SEC Form SCHEDULE 13D filed by OceanPal Inc.

The principal business address for the Reporting Person is Chamerstrasse 12 C, 6300 Zug, Switzerland.

N/A

The Reporting Persons has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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.

The Reporting Person is a Swiss non-profit organization.

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.

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.

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.

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.

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.

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.

Not applicable.

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.

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)