Pangaea Logistics Solutions Ltd 2024年度报告

FORM 10-K/A (Amendment No. 1) ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023OR Commission File Number:001-36798 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes¨ No ý Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirement for the past 90 days.Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes ý No ¨ Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K. ý Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smallerreporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No x The aggregate market value of the registrant's Common Stock held by non-affiliates at June 30, 2023 was approximately $244.9million based on the Nasdaq closing price for such shares on that date. The registrant has no non-voting common equity. As of March 12, 2024, 46,721,228 shares of Common Shares, $0.0001 par value per share were outstanding.2 EXPLANATORY NOTE Pangaea Logistics Solutions Ltd. (the “Company”) is filing this amendment to its Annual Report on Form10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securitiesand Exchange Commission (the “SEC”) on March 14, 2024 (the “2023 Form 10-K” or the “Original Filing”),solely for the purpose of correcting an administrative error in the certifications filed as Exhibits 31.2 and32.2 (the “Certifications”) to the 2023 Form 10-K. The Certifications filed with the 2023 Form 10-Kcontained a typographical error in that they inadvertently referred to a prior year’s annual report on form10-K of the Company, and the corrected Certifications are being filed as Exhibits 31.2 and 32.2 with thisForm 10-K/A. Accordingly, changes to this Form 10-K/A are being made solely to the cover page, theexhibit index, the Certifications and the signature pages. Except as described above, no changes have been made to the Original Filing, and this Form 10-K/Adoes not modify, amend or update any of the other financial information or other information contained inthe Original Filing, and except as specifically provided herein, this Form 10-K/A does not reflect anyinformation or events occurring after the date of the Original Filing. TABLE OF CONTENTS PART I ITEM 1.BUSINESSITEM 1A.RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGS ITEM 4.MINE SAFETY DISCLOSURES59PART II61ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES61ITEM 6.SELECTED FINANCIAL DATA61ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS64ITEM 7A.QUANTITATIVE AND QUALITATI