SecProbe.io

June 9, 2014

Via E -mail
Eric S. Rosenfeld
President
Quartet Holdco Ltd.
777 Third Avenue, 37th Floor
New York, NY 10017

Re: Quartet Holdco Ltd.
Registration Statement on Form S-4
Filed May 13, 2014
  File No. 333-195910
  Quartet Merger Corp.
  Preliminary Proxy Statement on Schedule 14A
  Filed May 13, 2014
  File No. 001 -36139

Dear  Mr. Rosenfeld :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comm ents apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we  may have additional comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a)
of the Jumpstart Our Business Startups Act  by any broker or dealer that is participating or
will participate in your offering.

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 2

 2. The financial statements should be updated, as necessary, to comply with Rule 3 -12 of
Regulation S -X.  Pro forma information should be similarly updated.

Cover Page

3. Please revise to indicate by check mark whether the company is a large accelerated filer,
an accelerated filer, a non -accelerated filer, or a smaller reporting company.

4. Please revise the cross -reference to the risk factors section to include the page number
where it appears in the prospectus.  Refer to Item 501(b)(5) of Regulation S -K.

Summary of the Material Terms of the Mergers, page 1

5. Please revise to provide g reater detail regarding the Representative’s purchase options
that are being registered, including their price.

Questions and Answers About the Proposals, page 3

Why is Quartet proposing the merger ? page 4

6. Please remove subjective marketing type language such as your “very appealing ” growth
profile and “compelling ” valuation .  Please also balance your disclosure here by stating
that there is no guarantee Pangaea will provide “significant growth potential.”

Summary of the Proxy Statement/Prospectus, page 10

7. In an appropriate place in the summary, please disclose that you are an emerging growth
company.

8. We note your statement in the fourth paragraph that after consummation of the mergers,
the funds in the trust account will be used “for working capital and general corporate
purposes, including funding for organic growth and potential acqu isitions.”  Please
apportion the funds for these purposes, and to the extent you have any potential
acquisitions planned or agreed upon, please disclose.  Additionally, please revise to
quantify the fees payable  to EarlyBirdCapital, Inc., Dinan & Company, LLC, and
“Quartet’s and Pangaea’s a dvisors” here and throughout the prospectus.

Pangaea, page 11

9. Please revise to state as a belief of management th at Pangaea is an “established” logistics
company with “expertise.”  Please also explain what is meant by y our statement that
Pangaea addresses the needs of its customers by undertaking a “comprehensive set of
services” with a focus on “premium routes.”

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 3

 The Merger Proposal, page 11

10. Please explain the timing of the redomestication  merger and the transaction merger, as
they relate to each other.

11. We note that the Pangaea shareholders will receive 28,431,37 2 shares of Holdco, but this
part of the transaction does not appear to be registered.  Please advise  and tell us what
exemption you are relying upon, if this is the case.

12. In this regard, please explain what is being offered to each Pangaea shareholder.  For
instance, we note the disclosure that the Pangaea securityholders will receive common
shares, and  “up to” $10,000,000 in cash or at the option of the holder, “up to” an
additional 980,392 shares.

13. We further  note that the Pangaea shareholders may receive up to an additional 7,352,941
shares of common stock of the registrant pursuant to a contingent pa yment schedule
contained in the merger agreement based on the net income of the post -transaction
operating company over the next three years.  Please advise as to the timing of the
distribution of these securities and if it is anticipated that the transact ion will be
registered.   Please t ell us why these shares do  not appear to be covered by the registration
statement.  Refer to Question 125.03 of our Securities Act Forms Compliance and
Disclosure Interpretation s, available on our website .

14. Please also explain how the number of shares to each Pangaea security holder will be
determined if the additional payments in shares are given based on the specified net
income targets.

Proxy Solicitation, page 17

15. We note your disclosure here and on pa ge 56 that proxies may be solicited by mail,
telephone, or in person.  Please confirm that you will file all written soliciting materials,
including any scripts to be used in soliciting proxies by in person interview or telephone.

16. We note your disclosure  here and on page 56 that Jefferies has been engaged and will be
paid by Pangaea.  Please revise to disclose the compensation arrangement with Jefferies.

Conditions to the Closing of the Mergers, page 19

Quartet’s Conditions to Closing, page 19

17. We note the condition that “certain individuals shall be appointed to the board of
directors of Holdco . . . .”  Please revise to disclose these persons, and to the extent you
will be including the names of people that will become directors after effectiveness,
please provide consents.  Refer to Rule 438 under the Securities Act.

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 4

 18. We note the condition on page 20 that requires “receipt by Quartet of an opinion of
Pangaea’s Bermuda counsel and receipt of a negative assurance letter from Pangaea’s US
counsel.”   Pleas e advise whether you will f ile th ese as an exhibit s to the registration
statement.  In this regard, we also note the reference to the opinion of Appleby on page
A-43 of your annex to the registration statement.  Please tell us, with a view towards
revised disclosure, if Appleby is Pangaea’s Bermuda counsel and consider the need to
provide additional disclosure about Appleby.

Selected Financial Information – Pangaea, page 23

19. Please reconcile the apparent discrepancy between your description “loss  on sale of
vessel” with the parenthetical presentation of such “loss” in fiscal 2011.   Specifically, it
appears you are presenting this figure as a negative expense, or “gain.”   In this regard, we
note the presentation on page F -19 is as a loss.

20. Please r evise either the definition of Adjusted EBITDA in the narrative in footnote (1) on
page 24 or the tabular presentation of such calculation for consistency.   Specifically, a
gain/loss on sale of vessels of $1,096 appears to be recorded in fiscal 2011 per yo ur
presentation on page 23; however, no such reconciling item appears in the table on page
24 even though it appears to fit the definition provided in your narrative.

Selected Unaudited Condensed Combined Financial Information, page 25

21. Please revise your  presentation of pro forma information to show the combination of
entities in more detail.   Specifically, please present a table showing the combination of
entities and adjustments made, with footnote explanations, for each scenario
presented.   For example , the table on page 26 should include columns for Quartet and
Pangaea as presented in the table on page 27.   Further, the table on page 27 should have
footnote explanations showing the calculation of each pro forma weighted average shares
outstanding figur e as well as pro forma net book value.   We would not object to a cross
reference to the table on pages 89 -90 if the explanation and/or calculation has been
presented there.

Risk Factors, page 28

Risks Relating to Pangaea’s Industry, page 28

The cycle and volatile nature, page 28

22. In the risk factor subheading, please disclose where in the cycle the drybulk
transportation currently is so that investors may assess the risk.

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 5

 The market values of our owned vessels may decrease, page 30

23. Please revise t his risk factor heading to clarify that you were not in co mpliance with
certain covenants in the past.

Risks Relating to Our Company, page 36

24. We note your  statement on page 158 that Pangaea is “not in the top ranks of owners of
general ice vessels.”  Please revise to discuss  this in an appropriate risk factor.

25. We note your disclosure on page 179 that that Mr. du Moulin currently serves as a
director of Teekay Tankers and Tidewater, Inc., two  similarly situated companies.  To the
extent there are any potential conflicts of interest with any of these commitments, please
discuss in an appropriate risk factor.

Unless we set aside reserves or are able to borrow funds for vessel replacement, page 43

26. We note your disclosure that “[t]he average age of our owned drybulk carriers at the time
of this proxy statement/prospectus will be approximately 10 years.”  Please reconcile this
with your disclosure on page 151 that the average age of your fleet is 9.1 years.   Please
also provide us with the global average age of drybulk carriers.

Risks Related to the Mergers, page 47

27. We note your disclosure on page 11 that the Pangaea securityhold ers will not be able to
sell 50%  of the common shares of until the e arlier of the date on which the closing price
of the Holdco common shares exceeds $12.50 per share for any 20 trading days within a
30-trading day period following the consummation of the mergers and the day preceding
the day that is twelve months after th e consummation of the acquisition .  Please discuss
the risks related to these condition s in an appropriate risk factor, considering  the
possibility that Holdco’s common shares may never exceed $12.50.

The Merger Proposal, page 58

28. Please provide us with c opies of the “board books” and any other materials provided to
the boards and management in connection with the proposed transaction.  Such materials
should include all presentations made by the financial advisors.  Also, please provide us
with copies of t he engagement letters.   In this regard, we note your statement on page 13
that Cassel Salpeter rendered its oral opinion to Quartet’s board of directors on April 29,
2014, which was subsequently confirmed in writing by delivery of Cassel Salpeter’s
written  opinion the same day.  Please tell us, with a view towards revised disclosure, if
there were any differences between the oral presentation and the written opinion.

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 6

 Background of the Merger, page 60

29. Please revise this disclosure to present, in tabular form, the amount of gross proceeds
spent on offering expenses, the amount reserved for operating expenses in the
unrestricted cash account of Quartet, and the amount of proceeds placed in trust pending
the outcome of efforts related to an initial business combination.   The gross amount
should total the gross amount as presented in the narrative in this section, $102,681,250.

30. We note your statement that during the initial negotiation process, you “signed certain
nonexclusive contingent based finders  fee agreements with independent third parties.”
Please revise to disclose these arrangements in greater detail.  Additionally, please
disclose the nature of the contingent fee agreement with Dinan and Company and “other
contingent -based finders.”

31. We not e your statement on page 61 that Quartet entered into “substantial ” discussions
with several companies prior to negotiating with Pangaea  and your disclosure concerning
the “Canadian -based engineering firm” Quartet entered into a letter of intent with and t he
“Israel -based foreign exchange trading broker” that Quartet submitted a detailed
transaction proposal to.  Please revise to briefly provide  more detail as to when these
negotiations  occurred and why they were not pursued.   Please discuss other alternati ves
to the current merger  that were considered , and why they ultimately were not pursued.

32. Please explain how “one of Pangaea’s largest shareholders, funds managed by Cartesian
Capital Group,” came to John Kelley of Dinan and Company.  For example,  if ther e was
a prior relationship between  Cartesian and Dinan, or if  Dinan solicit ed Ca rtesian Capital,
please disclose.

33. Please revise this entire section so that it provides substantive information about the
development of the transaction, so that the recital o f dates, telephone calls and meetings
mentioned in the present version become a source of meaningful information, such as
how the consideration was reached.  Examples include the sixth full paragraph on page
61 and the third full paragraph on page 62 .

34. In this regard, w e note your disclosure on page 61 that on “March 5, 2014, Quartet sent
Cartesian the outline of a proposed deal structure, which contemplated consideration of
$300 million in cash and stock at closing plus $60 million in contingent considerat ion
based on Pangaea’s 2014 and 2015 earnings before interest, taxes, depreciation and
amortization.”  Please explain how the current terms were reached, an d which party
suggested the consideration  that was ultimately agreed upon.

Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval,  page 63

35. We note your statement that “Quartet’s board of directors and special advisor reviewed
various industry and financial data in order to determine that the consideration to be  paid
to Pangaea was reasonable and that the mergers were in the best interests of Quartet’s

Eric S. Rosenfeld
Quartet Holdco Ltd.
June 9, 201 4
Page 7

 stockholders.”  Please revise to discuss what type of industry and financial data was
reviewed in o rder to make this determination and provide us with any relevant  materials.

36. We note your statement that “ [d]uring its negotiations with Pangaea, Quartet did not
receive services from any financial advisor because its officers and directors believe that
their experience and backgrounds, together with the experience and  background of
Quartet’s special advisor, Joel Greenblatt, were sufficient to enable them to make the
necessary analyses and determinations.”  Please reconcile this with your disclosure  on
page 70 that Quartet relied upon the financial advisor, Cassel Salp eter, in approving the
merger proposal.

37. We note your statement on page 64 that “ the relationships that Pangaea’ s management
team has built over the years with its lenders have given it access to financing and have
made it a go -to buyer of bank -owned (dist ressed sale) vessels.”  Please reconcile this with
the risk factor on 31 that you may have trouble obtaining new financing.

38. Please explain what is meant by the statement on page 66 that “Pangaea looks to add
value for its customers by providing services t hat most of its competitors do not have
either the skill or the resources to provide.”

Comparable Company Analysis, page 68

39. Please revise to disclose in greater detail the  criteria used to select