SCHEDULE: Blackdragon Ventures Takes 10.4% Stake in OceanPal

Blackdragon Ventures LLC and Illia Polosukhin have acquired a 10.4% beneficial ownership in OceanPal Inc. through a private placement, with Polosukhin joining an advisory committee.

Summary

• Blackdragon Ventures LLC and Illia Polosukhin acquired 3,592,156 shares of OceanPal Inc. common stock, representing 10.4% of the outstanding class.
• The acquisition occurred on October 27, 2025, through a private placement (PIPE Transaction).
• The total consideration was approximately $4,580,000, paid in-kind with 2,000,000 NEAR Protocol tokens valued at $2.29 per token.
• The purchase included 3,406,605 shares of common stock at $1.275 per share and 185,551 pre-funded warrants at $1.274 per warrant, with an exercise price of $0.001 per share.
• Illia Polosukhin, co-founder of NEAR Protocol, has been appointed Chair of OceanPal's (or its subsidiary SVRN's) Advisory Committee, a non-governing body providing strategic advice.
• A lock-up agreement restricts the transfer of these securities for a specified period.
• A beneficial ownership blocker in the pre-funded warrants prevents exercise if it would result in ownership exceeding 9.99% of outstanding common stock, though this can be waived with 61 days' notice.
• An internal ownership transfer within Blackdragon Ventures LLC is anticipated before year-end 2025, transferring Mr. Polosukhin's beneficial ownership to a family member.

Sentiment

Score: 7

Explanation: The investment by Blackdragon Ventures and the appointment of Illia Polosukhin to an advisory role suggest a positive strategic interest and potential for future value creation for OceanPal. The significant capital injection and the strategic advice from a prominent entrepreneur are favorable. However, the non-controlling nature of the advisory role and the impending internal ownership transfer introduce some uncertainty.

Positives

• Significant investment by Blackdragon Ventures LLC and Illia Polosukhin, indicating confidence in OceanPal Inc.
• Illia Polosukhin's appointment as Chair of the Advisory Committee brings an experienced entrepreneur and investor (co-founder of NEAR Protocol) to provide strategic advice.
• The investment was funded by NEAR Protocol tokens, demonstrating a non-cash commitment and potentially aligning interests with the NEAR ecosystem.

Negatives

• The advisory committee role is described as 'non-governing, non-controlling,' which may limit the direct influence of Mr. Polosukhin despite his strategic advice.
• A lock-up agreement restricts the transferability of the acquired securities for a specified period.
• The beneficial ownership blocker limits immediate full exercise of warrants to maintain ownership below 9.99%, requiring a 61-day notice for waiver.
• The anticipated internal ownership transfer before year-end 2025 means Mr. Polosukhin's direct beneficial ownership will cease, potentially altering the nature of the investment relationship.

Risks

• The value of the investment is tied to the performance of OceanPal Inc.'s common stock.
• The effectiveness of the Advisory Committee, being non-governing and non-controlling, in influencing strategic outcomes.
• Potential impact of the anticipated internal ownership transfer within Blackdragon Ventures LLC on the Issuer's relationship with the beneficial owner.
• Market conditions and general economic and industry conditions could affect the value of the investment.

Future Outlook

The Reporting Persons intend to continuously review their investment, engage with management and the Board, and may acquire or dispose of additional securities, exercise warrants, or make proposals regarding the Issuer's business, operations, governance, and strategy. An internal ownership transfer of Blackdragon's membership interests from Mr. Polosukhin to a family member is anticipated before year-end 2025, after which the new owner will file an amended Schedule 13D.

Management Comments

• Mr. Polosukhin has been appointed to serve as Chair of the Advisory Committee of the Issuer (or its subsidiary SVRN).
• While described as a non-governing, non-controlling advisory body, this position provides Mr. Polosukhin with regular access to and communication with the Issuer's management and the ability to provide strategic advice and recommendations regarding the Issuer's business and operations.
• Blackdragon anticipates completing an internal ownership transfer before year-end 2025, whereby the membership interests in Blackdragon Ventures LLC will be transferred from Mr. Illia Polosukhin to a family member.

Industry Context

OceanPal Inc. operates in the shipping industry, specifically dry bulk shipping. The investment by Blackdragon Ventures and the involvement of Illia Polosukhin, co-founder of NEAR Protocol, and the NEAR Foundation (a major shareholder), suggests a potential strategic pivot or integration with blockchain/web3 technologies, or a significant investment from the crypto ecosystem into traditional industries. This could be a trend of digital asset wealth flowing into conventional sectors.

Comparison to Industry Standards

• This filing primarily concerns a change in beneficial ownership and an investment, rather than operational results, so direct comparison to industry operational benchmarks is not applicable.
• The significant stake taken by a crypto-affiliated entity (NEAR Protocol co-founder and NEAR Foundation) in a traditional shipping company is notable. While specific comparable companies or projects are not mentioned in the filing, this type of cross-sector investment could be compared to other instances where digital asset wealth or technology firms invest in or acquire stakes in traditional industries, potentially signaling a broader trend of diversification or strategic integration.

Management Changes

Corporate Governance

Related Party Transactions

• Illia Polosukhin is a co-founder of NEAR Protocol. The investment was made using NEAR Protocol tokens.
• The NEAR Foundation, affiliated with the NEAR Protocol ecosystem, also participated separately in the PIPE Transaction and now owns approximately 71.5% of OceanPal's outstanding Common Stock.
• Despite these affiliations, there are no voting agreements, joint investment agreements, or other arrangements between the Reporting Persons and the NEAR Foundation regarding OceanPal's securities, and each party made its investment decision independently.

Stakeholder Impact

• Shareholders: The significant investment by Blackdragon Ventures and the NEAR Foundation, coupled with strategic input from Illia Polosukhin, could be seen as a positive signal, potentially increasing confidence and future share value. However, the large stake held by the NEAR Foundation (71.5%) could raise concerns about control and influence.
• Management: Gains access to strategic advice from an experienced entrepreneur and investor (Illia Polosukhin) through the Advisory Committee.
• Company Strategy: Potential for new strategic directions or integration opportunities, especially given the connection to the NEAR Protocol ecosystem.

Next Steps

• Reporting Persons will continue to review their investment in OceanPal Inc.
• Reporting Persons may engage in discussions with management, the Board, and other shareholders regarding the Issuer's business, operations, governance, and strategy.
• Reporting Persons may acquire additional securities or dispose of existing ones, subject to the 9.99% beneficial ownership blocker.
• Reporting Persons may exercise Pre-Funded Warrants as permitted.
• An internal ownership transfer of Blackdragon Ventures LLC membership interests from Illia Polosukhin to a family member is anticipated before year-end 2025.
• Following the internal transfer, the new beneficial owner of Blackdragon will file an amendment to this Schedule 13D within ten days.

Key Dates

Recommendation

The filing indicates a significant new strategic investment and the appointment of a notable entrepreneur to an advisory role, which are generally positive signals. However, the advisory role is non-governing, and an internal ownership transfer is pending, introducing some uncertainty. The large stake held by the NEAR Foundation (71.5%) also means the reporting persons' 10.4% stake, while substantial, is not a controlling interest. Given these factors, a 'hold' recommendation is appropriate to observe how the strategic advice translates into operational changes and the impact of the ownership transfer before making a more definitive investment decision.

Keywords

OceanPal Inc., Blackdragon Ventures, Illia Polosukhin, NEAR Protocol, Schedule 13D, Beneficial Ownership, Private Placement, PIPE Transaction, Advisory Committee, Common Stock, Pre-Funded Warrants, Investment Activities, Corporate Governance, Shipping Industry