SEC Comment Letter for Pangaea Logistics Solutions Ltd. (PANL) (CIK 0001606909) (PANL) — Mar 23, 2015
Pangaea Logistics Solutions Ltd. (PANL) (CIK 0001606909)
Date: March 23, 2015 · CIK: 0001606909 · Accession: 0000000000-15-017113
AI Filing Summary & Sentiment
Letter
March 23, 2015 Anthony Laura Chief Financial Officer Pangaea Logistics Solutions Ltd. 109 Long Warfe Newport, RI 02840
Re: Pangaea Logistics Solutions Ltd . Amendment No. 1 to Registration Statement on Form S -1 Filed March 1 1, 2015 File No. 333 -201881
Dear Mr. Laura :
We have reviewed your amended 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 comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in yo ur response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 25, 2015 letter.
Plan of Distribution , page 2 4
1. We note your response to our prior comment 2. In particular, we note your disclosure that each of the selling shareholders is affiliated with a registered broker -dealer and may be deemed an underwriter with respect to securities sold by such selling shareholder pursuant to the prospectus . If true, please revise to clarify that each selling shareholder purchased in the ordinary course of business, and at the time of the purchase of the securi ties to be resold, each selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
Anthony Laura Pangaea Logistics Solutions Ltd . March 23, 2015 Page 2
Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3469 with any questions.
Sincer ely,
/s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
cc: Kirk A. Radke , Esq. Willkie Farr & Gallagher LLP
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March 23, 2015 Anthony Laura Chief Financial Officer Pangaea Logistics Solutions Ltd. 109 Long Warfe Newport, RI 02840 Re: Pangaea Logistics Solutions Ltd . Amendment No. 1 to Registration Statement on Form S -1 Filed March 1 1, 2015 File No. 333 -201881 Dear Mr. Laura : We have reviewed your amended 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 comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in yo ur response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 25, 2015 letter. Plan of Distribution , page 2 4 1. We note your response to our prior comment 2. In particular, we note your disclosure that each of the selling shareholders is affiliated with a registered broker -dealer and may be deemed an underwriter with respect to securities sold by such selling shareholder pursuant to the prospectus . If true, please revise to clarify that each selling shareholder purchased in the ordinary course of business, and at the time of the purchase of the securi ties to be resold, each selling shareholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities. Anthony Laura Pangaea Logistics Solutions Ltd . March 23, 2015 Page 2 Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3469 with any questions. Sincer ely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Kirk A. Radke , Esq. Willkie Farr & Gallagher LLP