Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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OceanPal Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
Y6430L301 (CUSIP Number) |
NEAR Foundation Chamerstrasse 12 C, Zug, V8, 6300 647 302 2303 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | Y6430L301 |
| 1 |
Name of reporting person
Near Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,406,605.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Footnote for Percent of class represented by amount in Row (11) - [1] Based upon 31,121,477 shares of Common Stock issued and outstanding as of October 29, 2025, as disclosed by the Issuer in the Prospectus Supplement dated October 29, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
OceanPal Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Pendelis 26, Palaio Faliro, Athens,
GREECE
, 175 64. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed on behalf of NEAR Foundation (the "Reporting Person"). |
| (b) | The principal business address for the Reporting Person is Chamerstrasse 12 C, 6300 Zug, Switzerland. |
| (c) | N/A |
| (d) |
The Reporting Persons has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | The Reporting Person is a Swiss non-profit organization. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock, $0.01 par value per share, of the Issuer (the "Common Stock") reported as being beneficially owned by the Reporting Person was acquired pursuant to that certain Subscription Agreement, dated as of October 27, 2025 (the "Subscription Agreement"), by and between the Issuer and NEAR Foundation. The Subscription Agreement was entered into concurrently with subscription agreements between the Issuer and other investors, and the transaction contemplated by the Subscription Agreement (the "Transaction") was consummated on October 28, 2025 (the "Closing"). Pursuant to the terms of the Subscription Agreement, at the Closing, NEAR Foundation acquired an aggregate of 3,406,605 shares of Common Stock and a pre-funded warrant to purchase 75,024,767 shares of Common Stock, for an aggregate purchase price of approximately $100,000,000 (the "Acquired Securities"). The source of funds for the acquisition of the Acquired Securities by NEAR Foundation pursuant to the Subscription Agreement was NEAR Tokens from NEAR Foundation's treasury reserves. The foregoing description of the Subscription Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by the full text of the Form of Cryptocurrency Subscription Agreement and Form of Pre-Funded Warrants attached hereto as Exhibit 1 and Exhibit 2, respectively, and are incorporated by reference herein. | |
| Item 4. | Purpose of Transaction |
The information regarding the Transaction set forth in Item 3 above is incorporated into this Item 4 by reference in its entirety. NEAR Foundation acquired the Acquired Securities as part of the Transaction described in Item 3 above. The net proceeds from the Transaction are intended to be used by the Issuer to fund the acquisition of the native token of the NEAR Protocol and the establishment of the Issuer's NEAR treasury operations, as well as for working capital, general corporate purposes and to pay transaction fees and expenses related thereto. Except as described in this Item 4, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect to its investment in the Issuer at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The responses of the Reporting Person with respect to Rows 11 and 13 on the cover pages of this Statement that relate to the aggregate number and percentage of the shares of Common Stock (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (b) | The responses of the Reporting Person with respect to Rows 7, 8, 9, and 10 of the cover pages of this Statement that relate to the number of shares of Common Stock as to which the Reporting Person has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference. |
| (c) | Except as set forth in this Statement, no transaction in the Common Stock have been effected by the Reporting Person during the sixty days prior to the date of filing this Statement. |
| (d) | Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person as reported in this Statement. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3, Item 4, and Item 5 above is hereby incorporated by reference in its entirety into this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1. Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Issuer's report on Form 6-K filed with the SEC on October 28, 2025) Exhibit 2. Form of Cryptocurrency Subscription Agreement, dated as of October 27, 2025, between OceanPal Inc. and each Cryptocurrency Purchaser (incorporated by reference to Exhibit 10.2 of the Issuer's report on Form 6-K filed with the SEC on October 28, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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