 14, 2024

Gianni DelSignore Accounting Officer

Gianni DelSignore Financial and Accounting Officer

/s/ Carl Claus Boggild Director March 14, 2024

6 unchanged sentences

Sgro Director March 14, 2024

Beachy Director March 14, 2024

3.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form S-1 filed on February 4, 2015).

28 unchanged sentences

10.17 Bulk Sachuest Corp.

Loan and Security Agreement dated as of October 13, 2022 *

Loan and Security Agreement dated as of October 13, 2022 (incorporated by reference to Exhibit 10.17 of Registrant's Current Report on Form 10-K dated March 15, 2022).

23.1 Consent of Grant Thornton LLP.

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation *

101.INS XBRL Instance Document*

7 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