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Filing Details

Accession Number:: 0001213900-21-022580
Form Type:: 13D Filing
Publication Date:: 2021-04-22 16:30:24

Filed By:: Pangaea One, L.p.
Company:: Pangaea Logistics Solutions Ltd. (NASDAQ:PANL)
Filing Date:: 2021-04-22
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Pangaea One Acquisition Holdings XIV	56,818	56,818	56,818	0.1%
Pangaea One	56,818	56,818	56,818	0.1%
Imfinno	990,529	990,529	990,529	2.2%
Malemod	1,504,294	1,504,294	1,504,294	3.3%
Nypsun	1,494,501	1,494,501	1,494,501	3.3%
Leggonly	1,401,434	1,401,434	1,401,434	3.1%
Pangaea One Parallel Fund (B)	1,401,409	1,401,409	1,401,409	3.1%
Pangaea One GP	6,848,985	6,848,985	6,848,985	15.0%
Pangaea One (Cayman)	2,970,995	2,970,995	2,970,995	6.5%
Pangaea One GP (Cayman)	2,970,995	2,970,995	2,970,995	6.5%
Pangaea One GP (Cayman), Co	2,970,995	2,970,995	2,970,995	6.5%
Pangaea One Parallel Fund	2,776,280	2,776,280	2,776,280	6.1%
Pangaea One GP	2,776,280	2,776,280	2,776,280	6.1%
Pangaea One GP	2,776,280	2,776,280	2,776,280	6.1%
Pangaea One Holding	9,819,980	9,819,980	9,819,980	21.5%
Cartesian Capital Group Holding	12,596,260	12,596,260	12,596,260	27.6%
Peter Yu	12,596,260	12,596,260	12,596,260	27.6%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

PANGAEA LOGISTICS SOLUTIONS LTD.

(Name of Issuer)

Common Shares, par value $0.0001 per share

(Title of Class of Securities)

G6891L105

(CUSIP Number)

Paul Hong

Cartesian Capital Group, LLC

505 Fifth Avenue, 15th Floor

New York, NY 10017

(212) 461-6363

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 19, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6891L105

Schedule 13D

Page 1 of 23

1	Names of Reporting Persons Pangaea One Acquisition Holdings XIV, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 56,818
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 56,818

11	Aggregate Amount Beneficially Owned by Each Reporting Person 56,818
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 2 of 23

1	Names of Reporting Persons Pangaea One, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 56,818
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 56,818

11	Aggregate Amount Beneficially Owned by Each Reporting Person 56,818
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 3 of 23

1	Names of Reporting Persons Imfinno, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 990,529
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 990,529

11	Aggregate Amount Beneficially Owned by Each Reporting Person 990,529
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 2.2%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 4 of 23

1	Names of Reporting Persons Malemod, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 1,504,294
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 1,504,294

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,504,294
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.3%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 5 of 23

1	Names of Reporting Persons Nypsun, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 1,494,501
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 1,494,501

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,494,501
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.3%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 6 of 23

1	Names of Reporting Persons Leggonly, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 1,401,434
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 1,401,434

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,401,434
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 7 of 23

Names of Reporting Persons

Pangaea One Parallel Fund (B), L.P.

Check the Appropriate Box if a Member of a Group

(a) ☐
(b) ☐

SEC Use Only

Source of Funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

Citizenship or Place of Organization

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 1,401,409
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 1,401,409

11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,401,409
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 3.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 8 of 23

1	Names of Reporting Persons Pangaea One GP, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 6,848,985
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 6,848,985

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,848,985
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 15.0%
14	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. G6891L105

Schedule 13D

Page 9 of 23

1	Names of Reporting Persons Pangaea One (Cayman), L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,970,995
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,970,995

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,995
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.5%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 10 of 23

1	Names of Reporting Persons Pangaea One GP (Cayman), L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,970,995
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,970,995

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,995
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.5%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 11 of 23

1	Names of Reporting Persons Pangaea One GP (Cayman), Co.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,970,995
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,970,995

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,995
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.5%
14	Type of Reporting Person CO

CUSIP No. G6891L105

Schedule 13D

Page 12 of 23

1	Names of Reporting Persons Pangaea One Parallel Fund, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,776,280
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,776,280

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,776,280
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 13 of 23

1	Names of Reporting Persons Pangaea One GP2 (Cayman), L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,776,280
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,776,280

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,776,280
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.1%
14	Type of Reporting Person PN

CUSIP No. G6891L105

Schedule 13D

Page 14 of 23

1	Names of Reporting Persons Pangaea One GP2 (Cayman), Co.
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 2,776,280
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 2,776,280

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,776,280
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.1%
14	Type of Reporting Person CO

CUSIP No. G6891L105

Schedule 13D

Page 15 of 23

1	Names of Reporting Persons Pangaea One Holding, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 9,819,980
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 9,819,980

11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,819,980
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 21.5%
14	Type of Reporting Person CO

CUSIP No. G6891L105

Schedule 13D

Page 16 of 23

1	Names of Reporting Persons Cartesian Capital Group Holding, LLC
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 12,596,260
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 12,596,260

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,596,260
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 27.6%
14	Type of Reporting Person CO

CUSIP No. G6891L105

Schedule 13D

Page 17 of 23

1	Names of Reporting Persons Peter Yu
2	Check the Appropriate Box if a Member of a Group	(a) ☐ (b) ☐
3	SEC Use Only
4	Source of Funds (See Instructions) SC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	Sole Voting Power 0
	8	Shared Voting Power 12,596,260
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 12,596,260

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,596,260
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 27.6%
14	Type of Reporting Person IN

CUSIP No. G6891L105

Schedule 13D

Page 18 of 23

EXPLANATORY NOTE

This Amendment No. 4 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2014 (as amended, the “Schedule 13D”), relating to the common shares, par value $0.0001 per share (the “Common Shares”), of Pangaea Logistics Solutions Ltd., a Bermuda company (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Director Resignations

On March 10, 2021, Paul Hong and Nam Trinh resigned as members of the board of directors of the Issuer.

CUSIP No. G6891L105

Schedule 13D

Page 19 of 23

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares and percentage of Common Shares beneficially owned by each of the Reporting Persons, as well as the number of Common Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 45,618,206 Common Shares outstanding as of March 15, 2021, as described in the Issuer’s annual report on Form 10-K filed with the SEC on March 15, 2021.

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Pangaea One Acquisition Holdings XIV, LLC		56,818		0.1	%		0		56,818		0		56,818
Pangaea One, L.P.		56,818		0.1	%		0		56,818		0		56,818
Imfinno, L.P.		990,529		2.2	%		0		990,529		0		990,529
Malemod, L.P.		1,504,294		3.3	%		0		1,504,294		0		1,504,294
Nypsun, L.P.		1,494,501		3.3	%		0		1,494,501		0		1,494,501
Leggonly, L.P.		1,401,434		3.1	%		0		1,401,434		0		1,401,434
Pangaea One Parallel Fund (B), L.P.		1,401,409		3.1	%		0		1,401,409		0		1,401,409
Pangaea One GP, LLC		6,848,985		15.0	%		0		6,848,985		0		6,848,985
Pangaea One (Cayman), L.P.		2,970,995		6.5	%		0		2,970,995		0		2,970,995
Pangaea One GP (Cayman), L.P.		2,970,995		6.5	%		0		2,970,995		0		2,970,995
Pangaea One GP (Cayman), Co.		2,970,995		6.5	%		0		2,970,995		0		2,970,995
Pangaea One Parallel Fund, L.P.		2,776,280		6.1	%		0		2,776,280		0		2,776,280
Pangaea One GP2 (Cayman), L.P.		2,776,280		6.1	%		0		2,776,280		0		2,776,280
Pangaea One GP2 (Cayman), Co.		2,776,280		6.1	%		0		2,776,280		0		2,776,280
Pangaea One Holding, LLC		9,819,980		21.5	%		0		9,819,980		0		9,819,980
Cartesian Capital Group Holding, LLC		12,596,260		27.6	%		0		12,596,260		0		12,596,260
Peter Yu		12,596,260		27.6	%		0		12,596,260		0		12,596,260

Pangaea Acquisition is the record holder of 56,818 Common Shares. Imfinno is the record holder of 990,529 Common Shares. Malemod is the record holder of 1,504,294 Common Shares. Nypsun is the record holder of 1,494,501 Common Shares. Leggonly is the record holder of 1,401,434 Common Shares. Pangaea Parallel B is the record holder of 1,401,409 Common Shares. Pangea Cayman is the record holder of 2,970,995 Common Shares. Pangaea Parallel is the record holder of 2,776,280 Common Shares.

Mr. Yu is the managing member or director of each of Cartesian, Pangaea One LLC, PGP Co and PGP2 Co. Cartesian controls each of Pangaea One LLC and PGP2 Co. Pangaea One LLC controls PGP Co. and Pangaea LLC. PGP Co is the general partner of PGP LP, which is the general partner of Pangaea Cayman. PGP2 Co is the general partner of PGP2 LP, which is the general partner of Pangaea Parallel. Pangaea LLC is the general partner of each of Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel (B) and Pangaea One. Pangaea One, Pangaea Parallel (B), Pangaea Cayman, and Pangaea Parallel each directly own Pangaea Acquisition.

CUSIP No. G6891L105

Schedule 13D

Page 20 of 23

Each of the Reporting Persons, except for Imfinno, Malemod, Nypsun and Leggonly, may be deemed to beneficially own the Common Shares held of record by Pangaea Acquisition. Each of Mr. Yu, Cartesian, Pangaea One LLC and Pangaea LLC may be deemed to beneficially own the Common Shares held of record by each of Imfinno, Malemod, Nypsun, Leggonly and Pangaea Parallel (B). Each of Mr. Yu, Cartesian, Pangaea One LLC, PGP Co and PGP LP may be deemed to beneficially own the Common Shares held of record by Pangaea Cayman. Each of Mr. Yu, Cartesian, PGP2 Co and PGP2 LP may be deemed to beneficially own the Common Shares held of record by Pangaea Parallel.

(c) Since the most recent filing on Schedule 13D, the Pangaea Acquisition disposed of 919,389 Common Shares in a series of open market transactions at prices ranging from $3.25 to $2.91 per share. Details by date, listing the number of Common Shares disposed of and the weighted average price per share are provided below.

Date	Equity Shares Disposed Of		Weighted Average Price per Share
March 23, 2021		900	$	3.25
March 24, 2021		2,649	$	3.25
March 31, 2021		6,000	$	3.1643
April 5, 2021		9,242	$	3.126
April 6, 2021		31,353	$	3.0825
April 7, 2021		15,069	$	3.0825
April 8, 2021		14,484	$	3.0326
April 9, 2021		37,458	$	3.0376
April 12, 2021		14,100	$	3.0147
April 14, 2021		7,557	$	3.0009
April 15, 2021		34,182	$	2.9981
April 16, 2021		250,000	$	2.9425
April 19, 2021		56,738	$	2.9909
April 20, 2021		1,045	$	3.00
April 21, 2021		438,612	$	2.9645

(d) None.

(e) Not applicable.

CUSIP No. G6891L105

Schedule 13D

Page 21 of 23

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 22, 2021

	Pangaea One Acquisition Holdings XIV, LLC
	By: Pangaea One, L.P., its managing member
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	Pangaea One, L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	IMFINNO, L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	MALEMOD, L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	NYPSUN, L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

CUSIP No. G6891L105

Schedule 13D

Page 22 of 23

	LEGGONLY, L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE PARALLEL FUND (B), L.P.
	By: Pangaea One GP, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE GP, LLC

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE (CAYMAN), L.P.
	By: Pangaea One GP (Cayman), L.P., its general partner
	By: Pangaea One GP (Cayman), Co., its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE GP (CAYMAN), L.P.
	By: Pangaea One GP (Cayman), Co., its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE GP (CAYMAN), CO.

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

CUSIP No. G6891L105

Schedule 13D

Page 23 of 23

	PANGAEA ONE PARALLEL FUND, L.P.
	By: Pangaea One GP2 (Cayman), L.P., its general partner
	By: Pangaea One GP2 (Cayman), Co., its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE GP2 (CAYMAN), L.P.
	By: Pangaea One GP2 (Cayman), Co., its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE GP2 (CAYMAN), CO.

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	PANGAEA ONE HOLDING, LLC
	By: Cartesian Capital Group Holding, LLC, its general partner

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	CARTESIAN CAPITAL GROUP HOLDING, LLC

	By:	/s/ Peter Yu
	Name:	Peter Yu
	Title:	Director

	/s/ Peter Yu
	Peter Yu