December 9, 2024

Mark L. Filanowski
Chief Executive Officer
Pangaea Logistics Solutions Ltd.
109 Long Wharf
Newport, RI 02840

       Re: Pangaea Logistics Solutions Ltd.
           Amended Preliminary Proxy Statement on Schedule 14A
           Filed December 3, 2024
           File No. 001-36798
Dear Mark L. Filanowski:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Amended Preliminary Proxy Statement on Form 14A filed December 3, 2024
Background of the Merger, page 18

1.     We note your disclosure that on June 11, 2024, Mr. Filanowski discussed
with Mr.
       Horton that MTM had advised the Company that it was seeking to also use
Seward
       & Kissel as its outside legal advisors on the transaction. We further
note your
       disclosure that on June 14, 2024, a conflict waiver was provided by MTM
to Seward
       & Kissel, and on June 17, 2024, Mr. Filanowski provided Mr. Horton at
Seward
       & Kissel with the Company   s written waiver of Seward & Kissel   s
representation of
       MTM in the potential transaction. Please expand your disclosure to
discuss in greater
       detail the terms of this conflict waiver and any safeguards or
precautionary
       measures that were taken with respect to negotiations of the potential
transaction in
       light of the Seward & Kissel dual representation. In this discussion,
please also
       address the time period prior to receipt by Seward & Kissel of this
conflict waiver,
       including between April 11, 2024, when Messrs. Filanowski and
Boye-Petersen had a
       telephonic conversation with the Company   s outside legal counsel,
Edward Horton, at
       Seward & Kissel LLP about potential structuring issues relating to a
transaction
       involving the combination of the Renaissance and the Company fleets and
June 17,
 December 9, 2024
Page 2

       2024, when Mr. Filanowski provided Mr. Horton at Seward & Kissel with
the
       Company   s written waiver of Seward & Kissel   s representation of MTM
in the
       potential transaction.
2.     Please provide risk factor disclosure addressing potential risks to
shareholders arising
       from the dual representation in the proposed transaction by Seward &
Kissel.
3.     Please revise your disclosure to provide more details regarding the
substance of
       the principal offers and counteroffers that resulted during the course
of the
       negotiations, including with regard to the respective NAVs and the
percentage or
       number of shares to be issued as merger consideration. For example,
disclose the
       principal terms set forth in the email and document titled    Sale of
Strategic Fleet to
       Pangaea    that Mr. Schildt sent to the Company   s management team on
April 17, 2024
       summarizing the principal aspects of a potential fleet combination
transaction, which
       became the basis for discussion of a more detailed non-binding term
sheet (   Term
       Sheet   ) for the eventual preparation of the Merger Agreement. Please
also disclose the
       terms set forth in each of the draft Term Sheet sent by Mr. Schildt to
Mr. Filanowski
       on May 30, 2024 and the revised Term Sheet sent by the Company to MTM on
June
       17, 2024.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

      Please contact Timothy S. Levenberg at 202-551-3707 or Irene
Barberena-Meissner at
202-551-6548 with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Energy &
Transportation
cc:   Edward Horton