Filing Details
- Accession Number:
- 0001213900-21-045050
- Form Type:
- 13D Filing
- Publication Date:
- 2021-08-25 20:00:00
- Filed By:
- Pangaea One, L.p.
- Company:
- Pangaea Logistics Solutions Ltd. (NASDAQ:PANL)
- Filing Date:
- 2021-08-26
- SEC Url:
- 13D Filing
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 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Pangaea One Acquisition Holdings XIV | 0 | 56,818 | 0 | 56,818 | 56,818 | 0.1% |
| Pangaea One | 0 | 56,818 | 0 | 56,818 | 56,818 | 0.1% |
| Imfinno | 0 | 119,198 | 0 | 119,198 | 119,198 | 0.3% |
| Malemod | 0 | 181,020 | 0 | 181,020 | 181,020 | 0.4% |
| Nypsun | 0 | 179,846 | 0 | 179,846 | 179,846 | 0.4% |
| Leggonly | 0 | 168,647 | 0 | 168,647 | 168,647 | 0.4% |
| Pangaea One Parallel Fund (B) | 0 | 168,642 | 0 | 168,642 | 168,642 | 0.4% |
| Pangaea One GP | 0 | 874,171 | 0 | 874,171 | 874,171 | 1.9 % |
| Pangaea One (Cayman) | 0 | 357,521 | 0 | 357,521 | 357,521 | 0.8 % |
| Pangaea One GP (Cayman) | 0 | 357,521 | 0 | 357,521 | 357,521 | 0.8% |
| Pangaea One GP (Cayman), Co | 0 | 357,521 | 0 | 357,521 | 357,521 | 0.8% |
| Pangaea One Parallel Fund | 0 | 334,092 | 0 | 334,092 | 334,092 | 0.7% |
| Pangaea One GP | 0 | 334,092 | 0 | 334,092 | 334,092 | 0.7% |
| Pangaea One GP | 0 | 334,092 | 0 | 334,092 | 334,092 | 0.7% |
| Pangaea One Holding | 0 | 1,231,692 | 0 | 1,231,692 | 1,231,692 | 2.7% |
| Cartesian Capital Group Holding | 0 | 1,565,784 | 0 | 1,565,784 | 1,565,784 | 3.4% |
| Peter Yu | 0 | 1,565,784 | 0 | 1,565,784 | 1,565,784 | 3.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
August 24, 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 22 |
| 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 22 |
| 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 22 |
| 1 | Names
of Reporting Persons | |
| 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
119,198 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
119,198 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
119,198 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.3% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 4 of 22 |
| 1 | Names
of Reporting Persons | |
| 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
181,020 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
181,020 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
181,020 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.4% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 5 of 22 |
| 1 | Names
of Reporting Persons | |
| 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
179,846 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
179,846 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
179,846 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.4% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 6 of 22 |
| 1 | Names
of Reporting Persons | |
| 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
168,647 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
168,647 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,647 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.4% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 7 of 22 |
| 1 | Names
of Reporting Persons Pangaea One Parallel Fund (B), 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
168,642 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
168,642 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
168,642 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.4% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 8 of 22 |
| 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
874,171 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
874,171 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
874,171 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
1.9% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. G6891L105 | Schedule 13D | Page 9 of 22 |
| 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
357,521 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
357,521 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
357,521 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.8% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 10 of 22 |
| 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
357,521 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
357,521 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
357,521 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.8% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 11 of 22 |
| 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
357,521 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
357,521 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
357,521 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.8% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 12 of 22 |
| 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
334,092 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
334,092 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
334,092 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 13 of 22 |
| 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
334,092 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
334,092 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
334,092 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.7% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. G6891L105 | Schedule 13D | Page 14 of 22 |
| 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
334,092 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
334,092 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
334,092 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.7% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 15 of 22 |
| 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
1,231,692 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,231,692 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,231,692 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
2.7% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 16 of 22 |
| 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
1,565,784 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,565,784 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,565,784 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
3.4% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. G6891L105 | Schedule 13D | Page 17 of 22 |
| 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
1,565,784 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,565,784 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,565,784 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
3.4% |
| 14 | Type of Reporting Person
IN |
| CUSIP No. G6891L105 | Schedule 13D | Page 18 of 22 |
EXPLANATORY NOTE
This Amendment No. 8 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 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 45,613,840 Common Shares outstanding as of August 10, 2021, as described in the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 10, 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. | 119,198 | 0.3 | % | 0 | 119,198 | 0 | 119,198 | |||||||||||||||||
| Malemod, L.P. | 181,020 | 0.4 | % | 0 | 181,020 | 0 | 181,020 | |||||||||||||||||
| Nypsun, L.P. | 179,846 | 0.4 | % | 0 | 179,846 | 0 | 179,846 | |||||||||||||||||
| Leggonly, L.P. | 168,647 | 0.4 | % | 0 | 168,647 | 0 | 168,647 | |||||||||||||||||
| Pangaea One Parallel Fund (B), L.P. | 168,642 | 0.4 | % | 0 | 168,642 | 0 | 168,642 | |||||||||||||||||
| Pangaea One GP, LLC | 874,171 | 1.9 | % | 0 | 874,171 | 0 | 874,171 | |||||||||||||||||
| Pangaea One (Cayman), L.P. | 357,521 | 0.8 | % | 0 | 357,521 | 0 | 357,521 | |||||||||||||||||
| Pangaea One GP (Cayman), L.P. | 357,521 | 0.8 | % | 0 | 357,521 | 0 | 357,521 | |||||||||||||||||
| Pangaea One GP (Cayman), Co. | 357,521 | 0.8 | % | 0 | 357,521 | 0 | 357,521 | |||||||||||||||||
| Pangaea One Parallel Fund, L.P. | 334,092 | 0.7 | % | 0 | 334,092 | 0 | 334,092 | |||||||||||||||||
| Pangaea One GP2 (Cayman), L.P. | 334,092 | 0.7 | % | 0 | 334,092 | 0 | 334,092 | |||||||||||||||||
| Pangaea One GP2 (Cayman), Co. | 334,092 | 0.7 | % | 0 | 334,092 | 0 | 334,092 | |||||||||||||||||
| Pangaea One Holding, LLC | 1,231,692 | 2.7 | % | 0 | 1,231,692 | 0 | 1,231,692 | |||||||||||||||||
| Cartesian Capital Group Holding, LLC | 1,565,784 | 3.4 | % | 0 | 1,565,784 | 0 | 1,565,784 | |||||||||||||||||
| Peter Yu | 1,565,784 | 3.4 | % | 0 | 1,565,784 | 0 | 1,565,784 | |||||||||||||||||
| CUSIP No. G6891L105 | Schedule 13D | Page 19 of 22 |
Pangaea Acquisition is the record holder of 56,818 Common Shares. Imfinno is the record holder of 119,198 Common Shares. Malemod is the record holder of 181,020 Common Shares. Nypsun is the record holder of 179,846 Common Shares. Leggonly is the record holder of 168,647 Common Shares. Pangaea Parallel B is the record holder of 168,642 Common Shares. Pangea Cayman is the record holder of 357,521 Common Shares. Pangaea Parallel is the record holder of 334,092 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.
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, Imfinno, Malemod, Nypsun, Leggonly, Pangaea Parallel B, Pangea Cayman and Pangaea Parallel disposed an aggregate of 1,367,090 Common Shares in a series of open market transactions at prices ranging from $4.70 to $4.935 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 | Weighted Average Price per Share | ||||||
| August 16, 2021 | 16,500 | $ | 4.9305 | |||||
| August 18, 2021 | 33,082 | $ | 4.9026 | |||||
| August 20, 2021 | 20,743 | $ | 4.8802 | |||||
| August 23, 2021 | 77,246 | $ | 4.8477 | |||||
| August 24, 2021 | 1,219,519 | $ | 4.7226 | |||||
| (d) | None. |
| (e) | On August 24, 2021, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Shares of the Issuer. |
| CUSIP No. G6891L105 | Schedule 13D | Page 20 of 22 |
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: August 26, 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 21 of 22 |
| 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 22 of 22 |
| 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 | ||