Filing Details

Pangaea Logistics Solutions, Ltd.

(Name of Issuer)

Common Shares, $0.0001 par value per share

(Title of Class of Securities)

G6891L105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4(b).

(1)        Reflects current beneficial ownership of the Reporting Person.  See additional information regarding beneficial ownership contained in Item 4.

This Amendment No. 3 to Schedule 13G (this “Amendment No. 3”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on May 6, 2021, as amended on February 14, 2022 and February 14, 2023 (the “Schedule 13G”).  This Amendment No. 3 relates to Common Shares, $0.0001 par value (“Common Stock”), of Pangaea Logistics Solutions, Ltd., a Bermuda exempted company (the “Issuer”), and is being filed on behalf of (i) VR Global Partners, L.P. (the “Fund”), a Cayman Islands exempted limited partnership, (ii) VR Advisory Services Ltd (“VR”), a Cayman Island exempted company, as the general partner of the Fund, (iii) VR Capital Participation Ltd. (“VRCP”), a Cayman Islands exempted company, as the sole shareholder of VR, (iv) VR Capital Group Ltd. (“VRCG”), a Cayman Islands exempted company, as the sole shareholder of VRCP, (v) VR Capital Holdings Ltd. (“VRCH”), a Cayman Islands exempted company, as the sole shareholder of VRCG and (vi) Richard Deitz, the principal of VR, VRCP, VRCG, VRCH (collectively with the Fund, VR, VRCP, VRCG and VRCH, the “Reporting Persons”). All shares of Common Stock are held by the Fund.

Item 1(a)         Name of Issuer.

Pangaea Logistics Solutions, Ltd. (the “Issuer”)

Item 1(b)         Address of Issuer’s Principal Executive Offices.

c/o Phoenix Bulk Carriers (US) LLC

109 Long Wharf

Newport, RI 02840

Item 2(a)         Name of Person Filing.

The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)	VR Global Partners, L.P. (the “Fund”);

(ii)	VR Advisory Services Ltd (“VR”);

(iii)

VR Capital Participation Ltd. (“VRCP”);

(iv)	VR Capital Group Ltd. (“VRCG”);

(v)	VR Capital Holdings Ltd. (“VRCH”); and

(vi)	Richard Deitz.

Item 2(b)         Address of Principal Business Office, or, if none, Residence.

For the Fund, VRCP, VRCG and VRCH:  c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands

For VR:  601 Lexington Avenue, 59th Floor, New York, New York, 10022, USA.

For Mr. Deitz:  Niddry Lodge, 51 Holland Street, First Floor, London W8 7JB, United Kingdom

Item 2(c)         Citizenship or Place of Organization.

(i)	The Fund is a Cayman Islands exempted limited partnership;

(ii)	VR is a Cayman Islands exempted company;

(iii)

VRCP is a Cayman Islands exempted company;

(iv)	VRCG is a Cayman Islands exempted company;

(v)	VRCH is a Cayman Islands exempted company; and

(vi)	Mr. Deitz is a United States citizen.

Item 2(d)         Title of Class of Securities.

Common Shares, $0.0001 par value (the “Common Stock”).

Item 2(e)         CUSIP Number.

G6891L105

Covering VR, VRCP, VRCG, VRCH and Mr. Deitz:

Item 4             Ownership.

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

As of the date hereof, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 170,765 shares of the Common Stock of the Issuer, representing approximately 0.4% of the shares of Common Stock outstanding.

The above percentages are based on 46,466,622 shares of Common Stock of the Issuer outstanding as of November 7, 2023, as described in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission November 8, 2023.

170,765 shares of Common Stock of the Issuer reported as beneficially owned herein are directly held by the Fund.  VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over the 170,765 shares of Common Stock held by the Fund and thus may be deemed to beneficially own such shares of Common Stock.  VRCP, as the sole shareholder of VR, also may be deemed to beneficially own the 170,765 shares of Common Stock held by the Fund.  VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own the 170,765 shares of Common Stock held by the Fund.  VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own the 170,765 shares of Common Stock held by the Fund.  Mr. Deitz, as the principal of VR, VRCP, VRCG and VRCH, also may be deemed to beneficially own the 170,765 shares of Common Stock held by the Fund.

Item 5             Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

Item 6             Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Inapplicable.

Inapplicable.

Inapplicable.

For VR, VRCP, VRCG, VRCH and Mr. Deitz:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

For the Fund:

By signing below the Reporting Person certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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:  February 13, 2024

VR Global Partners, L.P.

By:  VR Advisory Services Ltd, its general partner

By: /s/ Emile du Toit

Name:           Emile du Toit

Title:              Authorized Person

VR Advisory Services Ltd

By: /s/ Emile du Toit

Name:           Emile du Toit

Title:              Authorized Person

VR Capital Participation Ltd.

By: /s/ Emile du Toit

Name:           Emile du Toit

Title:              Authorized Person

VR Capital Group Ltd.

By: /s/ Emile du Toit

Name:           Emile du Toit

Title:              Authorized Person

VR Capital Holdings Ltd.

By: /s/ Emile du Toit

Name:           Emile du Toit

Title:              Authorized Person

Richard Deitz