As filed with the Securities and Exchange Commission on July 15, 2014

Registration No. 333-195910

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ON
FORM S-4

 

QUARTET HOLDCO LTD.

(Exact Name of Each Registrant as Specified in its Charter)

 

Bermuda		4412		N/A
(State or other jurisdiction of Incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

 

777 Third Avenue, 37 ^th Floor
New York, New York 10017
(212) 319-7676

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

 

Eric S. Rosenfeld, President
Quartet Holdco Ltd.
777 Third Avenue, 37 ^th Floor
New York, New York 10017
(212) 319-7676

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 Fax: (212) 818-8881		Kirk A. Radke, Esq. Willkie Farr & Gallagher LLP 787 7 th Avenue New York, NY 10036 Telephone: (212) 728-8996 Telecopy: (212) 728-9996

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the mergers contemplated by the merger agreement described in the included proxy statement/prospectus have been satisfied or waived.

If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer x		Smaller reporting company o
				(Do not check if a smaller reporting company)

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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CALCULATION OF REGISTRATION FEE

Title of each Class of Security being registered		Amount being Registered (1)				Proposed Maximum Offering Price Per Security (2)				Proposed Maximum Aggregate Offering Price (2)				Amount of Registration Fee
Common stock (3)			13,709,938			$	10.06			$	137,921,976.28			$	17,764.35
Representative’s purchase options			420,000			$	10.06			$	4,225,200			$	544.21
Common stock issuable on exercise of Representative’s unit purchase options (3)			462,000			$	10.06			$	4,647,720.00			$	598.63
Total										$	146,794,896.28			$	18,907.19 (4)

(1)

All securities being registered are issued by Quartet Holdco Ltd., a Bermuda company (“Holdco”). In connection with the mergers of (i) Quartet Merger Corp. (“Quartet”), a publicly-traded Delaware corporation, with and into Holdco and (ii) Quartet Merger Sub, Ltd., a Bermuda wholly-owned subsidiary of Holdco, with and into Pangaea Logistics Solutions Ltd. (“Pangaea”), a Bermuda company, as described in the proxy statement/prospectus forming a part of this registration statement, all of the outstanding common stock, rights and unit purchase options of Quartet will be converted into common shares of Holdco (or the right to purchase such common shares of Holdco). As a result of the mergers and related transactions, Holdco will become the public company, and the current security holders of Quartet will become security holders of Holdco.

(2)

Based on the market prices on May 7, 2014 of the common stock of Quartet (the company to which Registrant will succeed after the merger and resultant redomestication to Bermuda described in this registration statement and enclosed proxy statement).

(3)

Includes common shares issuable upon conversion of Quartet rights, which rights entitle Quartet rightholders to  1/10 th of one share of Quartet common stock automatically upon Quartet’s successful completion of a business combination. Accordingly, such rights will automatically entitle the holders to  1/10 th of one share of Holdco upon consummation of the mergers.

(4)

Filing fee previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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authorized shares to consummate the mergers, the charter proposals must be approved to effectuate the mergers. Accordingly, the approval of the charter proposals is a condition to the adoption of the merger proposal and vice versa.

All Quartet stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Quartet common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the charter amendments proposal, but will have no effect on the other proposals.

A complete list of Quartet stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Quartet for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

/s/ David Sgro
David Sgro
Chief Financial Officer and Secretary

[•], 2014

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 15, 2014

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

QUARTET MERGER CORP.

 

PROSPECTUS FOR UP TO 13,709,938 COMMON SHARES
AND
PURCHASE OPTIONS EXERCISABLE FOR 462,000 COMMON SHARES
OF
QUARTET HOLDCO LTD.

 

The board of directors of each of Quartet Merger Corp., a Delaware corporation (“Quartet”), and Quartet’s wholly-owned subsidiary, Quartet Holdco Ltd., a Bermuda exempted company (“Holdco”), has unanimously approved the merger of Quartet and Holdco (“redomestication merger”), with Holdco surviving the merger. In the redomestication merger, Holdco will issue (a) one common share for each outstanding share of Quartet, (b) one tenth of one common share for each outstanding right of Quartet and (c) purchase options to purchase an aggregate of 462,000 common shares for the outstanding unit purchase options of Quartet.

This prospectus covers an aggregate of 13,709,938 common shares, 420,000 purchase options and 462,000 common shares underlying the purchase options to be issued by Holdco as a result of the redomestication merger. The 13,709,938 common shares to be issued include 12,683,125 shares issuable in exchange for all of the outstanding shares of common stock of Quartet and 1,026,813 shares issuable in exchange for all of the outstanding Quartet rights. The 420,000 purchase options will be issued in exchange for the outstanding unit purchase options that were issued in connection with Quartet’s initial public offering, consummated in November 2013.

The board of directors of each of Quartet and Holdco also has approved the merger (the “transaction merger” and together with the redomestication merger, the “mergers”) of Quartet Merger Sub, Ltd., Holdco’s wholly-owned subsidiary (“Merger Sub”), with and into Pangaea Logistics Solutions Ltd., a Bermuda exempted company (“Pangaea” or the “Company”), pursuant to an agreement and plan of reorganization, dated April 30, 2014 (“merger agreement”), by and among Quartet, Holdco, Merger Sub, Pangaea and the securityholders of Pangaea. The mergers will result in Pangaea being a wholly-owned subsidiary of Holdco.

Proposals to approve the merger agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of Quartet scheduled to be held on [•], 2014.

Quartet’s units, common stock and rights are currently listed on the Nasdaq Capital Market under the symbols QTETU, QTET and QTETR, respectively. Holdco will apply for listing, to be effective at the time of the mergers, of its common shares on Nasdaq under the proposed symbol PANL. Holdco will not have units or rights traded following consummation of the mergers as the Quartet rights automatically entitle the holder to receive  1/10 of a Holdco share upon consummation of the mergers and the Quartet units are comprised of shares and rights, which rights will no longer trade. It is a condition of the consummation of the mergers that Holdco receive confirmation from Nasdaq that the combined company meets the listing conditions of the exchange, except for the number of round lot holders, but there can be no assurance such listing conditions will be met or that Holdco will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, these transactions will not be consummated unless the Nasdaq condition set forth in the merger agreement is waived by the parties.

This proxy statement/prospectus provides you with detailed information about the mergers and other matters to be considered at the special meeting of Quartet’s stockholders. We encourage you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 30 of this proxy statement/prospectus.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated            , 2014, and is first being mailed to Quartet securityholders on or about            , 2014.

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SUMMARY OF THE MATERIAL TERMS OF THE MERGERS			1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			4
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			11
The Parties			11
The Merger Proposal			13
Opinion of Financial Advisor to the Board of Directors of Quartet			15
The Charter Proposals			15
The Incentive Compensation Plan Proposal			15
The Adjournment Proposal			16
Quartet Initial Stockholders			16
Date, Time and Place of Special Meeting of Quartet’s Stockholders			16
Voting Power; Record Date			17
Quorum and Vote of Quartet Stockholders			17
Conversion Rights			17
Appraisal Rights			18
Proxy Solicitation			18
Interests of Quartet’s Directors, Officers and Special Advisor in the Mergers			18
Recommendation to Stockholders			20
Conditions to the Closing of the Mergers			20
Termination			21
Tax Consequences of the Mergers			22
Anticipated Accounting Treatment			23
Regulatory Matters			23
Risk Factors			23
SELECTED HISTORICAL FINANCIAL INFORMATION			24
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			27
COMPARATIVE PER SHARE DATA			29
RISK FACTORS			30
Risks Related to Holdco’s Business and Operations Following the Mergers with Pangaea			30
Risks Related to the Merger			49
Risks If the Adjournment Proposal Is Not Approved			53
FORWARD-LOOKING STATEMENTS			54
SPECIAL MEETING OF QUARTET STOCKHOLDERS			55
General			55
Date, Time and Place			55
Purpose of the Quartet Special Meeting			55
Recommendation of Quartet Board of Directors			55
Record Date; Who is Entitled to Vote			55

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Quorum			56
Abstentions and Broker Non-Votes			56
Vote Required			56
Voting Your Shares			56
Revoking Your Proxy			57
Who Can Answer Your Questions About Voting Your Shares			57
Conversion Rights			57
Appraisal Rights			58
Proxy Solicitation Costs			58
Quartet Initial Stockholders			58
THE MERGER PROPOSAL			60
Structure of the Transaction			60
Name; Headquarters; Stock Symbols			61
Indemnification of Holdco			61
Sale Restriction; Resale Registration			62
Background of the Merger			62
Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers			66
Satisfaction of 80% Test			73
Interests of Quartet’s Directors, Officers and Special Advisor in the Mergers			74
Recommendation of Quartet’s Board of Directors and Special Advisor			75
Opinion of Financial Advisor to the Board of Directors of Quartet			75
Material Federal Income Tax Consequences of the Mergers to Quartet and Its Securityholders			81
Anticipated Accounting Treatment			82
Regulatory Matters			83
Required Vote			83
THE MERGER AGREEMENT			84
Closing and Effective Time of the Mergers			84
Representations and Warranties			84
Covenants			85
Conditions to Closing of the Merger			88
Waiver			89
Termination			89
Effect of Termination			90
Fees and Expenses			90
Confidentiality; Access to Information			90
Amendments			90
Governing Law; Consent to Jurisdiction			90
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			91
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			101

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THE INCENTIVE COMPENSATION PLAN PROPOSAL			108
General			108
Summary of the 2014 Plan			108
Federal Income Tax Consequences			208
New Plan Benefits			111
Required Vote			111
THE ADJOURNMENT PROPOSAL			112
Consequences if the Adjournment Proposal is not Approved			112
Required Vote			112
OTHER INFORMATION RELATED TO QUARTET			113
Introduction			113
Fair Market Value of Target Business			114
Stockholder Approval of Business Combination			114
Voting Restrictions in Connection with Stockholder Meeting			114
Liquidation if No Business Combination			114
Facilities			116
Employees			116
Directors, Executive Officers and Special Advisor			117
Legal Proceedings			119
Periodic Reporting and Audited Financial Statements			119
Quartet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations			119
Independent Auditors’ Fees			122
Code of Ethics			123
BUSINESS OF PANGAEA			124
Overview			124
Pangaea’s Competitive Strengths			125
Pangaea’s Business Strategies			127
Pangaea’s Customers			127
Management			127
Operations and Assets			128
Corporate Structure			130
Crewing and Employees			134
Competition			134
Seasonality			134
Permits and Authorizations			134
Environmental and Other Regulations			134
Risk of Loss and Insurance			142
Properties			143
Legal Proceedings			143

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Exchange Controls			143
Industry and Market Conditions			144
Market Overview			144
Tax Considerations			171
PANGAEA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			179
Pangaea			179
Critical Accounting Policies			180
Important Financial and Operational Terms and Concepts			183
Results of Operations			184
Liquidity and Capital Resources			190
Borrowing Activities			192
Related Party Loans			195
Off-balance Sheet Arrangements			197
Contractual Obligations			197
Quantitative and Qualitative Disclosures about Market Risks			198
MANAGEMENT OF HOLDCO FOLLOWING THE MERGERS			200
Independence of Directors			201
Board Leadership Structure and Role in Risk Oversight			202
Meetings and Committees of the Board of Directors			202
Audit Committee Information			202
Nominating Committee Information			203
Compensation Committee Information			203
EXECUTIVE COMPENSATION			204
Quartet Executive Officer and Director Compensation			204
Pangaea Executive Officer and Director Compensation			204
Holdco Executive Officer and Director Compensation Following the Mergers			206
Holdco 2014 Long-Term Incentive Plan			206
Summary of the 2014 Plan			206
Federal Income Tax Consequences			208
New Plan Benefits			209
BENEFICIAL OWNERSHIP OF SECURITIES			210
Security Ownership of Certain Beneficial Owners and Management of Holdco			210
Security Ownership of Pangaea			214
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			215
Related Person Policy			215
Quartet Related Person Transactions			215
Pangaea Related Person Transactions			217
Section 16(a) Beneficial Ownership Reporting Compliance			218

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DESCRIPTION OF HOLDCO SECURITIES			219
General			219
Common Shares			219
Preferred Shares			219
Dividends			220
Holdco’s Transfer Agent			220
PRICE RANGE OF QUARTET SECURITIES AND DIVIDENDS			221
Market Price of Units, Common Stock and Rights			221
Holders			221
APPRAISAL RIGHTS			221
STOCKHOLDER PROPOSALS			221
OTHER STOCKHOLDER COMMUNICATIONS			222
INDEPENDENT AUDITORS			222
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			223
WHERE YOU CAN FIND MORE INFORMATION			224
INDEX TO FINANCIAL STATEMENTS			F-1
Annex A — Agreement and Plan of Reorganization			A-1
Annex B — Holdco Constitutional Documents			B-1
Annex C — Opinion of Cassel Salpeter & Co.			C-1
Annex D — Form of Tax Opinion of Graubard Miller			D-1
Annex E — Form of Escrow Agreement			E-1
Annex F — Audit Committee Charter			F-1
Annex G — Nominating Committee Charter			G-1
Annex H — Compensation Committee Charter			H-1
Annex I — 2014 Stock Incentive Plan			I-1

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q.		Why am I receiving this proxy statement/prospectus?		A.		Quartet and Pangaea have agreed to a business combination under the terms of the Agreement and Plan of Reorganization, dated as of April 30, 2014, that is described in this proxy statement/prospectus. This agreement is referred to as the “merger agreement.” A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A, and Quartet encourages its stockholders to read it in its entirety. Quartet’s stockholders are being asked to consider and vote upon a proposal to adopt the merger agreement, which, among other things, provides for the mergers of (a) Merger Sub with and into Pangaea, with Pangaea surviving the merger and becoming the wholly-owned subsidiary of Holdco, which we call the “transaction merger,” and (b) Quartet with and into Holdco, with Holdco surviving the merger, which we call the “redomestication merger,” and to approve the mergers contemplated by the merger agreement.
						In addition to voting on the mergers, the stockholders of Quartet will vote on separate proposals to approve the following material differences between the constitutional documents of Holdco and Quartet’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Pangaea Logistics Solutions Ltd.” as opposed to “Quartet Merger Corp.”; (ii) Holdco has 100,000,000 authorized common shares and 1,000,000 authorized preferred shares, as opposed to Quartet having 15,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii) Holdco’s corporate existence is perpetual as opposed to Quartet’s corporate existence terminating if a business combination is not consummated by Quartet within a specified period of time; and (iv) Holdco’s bye-laws do not include the various provisions applicable only to specified purpose acquisition corporations that Quartet’s amended and restated certificate of incorporation contains. See the section entitled “ The Charter Proposals .”
						Under the merger agreement, the approval of the charter proposals is not a condition to the consummation of the mergers. However, because Quartet does not currently have a sufficient number of authorized shares to consummate the mergers, the charter proposals must be approved to effectuate the mergers. Accordingly, the approval of the charter proposals is a condition to the adoption of the merger proposal and vice versa.
						Quartet’s stockholders are also being asked to consider and vote upon a proposal to approve the adoption of the 2014 Share Incentive Plan. See the section entitled “The Incentive Compensation Plan Proposal.”
						In addition to the foregoing proposals, the stockholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Quartet would not have been authorized to consummate the mergers. See the section entitled “ The Adjournment Proposal .”
						Quartet will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed mergers and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.
						The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q.		I am a Quartet right holder. Why am I receiving this proxy statement/prospectus?				As a holder of Quartet rights, you will be entitled to receive one-tenth of one common share of Holdco for each right you hold upon consummation of the mergers. This proxy statement/prospectus includes important information about Holdco and the business of Holdco and its subsidiaries following consummation of the mergers. Since holders of Quartet rights will become holders of Holdco common shares upon consummation of the mergers, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q.		Why is Quartet proposing the merger?		A.		Quartet was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.
						Quartet completed its initial public offering of units, with each unit consisting of one share of its common stock and one right automatically convertible into one-tenth of one share of its common stock upon the consummation of a business combination, on November 1, 2013, and closed on the sale of the units subject to overallotment on November 5, 2013, raising total gross proceeds of approximately $96,600,000. Since the initial public offering, Quartet’s activity has been limited to the evaluation of business combination candidates.
						Pangaea is a holding company of various subsidiaries which collectively form a growth oriented global logistics company focused on providing seaborne drybulk transportation services. Based on its due diligence investigations of Pangaea and the industry in which it operates, including the financial and other information provided by Pangaea in the course of their negotiations, Quartet believes that a business combination with Pangaea will provide Quartet stockholders with an opportunity to participate in a company with significant growth potential. However, there is no assurance of this. See the section entitled “ The Merger Proposal — Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers .”
Q.		Do I have conversion rights?		A.		If you are a holder of public shares, you have the right to demand that Quartet convert such shares into cash provided that you vote either for or against the merger proposal. We sometimes refer to these rights to demand conversion of the public shares into a pro rata portion of the cash held in Quartet’s trust account as “conversion rights.”
						Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

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						Under Quartet’s amended and restated certificate of incorporation, the mergers may only be consummated if holders of no more than 9,169,603 of the public shares properly demand conversion of their shares into cash. However, Pangaea may terminate the merger agreement if immediately prior to the mergers Quartet does not have cash on hand of at least $25,000,000 after giving effect to payment of amounts that Quartet will be required to pay to converting stockholders upon consummation of the mergers. Throughout this proxy statement/prospectus (except in the consolidated financial statements of Quartet), when referring to the limit upon the number of public shares that may be converted, we refer to this latter limit under the merger agreement.
Q.		How do I exercise my conversion rights?		A.		If you are a holder of public shares and wish to exercise your conversion rights, you must (i) affirmatively vote either for or against the merger proposal, (ii) demand that Quartet convert your shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver your stock to Quartet’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System prior to the vote at the meeting. Any holder of public shares voting for or against the merger proposal will be entitled to demand that his shares be converted for a full pro rata portion of the amount then in the trust account (which was $[•], or $[•] per share, as of [•], 2014). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the mergers. There are currently no owed but unpaid income taxes on the funds in the trust account. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Quartet’s public stockholders exercising conversion rights, regardless of whether such holders vote for or against the merger proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the merger proposal will have no impact on the amount you will receive upon exercise of your conversion rights.
						If you are a holder of public shares, you may demand conversion rights either by checking the box on the proxy card or by submitting your request in writing to David D. Sgro, Quartet’s secretary, at the address listed at the end of this section. If you (i) initially do not vote with respect to the merger proposal but then wish to vote for or against it, or (ii) wish to exercise your conversion rights but initially do not check the box on the proxy card providing for the exercise of your conversion rights and do not send a written request to Quartet to exercise your conversion rights, you may request Quartet to send you another proxy card on which you may indicate your intended vote or your intention to exercise your conversion rights. You may make such request by contacting Quartet at the phone number or address listed at the end of this section.
						Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the merger proposal at the special meeting. If you deliver your shares for conversion to Quartet’s transfer agent and later decide prior to the special meeting not to elect conversion, you may request that Quartet’s transfer agent return the shares (physically or electronically). You may make such request by contacting Quartet’s transfer agent at the phone number or address listed at the end of this section.

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						Any corrected or changed proxy card or written demand of conversion rights must be received by Quartet’s secretary prior to the vote taken on the merger proposal at the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the meeting.
						If a holder of public shares votes for or against the merger proposal, demand is properly made and the stock is delivered as described above, then, if the mergers are consummated, Quartet will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your conversion rights, then you will be exchanging your shares of Quartet common stock for cash and will not be entitled to Holdco common shares upon consummation of the mergers.
						If you are a holder of public shares and you exercise your conversion rights, it will not result in the loss of any Quartet rights that you may hold. Your rights will be automatically converted into one-tenth of one common share of Holdco upon consummation of the mergers.
Q.		Do I have appraisal rights if I object to the proposed mergers?		A.		No. Neither Quartet stockholders nor Quartet right holders have appraisal rights in connection with the mergers under the General Corporation Law of the State of Delaware (“DGCL”).
Q.		What happens to the funds deposited in the trust account after consummation of the mergers?		A.		Of the net proceeds of Quartet’s initial public offering, $92,410,500, together with $6,081,250 raised from the private sale of units simultaneously with the consummation of the initial public offering, for a total of $98,491,750, were placed in the trust account immediately following the initial public offering. After consummation of the mergers, the funds in the trust account will be released to Holdco and used by Holdco to pay the cash merger consideration, if any, to Pangaea’s securityholders who elect to receive such cash consideration, to pay holders of the public shares who exercise conversion rights, to pay expenses incurred in connection with the business combination with Pangaea, and for working capital and general corporate purposes, including funding for organic growth and potential acquisitions. Such expenses include a fee to EarlyBirdCapital, Inc., the representative of the underwriters of Quartet’s initial public offering, of approximately $3.6 million for acting as its investment banker in connection with the business combination, a fee to Jefferies, LLC, Pangaea’s financial advisor in connection with the business combination, of up to $1.65 million, a $1.3 million finder fee to Dinan & Company, LLC for introducing Pangaea to Quartet and fees to Quartet’s and Pangaea’s advisors.

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Q.		What happens if a substantial number of public stockholders vote in favor of the merger proposal and exercise their conversion rights?				Unlike other blank check companies which require public stockholders to vote against a business combination in order to exercise their conversion rights, Quartet’s public stockholders may vote in favor of the business combination and exercise their conversion rights. Accordingly, the mergers may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of conversions by public stockholders. However, Pangaea may terminate the merger agreement if immediately prior to the mergers Quartet does not have cash on hand of at least $25,000,000 after giving effect to payment of amounts that Quartet will be required to pay to converting stockholders upon consummation of the mergers. Also, with fewer public shares and public stockholders, the trading market for Holdco’s common shares may be less liquid than the market for Quartet’s shares of common stock were prior to the mergers and Holdco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into Pangaea’s business will be reduced.
Q.		What happens if the mergers are not consummated?		A.		If the mergers are not consummated by September 30, 2014, either party may terminate the merger agreement. Quartet would then have until May 1, 2015 (or November 1, 2015 if certain conditions are met) to consummate a business combination. If Quartet does not complete the business combination with Pangaea for whatever reason, Quartet will commence a search for a new target business with which to consummate a business combination. If Quartet is unable to consummate a business combination by May 1, 2015 (or November 1, 2015 if certain conditions are met), Quartet must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account.
Q.		When do you expect the mergers to be completed?		A.		It is currently anticipated that the mergers will be consummated promptly following the Quartet special meeting which is set for [•], 2014; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the mergers, see the section entitled “ The Merger Agreement — Conditions to the Closing of the Mergers .”
Q.		What do I need to do now?		A.		Quartet urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the mergers will affect you as a stockholder and/or rightholder of Quartet. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q.		How do I vote?		A.		If you are a holder of record of Quartet common stock on the record date, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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Q.		If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A.		No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q.		May I change my vote after I have mailed my signed proxy card?		A.		Yes. Stockholders may send a later-dated, signed proxy card to Quartet’s secretary at the address set forth below so that it is received by Quartet’s secretary prior to the vote at the special meeting or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Quartet’s secretary, which must be received by Quartet’s secretary prior to the vote at the special meeting.
Q.		What happens if I fail to take any action with respect to the meeting?		A.		If you fail to take any action with respect to the meeting and the mergers are approved by stockholders and consummated, you will become a shareholder of Holdco. As a corollary, failure to vote either for or against the merger proposal means you will not have any right in connection with the transaction merger to exchange your shares for a pro rata share of the funds held in Quartet’s trust account. If you fail to take any action with respect to the meeting and the mergers are not approved, you will continue to be a stockholder and/or rightholder of Quartet.
Q.		What should I do with my stock and/or rights certificates?		A.		Quartet rightholders and those stockholders who do not elect to have their Quartet shares converted into the pro rata share of the trust account should not submit their certificates now. After the consummation of the redomestication merger, Holdco’s transfer agent will send instructions to Quartet securityholders regarding the exchange of their Quartet securities for Holdco securities. Quartet stockholders who exercise their conversion rights must deliver their stock certificates to Quartet’s transfer agent (either physically or electronically) prior to the vote at the meeting.
Q.		What should I do if I receive more than one set of voting materials?		A.		Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Quartet shares.
Q.		Who can help answer my questions?		A.		If you have questions about the mergers or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
						Mr. David D. Sgro Quartet Merger Corp. 777 Third Avenue, 37 th Floor New York, New York 10017 Tel: (212) 319-7676 Fax: (212) 319-0760

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						or:
						MacKenzie Partners Inc. 105 Madison Avenue New York, NY 10016 Tel: (800) 322-2885 Fax: (212) 929-0308
						or:
						Jefferies LLC 520 Madison Avenue New York, New York 10022 Tel: (212) 284-2300
						You may also obtain additional information about Quartet from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “ Where You Can Find More Information .” If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to Quartet’s transfer agent at the address below prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
						Mr. Mark Zimkind Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the mergers, you should read this entire document carefully, including the merger agreement, as amended, attached as Annex A to this proxy statement/prospectus. The merger agreement is the legal document that governs the mergers and the other transactions that will be undertaken in connection with the mergers. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Quartet

Quartet Merger Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Quartet was incorporated under the laws of Delaware on April 19, 2013.

On November 1, 2013, Quartet closed its initial public offering of 8,400,000 units, with each unit consisting of one share of its common stock and one right to automatically receive one-tenth of one share of its common stock upon consummation of an initial business combination. On November 5, 2013, Quartet consummated the sale of an additional 1,260,000 units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $96,600,000. Simultaneously with the consummation of the initial public offering and the exercise of the underwriters’ over-allotment option, Quartet consummated the private sale of 608,125 units to its initial stockholders and EarlyBirdCapital, Inc. and its designees, in each case at $10.00 per unit for an aggregate purchase price of $6,081,250. $92,410,500 of the net proceeds from the initial public offering, together with $6,081,250 raised from the private sale of units, for a total of $98,491,750, was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-191129) that became effective on October 28, 2013. As of [•], 2014, there was approximately $[•] held in the trust account.

After consummation of the mergers, the funds in the trust account will be released to Holdco and used by Holdco to pay the cash merger consideration, if any, to Pangaea’s securityholders who elect to receive such cash consideration, to pay holders of the public shares who exercise conversion rights, to pay expenses incurred in connection with the business combination with Pangaea, and for working capital and general corporate purposes, including (i) funding for the planned acquisition of the 49% interest in Seamar Management S.A. for approximately $250,000, (ii) up to $11,500,000 for newbuildings, (iii) up to $20,000,000 for working capital and (iv) the balance for general corporate purposes. Such expenses include a fee to EarlyBirdCapital, Inc. of approximately $3.6 million for acting as Quartet’s investment banker in connection with the business combination, a fee to Jefferies, LLC, Pangaea’s financial advisor in connection with the business combination, of up to $1.65 million, a $1.3 million finder fee to Dinan & Company, LLC for introducing Pangaea to Quartet and fees and expenses payable to Quartet’s and Pangaea’s advisors.

Quartet units, common stock and rights are listed on Nasdaq under the symbols QTETU, QTET and QTETR, respectively.

The mailing address of Quartet’s principal executive office is 777 Third Avenue, 37 ^th Floor, New York, New York 10017. Its telephone number is (212) 319-7676. After the consummation of the mergers, it will cease to exist.

Holdco

Quartet Holdco Ltd. is a wholly-owned subsidiary of Quartet formed solely for the purpose of effectuating the redomestication merger described herein. Holdco was incorporated under the laws of Bermuda as an exempted company on April 29, 2014. Holdco owns no material assets and does not operate any business.

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The mailing address of Holdco’s principal executive office is 777 Third Avenue, 37 ^th Floor, New York, New York 10017. Its telephone number is (212) 319-7676. After the consummation of the mergers, its principal executive office will be that of Pangaea, located at 109 Long Wharf, Newport, Rhode Island 02840 and its telephone number will be (401) 846-7790 and its registered office will be located at Third Floor, Par la Ville Place, 14 Par La Ville Road, Hamilton, HM08, Bermuda.

Merger Sub

Quartet Merger Sub, Ltd. is a wholly-owned subsidiary of Holdco formed solely for the purpose of effecting the transaction merger with Pangaea described herein. Merger Sub was incorporated under the laws of Bermuda as an exempted company on April 29, 2014. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 777 Third Avenue, 37 ^th Floor, New York, New York 10017. Its telephone number is (212) 319-7676. After the consummation of the mergers, it will cease to exist.

Pangaea

Pangaea is a growth-oriented global logistics company that utilizes its logistics experience and assets to service a broad base of industrial customers who require the transportation of a wide variety of drybulk cargoes, including grains, pig iron, hot briquetted iron, bauxite, alumina, cement clinker, dolomite and limestone. Pangaea was incorporated under the laws of Bermuda as an exempted company on June 17, 2008 providing seaborne drybulk transportation services. Pangaea addresses 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 vessel management. In particular, Pangaea has historically focused on providing such services for backhaul routes. In addition, it has developed customized shipping routes, which it believes create value for its customers and shareholders by both reducing the time and cost of transportation between ports and increasing cargo carried per voyage. Pangaea was formerly known as Bulk Partners (Bermuda) Ltd. Pangaea was originally formed to acquire the business of Bulk Partners Ltd., Pangaea’s predecessor company, which was formed in 1996.

The mailing address of Pangaea’s principal executive office is 109 Long Wharf, Newport, Rhode Island 02840 and its telephone number is (401) 846-7790 and its registered office will be located at Third Floor, Par la Ville Place, 14 Par La Ville Road, Hamilton, HM08, Bermuda.

After the market close on May 1, 2014, Quartet filed a Current Report on Form 8-K, which included the press release issued on April 30, 2014, the merger agreement and a presentation which provided a summary of the deal terms and additional details on Pangaea’s operations.

Emerging Growth Company

Each of Quartet, Holdco and Pangaea is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act). It is anticipated that after the consummation of the mergers, Holdco will continue to be an “emerging growth company.” As emerging growth companies, Quartet, Holdco and Pangaea are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Quartet, Holdco and Pangaea have irrevocably opted not to take advantage of such extended transition period, and will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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Holdco could remain an emerging growth company until the last day of Holdco’s fiscal year following November 2, 2018 (the fifth anniversary of the consummation of its successor’s initial public offering). However, if Holdco’s non-convertible debt issued within a three-year period or its total revenues exceed $1 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Holdco would cease to be an emerging growth company as of the following fiscal year.

The Merger Proposal

The merger agreement provides for a business combination transaction by means of the mergers of (i) Merger Sub with and into Pangaea, with Pangaea surviving and becoming a wholly-owned subsidiary of Holdco and (ii) Quartet with and into Holdco, with Holdco surviving and becoming the public company. 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.

Under the merger agreement, the Pangaea securityholders will receive: (i) 28,431,372 common shares of Holdco; (ii) $10,000,000 in cash or alternatively, at the option of the holders, an additional number of Holdco common shares in lieu of receiving all or a portion of such cash consideration, up to an additional 980,392 common shares if the holders elect to receive all of such cash consideration in the form of Holdco common shares instead of cash; (iii) an additional number of net income shares to be issued upon and subject to Pangaea achieving certain net income targets described below following the mergers; and (iv) an additional number of cancellation shares to be issued based on the number of Quartet public stockholders that seek conversion of their public shares into a pro rata portion of Quartet’s trust account, as described below.

The Pangaea securityholders will be entitled to receive additional payments of Holdco shares based on Pangaea’s achievement of specified net income targets in the fiscal years ending December 31, 2014, 2015 and 2016. 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. The following table sets forth the net income targets and the number of Holdco shares issuable to the Pangaea securitholders upon the achievement of such targets:

Year ending December 31,		Net Income Target				Number of Holdco Shares
2014		$	27,300,000				3,431,373
2015		$	34,000,000				1,960,784
2016		$	41,000,000				1,960,784

Notwithstanding whether Pangaea meets any of the above-stated targets in the applicable fiscal year, in the event the Pangaea has cumulative net income of $102,300,000 or more in the one-, two- or three-year periods beginning on January 1, 2014, the Pangaea securityholders will receive, in the aggregate, 7,352,941 common shares of Holdco, less the aggregate of any net income shares already issued upon attainment of the above-stated targets for a prior period.

Additionally, if holders of more than 15% of the Quartet public shares seek conversion, the Pangaea securityholders will be issued up to an additional 1,932,000 cancellation shares of Holdco, based on the number of public shares that are actually converted. In turn, the Quartet initial stockholders have agreed, pursuant to letter agreements entered into on the same date as the merger agreement (the “Founding Shareholder Agreements”), that they will contribute to the capital of Quartet immediately prior to the consummation of the redomestication merger, for no additional consideration, a like number of shares of Quartet common stock as is equal to the number of cancellation shares to be issued to the Pangaea securityholders. The Founding Shareholder Agreements will also require the initial stockholders to take certain actions (or refrain from taking certain actions) to assist in having the mergers effectuated.

The Pangaea securityholders will not be able to sell any of the common shares of Holdco that they receive as a result of the mergers (subject to limited exceptions) until (A) with respect to 50% of such shares, the earlier of (i) the date on which the closing price of the Holdco common shares exceeds $12.50 per share

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for any 20 trading days within a 30-trading day period following the consummation of the mergers and (ii) the day preceding the day that is twelve months after the consummation of the acquisition and (B) with respect to the remaining 50% of such shares, the day preceding the day that is twelve months after the consummation of the mergers. Each Pangaea securityholder will be required to enter into a lock-up agreement to such effect as a condition to exchanging their capital stock of Pangaea for the Holdco common shares in connection with the transaction merger. These lock-up provisions are substantively identical to the restrictions on transfer imposed on the Quartet initial stockholders.

See the section entitled “ The Merger Proposal — Structure of the Transaction ” for the more information.

To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by Pangaea and its securityholders, there will be placed in escrow (with an independent escrow agent) an aggregate of 1,100,000 of the common shares of Holdco issuable to the Pangaea securityholders at closing. The aggregate liability for indemnification will not exceed the shares held in escrow. Other than with respect to actual fraud or intentional or willful misrepresentation or omission, Holdco’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement. See the section entitled “ The Merger Proposal — Indemnification of Holdco .”

Quartet and Pangaea plan to complete the mergers promptly after the Quartet special meeting, provided that:

After consideration of the factors identified and discussed in the section entitled “ The Merger Proposal — Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers ,” Quartet’s board of directors concluded that the mergers met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of Pangaea had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the merger agreement.

As a result of the mergers, assuming that no stockholders of Quartet elect to convert their public shares into cash in connection with the redomestication merger as permitted by Quartet’s amended and restated certificate of incorporation, the securityholders of Pangaea will own approximately 68.2% of the common shares of Holdco to be outstanding immediately after the mergers, the Quartet initial stockholders will own approximately 7.0% of Holdco’s outstanding common shares and the former Quartet stockholders will own approximately 24.8% of Holdco’s outstanding common shares. If the maximum number of Quartet public shares are converted into cash, such percentages will be approximately 92.0%, 3.6% and 4.4%, respectively. The foregoing does not take into account the issuance of any net income shares or cancellation shares. If no public shares are converted and thereafter the full net income shares are earned, the Quartet initial stockholders will own approximately 6.0% of Holdco’s outstanding common stock, the former Quartet stockholders would own approximately 21.2% of the total outstanding stock and Pangaea securityholders would own approximately 72.8%, assuming that no other shares are issued. If the maximum number of public shares are converted and thereafter the full net income shares are earned, the Quartet initial stockholders will own approximately 2.9% of Holdco’s outstanding common shares, the former Quartet stockholders would own approximately 3.7% of the total outstanding stock and Pangaea securityholders would own approximately 93.4%, assuming that no other shares are issued. The foregoing calculations assume that certain of the Pangaea securityholders elect to receive only common shares of Holdco and no portion of the cash consideration. To the extent they elect to receive any portion of the cash consideration, the ownership of the

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Pangaea securityholders would decrease and the ownership of the Quartet stockholders would increase by a like amount. None of the foregoing calculations assume the issuance and/or exercise of any stock options.

If the merger proposal is not approved by Quartet’s stockholders at the special meeting, neither the charter proposals nor the adjournment proposal will be presented at the special meeting for a vote.

Opinion of Financial Advisor to the Board of Directors of Quartet

Quartet engaged Cassel Salpeter & Co., LLC (“Cassel Salpeter”) to render an opinion, as of April 29, 2014, as to (i) the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement and (ii) whether Pangaea had a fair market value equal to at least 80% of the balance of funds in the trust account. Cassel Salpeter is an investment banking firm that regularly is engaged in the evaluation of businesses and their securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. Quartet’s board of directors decided to use the services of Cassel Salpeter because it is a recognized investment banking firm that has substantial experience in similar matters, and has rendered similar services to other blank check companies including one that Messrs. Rosenfeld and Sgro were previously directors of.

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 dated the same date) that, as of April 29, 2014, (i) the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement was fair, from a financial point of view, to Quartet and (ii) Pangaea had a fair market value equal to at least 80% of the balance of funds in the trust account.

The amount of the consideration to be paid by Quartet to Pangaea’s securityholders was determined pursuant to negotiations between Quartet and Pangaea and not pursuant to recommendations of Cassel Salpeter.

The opinion was provided for the use and benefit of the Quartet board in connection with its consideration of the mergers and only addressed (i) the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement and (ii) whether Pangaea had a fair market value equal to at least 80% of the balance of funds in the trust account, in each case as of the date of the opinion, and did not address any other aspect or implication of the merger. The summary of Cassel Salpeter’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex C to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed mergers.

The Charter Proposals

In addition to voting on the mergers, the stockholders of Quartet will vote on separate proposals to approve the following material differences between the constitutional documents of Holdco and Quartet’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Pangaea Logistics Solutions Ltd.” as opposed to “Quartet Merger Corp.”; (ii) Holdco has 100,000,000 authorized common shares and 1,000,000 authorized preferred shares, as opposed to Quartet having 15,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii) Holdco’s corporate existence is perpetual as opposed to Quartet’s corporate existence terminating if a business combination is not consummated by Quartet within a specified period of time; and (iv) Holdco’s bye-laws do not include the various provisions applicable only to specified purpose acquisition corporations that Quartet’s amended and restated certificate of incorporation contains. See the section entitled “ The Charter Proposals .”

The Incentive Compensation Plan Proposal

The proposed 2014 Share Incentive Plan will reserve up to 1,500,000 Holdco common shares for issuance in accordance with the plan’s terms. The purpose of the 2014 Share Incentive Plan is to assist in

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attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of Holdco and its affiliates and promoting the creation of long-term value for stockholders of Holdco by closely aligning the interests of such individuals with those of such shareholders. The 2014 Share Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. The plan is attached as Annex I to this proxy statement/prospectus. You are encouraged to read the 2014 Share Incentive Plan in its entirety.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to authorize Quartet to consummate the mergers (because the merger proposal is not approved or more than 9,169,603 of the holders of the public shares properly elect to convert their public shares into cash), Quartet’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “ The Adjournment Proposal .”

Quartet Initial Stockholders

As of July 14, 2014, the record date for the Quartet special meeting, Quartet’s initial stockholders — Eric S. Rosenfeld, Quartet’s Chairman of the Board, Chief Executive Officer and President, David D. Sgro, Quartet’s Chief Financial Officer and Secretary and a director of Quartet, Jeffrey Moses, Margery Kraus and John Schauerman, each a director of Quartet, Joel Greenblatt, the special advisor to Quartet, and Gregory Monahan, Victor Bonilla, Tom Kobylarz, DKU 2013 LLC and The K2 Principal Fund L.P. — beneficially owned and were entitled to vote an aggregate of 2,415,000 initial shares that were issued prior to Quartet’s initial public offering. These individuals and entities also purchased an aggregate of 559,825 private units simultaneously with the consummation of Quartet’s initial public offering. The initial shares and private units held by the Quartet initial stockholders currently constitute approximately 23.5% of the outstanding shares of Quartet’s common stock.

In connection with the initial public offering, Quartet and EarlyBirdCapital, Inc., the representative of the underwriters of the initial public offering, entered into agreements with each of the Quartet initial stockholders pursuant to which each Quartet initial stockholder agreed to vote the initial shares, the shares included in the private units, as well as any shares of common stock acquired in the aftermarket, in favor of the merger proposal. The Quartet initial stockholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The initial shares and shares included in the private units have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Quartet. In connection with the initial public offering, the Quartet initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until with respect to 50% of the initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of our common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of the initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Pursuant to the Founding Shareholder Agreements, the initial stockholders have agreed to contribute to the capital of Quartet immediately prior to the consummation of the redomestication merger, for no additional consideration, a like number of shares of Quartet common stock as is equal to the number of cancellation shares to be issued to the Pangaea securityholders. Such shares would be released from the escrow described above and cancelled.

Date, Time and Place of Special Meeting of Quartet’s Stockholders

The special meeting in lieu of annual meeting of the stockholders of Quartet will be held at [•]:00 a.m., Eastern time, on [•], 2014, at the offices of Graubard Miller, Quartet’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174, to consider and vote upon the merger

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proposal, the charter proposals the incentive compensation plan proposal, and/or if necessary, the adjournment proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Quartet is not authorized to consummate the mergers.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Quartet common stock at the close of business on July 14, 2014, which is the record date for the special meeting. Stockholders will have one vote for each share of Quartet common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Quartet rights and purchase options do not have voting rights. On the record date, there were 12,683,125 shares of Quartet common stock outstanding, of which 9,660,000 were public shares with the rest being held by the Quartet initial stockholders.

Quorum and Vote of Quartet Stockholders

A quorum of Quartet stockholders is necessary to hold a valid meeting. A quorum will be present at the Quartet special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Quartet initial stockholders hold approximately 23.5% of the outstanding shares of Quartet common stock, none of which are public shares. Such shares, as well as any shares of common stock acquired in the aftermarket by the Quartet initial stockholders, will be voted in favor of the proposals presented at the special meeting. The proposals presented at the special meeting will require the following votes:

Abstentions will have the same effect as a vote “against” the merger proposal, the charter proposals and the adjournment proposal, if presented. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the merger proposal, the charter proposals or an adjournment proposal. Please note that holders of the public shares cannot seek conversion of their shares unless they affirmatively vote for or against the merger proposal.

Under the merger agreement, the approval of the charter proposals is not a condition to the consummation of the mergers. However, because Quartet does not currently have a sufficient number of authorized shares to consummate the mergers, the charter proposals must be approved to effectuate the mergers. Accordingly, the approval of the charter proposals is a condition to the adoption of the merger proposal and vice versa.

Conversion Rights

Pursuant to Quartet’s amended and restated certificate of incorporation, a holder of public shares may demand that Quartet convert such shares into cash if the mergers are consummated. Holders of public shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against the merger proposal, (ii) demand that Quartet convert their shares into cash no later than the close of the vote on the merger proposal, and (iii) deliver their stock to Quartet’s transfer agent prior to the vote at the meeting. If

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the mergers are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion and votes for or against the merger proposal, Quartet will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. As of [•], 2014, this would amount to approximately $[•] per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Quartet common stock for cash and will no longer own the shares. See the section entitled “ Special Meeting of Quartet Stockholders — Conversion Rights ” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20.0% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

The mergers will not be consummated if holders of more than 9,169,603 of the public shares (representing approximately 95% of the public shares) properly demand conversion of their shares into cash. However, the merger agreement provides that Pangaea may terminate the agreement if immediately prior to the consummation of the transactions contemplated by the merger agreement, Quartet does not have cash on hand of $25,000,000 after giving effect to payment of amounts that Quartet will be required to pay to converting stockholders upon consummation of the redomestication merger. If Pangaea does not waive this termination right, the mergers will not be consummated if holders of more than 7,209,020 of the public shares (representing approximately 75% of the public shares) properly demand conversion of their shares into cash.

Holders of Quartet rights and purchase options will not have conversion rights with respect to such rights.

Appraisal Rights

Quartet stockholders (including the initial stockholders) and Quartet rightholders do not have appraisal rights in connection with the mergers under the DGCL.

Pangaea Financial Advisor

Jefferies LLC (“Jefferies”), is acting as Pangaea’s financial advisor in connection with the Mergers and will receive a fee from Pangaea in connection with the engagement. Jefferies has also been engaged by Pangaea to provide certain solicitation services in connection with Quartet’s stockholders’ vote to approve the mergers and could receive a fee of up to $1.65 million from Pangaea in connection with these services. Accordingly, Jefferies may be deemed to be a participant in the solicitation of proxies for the special meeting of Quartet’s stockholders to be held to approve the mergers.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Quartet has engaged MacKenzie Partners Inc. to assist in the solicitation of proxies. Jefferies has also been engaged by Pangaea to provide certain solicitation services in connection with Quartet’s stockholders’ vote to approve the mergers and will be paid by Pangaea for these services.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “ Special Meeting of Quartet Stockholders — Revoking Your Proxy .”

Interests of Quartet’s Directors, Officers and Special Advisor in the Mergers

When you consider the recommendation of Quartet’s board of directors in favor of approval of the merger proposal, you should keep in mind that Quartet’s initial stockholders, including its directors, executive officers and special advisor, have interests in such proposal that are different from, or in addition to, your interests as a stockholder or rightholder. These interests include, among other things:

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At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Quartet or its securities, the Quartet initial stockholders, Pangaea or

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Pangaea’s securityholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Quartet’s common stock or vote their shares in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares present and entitled to vote at the special meeting to approve the merger proposal vote in its favor and that holders of 9,169,603 or fewer of the public shares demand conversion of their public shares into cash, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Quartet initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Quartet’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of more than 9,169,603 of the public shares will exercise their conversion rights.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Quartet will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Quartet’s board of directors believes that the merger proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Quartet’s stockholders and unanimously recommends that its stockholders vote “FOR” the merger proposal, “FOR” the charter proposals “FOR” the incentive compensation plan proposal, and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Mergers

General Conditions

Consummation of the transactions contemplated by the merger agreement is conditioned on (i) the Quartet stockholders approving the transaction, (ii) the proxy statement/prospectus being declared effective, (iii) the holders of no more than 9,169,603 of Quartet’s public shares exercising their conversion rights and (iv) confirmation from Nasdaq that Holdco meets all the requirements for listing on such exchange other than the requirement to have a sufficient number of round lot holders.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon, among other things, (i) expiration of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and no government entity having enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect and which has the effect of making the merger illegal or otherwise prohibiting consummation of the transactions, (ii) the representations and warranties of each party being true and correct as of the date of the merger agreement and on and as of the closing date (except that, on and as of the closing date, the representations and warranties of each party that are not qualified as to materiality need only be true

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and correct in all material respects) and each party having performed or complied with all agreements and covenants required by the merger agreement to be performed or complied with on or prior to the closing (except to the extent that any failure to perform or comply is not willful and does not constitute a material adverse effect), and each party having received a certificate with respect to the foregoing from the other party, (iii) all necessary consents, waivers and approvals required to be obtained in connection with the merger having been received, other than consents, waivers and approvals the absence of which could not reasonably be expected to have a material adverse effect and (iv) the absence of any litigation pending or threatened, which is reasonably likely to prevent consummation of the transactions contemplated by the merger agreement, cause such transactions to be rescinded following consummation or materially and adversely affect the right of either party to own or operate the assets and operations of Holdco and Pangaea following the transaction.

Pangaea’s Conditions to Closing

The obligations of Pangaea to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

Quartet’s Conditions to Closing

The obligations of Quartet, Holdco and Merger Sub to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

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If permitted under applicable law, either Quartet or Pangaea may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the merger agreement. However, the condition requiring that the holders of no more than 9,169,603 of Quartet’s public shares exercise their conversion rights may not be waived by Quartet, due to applicable laws.

The existence of the financial and personal interests of the Quartet directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Quartet and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation. See the section entitled “ Risk Factors ” for a fuller discussion of this and other risks.

Tax Consequences of the Mergers

Quartet has received an opinion from its counsel, Graubard Miller, that, for United States federal income tax purposes, the redomestication merger will qualify as a tax-free reorganization and:

Stockholders of Quartet are encouraged to consult their own tax advisors, because the tax consequences may be different among the stockholders depending on their personal circumstances.

Quartet also believes that Quartet and its subsidiaries will not incur any material amount of federal tax as a result of the redomestication merger. It is expected that Quartet will not recognize any gain or loss as a result of Quartet’s merger with Holdco. An evaluation will be made prior to the closing of the mergers to establish whether Quartet has any intangible assets that will be transferred to Holdco in connection with the mergers. If there are any such intangible assets, it is not expected that they will be of a substantial amount and any federal income tax will not be of material significance. The IRS may not agree with this conclusion. In such an event, there may be a significant tax obligations for Holdco, the surviving company, to pay based on the value of Quartet’s appreciated assets at the time of the redomestication merger.

The tax opinion is attached to this proxy statement/prospectus as Annex D . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus. For a description of the material federal

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income tax consequences of the redomestication merger, please see the information set forth in “ The Merger Proposal — Material Federal Income Tax Consequences of the Mergers to Quartet and its Securityholders .”

For a discussion of the material Bermuda and United States federal income tax considerations relevant to a holder of Holdco’s common shares following consummation of the business combination, see the section titled “ Business of Pangaea — Tax Considerations .”

Anticipated Accounting Treatment

The mergers will be accounted for as a “reverse merger” and recapitalization at the date of the consummation of the transaction since the securityholders of Pangaea will own at least 50.1% of the outstanding common shares of Holdco immediately following the completion of the mergers, will have its current officers assuming all corporate and day-to-day management offices of Holdco, including chief executive officer and chief financial officer, and will have the sole right to appoint six of the eight directors to the board. Accordingly, Pangaea will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Pangaea. Accordingly, the assets and liabilities and the historical operations that will be reflected in the Holdco financial statements after consummation of the mergers will be those of Pangaea and will be recorded at the historical cost basis of Pangaea. Quartet’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Pangaea upon consummation of the mergers.

Regulatory Matters

The mergers and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with Bermuda and the State of Delaware necessary to effectuate the transactions contemplated by the merger agreement.

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Selected Financial Information — Quartet

		For the Three Months Ended March 31, 2014				For the Period from April 19, 2013 (Inception) to December 31, 2013
Income Statement Data:
Revenue		$	—			$	—
Interest income		$	21,634			$	11,308
Net loss		$	(113,875	)		$	(65,618	)
Basic and diluted net loss per share		$	(0.03	)		$	(0.02	)
Weighted average shares outstanding, basic and diluted			3,513,522				2,671,441

		March 31, 2014				December 31, 2013
Balance Sheet Data:
Total assets		$	98,990,245			$	99,055,014
Total liabilities		$	69,247			$	20,141
Common stock subject to possible conversion		$	93,491,744			$	93,491,744
Total stockholders’ equity		$	5,429,254			$	5,543,129

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Selected Financial Information — Pangaea

		For the three months ended March 31,								For the years ended December 31,
		2014				2013				2013				2012				2011
		(US dollars in thousands, except for per share amounts and fleet data)
Income Statement Data:
Voyage revenue		$	91,559			$	87,339			$	336,160			$	342,085			$	359,500
Charter revenue			22,653				7,796				56,311				44,972				50,144
Total revenue			114,212				95,135				392,471				387,058				409,644
Expenses:
Voyage expense			52,542				50,140				196,036				200,867				188,203
Charter expense			39,563				28,443				130,880				133,524				193,388
Vessel operating expenses			6,919				4,543				22,958				14,814				8,030
General and administrative			2,576				3,091				11,599				11,028				7,244
Depreciation & Amortization			2,552				2,373				9,615				7,180				5,197
Loss on sale of vessels			—				—				—				—				1,096
Total expenses			104,152				88,590				371,087				367,414				403,160
Income from operations			10,060				6,545				21,384				19,644				6,485
Total other expense, net			(2,403	)			(1,118	)			(5,869	)			(3,731	)			(2,636	)
Net income			7,657				5,427				15,515				15,913				3,849
Income attributable to noncontrolling interests			(1,064	)			(832	)			(62	)			(2,059	)			(83	)
Net income attributable to Pangaea Logistics Solutions Ltd.		$	6,593			$	4,595			$	15,452			$	13,854			$	3,766
Balance Sheet Data:
Cash			23,365				21,793			$	18,928			$	19,696			$	18,738
Total assets			322,750				272,084				330,373				231,137				126,556
Total third-party debt (current and long-term)			111,668				89,850				102,368				84,876				31,963
Total preferred equity and shareholders’ equity			123,749				98,002				117,874				73,112				34,674
Cash Flow Data:
Net cash flow provided by operating activities			10,438				4,143			$	21,117			$	15,877			$	12,300
Net cash flow used in investing activities			(14,859	)			(33,871	)			(83,980	)			(101,405	)			(28,174	)
Net cash provided by financing activities			8,859				31,825				62,095				86,486				19,528
Adjusted EBITDA (1)			12,612				8,918			$	30,998			$	26,824			$	11,682
Shipping days (2)
Voyage days			3,074				3,132				12,076				11,545				10,769
Time charter days			1,428				706				4,072				3,224				2,708
Total shipping days			4,502				3,838				16,148				14,769				13,477
TCE Rates ($/day) (3)		$	13,698			$	11,724			$	12,163			$	12,607			$	16,431

(1)

Adjusted EBITDA represents operating earnings before interest expense, income taxes, depreciation and amortization and other non-operating income and/or expense, if any. Adjusted EBITDA is included because it is used by management and certain investors to measure Pangaea’s operating performance. Adjusted EBITDA is also used by management in its determination of the fair value of its preferred and

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		For the three months ended March 31,								For the years ended December 31,
		2014				2013				2013				2012				2011
		(US dollars in thousands)
Income from operations			10,060				6,545				21,384				19,644				6,485
Depreciation & Amortization			2,552				2,373				9,615				7,180				5,197
Adjusted EBITDA			12,612				8,918			$	30,998			$	26,824			$	11,682

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shares into a pro rata portion of Quartet’s trust account, as previously described. Accordingly, separate pro forma information has been presented assuming the following circumstances and that the Pangaea securityholders elect to receive 29,411,675 common shares of Holdco and no portion of the cash consideration; (1) holders of 9,169,603 shares of the Quartet common stock elect to have their shares converted into cash upon the consummation of the merger at the conversion price of $10.20 per share (referred to as “maximum conversions and stock consideration” in the table below); (2) holders of 7,209,020 shares of the Quartet common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.20 per share, to provide gross proceeds of $25.0 million from the trust account, such that Pangaea does not have a contractual right to terminate the merger agreement (referred to as “conversions needed to avoid termination and stock consideration” in the table below); and (3) no holders of Quartet common stock exercise their right to have their shares converted upon the consummation of the merger (referred to as “no conversions and stock consideration” in the table below). Further, separate pro forma information has been presented assuming the following circumstances and that certain of the Pangaea securityholders elect to receive 28,431,373 common shares of Holdco and $10,000,000 in cash: (4) no holders of Quartet common stock exercise their right to have their shares converted upon the consummation of the mergers (referred to as “no conversions and stock and cash consideration” in the table below). The actual results will be in between the scenarios shown but there can be no assurance as to the actual amount of the dividend.

Quartet is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

		Quartet Merger Corp. Historical				Pangaea Logistics Solutions Ltd. Historical				(1) Proforma Unaudited, Combined Assuming Maximum Conversions and Stock Consideration				(2) Proforma Unaudited, Combined Assuming Conversions Needed to Avoid Termination and Stock Consideration				(3) Proforma Unaudited, Combined Assuming No Conversions and Stock Consideration				(4) Proforma Unaudited, Combined Assuming No Conversions and Stock and Cash Consideration
		(In thousands)
Year ended December 31, 2013
Total revenues			—				392,471				392,471				392,471				392,471				392,471
Net (Loss) income			(66	)			15,452				15,387				15,387				15,387				15,387
Three months ended March 31, 2014
Total revenues			—				114,213				114,213				114,213				114,213				114,213
Net (Loss) income			(114	)			6,593				6,479				6,479				6,479				6,479
As of March 31, 2014
Cash			402				23,365				19,731				39,698				113,223				103,223
Total assets			98,990				322,750				319,180				339,147				412,671				402,671
Total third-party debt (current and long-term)			—				111,668				111,668				111,668				111,668				111,668
Total shareholders’ equity			5,429				20,512				132,298				152,266				225,790				215,790

See pro forma condensed combined financial statements and related notes in “Unaudited Pro Forma Condensed Combined Financial Statements” included elsewhere in this proxy statement/prospectus.

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of Quartet and Pangaea on a stand-alone basis for the year ended December 31, 2013 and the unaudited pro forma combined per share ownership information of Quartet and Pangaea for the year ended December 31, 2013 and for the three months ended March 31, 2014 after giving effect to the mergers, assuming, separately, (1) holders of 9,169,603 shares of the Quartet common stock elect to have their shares converted into cash upon the consummation of the mergers at the conversion price of $10.20 per share (referred to as “maximum conversions and stock consideration” in the table below); (2) holders of 7,209,020 shares of the Quartet common stock elect to have their shares converted upon the consummation of the merger at the conversion price of $10.20 per share, to provide gross proceeds of $25.0 million from the trust account, such that Pangaea does not have a contractual right to terminate the merger agreement (referred to as “conversions needed to avoid termination and stock consideration” in the table below); and (3) no holders of Quartet common stock exercise their right to have their shares converted upon the consummation of the merger (referred to as “no conversions and stock consideration” in the table below). Further, separate pro forma information has been presented assuming the following circumstances and that certain of the Pangaea securityholders elect to receive 28,431,373 common shares of Holdco and $10,000,000 in cash: (4) no holders of Quartet common stock exercise their right to have their shares converted upon the consummation of the mergers (referred to as “no conversions and stock and cash consideration” in the table below).

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Quartet and Pangaea and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Quartet and Pangaea pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Quartet and Pangaea would have been had the companies been combined during the period presented.

		Quartet Merger Corp. Historical				Pangaea Logistics Solutions Ltd. Historical				(1) Proforma Unaudited, Combined Assuming Maximum Conversions and Stock Consideration				(2) Proforma Unaudited, Combined Assuming Conversions Needed to Avoid Termination and Stock Consideration				(3) Proforma Unaudited, Combined Assuming No Conversions and Stock Consideration				(4) Proforma Unaudited, Combined Assuming No Conversions and Stock and Cash Consideration
		(In thousands, except share and per share information)
(Loss), Net income or Pro Forma Net Income (in thousands) for the year ended December 31, 2013			(66	)			15,452				15,387				15,387				15,387				15,387
Weighted Average Shares Outstanding – Basic and Diluted			2,671,441								33,952,099				35,912,683				43,121,702				42,141,310
(Loss) Income or Pro Forma Earnings Per Share – Basic and Diluted, for the year ended December 31, 2013			(0.02	)							0.45				0.43				0.36				0.37
(Loss), Net income or Pro Forma Net Income (in thousands) for the three months ended March 31, 2014			(114	)			6,593				6,479				6,479				6,479				6,479
Weighted Average Shares Outstanding — Basic and Diluted			3,513,522								33,952,099				35,912,683				43,121,702				42,141,310
(Loss) Income or Pro Forma Earnings Per Share — Basic and Diluted, for the three months ended March 31, 2014			(0.03	)							0.19				0.18				0.15				0.15
Shares Outstanding as of March 31, 2014			3,513,222								33,952,099				35,912,683				43,121,702				42,141,310
Book Value Per Share or Pro Forma Book Value Per Share as of March 31, 2014			1.55								3.90				4.24				5.24				5.12

See pro forma condensed combined financial statements and related notes in “Unaudited Pro Forma Condensed Combined Financial Statements” included elsewhere in this proxy statement/prospectus.

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Factors that influence demand for vessel capacity include:

The factors that influence the supply of vessel capacity include:

In addition to the prevailing and anticipated charter and freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing drybulk fleet in the market and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for our drybulk carriers and our transportation services will be dependent upon continued economic growth in the world’s economies, including China and India, seasonal and regional changes in demand, changes in the capacity of the global drybulk carrier fleet and the sources and supply of drybulk cargoes to be transported by sea. Given the large number of new drybulk carriers currently on order with shipyards, the capacity of the global drybulk carrier fleet seems likely to increase even if economic growth does not similarly increase. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.

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An over-supply of drybulk carrier capacity may prolong or further depress the current low charter and freight rates and, in turn, adversely affect our profitability.

The market supply of drybulk carriers has been increasing as a result of the delivery of numerous newbuilding orders over the last few years. Newbuildings have been delivered in significant numbers since the beginning of 2006. However, as of April 2014, the majority of newbuilding orders, which were placed over recent years, were completed, and the current orderbook stands at 21.0% of the fleet outstanding. Vessel supply growth has been outpacing vessel demand growth over the past few years causing downward pressure on charter rates. Until the new supply is fully absorbed by the market, charter rates may continue to be under pressure due to vessel supply in the near to medium term. Although Pangaea typically enters into COAs to offset the large uncompensated cost of positioning vessels for front haul voyages, if market conditions persist or worsen, upon the expiration or termination of our vessels’ COAs, we may only be able to re-employ our vessels at reduced or unprofitable rates, or we may not be able to employ our vessels at all. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

The market values of our owned vessels may decrease, which could limit the amount of funds that we can borrow or cause us to breach certain covenants in our credit facilities, as we did in 2012, and we may incur a loss if we sell vessels following a decline in their market value.

The fair market values of our owned vessels have generally experienced high volatility, and you should expect the market values of our vessels to fluctuate depending on a number of factors including:

In addition, as vessels grow older, they generally decline in value. If the market values of our owned vessels decrease, we may not be in compliance with certain covenants in our credit facilities secured by mortgages on our drybulk vessels unless we provide additional collateral or prepay a portion of the loan to a level where we are again in compliance with our loan covenants. As of March 31, 2014 and December 31, 2013, we were in compliance with all of our covenants contained in our debt agreements.

In addition, if we sell one or more of our vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements, the sale proceeds may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss and a reduction in earnings.

The carrying amounts of vessels held and used by us are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the undiscounted future cash flows expected to result from the use of the vessel and its eventual disposition is less than the vessel’s carrying amount. This assessment is made at the asset group level which represents the lowest level for which identifiable cash flows are largely independent of other groups of assets. The asset groups are defined by vessel size and classification. At March 31, 2014, we identified a potential impairment indicator by reference to industry-wide estimated market values of all vessels of the same size range and age. As a result, we evaluated each asset group for impairment by estimating the total undiscounted cash flows expected to result from the use of the asset group and its eventual disposal. At March 31, 2013, the estimated

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undiscounted future cash flows exceeded the carrying amount of the asset groups in the consolidated balance sheet and therefore, we did not recognize a charge to impairment.

Pangaea has relied on financial support from its founders and investors through related party loans, which may not be available to Pangaea in the future.

From time to time, we have obtained loans from our founders, Edward Coll, Anthony Laura, and Lagoa Investments, an entity beneficially owned by Claus Boggild, to meet vessel purchase, newbuilding deposit, and other obligations of Pangaea. These loans have been historically available to Pangaea on an as needed basis, and payable as cash flow reasonably permitted. These loans may not be available to Pangaea in the future. We may sek to refinance such related party loans with the net proceeds of future debt and equity offerings, but we cannot be sure that we will be able to do so on acceptable terms. If we are not able to find additional sources of financing on acceptable terms, we may have to dedicate a larger portion of our cash flow from operations to pay the principal and interest of these loans and facilities than we would if we were able to refinance on superior terms. Even if we are able to borrow money from such parties, such borrowing could create a conflict of interest of management to the extent they also act as lenders to Pangaea.

The current state of the global financial markets and current economic conditions may adversely impact our ability to obtain additional financing on acceptable terms and otherwise negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. In recent years, operating businesses in the global economy have faced tightening credit, weakening demand for goods and services, deteriorating international liquidity conditions, and declining markets. There has been a general decline in the willingness of banks and other financial institutions to extend credit, particularly in the shipping industry. As the shipping industry is highly dependent on the availability of credit to finance and expand operations, it has been negatively affected by this decline.

Also, as a result of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, additional financing may not be available if needed and to the extent required, on acceptable terms or at all. If additional financing is not available when needed, or is available only on unfavorable terms, we may be unable to expand or meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

Our revenues are subject to seasonal fluctuations, which could affect our operating results and our ability to pay dividends, if any, in the future.

We operate our drybulk vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter and freight rates. This seasonality may result in quarter-to-quarter volatility in our operating results, which could affect our ability to pay dividends, if any, in the future from quarter to quarter. The drybulk carrier market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. This seasonality may adversely affect our operating results and our ability to pay dividends, if any, in the future.

Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and price of our common shares.

The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:

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The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these circumstances or events could increase our costs or lower our revenues.

The operation of drybulk carriers entails certain unique operational risks.

The operation of certain ship types, such as drybulk carriers, has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the ship can be a risk factor. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold), and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach at sea. Furthermore, any defects or flaws in the design of a drybulk carrier may contribute to vessel damage. Hull breaches in drybulk carriers may lead to the flooding of the vessels holds. If a drybulk carrier suffers flooding in its holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel's bulkheads, leading to the loss of a vessel. If we are unable to adequately maintain our vessels we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, results of operations and our ability to pay dividends, if any, in the future. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

Our vessels may call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common shares.

None of our vessels has called on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and other authorities or countries identified by the U.S. government or other authorities as state sponsors of terrorism, such as Cuba, Iran, Sudan and Syria; however our vessels may call on ports or operate in these countries from time to time in the future on our charterers' instructions notwithstanding contractual restrictions agreed with us. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which amended the Iran Sanctions Act. Among other things, CISADA introduced limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Moreover, our charterers

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may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into permissible charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in permissible operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners and ship managers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a shipowner to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. Each of the vessels that has been delivered to us is ISM Code-certified and we expect that each other vessel that we have agreed to purchase will be ISM Code-certified when delivered to us.

In addition, vessel classification societies also impose significant safety and other requirements on our vessels. In complying with current and future environmental requirements, vessel-owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.

The operation of our vessels is also affected by other government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, European Union Regulations, the International Convention for the Prevention of Pollution from Ships of 1975, the International Maritime Organization, or IMO, International Convention for the Prevention of Marine Pollution of 1973, the IMO International Convention for the Safety of Life at Sea of 1974, the International Convention on Load Lines of 1966, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, U.S. Clean Water Act and the U.S. Marine Transportation Security Act of 2002.

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Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault.

We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends.

Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

International shipping is subject to various security and customs inspections and related procedures in countries of origin, destination and trans-shipment points. Inspection procedures may result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery of our vessels and the levying of customs duties, fines or other penalties against us.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against a vessel in our fleet for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of dividends, if any, in the future.

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Changes in fuel, or bunkers, prices may adversely affect profits.

Fuel, or bunkers, is typically the largest expense in our shipping operations for our vessels and changes in the price of fuel may adversely affect our profitability and is a significant factor in negotiating vessel employment and cargo carriage rates. When we operate vessels under COAs or voyage charters, we bear voyage costs, including bunkers. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce our profitability. We continually monitor the market volatility associated with bunker prices and seek to hedge our exposure to changes in the price of marine fuels with our bunker hedging program. We currently have six bunker swaps, effective through June 2014, for 3,900 metric tons. Please see “ Pangaea’s Management and Discussion Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Disclosures about Market Risks — Fuel Swap Contracts .”

In the highly competitive international shipping industry, we may not be able to compete successfully for charters-in or vessel employment with new entrants or established companies with greater resources and, as a result, we may be unable to employ our vessels profitably or to charter-in vessels at reasonable rates.

We charter-in and employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners and operators, some of whom have substantially greater resources than we do. Competition for seaborne transportation of drybulk cargo by sea is intense and depends on the charter or freight rate, location, size, age, condition and the acceptability of the vessel and its operators to their customers. Due in part to the highly fragmented market, competitors with greater resources than ours are able to operate larger fleets through consolidations or acquisitions and may be able to offer lower charter or freight rates and higher quality vessels than we are able to offer. If we are unable to successfully compete with other drybulk shipping operators, we may be unable to retain customers or attract new customers, which would have an adverse impact on our results of operations.

Labor interruptions could disrupt our business.

Our vessels are manned by masters, officers and crews that are contracted by our in-house technical management team. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, financial condition, results of operations and cash flows and ability to pay dividends.

Acts of piracy on ocean-going vessels have had and may continue to have an adverse effect on our industry.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf of Aden off the coast of Somalia. Although the frequency of sea piracy continued to decrease during 2013 to its lowest level since 2009, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Gulf of Guinea and the West Coast of Africa, with dry bulk vessels and tankers particularly vulnerable to such attacks. If these piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers, as the Gulf of Aden temporarily was in May 2008, or Joint War Committee “listed areas,” premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs to employ onboard security guards, could increase in such circumstances. Furthermore, the obligations for charter hire payments and determination of on-hire days is unclear with respect to piracy. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

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Political instability, terrorist attacks and international hostilities can affect the seaborne transportation industry, which could adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East, North Africa, North Korea and other geographic countries and areas, terrorist or other attacks, war or international hostilities. Terrorist attacks such as those in New York on September 11, 2001, in London on July 7, 2005, and in Mumbai on November 26, 2008, and the continuing response of the United States and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world's financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East and North Africa, and the presence of U.S. or other armed forces in Iraq, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, such as the attack on the MT Limburg , a vessel unaffiliated with us, in October 2002, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the seaborne transportation industry.

We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which include pollution risks, crew insurance and war risks insurance. However, we may not be adequately insured to cover all of our potential losses, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims, and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with the applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, financial condition, results of operations and cash flows and our ability to pay dividends. In addition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions.

In addition, we do not carry loss-of-hire insurance, which covers the loss of revenues during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, financial condition, results of operations and our ability to pay dividends.

Risks Relating to Our Company

Our business strategy includes chartering-in vessels, and we may not be able to charter-in suitable vessels.

Our business strategy depends, in large part, on our ability to charter-in vessels. If we are not able to find suitable vessels to charter-in, or to charter-in vessels at what we deem to be a reasonable rate, we may not be able to operate profitably or perform our contractual obligations. As a result, we may need to adjust our business strategy, and we may experience material adverse effects on our business, financial condition and results of operations. In addition, if we charter in a vessel and shipping rates were to subsequently decrease or we were unable to secure employment for that vessel, our obligation under the charter to pay above-market rates may adversely affect our financial condition and results of operations.

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Pangaea is not considered a top-ranked owner of ice fleets and therefore may be at a disadvantage in comparison to owners of larger ice fleets.

Pangaea’s ice class fleet is not among the largest ice fleets. As a result, to the extent there are economies of scale from ownership and maintenance of ice fleets, Pangaea will be at a disadvantage in comparison to owners of larger ice fleets.

We depend upon a few significant customers for a large part of our revenues and cash flow, and the loss of one or more of these customers could adversely affect our financial performance.

We expect to derive a significant part of our revenue and cash flow from a small number of repeat customers. For customers representing over 5% of revenue, for the three months ended March 31, 2014, our top three customers accounted for 23% of our revenues, and for the three months ended March 31, 2013, five customers accounted for 38% of our revenues. For customers representing over 5% of revenue, for the year ended December 31, 2013, three of our customers accounted for 23% of our revenues, compared to two customers for a total of 18% in 2012 and four customers totaling 37% of our revenues in 2011.

For the three months ended March 31, 2014 and 2013, the top ten customers accounted for 45% and 55% of our revenues, respectively. For the fiscal years ended December 31, 2013, 2012 and 2011, our top 10 customers accounted for 42%, 44% and 54% of our revenues, respectively. If one or more of our significant customers is unable to perform under one or more charters or COAs with us and we are not able to find a replacement charter or COA, or if a customer exercises certain rights to terminate the charter or COA, we could suffer a loss of revenues that could materially adversely affect our business, financial condition, results of operations and cash available for distribution as dividends to our shareholders.

We could lose a customer or the benefits of a charter or COA if, among other things:

If we lose a key customer, we may be unable to obtain charters or COAs on comparable terms or at all. The loss of any of our customers, COAs, charters or vessels, or a decline in payments under our agreements, could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders.

We are a holding company, and depend on the ability of our subsidiaries, through which we operate our business, to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.

We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. Our equity interests in our vessel-owning subsidiaries represent a significant portion of our operating assets. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on the ability of our subsidiaries to generate profits available for distribution to us and, to the extent that they are unable to generate profits, we will be unable to pay dividends to our shareholders.

We are subject to certain risks with counterparties on contracts and the failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our loan agreements.

We enter into various contracts that are material to the operation of our business, including COAs, time charters and voyage charters under which we employ our vessels, and charter agreements under which we charter-in our vessels. We also enter into loan agreements and hedging agreements, such as interest rate swap agreements, bunker swap agreements, and forward freight agreements, or FFAs. Such agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control, including, among other things, general economic conditions, the condition of the drybulk shipping industry, the overall financial

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condition of our counterparty, prevailing prices for drybulk cargoes, rates received for specific types of vessels and voyages, and various expenses. In addition, in depressed market conditions, our customers may no longer need us to carry a cargo that is currently under contract or may be able to obtain carriage at a lower rate. If our customers fail to meet their obligations to us or attempt to renegotiate our employment agreements it may be difficult to secure substitute suitable employment for such vessel, and any new charter arrangements we secure may be at lower rates, and further, if our counterparties fail to deliver a vessel we have agreed to charter-in, or if a counterparty otherwise fails to honor its obligations to us under a contract, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends to holders of our common stock in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.

Additionally, we are subject to certain risks as a result of using our vessels as collateral. If we are in breach of financial covenants contained in our loan agreements, we may not be successful in obtaining waivers and amendments. If our indebtedness is accelerated, it may be difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels if our lenders foreclose on their liens. Please see “—  We may be unable to comply with covenants in our credit facilities or any future financial obligations that impose operating and financial restrictions on us .”

We may be unable to comply with covenants in our credit facilities or any future financial obligations that impose operating and financial restrictions on us.

Certain of our credit facilities, which are secured by mortgages on our vessels, will impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio. In addition, certain of our credit facilities will require us to satisfy certain other financial covenants, which require us to, among other things, maintain:

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

As of March 31, 2014 and December 31, 2013, we were in compliance with all of our covenants contained in our debt agreements.

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Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under their respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

For more information, please read “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Borrowing Activities .”

We may be unable to effectively manage our growth strategy.

One of our principal business strategies is to continue to expand capacity and flexibility by increasing our owned fleet as we secure additional demand for our services. Our growth strategy will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:

We intend to finance our growth with the funds made available to Holdco upon consummation of the mergers, and may undertake future financings. Our failure to effectively identify, purchase, develop and integrate any vessels could adversely affect our business, financial condition and results of operations. The number of employees that perform services for us and our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet, and we may not be able to effectively hire more employees or adequately improve those systems. Finally, acquisitions may require additional equity issuances or debt issuances (with amortization payments), both of which could lower our available cash. If any such events occur, our financial condition may be adversely affected.

Growing any business presents numerous risks such as difficulty in obtaining additional qualified personnel and managing relationships with customers and suppliers. The expansion of our fleet may impose significant additional responsibilities on our management and staff, and may necessitate that we increase the number of personnel. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with our future growth.

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Investment in Forward Freight Agreements and other derivative instruments could result in losses.

We manage our market exposure using Forward Freight Agreements, or FFAs, and other derivative instruments, such as bunker hedging contracts and interest rate swap agreements. FFAs are cash-settled derivative contracts based on future freight delivery rates and other derivative instruments. FFAs may be used to hedge exposure to the charter markets by providing for the purchase or sale of a contracted charter rate along a specified route or combination of routes and over a specified period of time. Upon settlement, if the contracted charter rate is less than the settlement rate, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs and do not correctly anticipate rate movements for the specified vessel route or routes and relevant time period or our assumptions regarding the relative relationships of certain vessels’ earnings, routes and other factors relevant to the FFA markets are incorrect, we could suffer losses in settling or terminating our FFAs. In addition, we cannot guarantee that such hedges will qualify for special hedge accounting and, as such, our use of such derivatives may lead to material fluctuations in our results of operations.

We also seek to manage our exposure to volatility in the market price of bunkers and interest rate fluctuations by entering into bunker hedging contracts and interest rate swap agreements. There can be no assurance that we will be able to successfully limit our risks, leaving us exposed to unprofitable contracts and we may suffer significant losses from these hedging activities.

Our long-term COAs, single charter bookings and time-charter agreements may result in significant fluctuations in our quarterly results, which may adversely affect our liquidity, as well as our ability to satisfy our financial obligations.

As part of our business strategy, we enter into long-term COAs, single charter bookings and time-charter agreements. We evaluate entering into long-term positions based on the expected return over the full term of the contract. However, long-term contracts that we believe provide attractive returns over their full term may produce losses over portions of the contract period. We may be required to provide additional margin collateral in connection with FFA positions that are settled through clearinghouses, depending upon movements in the FFA markets. These interim losses, fluctuations in our quarterly results or incremental collateral requirements may adversely affect our financial liquidity, as well as our ability to satisfy our financial obligations.

We depend on COAs, which could require us to operate at unfavorable rates for a certain amount of time or subject us to other operating risks.

A significant portion of our revenues are derived from COAs. While COAs provide a relatively stable and predictable source of revenue, they typically fix the rate we are paid for our drybulk shipping services. Once we have entered into a COA, if we have not correctly anticipated vessel rates, location and availability for our owned or chartered-in fleet to fulfill the COA, we could suffer losses. Moreover, factors beyond our control may cause the rates we are paid under that COA to become unprofitable. Nevertheless, we would be obligated to continue to perform at these rates for the term of the COA. In addition, factors beyond our control, such as vessel availability, port delays or congestion, changes in government or industry rules or regulation, industrial actions or acts of terrorism or war, could affect our ability to perform our obligations under our COAs, which could result in breach of contract or other claims by our COA counterparties. Any of these occurrences could have a material adverse effect on our business, financial condition and results of operations and financial condition.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley,

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reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Such exemptions may be available until the last day of 2018, provided no other disqualifying provisions of the JOBS Act have been triggered at an earlier date. Investors may find our common shares and the price of our common shares less attractive because we rely, or may rely, on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

In addition, under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We could remain an “emerging growth company” until the last day of 2018, although a variety of circumstances could cause us to lose that status earlier. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies.

Obligations associated with being a public company require significant company resources and management attention, and we will incur increased costs as a result of being a public company.

We will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including, over time, Sarbanes-Oxley, and requirements of the NASDAQ Global Select Market. These requirements and rules may place a strain on our systems and resources. For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. These reporting and other obligations will place significant demands on our management, administrative, operational and accounting resources and will cause us to incur significant legal, accounting and other expenses that we had not previously incurred. The expenses incurred by public companies, generally, for reporting and corporate governance purposes have been increasing and the costs we will incur for such purposes may strain our resources. We expect these rules and regulations to increase our legal and financial compliance costs, divert management's attention to ensure compliance and to make some activities more time-consuming and costly. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy. Our incremental general and administrative expenses as a publicly traded corporation will include costs associated with reports to shareholders, tax returns, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and director compensation. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management’s attention to these matters will have on our business. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action.

We will be required to comply with certain provisions of Section 404 of Sarbanes-Oxley as early as December 31, 2014, although as an “emerging growth company” we will be exempt from certain of its requirements for so long as we remain as such. For example, Section 404 of Sarbanes-Oxley requires that we and our independent auditors report annually on the effectiveness of our internal control over financial reporting, however, as an “emerging growth company” we may take advantage of an exemption from the auditor attestation requirement. Once we are no longer an “emerging growth company” or, if prior to such

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date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting. Management, however, is not exempt from this requirement, and will be required to, among other things, maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow us to report on the effectiveness of our internal control over financial reporting, as required.

As an “emerging growth company,” we also intend to continue to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company,” at which time, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with these additional requirements, including Section 404 of the Sarbanes-Oxley Act.

A failure to pass inspection by classification societies could result in one or more vessels being unemployable unless and until they pass inspection, resulting in a loss of revenues from such vessels for that period and a corresponding decrease in earnings.

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the United Nations Safety of Life at Sea Convention. Our owned fleet is currently enrolled with Bureau Veritas (BV), De Norske Veritas (DNV), and Nippon Kaiji Kyokai (NK).

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every 30 to 60 months for inspection of the underwater parts of such vessel.

If any vessel fails any annual survey, intermediate survey or special survey, the vessel may be unable to trade between ports and, therefore, would be unemployable, potentially causing a negative impact on our revenues due to the loss of revenues from such vessel until it was able to trade again.

If we purchase and operate secondhand vessels, we will be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

As part of our current business strategy to increase our owned fleet, we may acquire new and secondhand vessels. While we typically inspect secondhand vessels prior to purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Even if we do physically inspect a secondhand vessel, an inspection does not provide us with the same knowledge about its condition that we would have if the vessel had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with secondhand vessels prior to purchase or charter, or may incur costs to terminate a purchase agreement. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Generally, we do not receive the benefit of warranties from the builders for the secondhand vessels that we acquire. In addition, to the extent we charter-in vessels that are not in good repair or do not meet our expected specifications, we may be unable to profitably perform under the related COA.

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In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Furthermore, governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Unless we set aside reserves or are able to borrow funds for vessel replacement, we will be unable to replace the vessels in our fleet at the end of their useful lives.

Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. We estimate the useful life of most of our vessels to be 25 years to 30 years from the date of initial delivery from the shipyard. The remaining estimated useful lives of our fleet range from 3 to 24 years, depending on the type of vessel and market conditions. The average age of our owned drybulk carriers at the time of this proxy statement/prospectus will be approximately 10 years. A portion of our cash flows and income are dependent on the revenues earned by employing our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends could be materially and adversely affected. We currently do not maintain reserves for vessel replacements. We intend to finance vessel replacements from internally generated cash flow, borrowings under our credit facilities or additional equity or debt offerings. Any reserves set aside for vessel replacement may not be available for dividends.

Our ability to obtain additional debt financing, or refinance any existing indebtedness, may be dependent on the performance and length of our COAs and charters and the creditworthiness of our contract counterparties.

The performance and length of our COAs and charters and the actual or perceived credit quality of our contract counterparties, and any defaults by them, may materially affect our ability to obtain the additional capital resources required to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at anticipated costs or at all may materially affect our results of operations and our ability to implement our business strategy.

We intend to partially finance acquisitions of vessels with borrowings drawn under credit facilities. While we may refinance amounts drawn under our credit facilities with the net proceeds of future debt and equity offerings, we cannot assure you that we will be able to do so at interest rates and on terms that are acceptable to us or at all. If we are not able to refinance these amounts with the net proceeds of debt and equity offerings at an interest rate or on terms acceptable to us or at all, we will have to dedicate a larger portion of our cash flow from operations to pay the principal and interest of this indebtedness. If we are not able to satisfy these obligations, we may have to undertake alternative financing plans. The actual or perceived credit quality of our contract counterparties, any defaults by them and the market value of our fleet, among other things, may materially affect our ability to obtain alternative financing. In addition, debt service payments under our credit facilities or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of dividends and other purposes. If we are unable to meet our debt obligations, or if we otherwise default under our credit facilities or alternative financing arrangements, our lenders could declare the debt, together with accrued interest and fees, to be immediately due and payable and foreclose on our fleet, which could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by other lenders.

We depend on our Chief Executive Officer, our Chief Financial Officer and other key employees, and the loss of their services would have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our Chief Executive Officer, Edward Coll, and our Chief Financial Officer, Anthony Laura, and other key employees including Claus Boggild, Christian Bonfils, Mads Boye Petersen, Peter Koken, Robert Seward, Fotis Doussopoulos, and

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Gianni Del Signore. Accordingly, our success will depend on the continued service of these individuals. We do not have employment agreements with our executive officers. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could have a material adverse effect on our business, results of operations and financial condition.

Our senior executive officers and directors may not be able to successfully organize and manage a publicly traded company.

Not all of our senior executive officers or directors have previously organized and managed a publicly traded company, and they may not be successful in doing so. The demands of organizing and managing a publicly traded company, like ours, is much greater as compared to those of a private company, and some of our senior executive officers and directors may not be able to successfully meet those increased demands.

We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.

We are incorporated in Bermuda and substantially all of our assets are located outside the U.S. In addition, one of our directors is a non-resident of the U.S., and all or a substantial portion of such director’s assets are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us or our directors and executive officers, or to enforce a judgment against us for civil liabilities in U.S. courts.

In addition, you should not assume that courts in the countries in which we are incorporated or where our assets are located would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or would enforce, in original actions, liabilities against us based on those laws.

Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.

We are a Bermuda exempted company. Our memorandum of association and bye-laws and the Companies Act, 1981 of Bermuda, or the Companies Act, govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can establish that our affairs are being conducted, or have been conducted, in a manner oppressive or prejudicial to the interests of some part of the shareholders, including such shareholder. However, you may not have the same rights that a shareholder in a U.S. corporation may have.

We may be subject to litigation, arbitration and other proceedings that could have an adverse effect on our business

We may be, from time to time, involved in various litigation matters arising in the ordinary course of business, or otherwise. These matters may include, among other things, contract disputes, personal injury claims, environmental matters, governmental claims for taxes or duties, securities, or maritime matters. The potential costs to resolve any claim or other litigation matter, or a combination of these, may have a material adverse effect on us because of potential negative outcomes, the costs associated with asserting our claims or defending such lawsuits, and the diversion of management's attention to these matters.

United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to U.S. holders

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's

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assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders will face adverse United States tax consequences. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay United States federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares.

We may have to pay tax on United States source income, which would reduce our earnings

Under sections 863(c)(3) and 887(a) of the United States Internal Revenue Code of 1986, as amended, or the “Code,” 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under section 883 of the Code and the applicable Treasury Regulations recently promulgated thereunder.

We expect that we and each of our subsidiaries qualify for this statutory tax exemption and we will take this position for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source income. Due to the factual nature of the issues involved, we can give no assurances on our tax-exempt status or that of any of our subsidiaries.

If we or our subsidiaries are not entitled to exemption under Code section 883 for any taxable year, we or our subsidiaries could be subject for those years to an effective 2% United States federal income tax on the shipping income these companies derive during the year that are attributable to the transport or cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements

As a privately held company, we were not required to maintain internal control over financial reporting in a manner that meets the standards of an SEC registrant required by Section 404(a) of the Sarbanes-Oxley Act. However our management team is responsible for establishing and maintaining adequate internal control over

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financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Our management team determined that we had material weaknesses in our controls over financial reporting. The material weaknesses are as follows:

The material weakness identified in the first bullet point above resulted in restatement of our consolidated financial statements for the year ended December 31, 2011. This restatement included the classification of dividends payable and also affected the carrying amounts of convertible redeemable preferred stock, additional paid-in capital and (accumulated deficit) retained earnings. In addition, there were various errors affecting the statement of income for the year ended December 31, 2011, the total of which resulted in an increase in net income of approximately $300,000.

Historically, we have not had sufficient accounting and supervisory personnel or adequate formally documented accounting policies and procedures to support effective internal controls and appropriate segregation of duties. We have commenced the process of formally documenting, reviewing and improving our internal control over financial reporting. We have made efforts to improve our internal control and accounting policies and procedures. These efforts included hiring new accounting personnel. In addition, our Audit Committee upon completion of the Mergers will include two members with experience as chief financial officers of publicly traded companies. However, we may identify additional deficiencies including material weaknesses or fail to remediate the identified deficiencies in our internal controls. If material weaknesses or deficiencies in our internal controls exist and go undetected, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our common stock to decline.

We cannot assure you that we will not continue to have material weaknesses or significant deficiencies in our internal control over financial reporting. If we are unable to successfully remediate any material weakness or significant deficiency in our internal control over financial reporting, or identify any material weaknesses or significant deficiencies that may exist, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, and our stock price may decline materially as a result.

Pursuant to Section 404(a) of the Sarbanes-Oxley Act, we will be required to furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and evaluating our system of internal control over financial reporting necessary for our management to issue this report. However, we anticipate that we will need to retain additional finance capabilities and build our financial infrastructure as we transition to operating as a public company, including complying with the requirements of Section 404 of the Sarbanes-Oxley Act.

Until we are able to expand our finance and administrative capabilities and establish necessary financial reporting infrastructure, we may not be able to prepare and disclose, in a timely manner, our financial statements and other required disclosures or comply with the Sarbanes-Oxley Act or existing or new reporting

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requirements. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed and investors could lose confidence in our reported financial information.

Risks Related to the Mergers

Future resales of the common shares of Holdco issued to the Pangaea securityholders may cause the market price of Holdco’s securities to drop significantly, even if Holdco’s business is doing well.

Under the merger agreement, the Pangaea securityholders will receive, among other things, an aggregate of: (i) 28,431,372 common shares of Holdco; (ii) $10,000,000 in cash or alternatively, at the option of the holders, an additional number of Holdco common shares in lieu of receiving all or a portion of such cash consideration, up to an additional 980,392 common shares if the holders elect to receive all of such cash consideration in the form of Holdco common shares instead of cash; (iii) the right to receive the net income shares; and (iv) the right to receive the cancellation shares. Pursuant to the merger agreement, the Pangaea securityholders will be restricted from selling any of the Holdco shares that they receive as a result of the mergers during the twelve month period after the closing date of the mergers, subject to certain exceptions, and the Pangaea securityholders will be required to enter into lock-up agreements to such effect. See the section entitled “ The Merger Proposal — Sale Restriction; Resale Registration .”

Subject to these restrictions, Holdco will enter into a registration rights agreement at the closing of the merger with the Pangaea securityholders pursuant to which such holders will be granted certain demand and “piggy-back” registration rights with respect to their securities. Furthermore, the Pangaea securityholders may sell Holdco shares pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Quartet and Holdco are currently shell companies, waiting until one year after Holdco’s filing with the SEC of a Current Report on Form 8-K containing Form 10 type information reflecting the mergers with Pangaea.

Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statement Holdco files pursuant to the registration rights agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the Pangaea securityholders may sell large amounts of Holdco shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Holdco’s stock price or putting significant downward pressure on the price of Holdco’s stock.

If Quartet stockholders fail to properly elect to exercise their conversion rights or fail to deliver their shares to the transfer agent after so electing, they will not be entitled to convert their shares of common stock of Quartet into a pro rata portion of the trust account.

Quartet stockholders holding public shares may demand that Quartet convert their shares into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the mergers. Quartet stockholders who seek to exercise this conversion right must deliver their stock (either physically or electronically) to Quartet’s transfer agent prior to the vote at the meeting. Any Quartet stockholder who fails to properly elect to exercise such conversion rights or who fails to deliver his stock will not be entitled to convert his or her shares into a pro rata portion of the trust account for conversion of his shares. See the section entitled “ Special Meeting of Quartet Stockholders — Conversion Rights ” for the procedures to be followed if you wish to convert your shares to cash.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares.

A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking conversion rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the merger proposal is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them in the open market. Quartet cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Quartet’s shares of common stock will exceed the per-share conversion price. In order to

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determine whether a stockholder is acting in concert or as a group with another stockholder, Quartet will require each public stockholder seeking to exercise conversion rights to certify to Quartet whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to Quartet at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Quartet makes the above-referenced determination. Notwithstanding the foregoing, stockholders may challenge Quartet’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

Nasdaq may not list Holdco’s shares on its exchange, which could limit investors’ ability to make transactions in Holdco’s securities and subject Holdco to additional trading restrictions.

Holdco intends to apply to have its shares listed on Nasdaq upon consummation of the mergers. Holdco will be required to meet the initial listing requirements to be listed. Holdco may not be able to meet those initial listing requirements. Even if Holdco’s securities are so listed, Holdco may be unable to maintain the listing of its securities in the future.

If Holdco fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Holdco could face significant material adverse consequences, including:

Holdco’s ability to request indemnification from Pangaea securityholders for damages arising out of the mergers are limited in certain instances to those claims where damages exceed $2,000,000 and is also limited to the shares placed in escrow.

At the closing of the mergers, 1,100,000 of the Holdco shares issuable to the Pangaea securityholders will be deposited in escrow to provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by Pangaea and its securityholders, and for certain other indemnifiable matters. Claims for indemnification may only be asserted by Holdco once the damages exceed a $2,000,000 deductible, in which event the amount payable shall be the amount in excess of the deductible. Accordingly, it is possible that Holdco will not be entitled to indemnification even if Pangaea is found to have breached certain of its representations and warranties and covenants contained in the merger agreement if such breaches would only result in damages to Holdco of less than $2,000,000. Also, the aggregate liability for damages is limited to the shares placed in escrow until one year from the closing date of the mergers. At such time, 550,000 of the escrow shares will be released from the escrow to the Pangaea securityholders, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims, if any, that are made prior to that date. Thereafter, until the second year from the closing date of the mergers, it may only make claims with respect to breaches of Pangaea’s representations and warranties related to environmental matters and its recovery will be limited to the remaining 550,000 shares held in escrow. Claims Holdco makes with respect to any breaches of representations and warranties relating to Pangaea securityholders’ title to their Pangaea capital stock or the outstanding capitalization of Pangaea or with respect to certain other indemnifiable matters will survive without limitation as to time.

Quartet’s current directors, executive officers and special advisor own shares of common stock and Rights that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the mergers are not approved. Such interests may have influenced their decision to approve the business combination with Pangaea.

Quartet’s officers and directors, its special advisor and/or their affiliates beneficially own insider shares and private units that they purchased prior to, or simultaneously with, Quartet’s initial public offering. Quartet’s executive officers, directors and special advisor and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the mergers or another business combination are not approved within the required time period,

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such securities held by such persons will be worthless. Such securities had an aggregate market value of $[•] based upon the closing prices of the shares and units on the Nasdaq on [•], 2014. Additionally, if holders of more than 15% of the Quartet public shares seek conversion, the Pangaea securityholders will be issued up to an additional 1,932,000 cancellation shares of Holdco, based on the number of public shares that are actually converted. The initial stockholders have agreed, pursuant to the Founding Shareholder Agreements, that they will contribute to the capital of Quartet immediately prior to the consummation of the redomestication merger, for no additional consideration, a like number of shares of Quartet common stock as is equal to the number of cancellation shares to be issued to the Pangaea securityholders. Furthermore, Quartet’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Quartet’s behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the business combination with Pangaea. However, if Quartet fails to consummate the business combination, they will not have any claim against the trust account for reimbursement. Accordingly, Quartet may not be able to reimburse these expenses if the mergers are not completed. As of [•], 2014, Quartet’s officers, directors, initial stockholders and their affiliates had incurred approximately $[•] of unpaid reimbursable expenses. See the section entitled “ The Merger Proposal — Interests of Quartet’s Directors, Officers and Special Advisor in the Mergers .”

These financial interests may have influenced the decision of Quartet’s directors, officers and special advisor to approve the business combination with Pangaea and to continue to pursue such business combination. In considering the recommendations of Quartet’s board of directors to vote for the merger proposal and other proposals, its stockholders should consider these interests.

Quartet’s chairman of the board and chief executive officer is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the business combination is not consummated. Such liability may have influenced his decision to approve the business combination with Pangaea.

If the mergers or another business combination are not consummated by Quartet within the required time period, Eric S. Rosenfeld, Quartet’s chairman, chief executive officer and president, will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Quartet for services rendered or contracted for or products sold to Quartet, but only if such a vendor or target business has not executed a waiver agreement. If Quartet consummates a business combination, on the other hand, Quartet will be liable for all such claims. Neither Quartet nor Mr. Rosenfeld has any reason to believe that Mr. Rosenfeld will not be able to fulfill his indemnity obligations to Quartet. See the section entitled “ Other Information Related to Quartet — Quartet’s Plan of Operation ” for further information.

These personal obligations of Mr. Rosenfeld may have influenced Quartet’s board of director’s decision to approve the business combination with Pangaea and to continue to pursue such business combination. In considering the recommendations of Quartet’s board of directors to vote for the merger proposal and other proposals, Quartet’s stockholders should consider these interests.

The exercise of Quartet’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the business combination may result in a conflict of interest when determining whether such changes to the terms of the business combination or waivers of conditions are appropriate and in Quartet’s stockholders’ best interest.

In the period leading up to the closing of the merger, events may occur that, pursuant to the merger agreement, would require Quartet to agree to amend the merger agreement, to consent to certain actions taken by Pangaea or to waive rights that Quartet is entitled to under the merger agreement. Such events could arise because of changes in the course of Pangaea’s business, a request by Pangaea to undertake actions that would otherwise be prohibited by the terms of the merger agreement or the occurrence of other events that would have a material adverse effect on Pangaea’s business and would entitle Quartet to terminate the merger agreement. In any of such circumstances, it would be at Quartet’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Quartet and what he or they may believe is

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best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Quartet does not believe there will be any changes or waivers that Quartet’s directors and officers would be likely to make after stockholder approval of the merger proposal has been obtained. While certain changes could be made without further stockholder approval, Quartet will circulate a new or amended proxy statement/prospectus and resolicit Quartet’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the merger proposal.

If Quartet is unable to complete the business combination with Pangaea or another business combination by May 1, 2015 (or November 1, 2015 if certain extension criteria is satisfied), Quartet will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Quartet and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.20 per share.

Under the terms of Quartet’s amended and restated certificate of incorporation, Quartet must complete the business combination with Pangaea or another business combination by May 1, 2015 (or November 1, 2015 if certain extension criteria is satisfied), or Quartet must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Quartet. Although Quartet has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Quartet’s public stockholders. If Quartet is unable to complete a business combination within the required time period, Eric S. Rosenfeld has agreed that he will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Quartet for services rendered or contracted for or products sold to Quartet, but only if such a vendor or prospective target business does not execute such a waiver. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.20 due to such claims.

Additionally, if Quartet is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Quartet otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Quartet may not be able to return to its public stockholders at least $10.20.

Quartet’s stockholders may be held liable for claims by third parties against Quartet to the extent of distributions received by them.

If Quartet is unable to complete the business combination with Pangaea or another business combination within the required time period, Quartet will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Quartet cannot assure you that it will properly assess all claims that may be potentially brought against Quartet. As such, Quartet’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well

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beyond the third anniversary of the date of distribution. Accordingly, Quartet cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Quartet.

If Quartet is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Quartet’s stockholders. Furthermore, because Quartet intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Quartet’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Quartet cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Quartet stockholders to increase the likelihood of approval of the merger proposal and other proposals could have a depressive effect on Quartet’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Quartet or its securities, Quartet’s initial stockholders, officers, directors, Pangaea or Pangaea’s securityholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Quartet common stock or vote their shares in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal vote in its favor and that holders of 9,169,603 or fewer of the public shares demand conversion of their public shares into cash where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Quartet common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

The unaudited pro forma financial information included elsewhere in this joint proxy statement/prospectus may not be indicative of what the combined company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this joint proxy statement/prospectus is presented for illustrative purposes only, has been prepared based on a number of assumptions and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the business combination been completed on the dates indicated. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined companies may achieve as a result of the business combination or the costs to combine the operations of Quartet and Pangaea or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. See “ Unaudited Pro Forma Consolidated Combined Financial Information ”.

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the mergers, Quartet’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the merger will not be approved.

Quartet’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the merger. If the adjournment proposal is not approved, Quartet’s board will not have the ability to adjourn the special meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the mergers. In such event, the merger would not be completed.

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SPECIAL MEETING OF QUARTET STOCKHOLDERS

General

Quartet is furnishing this proxy statement/prospectus to Quartet’s stockholders as part of the solicitation of proxies by Quartet’s board of directors for use at the special meeting in lieu of annual meeting of Quartet stockholders to be held on [•], 2014, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Quartet’s stockholders on or about [•], 2014 in connection with the vote on the merger proposal. This proxy statement/prospectus provides Quartet’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held on [•], 2014, at [•]:00 a.m., eastern time, at the offices of Graubard Miller, Quartet’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174.

Purpose of the Quartet Special Meeting

At the special meeting, Quartet is asking holders of Quartet common stock to:

Recommendation of Quartet Board of Directors

Quartet’s board of directors has unanimously determined that the merger proposal is fair to and in the best interests of Quartet and its stockholders; has unanimously approved the merger proposal; unanimously recommends that stockholders vote “FOR” the merger proposal; unanimously recommends that stockholders vote “FOR” the charter proposals; unanimously recommends that stockholders vote “FOR” the incentive compensation plan proposal; and unanimously recommends that stockholders vote “FOR” an adjournment proposal if one is presented to the meeting. Joel Greenblatt, Quartet’s special advisor, supports the recommendations of the board of directors.

Record Date; Who is Entitled to Vote

Quartet has fixed the close of business on July 14, 2014, as the “record date” for determining Quartet stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on July 14, 2014, there were 12,683,125 shares of Quartet common stock outstanding and entitled to vote. Each share of Quartet common stock is entitled to one vote per share at the special meeting.

Pursuant to agreements with Quartet, the 2,415,000 initial shares held by the initial stockholders, the shares included in the 608,125 private units held by the initial stockholders and any shares of common stock

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acquired in the aftermarket by such stockholders, will be voted in favor of the merger proposal. Such holders have indicated they intend to vote their shares in favor of the other proposals presented at the special meeting.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Quartet but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the merger proposal and the charter proposals.

Vote Required

The approval of the merger proposal will require the affirmative vote for the proposal by the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal. Abstentions are deemed entitled to vote on the merger proposal. Therefore, they have the same effect as a vote against the merger proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the merger proposal.

The charter proposals will require the affirmative vote of the holders of a majority of Quartet common stock outstanding on the record date. Because this proposal requires the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against this proposal.

The approval of the Incentive Compensation Plan Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Quartet common stock present and entitled to vote on the incentive compensation plan proposal. Because this proposal requires the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against this proposal.

The approval of the adjournment proposal, if presented, will require the affirmative vote of the holders of a majority of Quartet common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposals. Therefore, they have the same effect as a vote against either proposal. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposals.

Voting Your Shares

Each share of Quartet common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Quartet common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Quartet common stock at the special meeting:

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Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Quartet common stock, you may call MacKenzie Partners Inc., Quartet’s proxy solicitor, at (800) 322-2885, or David D. Sgro, Quartet’s secretary, at (212) 319-7676 or Jefferies, Pangaea’s financial advisor, at [•].

Conversion Rights

Holders of public shares may seek to convert their shares, regardless of whether they vote for or against the proposed mergers. Any stockholder holding public shares as of the record date who votes in favor of or against the merger proposal may demand that Quartet convert such shares into a full pro rata portion of the trust account (which was $[•] per share as of [•], 2014), calculated as of two business days prior to the anticipated consummation of the mergers. If a holder properly seeks conversion as described in this section and the mergers are consummated, Quartet will convert these shares into a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the mergers.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or more of the shares of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

Quartet’s initial stockholders will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly.

Quartet stockholders who seek to convert their public shares must affirmatively vote for or against the merger proposal. Quartet stockholders who do not vote with respect to the merger proposal, including as a result of an abstention or a broker non-vote, may not convert their shares into cash. Holders may demand conversion either by checking the box on their proxy card or by submitting their request in writing to David D. Sgro, Quartet’s secretary. Any such demand must be made no later than the close of the vote on the merger proposal. Holders demanding conversion must deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Quartet’s transfer agent prior to the vote at the meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to convert such shares, once made, may be withdrawn at any time up to the vote on the proposed mergers. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

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If the mergers are not approved or completed for any reason, then Quartet’s public stockholders who elected to exercise their conversion rights will not be entitled to convert their shares into a full pro rata portion of the trust account, as applicable. In such case, Quartet will promptly return any shares delivered by public holders. If the holders of 9,169,603 public shares (representing approximately 95% of the public shares) or more properly demand conversion of their shares, Quartet will not be able to consummate the mergers.

The closing price of Quartet common stock on [•], 2014 was $[•]. The cash held in the trust account on such date was approximately $[•] ($[•] per public share). Prior to exercising conversion rights, stockholders should verify the market price of Quartet common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. Quartet cannot assure its stockholders that they will be able to sell their shares of Quartet common stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Quartet common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote for or against the merger proposal, properly demand conversion no later than the close of the vote on the merger proposal, and deliver your stock certificate (either physically or electronically) to Quartet’s transfer agent prior to the vote at the meeting, and the merger is consummated.

Appraisal Rights

Neither stockholders nor rightholders of Quartet have appraisal rights in connection the mergers under the DGCL.

Proxy Solicitation Costs

Quartet is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Quartet and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Quartet will bear the cost of the solicitation.

Quartet has hired MacKenzie Partners Inc. to assist in the proxy solicitation process. Quartet will pay that firm a fee of $5,000 plus disbursements. Such fee will be paid with non-trust account funds. Jefferies has also been engaged by Pangaea to provide certain solicitation services in connection with Quartet’s stockholders’ vote to approve the Mergers and will be paid by Pangaea for these services.

Quartet will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Quartet will reimburse them for their reasonable expenses.

Quartet Initial Stockholders

As of July 14, 2014, the record date, Quartet’s initial stockholders — Eric S. Rosenfeld, David D. Sgro, Quartet’s Jeffrey Moses, Margery Krause and John Schauerman, Joel Greenblatt, Gregory R. Monahan, Victor Bonilla, Tom Kobylarz, DKU 2013 and The K2 Principal Fund — beneficially owned and were entitled to vote an aggregate of 2,415,000 initial shares that were issued prior to Quartet’s initial public offering. These individuals and entities also purchased an aggregate of 559,825 private units simultaneously with the consummation of Quartet’s initial public offering. The shares held by the Quartet initial stockholders currently constitute approximately 23.5% of the outstanding shares of Quartet’s common stock. In connection with the initial public offering, the initial stockholders agreed to vote the initial shares, the shares included in the private units as well as any shares of common stock acquired in the aftermarket, in favor of the merger proposal. The Quartet initial stockholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The initial shares and private units have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Quartet. In connection with the initial public offering, the Quartet initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to

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limited exceptions) until with respect to 50% of the initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of our common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of the initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Quartet or its securities, the Quartet initial stockholders, Pangaea or Pangaea’s saecurityholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Quartet’s common stock or vote their shares in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal vote in its favor and that holders of 9,169,603 or fewer of the public shares demand conversion of their public shares into cash where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Quartet initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Quartet common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of more than 9,169,603 of the public shares will exercise their conversion rights.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Quartet will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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THE MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the mergers and the principal terms of the merger agreement is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.

Structure of the Transaction

Pursuant to the merger agreement, Merger Sub will be merged with and into Pangaea with Pangaea surviving as a wholly-owned subsidiary of Holdco (the transaction merger) and Quartet will be merged with and into Holdco, with Holdco surviving as the public company (the redomestication merger). 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.

Upon consummation of the transaction merger, the Pangaea securityholders, in exchange for all of the capital stock of Pangaea outstanding immediately prior to the transaction merger, will receive from Holdco:

•

28,431,372 common shares;

•

$10,000,000 in cash or alternatively, at the option of the holders, an additional number of Holdco common shares in lieu of receiving all or a portion of such cash consideration, up to an additional 980,392 common shares of Holdco (or an aggregate of 29,411,765 shares if no holder elects to receive the cash portion of the merger consideration), provided that the holders have elected to receive only the 980,392 additional common shares of Holdco and to receive no cash if the proceeds remaining in the trust account, after giving effect to payments of amounts that Quartet will be required to pay to holders of the Quartet common stock who elect to have their shares converted into cash upon consummation of the mergers, will be less than $25,000,000;

•

an additional number of net income shares to be issued upon and subject to Pangaea achieving certain net income targets following the mergers described below; and

•

an additional number of cancellation shares to be issued based on the number of Quartet public stockholders that seek conversion of their public shares into a pro rata portion of Quartet’s trust account, as described below. The cancellation shares will essentially be funded by Quartet’s initial stockholders who have agreed to contribute to Holdco an equivalent number of shares for cancellation.

Upon consummation of the redomestication merger,

•

each share of Quartet common stock will be exchanged for one common share of Holdco, except that holders of public shares shall be entitled to elect instead to receive a pro rata portion of Quartet’s trust account, as provided in Quartet’s charter documents;

•

each Quartet right will be exchanged for  1/10 th of one share of Holdco; and

•

each unit purchase option of Quartet will be converted into an option to purchase 1.1 common shares of Holdco.

Net Income Shares

The Pangaea securityholders will be entitled to receive additional payments of Holdco common shares based on Pangaea’s achievement of specified net income targets in the fiscal years ending December 31, 2014, 2015 and 2016. 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. The following table sets forth the net income targets and the number of Holdco shares issuable to the Pangaea securityholders upon the achievement of such targets:

Year ending December 31,		Net Income Target				Number of Holdco Shares
2014		$	27,300,000				3,431,373
2015		$	34,000,000				1,960,784
2016		$	41,000,000				1,960,784

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Notwithstanding whether Pangaea meets any of the above-stated targets in the applicable fiscal year, in the event the Pangaea has cumulative net income of $102,300,000 or more in the one-, two- or three-year periods beginning on January 1, 2014, the Pangaea securityholders will receive, in the aggregate, 7,352,941 Holdco shares, less the aggregate of any net income shares already issued upon attainment of the above-stated targets for a prior period.

Cancellation Shares

If holders of more than 15% of the Quartet public shares seek conversion, the Pangaea securityholders will be issued up to an additional 1,932,000 Holdco shares, based on the number of public shares that are actually converted. In turn, the Quartet initial stockholders have agreed, pursuant to the Founding Shareholder Agreements, that they will contribute to the capital of Quartet immediately prior to the consummation of the redomestication merger, for no additional consideration, a like number of shares of Quartet common stock as is equal to the number of cancellation shares to be issued to the Pangaea securityholders. The Founding Shareholder Agreements will also require the initial stockholders to take certain actions (or refrain from taking certain actions) to assist in having the mergers effectuated.

Name; Headquarters; Stock Symbols

After completion of the transactions contemplated by the merger agreement:

Indemnification of Holdco

To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by Pangaea and its securityholders, and for certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) an aggregate of 1,100,000 of the Holdco shares issuable to the Pangaea securityholders at closing (“Indemnity Escrow Fund”). The shares to be placed in escrow will be allocated among the Pangaea securityholders pro rata in proportion to their ownership interest in Pangaea immediately prior to the closing of the mergers. A copy of the escrow agreement is attached to this proxy statement/prospectus as Annex E .

Claims for indemnification may be asserted against the Indemnity Escrow Fund by Holdco once its damages exceed a $2,000,000 deductible, in which event the amount payable shall be the amount in excess of the deductible, except that the deductible will not apply to claims made with respect to representations and warranties relating to the Pangaea securityholders’ title to the Pangaea common stock and preferred stock, the outstanding capitalization of Pangaea, or to claims made with respect to certain other indemnifiable matters. On the date (the “Basic Escrow Termination Date”) that is one year after the closing of the mergers, the escrow agent will release 550,000 of the original number of escrow shares, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims (other than environmental indemnification claims, except to the extent such claims exceed 550,000 shares) that are made prior to that date. The remaining 550,000 escrow shares (“Environmental Indemnification Shares”) will be available for indemnification only with respect to environmental indemnification claims and will be released on the date that is two years after the closing of the mergers, less any shares reserved to satisfy environmental indemnification claims made prior to such date. The aggregate liability for indemnifiable losses shall not exceed the original number of escrow shares in the case of all indemnifiable claims or the Environmental Indemnification Shares in the case of any environmental claims made after the Basic Escrow Termination Date. Holdco will have no claim against the Pangaea securityholders at closing other than against the

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Indemnity Escrow Fund. Other than with respect to actual fraud or intentional or willful misrepresentation or omission, Holdco’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement.

Sale Restriction; Resale Registration

The Pangaea securityholders will not be able to sell any of the common shares of Holdco that they receive as a result of the mergers (subject to limited exceptions) until (A) with respect to 50% of such shares, the earlier of (i) 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 acquisition and (ii) the day preceding the day that is twelve months after the consummation of the acquisition and (B) with respect to the remaining 50% of such shares, the day preceding the day that is twelve months after the consummation of the acquisition. Each Pangaea securityholder will be required to enter into a lock-up agreement to such effect as a condition to exchanging their capital stock of Pangaea for the Holdco shares in connection with the transaction merger. These lock-up provisions are substantively identical to the restrictions on transfer imposed on Quartet’s initial stockholders with respect to their initial shares.

Holdco will enter into a registration rights agreement at the closing of the mergers with the Pangaea securityholders. Under the registration rights agreement, the Pangaea securityholders will have certain “demand” and “piggyback” registration rights under the Securities Act of 1933, as amended (“Securities Act”), with respect to the resale of Holdco common shares issued and to be issued to them in the transaction merger. Notwithstanding such registration rights, the sale restriction described above shall remain in effect until its expiration.

Background of the Merger

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of Quartet and Pangaea. The following is a brief discussion of the background of these negotiations, the merger agreement and related transactions.

On November 1, 2013, Quartet closed its initial public offering of 8,400,000 units, with each unit consisting of one share of its common stock and one right to automatically receive one-tenth of one share of its common stock upon consummation of an initial business combination. On November 5, 2013, Quartet consummated the sale of an additional 1,260,000 units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $96,600,000. Simultaneously with the consummation of the initial public offering and the exercise of the underwriters’ over-allotment option, Quartet consummated the private sale of 608,125 units to its initial stockholders and EarlyBirdCapital, Inc. and its designees, in each case at $10.00 per unit for an aggregate purchase price of $6,081,250.

The following table sets forth the gross proceeds received from the public offering and private placement, the total expenses related thereto and the net proceeds received by Quartet:

Initial Public Offering Proceeds		$	84,000,000
Proceeds from Exercise of Over-Allotment Option		$	12,600,000
Total Proceeds From Public Offering		$	96,600,000
Proceeds from Sale of Private Units		$	6,081,250
Total Gross Proceeds		$	102,681,250
Offering Expenses
Underwriter Discount		$	3,139,500
Other Expenses of the Offering		$	466,359
Total Expenses Related to the Offering		$	3,605,859
Net Proceeds from Public Offering and Sale of Private Units		$	99,075,391
Net Proceeds Placed in Trust		$	98,491,750
Net Proceeds Held in Operating Account		$	583,641

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The $98,491,750 (or approximately $10.20 per share) placed in the trust fund was held as cash or invested in United States treasuries having a maturity of 180 days or less. Such funds will not be released (subject to certain exceptions) until the earlier of (i) the consummation of Quartet’s initial business combination or (ii) Quartet’s failure to consummate an initial business combination within the prescribed time. If Quartet does not consummate a business combination by May 1, 2015 (or November 1, 2015, if Quartet has executed a definitive agreement for an initial business combination by May 1, 2015 but has not completed an initial business combination by such date), it must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating.

Promptly following Quartet’s initial public offering, Quartet’s officers and directors contacted several investment bankers, private equity firms, consulting firms, legal and accounting firms, as well as numerous other business relationships. Quartet also signed five nonexclusive contingent based finders fee agreements with independent third parties. These agreements stipulate that the finder is operating as an independent contractor and does not have any authority to act for, represent or bind Quartet. Such agreements also contain confidentiality agreements and provisions limiting the finders’ right to make any claim against Quartet’s trust account. Finally, the agreements provide for the payment of a fee equal to 1.0% of the enterprise value of a company with which Quartet ultimately completes a business combination. On January 24, 2014, Quartet retained Dinan and Company to serve as one of its nonexclusive finders. For agreeing to contact the individuals and organizations in its proprietary database of private equity firms and privately held businesses, Dinan and Company was paid a fee of $15,000 upon execution of the finders fee agreement and was to be paid contingent consideration upon the closing of a business combination in which Dinan and Company was the introducing broker. Dinan & Company was the only finder paid a retainer for its services. Subsequent to Dinan & Company’s introduction of Pangaea, but before the signing of the definitive merger agreement, Quartet and Dinan & Company agreed to a revised fee agreement, which fixed the fee at $1,300,000, which is a discount to the 1.0% fee that would have been due under the original finders fee agreement.

Through Dinan and Company, other contingent-based finders, the Board and management’s personal relationships, Quartet identified and reviewed information with respect to numerous private companies.

As a result, Quartet had entered into substantial discussions with several companies, including discussions regarding the type and amount of consideration to be provided relative to a potential transaction.

Of these companies, one (in addition to Pangaea) was provided with a preliminary letter of intent: On November 22, 2013, Quartet met the management team of a Canadian-based engineering firm and in January 2014 commenced more detailed merger discussions. On February 3, 2014, Quartet presented it with a letter of intent, which expressed Quartet’s interest in pursuing a merger and detailed the types of consideration possible. On March 3, 2014, Quartet provided this company with a more detailed proposal, which provided specific cash, stock and contingent based consideration to be paid. Subsequently, Quartet was informed that the company had selected another merger partner and had entered into an exclusivity agreement that precluded further discussions.

In addition to this letter of intent and the letter of intent signed with Pangaea, Quartet also submitted a detailed transaction proposal to an Israel-based foreign exchange trading broker. Quartet was introduced to this company in January 2014 by one of its five finders. During February 2014, Quartet had detailed discussions with the company’s management team and its representatives and on March 4, 2014, Quartet provided the company with the framework of a transaction, including total deal consideration. In late March 2014, the target informed Quartet that it was interested in moving forward with the transaction on the basis of the terms presented; however, at that point Quartet had already entered into detailed discussions and exclusivity with Pangaea, which Quartet viewed as a superior target due to the reasons set forth below under the heading “ Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers .” As a result, Quartet suspended discussions with this Israel-based company.

On February 18, 2014, Quartet was introduced to Pangaea when John Kelley of Dinan and Company informed David Sgro that one of Pangaea's largest shareholders, funds managed by Cartesian Capital Group, expressed interest in discussing the possibility of a merger between the two companies. Peter Yu, Cartesian Capital Group’s Managing Partner, became aware of Quartet when he received an unsolicited email from

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Dinan & Company. Mr. Yu contacted John Kelly of Dinan & Company in order to obtain additional information on Quartet and express his interest in discussing one of his portfolio companies. On February 18, 2014, Mr. Sgro contacted Peter Yu, and set up a meeting to discuss their respective entities. On February 21, 2014, Mr. Sgro and Mr. Yu met in Cartesian's office and discussed the specific features of Quartet, the transaction history of Quartet's management team and Pangaea's business and plans to conduct an initial public offering. On February 24, 2014, Quartet executed a nondisclosure agreement with Cartesian/Pangaea.

On February 25, 2014, Mr. Yu provided Quartet with summary financial projections and a list of comparable publicly traded companies. Between February 25, 2014 and March 5, 2014, Mr. Sgro and Mr. Yu communicated regarding potential deal structure and valuation and 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 consideration based on Pangaea’s 2014 and 2015 earnings before interest, taxes, depreciation and amortization. The consideration was proposed by Quartet based on its analysis of Pangaea’s operations and the comparable company analysis discussed below in the section titled “Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers — Comparable Company Analysis.” Simultaneously, Quartet provided Cartesian with a list of publicly traded logistics companies, as well as a pro forma capitalization table reflecting the proposed deal consideration. On March 6, 2014, Mr. Sgro and Mr. Yu discussed some points of clarification with regard to the aforementioned proposal.

On March 10, 2014, Messrs. Rosenfeld, Sgro and Yu met in Cartesian's office to learn more about each other’s companies and to further discuss valuation and deal terms. Following this meeting, Mr. Yu sent to Quartet the draft Form S-1 of Pangaea that had been confidentially submitted to the SEC on February 14, 2014. In order to make a more formalized offer, Quartet commenced a detailed due diligence effort, which included a meeting with Pangaea's management team on March 12, 2014. At this meeting, Messrs. Sgro and Rosenfeld met and discussed Pangaea's operations with Pangaea's Chief Executive Officer, Edward Coll, Pangaea's Chief Financial Officer, Anthony Laura, Pangaea's Controller, Gianni DelSignore and Mr. Yu and Paul Hong of Cartesian Capital.

From March 13, 2014 to March 17, 2014, Messrs. Sgro and Rosenfeld had numerous communications with Messrs. Hong and Yu regarding Pangaea's debt, total deal consideration, the earnout and cancellation shares. More specifically, Quartet was attempting to get a better understanding of how much of Pangaea’s consolidated debt was attributable to its joint venture partners and not actually payable by Pangaea. The discussions regarding total deal consideration were based on Pangaea’s belief that its equity was worth more than the $360 million in deal consideration offered by Quartet. The discussions regarding the earnout centered on the basis of the earnout payment (EBITDA versus Net Income), the number of years to be included in the earnout (two versus three) and the total amount and timing of the earnout. Finally, in order to ensure the alignment of interests, Pangaea introduced the concept of cancellation shares, which would effectively provide for the transfer of some portion of Quartet’s initial stockholders shares to the Pangaea securityholders if certain minimum cash thresholds were not met. Ultimately, Quartet gained a better understanding of the company’s debt and was comfortable increasing the total deal consideration by approximately 4%, from $360 million to $375 million, but insisted that all of such increase would be in the form of a 2016 (third year) contingent payment. Further, Quartet and Pangaea agreed that the contingent payment would be based on Net Income rather than EBITDA, as Net Income is a better measure of the company’s free cash flow generating capacity and given the company’s tax exempt status would be a more effective metric by which it may be evaluated relative to taxable publicly traded logistics companies. In addition, Quartet’s management team agreed that it would transfer some of its shares to Pangaea’s securityholders if less than approximately 85% of the cash in trust was retained.

On March 17, 2014, Quartet received updated financial statements from Pangaea, and on March 18, 2014, Quartet delivered a draft letter of intent to Pangaea which incorporated many of the concepts discussed in the preceding five days. Later that day, Quartet received comments on the letter of intent from Cartesian and Pangaea. In its response, Pangaea proposed the concept of a cumulative earnout target, whereby, Pangaea’s securityholders could retain the full contingent consideration as long as the company’s cumulative net income over the three year period was equal to or greater than the sum of the three individual earnout targets. In addition, Pangaea indicated that in order to accept the exclusivity agreement in the letter of intent, they would require Quartet to agree to mutual exclusivity for a period of 30 days. Finally, Pangaea proposed that it would be reimbursed for certain legal

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expenses related to the transaction if a business combination is not successfully completed. On March 19, 2014, Quartet delivered a revised draft letter of intent to Pangaea which accepted the concept of a cumulative net income earnout target, but rejected mutual exclusivity and the reimbursement of legal expenses. Pangaea responded later that day with a second revised letter of intent to Quartet. In that second revised letter of intent, Pangaea agreed to mutual exclusivity for a shorter 21 day period. Pangaea delivered another slightly revised and executed letter of intent to Quartet on March 20, 2014 and Quartet countersigned the letter of intent and entered into mutual exclusivity with Pangaea on March 21, 2014.

Upon the execution of the letter of intent, Quartet retained Graubard Miller, Quartet’s general counsel, to conduct legal due diligence on Pangaea and to draft the merger agreement. On March 24, 2014, Quartet held a meeting of its Board of Directors in which Messrs. Sgro and Rosenfeld reviewed the previously sent materials, including Pangaea's draft Form S-1, Pangaea's internally developed projections, the executed letter of intent and Quartet's analysis of the deal structure and valuation. From March 24, 2014 through March 28, 2014, representatives of Quartet and Pangaea discussed the structure of the transaction from a tax perspective and the finders fee payable to Dinan and Company upon the successful completion of a transaction between Quartet and Pangaea. During that time, Messrs. Sgro and Rosenfeld held discussions with John Kelley and Michael Dinan from Dinan and Company regarding the finders fee and agreed upon a fixed finders fee of $1.3 million and subsequently executed an amended finders fee agreement which was applicable only to this transaction. On March 27, 2014, Pangaea retained Willkie Farr & Gallagher to represent it in connection with the potential transaction with Quartet.

On April 2, 2014, Messrs. Sgro and Rosenfeld traveled to Pangaea's corporate headquarters in Providence, Rhode Island and met with Messrs. Coll, Laura and DelSignore and various other Pangaea personnel as well as Mr. Hong and Nam Trinh of Cartesian Capital. Pangaea's management team provided additional information regarding Pangaea and its prospects and Messrs. Rosenfeld and Sgro asked numerous questions regarding the history, current operations, employees, projections, balance sheet, joint ventures, owned vessels, and technical and operational management of Pangaea as well as the current environment for bulk shipping.

On April 3, 2014, the Audit Committee of Quartet's Board of Directors acted by unanimous written consent to retain Marcum LLP, Quartet's auditor, to conduct accounting due diligence and on April 4, 2014, Quartet retained Marcum for such purposes for a fee of $25,000. On April 5, 2014, Quartet delivered a first draft of the merger agreement to Pangaea and Willkie Farr & Gallagher. Quartet received initial comments on the merger agreement on April 7, 2014 and the parties discussed additional comments on April 8, 2014. On April 10, 2014, the parties executed an amendment to the letter of intent, which extended exclusivity for an additional nine days, until April 20, 2014. On April 14, 2014, Quartet received a preliminary accounting due diligence report from Marcum LLP, which report was finalized on April 30, 2014. On April 15, 2014, Quartet retained Cassel Salpeter to render an opinion as to, as of the date of the opinion, (i) the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Quartet in the merger pursuant to the merger agreement and (ii) whether Pangaea had a fair market value equal to at least 80% of the balance of funds in the trust account. Also on April 15, 2014, Quartet received a revised draft of the merger agreement from Pangaea's counsel.

On April 23, 2014, Victor Bonilla traveled to Pangaea’s technical management headquarters in Athens, Greece and met with Mr. Fotis Doussopoulos and various other Pangaea personnel as well as Mr. Hong. Pangaea’s technical management team provided additional information regarding Pangaea and its technical management services and Mr. Bonilla asked numerous questions regarding the history, current operations, employees, owned vessels, and technical operational management of Pangaea as well as the current environment for bulk shipping. On April 24, 2014, Quartet held a meeting of its board of directors to review the deal terms, valuation, and the significant open items in the merger agreement. Between April 15, 2014 and April 30, 2014, the parties continued to revise specific wording of provisions in the merger agreement and other transaction documents, as well as finalize the schedules to the merger agreement, and such transaction documents were revised accordingly based on changes that were mutually agreed upon by the parties. On April 28, 2014, members of Quartet and Cartesian met with Joel Greenblatt to discuss the terms of the transaction. On April 29, 2014, another telephonic meeting of Quartet’s board of directors was held. Eric S. Rosenfeld, David D. Sgro, Margery Kraus, John Schauerman and Jeffrey Moses, representing Quartet’s entire board of directors, were present at the

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meeting. In addition, the following invited individuals were also present: Joel Greenblatt, Quartet’s special advisor; representatives of Cassel Salpeter; and David Alan Miller, Jeffrey M. Gallant and Victoria Lee, of Graubard Miller. Mr. Greenblatt is the managing partner of Gotham Capital III, L.P., an investment partnership he founded in April 1985, a managing member of Gotham Capital V LLC and managing principal and co-chief investment officer of Gotham Asset Management. He was also a special advisor to Arpeggio Acquisition Corporation, Rhapsody Acquisition Corp. and Trio Merger Corp. (“Trio”), three special purpose acquisition companies led by Messrs. Rosenfeld and/or Sgro which successfully completed business combinations in 2006, 2008 and 2013, respectively. He is the former chairman of the board and a former board member of Alliant Techsystems, a New York Stock Exchange-listed aerospace and defense contractor.

Prior to the meeting, copies of the most recent drafts of the significant transaction documents, in substantially final form, were delivered to the directors and Mr. Greenblatt. Eric S. Rosenfeld and David D. Sgro led a discussion of the search for a merger candidate and detailed the dynamics of the Pangaea transaction. At the request of the Quartet board, Cassel Salpeter then reviewed and discussed its financial analyses with respect to Quartet, Pangaea and the proposed mergers. Thereafter, Cassel Salpeter rendered its oral opinion to the Quartet board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of April 29, 2014, (i) the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement and (ii) whether Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account. The full text of the written opinion of Cassel Salpeter, which describes, among other things, the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion is attached as Annex C . After considerable review and discussion, the merger agreement and related documents were unanimously approved, subject to final negotiations and modifications, and the board and Quartet’s special advisor determined to recommend the approval of the merger agreement.

The merger agreement was signed on April 30, 2014. After the market close on April 30, 2014, Quartet issued a press release announcing the execution of the merger agreement and some of the salient terms of the merger agreement. After the market close on May 1, 2014, Quartet filed a Current Report on Form 8-K, which included the press release issued on April 30, 2014, the merger agreement and a presentation which provided a summary of the deal terms and additional details on Pangaea’s operations.

Quartet’s Board of Directors’ and Special Advisor’s Reasons for Approval of the Mergers

The consideration to be paid to the Pangaea securityholders in the merger agreement was determined by several factors. 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 stockholders. The industry data referenced above was prepared in draft form by Drewry Shipping Consultants Ltd., and included analyses of world seaborne trade, drybulk cargos and volumes, drybulk fleet and age profile, ice class drybulk fleet, drybulk vessel orderbook and historical time charter rates by ship type. The financial data reviewed included Pangaea’s historical and projected financial statements, comparable publicly traded company analyses prepared by Quartet’s management, an analysis of proforma capital structure and trading multiples prepared by Quartet’s management and analyses provided by Cassel Salpeter.

Quartet conducted a due diligence review of Pangaea that included an industry analysis; an analysis of Pangaea’s existing business model; historical and projected financial results; and a valuation analysis in order to enable its board of directors and special advisor to ascertain the reasonableness of the consideration being paid. During its negotiations with Pangaea, Quartet did not receive services from any financial advisor to assist it in determining what consideration to offer to Pangaea 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.

Quartet’s management, including the members of its board of directors, has long and diverse experience in both operational management and investment and financial management and analysis and, in its opinion, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with Quartet’s search for a merger partner. Eric S. Rosenfeld, Quartet’s Chairman of the Board and Chief Executive Officer, served as the Chairman and Chief Executive Officer of Arpeggio Acquisition Corp.,

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Rhapsody Acquisition Corp. and Trio Merger Corp., three special purpose acquisition companies that completed business combinations in June 2006, July 2008 and June 2013, respectively. In addition, Mr. Rosenfeld has been a board member of 16 other public companies in a number of industries, in addition to having extensive experience in the investment industry and as a private investor. David D. Sgro, a member of Quartet’s board of directors and its Chief Financial Officer, served as the Chief Financial Officer of Trio Merger Corp. and Rhapsody Acquisition Corp. and as part of the deal team for Arpeggio Acquisition Corp. In addition, Mr. Sgro has extensive experience as a private company valuation analyst, an investment analyst and an investment banker. Mr. Schauerman has a background in investment banking and was the Chief Financial Officer and head of corporate development for Primoris Services Corporation, which went public through a merger with Rhapsody Acquisition Corp. Mrs. Kraus has significant business experience as the founder and Chief Executive Officer of one of the world's largest privately held public relations firms. Mr. Moses also has significant investment experience as the Chief Operating Officer of an investment manager. Finally, Joel Greenblatt, Quartet's special advisor, is the founder and a managing partner of Gotham Capital, a private investment partnership. He is a professor on the adjunct faculty of Columbia Business School, the former chairman of the board of a Fortune 500 company, the co-founder of the Value Investors Club website, and the author of You Can Be a Stock Market Genius, The Little Book That Beats the Market, The Little Book That Still Beats the Market and The Big Secret for the Small Investor. He was also previously the special advisor to Arpeggio Acquisition Corp., Rhapsody Acquisition Corp. and Trio Merger Corp. Quartet’s management believes that this experience makes Quartet’s board and special advisor uniquely qualified to render an opinion on the merits of this transaction. More detailed descriptions of the experience of Quartet’s board of directors and special advisor are included in the section of this proxy statement/prospectus entitled “Other Information Related to Quartet — Directors, Executive Officers and Special Advisor.”

The Quartet board of directors and special advisor concluded that the merger agreement with Pangaea was in the best interests of Quartet’s stockholders. The Quartet board of directors and special advisor considered a wide variety of factors in connection with its evaluation of the mergers. In light of the complexity of those factors, the Quartet board of directors and special advisor did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Quartet board and its special advisor may have given different weight to different factors.

In considering the mergers, the Quartet board of directors gave considerable weight to the following factors:

Pangaea’s Record of Growth and Expansion and High Potential for Future Growth

In selecting Pangaea as an acquisition target, Quartet’s board of directors and special advisor considered it important that Pangaea has established business operations, that it is generating current revenues, and that it has what the board and special advisor believe to be the potential to experience valuable accretive growth. Quartet’s board of directors and special advisor believe that Pangaea has the appropriate infrastructure in place and is well positioned in its industry to achieve significant organic growth. Since its inception in 1996, Pangaea and its predecessor entities grew from a two person operation into a worldwide maritime logistics solutions provider with offices in five countries, 67 employees and nearly $400 million in annual revenues. While revenues have been relatively stable over the past three years, Pangaea has experienced considerable growth in shipping days and net profit margins. Shipping days, which is defined as the aggregate number of days in which a vessel controlled by Pangaea was in commercial operation, has increased from 13,477 in fiscal 2011 to 16,152 in fiscal 2013, an annualized growth rate of 9.5%. This growth in shipping days clearly shows Pangaea's growth in market share in a dry bulk shipping industry that exhibited volume growth of less than 5% over this period. Pangaea's revenues, which are partly a function of prevailing market shipping rates, did not reflect this growth due a softening of shipping rates from 2011 through 2013. Despite relatively flat revenues over the past three years, Pangaea grew its net profit margin from 0.9% to 3.9%, which resulted in a compound average net income growth rate in excess of 100%.

Quartet's board of directors and special advisor believe that robust and profitable growth is sustainable because of the addition of new routes, the expansion of existing routes and the signing of several profitable longer-term contracts of affreightment with key clients. Pangaea’s expansion of its highly profitable ice routes will be enabled by the four newbuild ice class 1A vessels that are expected to be delivered between late 2014

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and 2016. These vessels, which are the only ice class 1A vessels of their size in the world (aside from those already operated by Pangaea), will allow Pangaea to further expand its ice routes and solidify Pangaea’s position as a leader in this market niche. As discussed in the “Ice Trading Routes” section, these Ice Trading Routes also yield revenues that are significantly in excess of industry averages for vessels of similar size. Quartet's board and special advisor believe that these routes are likely to have a significant positive impact on Pangaea’s financial results.

The Experience of Pangaea’s Management

Another important factor to Quartet’s board of directors and special advisor in identifying an acquisition target was that the company have a seasoned management team with specialized knowledge of the markets within which it operates and the ability to lead a company in an ever-changing environment. Pangaea's top ten executives have more than 250 years of combined shipping and logistics experience. Management's longstanding relationships with buyers and sellers of material, as well as their knowledge of trade routes and dry bulk commodities, has enabled Pangaea to develop a backhaul business (discussed later herein), which gives Pangaea a sustainable competitive advantage. In addition, 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 (distressed sale) vessels. Pangaea believes that it has superior access to financing from certain lenders relative to other vessel owners. In particular, because Pangaea charters-in vessels, where a lender is seeking a purchaser, Pangaea may be better situated to acquire the vessel because it is then operated by Pangaea itself, reducing diligence and transition costs. However, because of the general weakening in financial strength of traditional lenders for vessel acquisitions, financing may not be available for vessel acquisitions generally, limiting the value of any superior access it may have due to these relationships. Members of Quartet’s board and its special advisor believe that these relationships, coupled with management’s strong technical expertise, create a significant competitive advantage for Pangaea.

Asset Light Strategy

Quartet's board of directors and special advisor studied Pangaea's business model and paid particular attention to its asset light strategy. Unlike a shipping company, Pangaea does not own a significant portion of the vessels that it operates. Instead, Pangaea has made a strategic decision to charter in (or lease) the majority of its vessels and only purchase vessels with a designated purpose or that fit a market niche in which Pangaea has a strategic advantage. As a result, Pangaea currently owns interests in 14 vessels, but operates up to 60 vessels at any one time. Of its owned vessels, three were specifically purchased and retrofitted for a long-term shuttling contract between Jamaica and New Orleans and four are ice class 1A vessels, two of which are the only 1A vessels of their size in the world. In addition, Pangaea has six newbuild ships on order, four of which are designated as ice class 1A and two of which are expected to be designated as ice class 1C. The addition of these six ice class vessels should help to extend its market leadership position in ice bound ports. While the value of controlling these ice class ships is significant, Pangaea has still attempted to maintain its asset light approach by purchasing the vessels through joint ventures with unrelated third parties. Four of these newbuild vessels will be purchased by a joint venture in which Pangaea has a 33% interest and two will be purchased by a joint venture in which Pangaea has a 50% interest. As such, Pangaea is able to maintain operational control without the capital costs and leverage associated with the outright ownership of these vessels.

By employing this strategy, Pangaea is able to focus more sharply on the logistics side of the business rather than vessel ownership. In addition, Quartet’s board and special advisor believe that this asset light strategy affords several other benefits, including lower leverage, less market risk and higher returns on capital invested in the business. Since newbuild bulk carriers can easily cost in excess of $30 million, most vessel owners attempt to finance as much of the purchase price as possible. As such, these owners typically have significant financial leverage, which increases the risk of bankruptcy, particularly in periods of declining rates. In addition, owning vessels significantly increases a company's fixed cost base, creating significant operating leverage. While a high fixed cost base can be quite advantageous and significantly boost profitability in periods of rising charter rates, it can be disastrous in periods of declining charter rates. This combination of high financial and operating leverage can, and often does, lead to booms and busts among vessel owning shipping companies. Chartering-in vessels on a short-term basis, as Pangaea does, more closely matches costs with revenues, enabling it to be profitable even in an environment of declining rates and significantly reduces Pangaea’s risk profile. This is exemplified by Pangaea’s increasing net profit margins from 2011 to 2013, a

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period over which industry average shipping rates generally declined. Finally, this asset light strategy minimizes the amount of capital that needs to be invested for growth and enhances Pangaea’s return on capital relative to more asset heavy peers. Quartet's board of directors and special advisor believe that this business strategy makes Pangaea more like a logistics company than a typical bulk shipping company and is a primary reason for Pangaea’s 19.5% average return on equity over the last three years.

Ice Trading Routes

As discussed, Pangaea typically employs an asset light strategy; however, it saw an opportunity to pursue a market niche that was previously underserved, and purchased interests in four ice class 1A vessels. These vessels, which are among the only ones of their size in the world, can be used to access routes and ice bound ports that, at times, cannot be served by traditional vessels. With these ice class vessels, Pangaea became the first non-Russian bulk carrier to transit the Northern Sea Route in 2010 and the first dry bulk carrier to transit the Northwest Passage in 2013. Given these new and pioneering trade routes, coupled with more traditional ice route trading in the Baltics, Pangaea's ice class vessels generated a greater than 70% (in 2012-13) premium to industry standard rates charged by conventional vessels.

In addition to its interests in four owned ice class 1A vessels, Pangaea has six newbuild ice class vessels that are expected to be delivered from 2014 to 2016. In following its asset light strategy, Pangaea has agreed to purchase four of these vessels in a joint venture in which it owns a 33% interest and two of these vessels in a joint venture in which it owns a 50% interest. Both of its joint venture partners are large and respected companies that participate in the shipping industry. In forming these relationships, Pangaea is able to take advantage of favorable financing and obtain operational control over the vessels while minimizing its capital expenditures and risk.

With this fleet, Pangaea will be able to cement its position as the leading operator in this premium rate business. Based on public information, it appears as though there are no other ice class 1A vessels of this size currently scheduled for delivery, so Quartet's board and special advisor expect that Pangaea will be able to retain a structural competitive advantage in this trade for the foreseeable future. In addition to the structural barriers to entry, Pangaea has developed a number of other competitive advantages that should allow it to continue to benefit from its first mover advantage, including captain training and development, relationships with Russian and Canadian maritime authorities, and relationships with customers and insurance providers. Quartet's board and special advisor view this business as a significant component of Pangaea’s growth and profitability into the future.

Experience in Backhaul Logistics

Quartet's board and special advisor paid particular attention to Pangaea's business strategy of focusing on backhaul rather than fronthaul logistics. Due to typical trading patterns, many dry bulk vessels are laden with cargo for only one leg of a round trip (the fronthaul) and must incur substantial costs to position a vessel in an area where cargo typically originates. A backhaul voyage is one that carries cargo to an area where cargo typically originates. By carrying cargo on this backhaul voyage, an operator is able to generate revenues on a trip that would otherwise be a cost center. Unlike a typical operator that takes fronthaul voyages with the hope of securing a backhaul voyage, Pangaea first tries to secure a backhaul voyage, knowing that it will be much easier to secure the more commoditized fronthaul voyage once a backhaul contract is in place. In addition to backhaul, Pangaea's management team focuses on trade triangulation in order to minimize the number of days in which its vessels are not laden with cargo. For example, Pangaea will carry cargo from point A to point B, ballast (travel empty) from point B to point C (this trip is shorter than going back to point A empty) and carry cargo from point C back to point A. By doing this, Pangaea is able to position its vessels with a lower cost than many of its competitors and can therefore earn a more attractive margin. As a result of its focus on backhaul and triangulation, Pangaea's vessels are laden with cargo nearly 90% of the time, which Pangaea believes is well above industry standards.

While this seems like something that every vessel operator should be doing, finding these voyages is not as simple as it may seem. The key is Pangaea's backhaul focus and the effort that its staff expends searching for these voyages and in many instances actually creating the voyage by matching a seller and a buyer of dry bulk goods. This logistics component requires a significant staff with knowledge of trade routes, commodities and relationships with buyers and sellers of bulk commodities. Once Pangaea identifies or creates these backhaul

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routes for its customers, Pangaea and the customer may enter into a long-term contract of affreightment. Pangaea looks to add value for its customers by providing services that most of its competitors do not have either the skill or the resources to provide. For example, Pangaea has accompanied its clients on such clients’ sales calls to explain transportation options and discuss delivery details to purchasers. Similarly, Pangaea has improved port infrastructure services for clients dependent upon a specific port. Management believes that such services are unique and have not been provided by other dry bulk operators to clients. In many respects, Pangaea serves as an outsourced logistical function for its clients. In doing so, Pangaea develops deep long-term relationships with its customers which serve as a barrier to entry. Quartet's board of directors and special advisor believe that this focus on margin enhancement through backhaul optimization and triangulation as well as Pangaea’s focus on adding value for its clients is a key to its growth and profitability.

Global Economic Risks

Quartet's board of directors and special advisor reviewed the risks associated with carrying dry bulk commodities, some of which are subject to worldwide economic activity. The board and special advisor also considered more country specific risks such as the possibility of long-term economic sanctions being imposed upon significant dry bulk importing/exporting countries, such as Russia or a slowdown of growth in China. While these risks are significant, Quartet's board of directors and special advisor believes that Pangaea’s asset light business strategy as well as its decision to charter in vessels on a very short term basis, mitigates some of these risks since Pangaea should be able to quickly adjust its largely variable cost structure. Quartet's board of directors and special advisor believe that Pangaea is at least as well positioned as its competitors with regard to these risks.

Tax Efficient Organizational Structure

Quartet's board of directors and special advisor noted that Pangaea's participation in the maritime transport industry, combined with its status as a Bermuda company, exempt it from nearly all income taxes. As a result, almost every dollar of pretax profit falls to the bottom line and yields a higher level of free cash flow generation than would be expected for a tax paying entity. The board and special advisor considered the risk that this favorable tax situation would cease and result in significantly lower net income and free cash flow. Given the highly mobile nature of the assets in this portion of the logistics industry and the tendency for entities to seek out the most favorable tax jurisdiction, the board and special advisor believe that a change in tax laws related to these types of companies is not likely in the near term as it would simply result in the flight (redomestication) of maritime logistics companies to lower tax regions. While this remains a risk, Quartet’s board of directors and special advisor believe that Pangaea currently is, and should be for the foreseeable future, in an advantaged tax position relative to its non-maritime logistics peers.

Costs Associated with Effecting the Business Combination

Quartet’s board and its special advisor determined that the costs associated with effecting the mergers with Pangaea would likely be similar to, if not lower than, the costs encountered with most other business combinations. Quartet’s board and its special advisor noted that Pangaea had three years of audited financial statement that were audited to public company standards by a PCAOB compliant audit firm and had recently submitted a draft Registration Statement on Form S-1 with the Securities and Exchange Commission. As a result, Pangaea already compiled much of the information that would be required for the filing of the proxy statement/prospectus, which is required to complete this transaction. Many of the other companies with which Quartet had merger discussions would have required far more time and effort to complete the information required to be included in this proxy statement/prospectus.

Pangaea’s Ability to Execute its Business Plan After the Mergers Using its Own Available Cash Resources since Part of the Cash Held in Quartet’s Trust Account May be used to Pay Quartet’s Public Stockholders who Exercise their Conversion Rights

Quartet’s board of directors and special advisor considered the risk that the current public stockholders of Quartet would demand to convert their public shares for cash upon consummation of the mergers, thereby reducing the amount of cash available to Quartet following the mergers or cause a condition under the merger agreement not to be met. The board and the special advisor deemed this risk to be no worse with regard to Pangaea than it would be with regard to other target companies and believe that Pangaea will still be able to implement its business plan, even if the full amount of the funds deposited in the trust account is not available at closing.

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Pangaea’s Customer Concentration

Given the risks associated with customer and cargo concentration, Quartet's board of directors and special advisor focused on these items. It was noted that in 2013, Pangaea did not have a single customer that accounted for more than 10% of revenues and did not carry any particular commodity that accounted for more than 15% of revenue. As a result, Quartet's board of directors and special advisor determined that concentration was not a significant risk for Pangaea.

Valuation

Based primarily on an analysis of comparable publicly traded companies and the board’s significant transaction experience, the board and the special advisor agreed upon and negotiated terms which they felt were in the best interest of Quartet’s stockholders. The board and special advisor used the analyses described below to estimate the likely range of values at which Pangaea could be expected to trade in the public market.

Projections Furnished by Pangaea to Quartet

Pangaea provided Quartet with its internally prepared projections for each of the years in the three-year period ending December 31, 2016. The projections do not include costs associated with the mergers and do not include or estimate any additional equity capital (such as the capital that may be provided by this transaction). The projections were not prepared with a view to public disclosure or under GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. These projections were prepared solely for internal use and capital budgeting and other management purposes, are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results.

In compiling the projections, Pangaea took into account estimates regarding time charter equivalent rates, voyage margins and general and administrative expenses. The projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Pangaea’s control, such as the risks and uncertainties contained in the section entitled “Risk Factors.”

The financial projections for revenue and costs are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Pangaea’s control. While all projections are necessarily speculative, Pangaea believes that the prospective financial information covering periods beyond twelve months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projections in this proxy statement/prospectus should not be regarded as an indication that Pangaea or its representatives considered or consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections.

The projections were requested by, and disclosed to, Quartet for use as a component in its overall evaluation of Pangaea, and are included in this proxy statement/prospectus on that account. Pangaea has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including to Quartet. Neither Pangaea’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Pangaea compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Holdco will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

The projections were prepared by, and are the responsibility of, Pangaea’s management. Grant Thornton LLP (“Grant Thornton”), Pangaea’s auditor, has neither examined, compiled nor performed any other procedures with respect to the projections and, accordingly, Grant Thornton does not express an opinion or

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any other form of assurance with respect thereto. PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (“PricewaterhouseCoopers”), the auditor of Nordic Bulk Holding ApS, has neither examined, compiled nor performed any other procedures with respect to the projections and, accordingly, PricewaterhouseCoopers does not express an opinion or any other form of assurance with respect thereto. The reports furnished by Grant Thornton and PricewaterhouseCoopers included in this proxy statement/prospectus relate to historical financial information of Pangaea and Nordic Bulk Holding ApS, respectively. They do not extend to the projections and should not be read as if they do.

The key elements of the projections provided to Quartet are summarized below (in millions of dollars, except percentages):

($ in millions)		2014 Projected				2015 Projected				2016 Projected
Revenue			503.4				601.1				735.1
% growth			29.3%				19.4%				22.3%
Expenses .			454.3				534.9				652.2
% of revenue			90.2%				89.0%				88.7%
Adjusted EBITDA			49.1				66.1				83.0
EBITDA margin			9.8%				11.0%				11.3%
EBIT			37.0				50.4				64.7
EBIT margin			7.4%				8.4%				8.8%
Net Income			31.4				43.4				57.1
Margin			6.2%				7.2%				7.8%
Net Income after Non-controlling Interest			27.3				34.6				43.2
Margin			5.4%				5.8%				5.9%

Comparable Company Analysis

Quartet’s management primarily relied upon a comparable company analysis to assess the value that the public markets would likely ascribe to Quartet following a merger with Pangaea. Quartet’s management did not rely upon the comparable companies provided by Mr. Yu, which was referenced earlier herein. The comparable group provided by Mr. Yu focused on typical dry bulk shipping companies, which tend to be asset heavy and highly leveraged companies that charter out their vessels to operators like Pangaea. Instead, in selecting a set of comparable companies, Quartet noted that there are no United States publicly listed companies that are identical to Pangaea in terms of operations. However, given that Pangaea’s operations concentrate on providing customer-focused logistics services, Quartet viewed this criterion as being the most important. As a result, Quartet put together a group of comparable companies whose focus was on asset light commercial logistics (i.e., facilitate the transport of goods without owning a significant portion of their transport ships, trucks, airplanes or other transportation assets), whether or not these companies use ships to carry out such services. Quartet also gave weight to Pangaea’s modest use of leverage and low fixed cost structure to put together a comparable set of companies. Given this focus, only two of the comparable companies provided by Mr. Yu were ultimately used in Quartet’s management prepared comparable company analysis. While the comparable companies shown below (all figures from Capital IQ and as of April 28, 2014 except where otherwise indicated) all participate in some portion of the logistics industry, only Diana Shipping and Navios Maritime Holdings Inc. have significant dry bulk shipping operations. While Diana Shipping is not a very similar comparable company because it is asset heavy and does not provide significant logistical services, it has significantly less financial leverage than the other dry bulk shipping companies and therefore represented the most similar shipping company with regard to leverage. While Navios Maritime does have a much higher degree of financial leverage (debt) than Pangaea and has a much larger asset base than Pangaea, it provides more logistics services than most other shipping companies and thus is one of the most comparable shipping companies from an operational standpoint.

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Company Name		Market Cap.				Enterprise Value				Fiscal Year 2013																Estimated 2014								Estimated 2015
										Net Income				ROE				Net Profit Margin				Price/Net Income				EPS				P/E				EPS				P/E
Expeditors Intl. of Washington (EXPD)		$	8,161.2			$	6,888.8			$	348.5				17.0	%			5.7	%			19.8x			$	1.86				18.4x			$	2.09				16.4x
Forward Air Corp. (FWRD)		$	1,396.2			$	1,357.0			$	53.8				12.9	%			8.6	%			25.2x			$	2.10				20.7x			$	2.46				17.7x
Hub Group Inc. (HUBG)		$	1,666.0			$	1,643.5			$	65.8				12.1	%			2.0	%			25.0x			$	2.03				21.6x			$	2.41				18.2x
CH Robinson Worldwide Inc. (CHRW)		$	8,322.7			$	9,035.7			$	415.9				34.0	%			3.3	%			20.0x			$	2.79				20.2x			$	3.10				18.2x
UTi Worldwide Inc. (UTIW)		$	1,038.9			$	1,399.5				-$76.7				-9.3	%			-1.7	%			na			$	0.17				58.3x			$	0.55				18.0x
XPO Logistics, Inc. (XPO)		$	1,415.3			$	1,620.2				-$48.5				-13.8	%			-6.9	%			na				-$0.52				na			$	0.44				61.3x
Echo Global Logistics, Inc. (ECHO)		$	456.5			$	413.8			$	13.7				8.9	%			1.5	%			30.2x			$	0.69				25.5x			$	0.90				19.6x
Navios Maritime Holdings Inc. (NM)		$	803.3			$	2,191.7				-$109.1				-8.4	%			-21.3	%			na				-$0.03				na			$	0.69				11.3x
Diana Shipping Inc. (DSX)		$	940.7			$	1,132.0				-$21.2				-1.7	%			-12.9	%			na				-$0.17				na			$	0.61				18.5x

Summary Statistics		Market Cap.				Enterprise Value				Fiscal Year 2013																Estimated 2014								Estimated 2015
										Net Income				ROE				Net Profit Margin				Price/Net Income				EPS				P/E				EPS				P/E
High		$	8,322.7			$	9,035.7			$	415.9				34.0	%			8.6	%			30.2x			$	2.79				58.3x			$	3.10				61.3x
Low		$	456.5			$	413.8				-$109.1				-13.8	%			-21.3	%			19.8x				-$0.52				18.4x			$	0.44				11.3x
Mean		$	2,689.0			$	2,853.6			$	71.4				5.7	%			-2.4	%			24.0x			$	0.99				27.5x			$	1.47				22.1x
Median		$	1,396.2			$	1,620.2			$	13.7				8.9	%			1.5	%			25.0x			$	0.69				21.2x			$	0.90				18.2x

Despite the similar nature of each of the above companies, there are several relevant differences that Quartet’s board and special advisor considered when viewing these comparable companies. All of the comparable companies shown above, except for Diana, operate in portions of the logistics industry which subject them to income taxes, while both Pangaea and Diana are exempt from nearly all income taxes.

Quartet’s board and its special advisor considered the value of Pangaea in relation to its growth potential and found it to be attractive when compared to other publicly-traded logistics companies. In addition, Pangaea’s return on equity in fiscal 2013 was 18.5%, which was higher than all but one of the comparable companies and was well in excess of the comparable company median of 10.5%. Further, Pangaea’s net profit margin of 3.9% in 2013 was at the top end of the comparable company range and more than double the comparable company median of 1.7%. Quartet’s board of directors and special advisor also noted that Pangaea would rank among the smallest comparable companies in term of revenue, market capitalization and enterprise value.

Quartet used the 2014 and 2015 comparable company median cash adjusted market capital to net income multiples to derive a range of values for Quartet following the proposed transaction. Quartet calculated the value of the combined company using a 10% discount to the comparable company median 2014 and 2015 price to earnings ratios. The 10% discount from the comparable company median reflects Pangaea’s smaller size relative to the comparable companies and its status as a newly public company. Using these multiples Quartet arrived at an equity valuation range of approximately $520 million to $550 million before taking into account any cash from this transaction.

Opinion of Financial Advisor

In making its determination with respect to the merger, Quartet’s board of directors also considered the financial analysis reviewed by Cassel Salpeter with the Quartet board, and the oral opinion of Cassel Salpeter to the Quartet board (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of April 29, 2014, (i) the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement and (ii) whether Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account. See “ The Merger — Opinion of the Financial Advisor to the Board of Directors of Quartet .”

Satisfaction of 80% Test

It is a requirement under Quartet’s amended and restated certificate of incorporation that any business acquired by Quartet have a fair market value equal to at least 80% of the balance of the funds in the trust

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account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of Pangaea generally used to approve the transaction, including a comparison of comparable companies and a discounted cash flow analysis, the Quartet board of directors and special advisor determined that this requirement was met. The board and special advisor determined that consideration being paid in the transaction merger, which amount was negotiated at arms-length, was fair to and in the best interests of Quartet and its stockholders and appropriately reflected Quartet’s value. In reaching this determination, the board and special advisor concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills as well as quantitative factors such as Pangaea’s historical growth rate and its potential for future growth in revenues and profits. Quartet’s board of directors and special advisor believe that the financial skills and background of its members qualify it to conclude that the acquisition of Pangaea met this requirement. In addition, the Quartet board of directors considered the financial analysis reviewed by Cassel Salpeter with the Quartet board, and the oral opinion of Cassel Salpeter to the Quartet board (which was subsequently confirmed in writing by delivery of Cassel Salpeter’s written opinion dated the same date), as to, as of April 29, 2014, whether Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account.

Interests of Quartet’s Directors, Officers and Special Advisor in the Mergers

In considering the recommendation of the board of directors of Quartet to vote in favor of approval of the merger proposal, the charter amendments proposal and the other proposals, stockholders should keep in mind that Quartet’s initial stockholders, including its directors, executive officers and special advisor, have interests in such proposals that are different from, or in addition to, those of Quartet stockholders generally. In particular:

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Recommendation of Quartet’s Board of Directors and Special Advisor

After careful consideration of the matters described above, particularly Pangaea’s record of growth, potential for growth and profitability, the experience of Pangaea’s management, Pangaea’s competitive positioning, its customer relationships, and technical skills, Quartet’s board of directors and special advisor determined unanimously that each of the merger proposal, the charter proposals, the incentive compensation plan proposal and the adjournment proposal, if presented. Quartet’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals. Mr. Greenblatt, Quartet’s special advisor, also supports each of the proposals.

The foregoing discussion of the information and factors considered by the Quartet board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Quartet board of directors.

Opinion of Financial Advisor to the Board of Directors of Quartet

On April 29, 2014, Cassel Salpeter rendered its oral opinion to the Quartet board (which was confirmed in writing by delivery of Cassel Salpeter’s written opinion dated such date), that, as of April 29, 2014, (i) the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement was fair, from a financial point of view, to Quartet and (ii) Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account.

The summary of the opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex C to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Cassel Salpeter in preparing its opinion. However, neither Cassel Salpeter’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed mergers.

The opinion was addressed to the Quartet board for the use and benefit of the members of the Quartet board (in their capacities as such) in connection with the Quartet board’s evaluation of the mergers. The opinion is not intended to and does not constitute advice or a recommendation to any of Quartet’s

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stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the mergers or otherwise. Cassel Salpeter’s opinion should not be construed as creating any fiduciary duty on Cassel Salpeter’s part to Quartet or any other party to the merger agreement, any security holder of Quartet or such other party, any creditor of Quartet or such other party, or any other person. Cassel Salpeter’s opinion was just one of the several factors the Quartet board took into account in making its determination to approve the mergers, including those described elsewhere in this proxy statement/prospectus.

The opinion only addressed whether, as of the date of such opinion, (i) the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement was fair, from a financial point of view, to Quartet and (ii) Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account. It did not address any other terms, aspects, or implications of the mergers or the merger agreement, including, without limitation, (i) except for assuming the consummation thereof substantially simultaneously with the transaction merger, the redomestication merger, (ii) any term or aspect of the mergers that is not susceptible to financial analysis, (iii) the fairness of the transaction merger or all or any portion of the merger consideration to be paid therein, to any security holders of Quartet, Holdco, Pangaea or any other person or any creditors or other constituencies of Quartet, Holdco, Pangaea or any other person, (iv) the appropriate capital structure of Quartet or Holdco or whether Quartet or Holdco should be issuing debt or equity securities or a combination of both, nor (v) the fairness of the amount or nature, or any other aspect, of any compensation or consideration payable to or received by any officers, directors, or employees of any parties to the mergers, or any class of such persons, relative to the merger consideration to be paid by Quartet in the transaction merger pursuant to the merger agreement, or otherwise. Cassel Salpeter did not express any opinion as to what the value of the Holdco shares actually will be when issued to the holders of Pangaea capital stock in the transaction merger, or upon the issuance of the net income shares, or the prices at which shares of Quartet common stock, Holdco shares or shares of Pangaea common stock may trade, be purchased or sold at any time, and Cassel Salpeter made no representation or warranty regarding the adequacy of Cassel Salpeter’s opinion or the analyses underlying Cassel Salpeter’s opinion for the purpose of Quartet’s compliance with the terms of its amended and restated certificate of incorporation, the rules of any securities exchange or any other general or particular purpose.

The opinion did not address the relative merits of the mergers as compared to any alternative transaction or business strategy that might exist for Quartet, or the merits of the underlying decision by Quartet to engage in or consummate the mergers. The financial and other terms of the mergers, including the amount of the merger consideration, were determined pursuant to negotiations between the parties to the merger agreement and were not determined by or pursuant to any recommendation from Cassel Salpeter.

Cassel Salpeter’s analysis and opinion were necessarily based upon market, economic, and other conditions, as they exist on, and could be evaluated as of the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, Cassel Salpeter did not assume any obligation to update, review, or reaffirm the opinion to the Quartet board or any other person or otherwise to comment on or consider events occurring or coming to Cassel Salpeter’s attention after the date of the opinion.

In arriving at its opinion, Cassel Salpeter made such reviews, analyses, and inquiries as Cassel Salpeter deemed necessary and appropriate under the circumstances. Among other things, Cassel Salpeter:

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Cassel Salpeter was advised that the merger consideration to be paid in the transaction merger would be subject to adjustment as provided in the merger agreement, which Cassel Salpeter was advised provided for the issuance of up to 1,932,000 cancellation shares of Holdco in the transaction merger and the contribution by the initial stockholders to Quartet of a number of shares of Quartet common stock equal to the number of cancellation shares to be issued in the transaction merger. Cassel Salpeter was also advised that the merger consideration to be paid in the transaction merger was subject to adjustment pursuant to the merger agreement in the event that Pangaea securityholders elected to receive, in lieu of the cash merger consideration, up to 980,392 additional Holdco shares, with each such additional share to be issued in the transaction merger reducing the cash merger consideration by an amount per Holdco share equal to $10.20. Cassel Salpeter assumed, with the consent of the Quartet board, that any such adjustment, or any other adjustment pursuant to the merger agreement or otherwise, to the merger consideration to be paid in the transaction merger would not be material to its analyses or opinion.

For purposes of its analysis and opinion, Cassel Salpeter, with the Quartet board’s consent, evaluated the fairness, from a financial point of view, to Quartet of the merger consideration to be paid by Holdco in the transaction merger pursuant to the merger agreement as though such merger consideration was being paid by Quartet and Pangaea was becoming a wholly owned subsidiary of Quartet. Cassel Salpeter did not investigate or otherwise evaluate, and its opinion did not address, the potential effects of the redomestication merger on Quartet, Holdco or Pangaea, and Cassel Salpeter assumed that none of Quartet, Holdco or Pangaea would be adversely affected by or after giving effect to the redomestication merger and, without limitation to the foregoing, except as may result from the election by Quartet’s public stockholders to receive a portion of Quartet’s trust account (i) all the issued and outstanding securities of Quartet would be automatically converted into a like type and number of securities of Holdco and (ii) there would be no other securities of Holdco issued, or other consideration paid, in the redomestication merger. In addition, for purposes of its analysis and opinion, Cassel Salpeter, with the Quartet board’s consent, evaluated whether, as of the date of its opinion, Pangaea had a fair market value equal to at least 80% of the balance of funds in Quartet’s trust account solely upon the basis of a comparison of the implied enterprise value reference ranges indicated by Cassel Salpeter’s financial analysis with the balance of the funds remaining in Quartet’s trust account, which the Quartet board advised Cassel Salpeter and Cassel Salpeter, for purposes of its analysis and opinion, assumed did not and would not exceed $98,503,000. In addition, for purposes of its analysis and opinion, at the direction of Quartet’s management that the liquidation value per share of Quartet common stock was equal to $10.20 and was a reasonable basis upon which to evaluate the Quartet common stock, the Holdco shares, Quartet and Holdco.

In arriving at its opinion, Cassel Salpeter, with the Quartet board’s consent, relied upon and assumed, without independently verifying, the accuracy and completeness of all of the financial and other information that was supplied or otherwise made available to it or available from public sources, and Cassel Salpeter further relied upon the assurances of Quartet’s and Pangaea’s management that they were not aware of any facts or circumstances that would have made any such information inaccurate or misleading. Cassel Salpeter are not legal, tax, environmental, or regulatory advisors and, Cassel Salpeter did not express any views or

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opinions as to any legal, tax, environmental, or regulatory matters relating to Quartet, Pangaea, the mergers, or otherwise. Cassel Salpeter understood and assumed that Quartet had obtained or would obtain such advice as it deemed necessary or appropriate from qualified legal, tax, environmental, regulatory, and other professionals. The Quartet board also advised Cassel Salpeter and Cassel Salpeter assumed that the Pangaea Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of management of Quartet and Pangaea with respect to the future financial performance of Pangaea, and that such information provided a reasonable basis upon which to analyze and evaluate Pangaea and form an opinion. Cassel Salpeter expressed no view with respect to the Pangaea Projections or the assumptions on which they were based. Cassel Salpeter did not evaluate the solvency of Quartet, Holdco, Pangaea or any other party to the mergers, the fair value of Quartet, Holdco, Pangaea or any of their respective assets or liabilities, or whether Quartet, Holdco or Pangaea or any other party to the mergers is paying or receiving reasonably equivalent value in the mergers under any applicable foreign, state, or federal laws relating to bankruptcy, insolvency, fraudulent transfer, or similar matters, nor did Cassel Salpeter evaluate, in any way, the ability of Quartet, Holdco, Pangaea or any other party to the mergers to pay its obligations when they come due. Cassel Salpeter did not physically inspect Quartet’s, Holdco’s or Pangaea’s properties or facilities and did not make or obtain any evaluations or appraisals of Quartet’s, Holdco’s or Pangaea’s assets or liabilities (including any contingent, derivative, or off-balance-sheet assets and liabilities). Cassel Salpeter did not attempt to confirm whether Quartet, Holdco or Pangaea had good title to their respective assets. Cassel Salpeter’s role in reviewing any information was limited solely to performing such reviews as Cassel Salpeter deemed necessary to support its own advice and analysis and was not on behalf of the Quartet board, Quartet, or any other party.

Cassel Salpeter assumed, with the Quartet board’s consent, that the mergers would be consummated in a manner that complies in all respects with applicable foreign, federal, state, and local laws, rules, and regulations and that, in the course of obtaining any regulatory or third party consents, approvals, or agreements in connection with the mergers, no delay, limitation, restriction, or condition would be imposed that would have an adverse effect on Quartet, Holdco, Pangaea or the mergers. Cassel Salpeter also assumed, with the Quartet board’s consent, that the final executed form of the merger agreement would not differ in any material respect from the draft Cassel Salpeter reviewed and that the mergers would be consummated on the terms set forth in the merger agreement, without waiver, modification, or amendment of any term, condition, or agreement thereof material to Cassel Salpeter’s analyses or Cassel Salpeter’s opinion. Cassel Salpeter also assumed that the representations and warranties of the parties to the merger agreement contained therein were true and correct and that each such party would perform all of the covenants and agreements to be performed by it under the merger agreement. Cassel Salpeter offered no opinion as to the contractual terms of the merger agreement or the likelihood that the conditions to the consummation of the mergers set forth in the merger agreement would be satisfied. The Quartet board also advised Cassel Salpeter, and Cassel Salpeter assumed, that for U.S. federal tax income purposes the mergers would qualify as a plan of reorganization within the meaning of Section 351 or Section 368(a) of the Code.

In connection with preparing its opinion, Cassel Salpeter performed a variety of financial analyses. The following is a summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither Cassel Salpeter’s opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, Cassel Salpeter assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, Cassel Salpeter did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, Cassel Salpeter believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by Cassel Salpeter in preparing the opinion.

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The implied valuation reference ranges indicated by Cassel Salpeter’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, Cassel Salpeter’s analyses are inherently subject to substantial uncertainty.

The following summary of the material financial analyses performed by Cassel Salpeter in connection with the preparation of its opinion includes information presented in tabular format. The tables alone do not constitute a complete description of these analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses Cassel Salpeter performed.

For purposes of its analyses, Cassel Salpeter considered the implied value of the merger consideration to be paid in the transaction merger of $300,000,000 to $375,000,000, assuming the issuance of a number of net income shares ranging from no net income shares up to the maximum number of net income shares issuable pursuant to the merger agreement and based upon the liquidation value per share of Quartet common stock of $10.20, which Quartet advised Cassel Salpeter, and Cassel Salpeter, with the consent of the Quartet board, assumed was a reasonable basis upon which to evaluate the Quartet common stock.

Share prices for the selected companies used in the selected companies analysis described below were as of April 25, 2014. Estimates of financial performance for the selected companies listed below for the calendar years ending December 31, 2014 and 2015 were based on publicly available research analyst estimates for those companies. Estimates of financial performance for Pangaea for the year ending December 31, 2013, was based on the internal financial statements prepared by Pangaea management and provided to Cassel Salpeter and for the years ending December 31, 2014 to 2016 were based on the Pangaea Projections. In the selected companies analysis, estimates of net income and earnings per share for the selected companies were adjusted to exclude unusual and extraordinary expenses and income. For Pangaea, estimates of net income attributable to Pangaea and free cash flow exclude income attributable to interests in variable interest entities, as provided by Pangaea management.

Discounted Cash Flows Analysis

Cassel Salpeter performed a discounted cash flow analysis of Pangaea by calculating the estimated net present value of Pangaea’s free cash flows attributable to Pangaea through 2016 and estimates of the terminal value of Pangaea after 2016 using the Pangaea Projections. In performing this analysis, Cassel Salpeter applied discount rates ranging from 14.6% to 15.6% to Pangaea’s projected free cash flows attributable to Pangaea and to terminal value earnings multiples ranging from 11.0x to 13.0x. This analysis indicated an implied equity value reference range of $357,900,000 to $424,200,000 for Pangaea, as compared to the implied value of the merger consideration to be paid in the transaction merger of $300,000,000 to $375,000,000.

Selected Companies Analysis

Cassel Salpeter considered certain financial data for Pangaea and selected companies with publicly traded equity securities Cassel Salpeter deemed relevant. The selected companies were selected because they were deemed to be similar to Pangaea in one or more respects including, the nature of their business, size, and financial performance. Because companies are not identical or necessarily directly comparable to one another, identification of companies for use in a selected companies analysis involves the exercise of qualitative judgment. While Cassel Salpeter had access to the list of comparable companies prepared by Quartet’s management, Cassel Salpeter exercised its own professional judgment and took into account its experience as investment bankers to prepare independently a list of companies that Cassel Salpeter deemed similar to Pangaea in one or more respects for purposes of its analyses and opinion. The selected companies with publicly traded equity securities were:

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The financial data reviewed included:

Cassel Salpeter calculated the following per share equity value multiples with respect to the selected companies:

Equity Value Per Share Multiple of

High

Mean

Median

Low

LTM EPS

33.9x

21.0x

22.5x

8.6x

2014 P EPS

27.4x

20.6x

21.0x

12.0x

2015 P EPS

21.9x

15.0x

17.9x

6.7x

Cassel Salpeter applied multiple ranges based on the selected companies analysis to corresponding financial data for Pangaea based on Pangaea’s internal 2013 financial statements and the Pangaea Projections. Cassel Salpeter applied multiples of 14.0x to 16.0x to Pangaea management’s estimate of 2013E net income, 14.0x to 16.0x to Pangaea management’s estimate of 2014P net income, and 12.0x to 14.0x to Pangaea management’s estimate of 2015P net income, which resulted in an implied equity value reference range of $337,900,000 to $389,500,000 for Pangaea, as compared to the implied value of the merger consideration to be paid in the transaction merger of $300,000,000 to $375,000,000.

None of the selected companies have characteristics identical to Pangaea. An analysis of selected publicly traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

Other Matters Relating to Cassel Salpeter’s Opinion

As part of its investment banking business, Cassel Salpeter regularly is engaged in the evaluation of businesses and their securities in connection with mergers, acquisitions, corporate restructurings, private placements and other purposes. Cassel Salpeter is a recognized investment banking firm that has substantial experience in providing financial advice in connection with mergers, acquisitions, sales of companies, businesses and other assets and other transactions. Cassel Salpeter received a fee of $75,000 from Quartet for rendering its opinion, no portion of which was contingent upon the completion of the mergers. In addition, Quartet agreed to reimburse Cassel Salpeter for certain expenses incurred by it in connection with its engagement and to indemnify Cassel Salpeter and its related parties for certain liabilities that may arise out of its engagement or the rendering of its opinion. Cassel Salpeter in the past provided investment banking or other financial services to affiliates of Quartet for which Cassel Salpeter received compensation, including Trio, a blank check company that Messrs. Rosenfeld and Sgro were directors of. In December 2012, Cassel Salpeter was engaged by Trio in connection with its proposed business combination with SAExploration Holdings, Inc. (“SAE”) pursuant to which Cassel Salpeter acted as financial advisor to the board of directors of Trio. Cassel Salpeter received a fee of $75,000 from Trio for these services. In accordance with Cassel Salpeter’s policies and procedures, a fairness committee of Cassel Salpeter was not required to, and did not, approve the issuance of Cassel Salpeter’s opinion.

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Material Federal Income Tax Consequences of the Mergers to Quartet and Its Securityholders

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Quartet stockholders required to file gain recognition agreements as described above are strongly encouraged to consult their own tax advisors regarding the specific information to be included in such agreements, and the requirements for recognizing gain with respect to the Quartet securities.

The foregoing U.S. federal income tax consequences are not materially affected by the changes made to the Code by the American Jobs Creation Act of 2004 (Code Section 7874) in the treatment of domestic business entities which expatriate from the United States to a foreign jurisdiction. These new provisions generally apply to the direct or indirect acquisition of substantially all of the properties of a domestic enterprise by a foreign corporation if there is at least 60% or 80% continuing share ownership in the successor foreign entity by the former stockholders of the U.S. corporation and substantial business activities are not conducted in the jurisdiction in which such successor is created or organized. Under the terms of the merger agreement, immediately following the mergers, the current holders of Quartet will own less than 60% of the then outstanding common shares and purchase options of Holdco. As a result, Holdco will be respected as a foreign corporation for U.S. income tax purposes and will not be classified as an expatriated entity.

As Quartet’s assets consist primarily, if not solely, of cash, Quartet should not incur any material amount of U.S. federal income or other tax as a result of the redomestication merger. No gain or loss will be recognized by Quartet on the transfer of its cash assets to Holdco in the redomestication merger. An evaluation will be made prior to the closing of the redomestication merger to establish whether Quartet has any intangible assets with respect to which it would be required to recognize gain in connection with the redomestication merger. If there are any such intangible assets, it is not expected that they are of substantial value or that any material U.S. federal income tax will be incurred. The IRS may not agree with this conclusion. In such an event, there may be a significant tax obligations for Holdco, the surviving company, to pay based on the value of Quartet’s appreciated assets at the time of the mergers.

For a discussion of the material Bermuda and United States federal income tax considerations relevant to a holder of Holdco’s common shares following consummation of the business combination, see the section titled “Business of Pangaea — Tax Considerations.”

The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions.

It is also the opinion of Graubard Miller that a stockholder of Quartet who exercises conversion rights and effects a termination of the stockholder’s interest in Quartet will be required to recognize gain or loss upon the exchange of that stockholder’s shares of common stock and purchase options of Quartet for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of Quartet common stock and purchase options. This gain or loss will be a capital gain or loss if such shares or purchase options were held as a capital asset on the date of the merger and will be a long-term capital gain or loss if the holding period for the share of Quartet common stock and purchase options is more than one year. The tax opinion issued to Quartet by Graubard Miller, its counsel, is attached to this proxy statement/prospectus as Annex D . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus.

This discussion is intended to provide only a summary of the material United States federal income tax consequences of the merger. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the merger. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or foreign income or other tax consequences to you of the mergers.

Anticipated Accounting Treatment

The mergers will be accounted for as a “reverse merger” and recapitalization at the date of the consummation of the transaction since the securityholders of Pangaea will own at least 50.1% of the outstanding common shares of Holdco immediately following the completion of the mergers, will have its current officers assuming all corporate and day-to-day management offices of Holdco, including chief executive officer and chief financial officer, and will have the sole right to appoint six of the eight directors to the board. Accordingly, Pangaea will be deemed to be the accounting acquirer in the transaction and,

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consequently, the transaction is treated as a recapitalization of Pangaea. Accordingly, the assets and liabilities and the historical operations that will be reflected in the Holdco financial statements after consummation of the mergers will be those of Pangaea and will be recorded at the historical cost basis of Pangaea. Quartet’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Pangaea upon consummation of the mergers.

Regulatory Matters

Pursuant to the HSR Act, on June 11, 2014, Quartet and Pangaea filed notification and report forms with the Federal Trade Commission and the Antitrust Division of the Department of Justice in connection with the mergers. On June 20, 2014, Quartet and Pangaea received notice from the Federal Trade Commission that early termination of the waiting period under the HSR Act was granted in connection with the proposed mergers. The mergers and the transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the State of Delaware and Bermuda necessary to effectuate the mergers.

Required Vote

The approval of the merger proposal, the incentive compensation plan proposal and charter proposals will require the affirmative vote of the holders of a majority of the then outstanding shares of Quartet common stock present and entitled to vote at the meeting to approve the respective proposal. Additionally, the mergers will not be consummated if the holders of more than 9,169,603 of the public shares properly demand that Quartet convert their public shares into their pro rata share of the trust account.

The approval of the merger proposal is a condition to the consummation of the merger. If the merger proposal is not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

THE QUARTET BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE QUARTET STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.