SCHEDULE: NEAR Foundation Takes 10.95% Stake in OceanPal
Beneficial Ownership Report
NEAR Foundation has acquired a 10.95% stake in OceanPal Inc. for approximately $100 million, including common stock and pre-funded warrants.
Summary
- NEAR Foundation acquired 3,406,605 shares of OceanPal Inc. Common Stock and a pre-funded warrant to purchase 75,024,767 shares.
- The aggregate purchase price for these securities was approximately $100,000,000.
- The acquisition was made pursuant to a Subscription Agreement dated October 27, 2025, with the transaction closing on October 28, 2025.
- The source of funds for NEAR Foundation was NEAR Tokens from its treasury reserves.
- OceanPal Inc. intends to use the net proceeds to acquire the native token of the NEAR Protocol, establish NEAR treasury operations, and for working capital and general corporate purposes.
- NEAR Foundation now beneficially owns 10.95% of OceanPal Inc.'s Common Stock, based on 31,121,477 shares outstanding as of October 29, 2025.
Sentiment
Score: 7
Explanation: The filing indicates a significant capital infusion for OceanPal Inc. and a strategic pivot into the cryptocurrency space, which could be positive for growth and diversification, though execution risks exist. The investment by a reputable foundation also lends credibility.
Positives
- OceanPal Inc. secured approximately $100,000,000 in funding through the transaction.
- The funding is earmarked for strategic initiatives, including acquiring NEAR Protocol native tokens and establishing NEAR treasury operations, which could diversify OceanPal's business.
- The investment by NEAR Foundation, a prominent Swiss non-profit, signals confidence in OceanPal's new strategic direction.
Risks
- The Reporting Person (NEAR Foundation) may change its purpose or formulate different plans or proposals with respect to its investment in OceanPal Inc. at any time.
- The success of OceanPal Inc.'s strategic pivot to acquire the native token of the NEAR Protocol and establish NEAR treasury operations is subject to market conditions and operational execution.
Future Outlook
OceanPal Inc. plans to use the proceeds from this transaction to acquire the native token of the NEAR Protocol and establish its NEAR treasury operations, indicating a strategic shift or diversification into the cryptocurrency space.
Industry Context
This transaction suggests OceanPal Inc., traditionally a shipping company, is diversifying into the cryptocurrency and blockchain sector by acquiring NEAR Protocol tokens and establishing related treasury operations. This move aligns with a broader trend of companies exploring digital assets and blockchain technology for strategic growth or treasury management.
Comparison to Industry Standards
- The filing does not provide specific comparable companies, projects, or results for direct benchmarking.
- A $100 million strategic investment by a non-profit foundation into a publicly traded company for a significant equity stake (10.95% initially, with potential for much more via warrants) represents a substantial capital infusion.
- The strategic pivot towards acquiring native tokens of a blockchain protocol (NEAR Protocol) and establishing treasury operations is a notable departure from traditional shipping industry practices, aligning more with technology or fintech companies exploring digital asset strategies rather than typical maritime operations.
Stakeholder Impact
- Shareholders: Potential dilution from the exercise of pre-funded warrants, but also potential for increased value through strategic diversification and significant capital infusion.
- Company (OceanPal Inc.): Strengthened financial position with $100 million in new capital and a clear strategic direction towards digital assets.
- NEAR Foundation: Gained a significant equity stake and influence in a publicly traded company, potentially expanding its ecosystem reach.
Next Steps
- OceanPal Inc. will proceed with the acquisition of the native token of the NEAR Protocol.
- OceanPal Inc. will establish its NEAR treasury operations.
- OceanPal Inc. will utilize the remaining proceeds for working capital and general corporate purposes.
Key Dates
| Date | Description |
|---|---|
| October 27, 2025 | Date of Subscription Agreement between OceanPal Inc. and NEAR Foundation. |
| October 28, 2025 | Date of event requiring filing of this statement; transaction consummation date. |
| October 29, 2025 | Date as of which 31,121,477 shares of Common Stock were issued and outstanding, as disclosed by OceanPal Inc. in its Prospectus Supplement. |
| November 4, 2025 | Date of signature for the Schedule 13D filing. |
Recommendation
holdOceanPal Inc. has secured a substantial $100 million investment from NEAR Foundation, signaling a significant strategic shift towards the cryptocurrency and blockchain sector. While this capital infusion and diversification could unlock new growth avenues, the success of integrating NEAR Protocol tokens and establishing related treasury operations for a company traditionally in the shipping industry carries considerable execution risk. The long-term impact on profitability and shareholder value remains to be seen, warranting a cautious 'hold' position until more clarity emerges on the new strategy's implementation and performance.
Keywords
OceanPal Inc., NEAR Foundation, Schedule 13D, Common Stock, Pre-funded Warrant, Cryptocurrency, NEAR Protocol, Beneficial Ownership, Investment, Strategic Investment, Treasury Operations, Equity Stake
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