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CORRESP
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        Graubard Miller

        The Chrysler Building

        405 Lexington Avenue

        New
        York, N.Y. 10174-1901

        (212) 818-8800

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

June 24, 2014

VIA FEDERAL EXPRESS AND EDGAR

Susan Block, Esq.

Attorney-Advisor

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Quartet Holdco Ltd.

    Registration Statement on Form S-4

    Filed May 13, 2014September 12, 2013

    File No. 333-195910

    Quartet Merger Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed May 13, 2014

    File No. 001-36139

Dear Ms. Block:

On behalf of Quartet Holdco Ltd. (“Holdco”),
we respond as follows to the Staff’s comment letter, dated June 9, 2014, relating to the above-captioned Registration Statement
on Form S-4 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment
No. 1 to the Registration Statement, a copy of which has been marked with the changes from the Registration Statement. We are also
delivering three (3) courtesy copies of such marked Amendment No. 1 to Ryan Adams.

Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided Holdco’s response to each comment immediately thereafter.

Securities and Exchange Commission

Page 2

June 24, 2014

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.

We will supplementally provide the Staff
with copies of all written communications, as defined in Rule 405 under the Securities Act, that Holdco, Quartet Merger Corp.,
Holdco’s parent company (“Quartet”), or anyone authorized to do so on its behalf, presents to potential investors
in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Similarly, we will
supplementally provide the Staff with any research reports about Holdco or Quartet that are published or distributed in reliance
upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker
or dealer that is participating or will participate in this offering. To date, no such written communications or research reports
exist.

 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.

The financial statements, and related pro
forma information, have been updated in the Registration Statement to comply with Rule 3-12 of Regulation S-X as requested.

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.

We have revised the disclosure on the cover
of the Registration Statement to indicate by check mark that Holdco is a non-accelerated filer as requested.

 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.

Securities and Exchange Commission

Page 3

June 24, 2014

We have revised the cross-reference to the
risk factor section on the cover page of the prospectus included in the Registration Statement to include the page number where
such section appears as requested.

Summary of the Material
Terms of the Mergers, page 1

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

We have revised the disclosure on page 1
of the Registration Statement to provide greater detail regarding the representative’s purchase options that are being registered,
including their price, as requested.

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.”

We have revised the disclosure on page 5
of the Registration Statement to remove the subjective marketing type language and provided a statement that there is no guarantee
Pangaea Logistics Solutions Ltd. (“Pangaea”) will provide significant growth potential as requested.

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.

We have revised the disclosure on pages
12 and 13 of the Registration Statement to disclose that each of Holdco and Quartet is an emerging growth company as requested.

 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 acquisitions.”
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 advisors” here and throughout the prospectus.

Securities and Exchange Commission

Page 4

June 24, 2014

We have revised the disclosure on page 11
of the Registration Statement to indicate that Pangaea will use approximately $11.5 million of the funds for newbuildings, up
to $20 million for working capital and the balance for general corporate purposes. Pangaea currently has only one cash acquisition
planned, its acquisition of the 49% interest in Seamar Management S.A., which it does not currently own. Pangaea plans on acquiring
this interest for about $250,000 in cash.

We have further revised the disclosure on
page 11 of the Registration Statement and elsewhere as appropriate to quantify the fees payable to the various advisors as requested.

Pangaea, page 11

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

We have revised the disclosure on page 12
of the Registration Statement as requested. Additionally, we have revised the disclosure to clarify that the two referenced sentences
“Pangaea address the transportation needs of its customers by undertaking a comprehensive set of services and activities,
including cargo loading, cargo discharge, vessel chartering, voyage planning and technical management” and “In particular,
Pangaea has historically focused on backhaul and other premium routes” are both references to activities of Pangaea and the
latter sentence was not intended to be an example of the items described in the previous sentence.

The Merger Proposal,
page 11

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

The redomestication merger and transaction
merger are intended to be consummated at the same time. However, from a practical perspective, the merger documentation required
to be filed with respect to the transaction merger will be filed immediately prior to the merger documentation required to be filed
with respect to the redomestication merger. We have revised the disclosure on page 13 of the Registration Statement and elsewhere
to clarify the foregoing as requested.

 11. We note that the Pangaea shareholders will receive 28,431,372 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.

Securities and Exchange Commission

Page 5

June 24, 2014

The shares being issued to Pangaea’s
shareholders as consideration for the transaction merger (as defined in the Registration Statement) will be issued in reliance
on the exemption from registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”). Section 4(a)(2) of the Securities Act provides an exemption from the registration requirements of
Section 5 of the Securities Act for “transactions not involving any public offering.”

There are only nine holders of Pangaea’s
securities entitled to receive common shares of Holdco as consideration for the transaction merger, three of which are the founders
of Pangaea, two of which are trusts created for the benefit of one of the founders family members for estate planning purposes
and four of which are limited partnerships under common control. These are sophisticated investors with intimate knowledge of Pangaea’s
business (which will be the business of the combined entity following the mergers) who had access to information relevant to their
investment. Furthermore, the issuance of shares to these nine holders will not involve any general solicitation or general advertising.

Based on the foregoing, we respectfully
believe that the issuance of the shares to the Pangaea securittyholders will be exempt from registration pursuant to Section 4(a)(2)
of the Securities Act.

 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.

We have revised the disclosure on page 13
of the Registration Statement and elsewhere as appropriate to clarify what is being offered to each Pangaea securityholder as requested.

 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 payment 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 transaction will be registered. Please tell 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 Interpretations, available on our website.

After the end of each year, Holdco and a
representative of Quartet will determine and verify whether the Net Income Shares for such year were earned in accordance with
the procedures set forth in Section 1.14(g) of the Merger Agreement. This determination and verification period will typically
end within six months of the end of each year and the Net Income Shares, if any, will be promptly distributed thereafter. By way
of example, within 150 days of December 31, 2014, Holdco will deliver a Net Income Calculation to Gregory Monahan, the Quartet
representative (the “Representative”), indicating whether or not the Net Income Shares for such period were earned.
The Representative will then have 10 days to dispute such calculation. If the calculation is not disputed, the Net Income Shares
earned for December 31, 2014, if any, will be promptly distributed. If the calculation is disputed, the calculation will be sent
to an accounting arbiter for purposes of settling the dispute. The Net Income Shares determined by the arbiter to have been earned
for such period, if any, will be promptly distributed.

Securities and Exchange Commission

Page 6

June 24, 2014

It is not anticipated that these transactions
will be registered. Like the shares subject to Comment 11 above, the Net Income Shares will be issued in reliance on the exemption
from registration afforded by the provisions of Section 4(a)(2) of the Securities Act. The Net Income Shares, if any, that are
distributed will be distributed to the same nine investors identified in response to Comment 11 above. Accordingly, for the same
reasons presented in response to Comment 11, we believe the issuance of the Net Income Shares, if any, will be exempt from registration
pursuant to Section 4(a)(2) of the Securities Act.

Respectfully, we note that Question 125.03
assumes that the issuer seeks to register all shares to be issued as consideration for a merger on Form S-4. We do not believe
that this Compliance and Disclosure Interpretation prevents an issuer from relying on an available exemption from registration
for any portion of the shares to be issued in connection with the merger.

 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.

Any additional shares that may be issued
upon Pangaea’s achievement of the specified net income targets will be allocated among the Pangaea securityholders pro rata
in proportion to the number of shares of Pangaea owned by them immediately prior to the closing of the mergers. We have revised
the disclosure on page 13 of the Registration Statement and elsewhere as appropriate to clarify the foregoing.

Proxy Solicitation,
page 17

 15. We note your disclosure here and on page 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.

Securities and Exchange Commission

Page 7

June 24, 2014

We confirm that all written soliciting materials,
including any scripts to be used in soliciting proxies by in person interview or telephone, will be filed with the Commission as
requested.

 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.

We have revised the disclosure in the Registration
Statement to disclose the compensation arrangement with Jefferies as requested.

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.

We have revised the disclosure on page 21
of the Registration Statement to clarify that the certain individuals to be appointed to Holdco’s board pursuant to the merger
agreement are the same individuals listed as persons to become directors of Holdco upon consummation of the business combination
in the section of the Registration Statement titled “Management of Holdco Following the Mergers.” Consents for each
of the individuals that will become directors after effectiveness of the Registration Statement were previously included with the
initial filing of the Registration Statement as Exhibits 99.4 through 99.9.

 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.” Please advise whether you will file these as
an exhibit to the registration s