SCHEDULE: OceanPal Insider Ownership Shifts to Family Trust

Sentiment:

Beneficial Ownership Update


An amendment to Schedule 13D reveals the transfer of Blackdragon Ventures LLC's ownership, holding 10.4% of OceanPal Inc. shares, from Illia Polosukhin to his mother, Tamara Polosukhina, for estate planning.

Summary

  • Blackdragon Ventures LLC, a significant shareholder in OceanPal Inc., transferred its membership interests from Illia Polosukhin to his mother, Tamara Polosukhina.
  • The transfer was completed on December 31, 2025, for estate and family planning purposes, with no monetary consideration exchanged.
  • As a result, Tamara Polosukhina now indirectly beneficially owns 3,592,156 shares of OceanPal Common Stock, representing approximately 10.4% of the outstanding shares.
  • Illia Polosukhin no longer has voting or dispositive power over these shares through Blackdragon Ventures LLC.
  • Illia Polosukhin continues to serve as an independent business advisor to SovereignAI Services LLC, an OceanPal subsidiary, under a two-year agreement effective November 19, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development. The internal ownership transfer itself is not directly impactful on company operations, but the continued advisory role of a key crypto figure suggests ongoing strategic direction in a growth area.

Positives

  • Illia Polosukhin remains involved with OceanPal Inc. as a business advisor, providing strategic guidance in the crypto technology sector.
  • The ownership transfer is for estate and family planning, suggesting a long-term perspective on the investment.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from OceanPal Inc. It primarily details an internal ownership transfer of a significant shareholder and the continued advisory role of Illia Polosukhin.

Management Comments

  • The transfer was effected for estate and family planning purposes.
  • Mr. Polosukhin continues to serve as an advisor to SovereignAI Services LLC, a subsidiary of the Issuer, pursuant to the Business Advisor Agreement.

Industry Context

StockSavvy.ai notes that while this filing primarily concerns an internal ownership transfer of a significant shareholder, the continued advisory role of Illia Polosukhin, co-founder of NEAR Protocol, to OceanPal's subsidiary SovereignAI Services LLC, highlights OceanPal's strategic interest in the crypto technology sector. This aligns with a broader trend of traditional shipping companies exploring diversification into digital assets or technology-driven ventures to enhance value or operational efficiency.

Comparison to Industry Standards

  • This filing is an amendment to a Schedule 13D, which is standard for reporting changes in beneficial ownership exceeding 5%. The details of the transfer for "estate and family planning purposes" are typical for high-net-worth individuals managing their assets.
  • The advisory role of Illia Polosukhin, a prominent figure in the crypto space (NEAR Protocol), suggests OceanPal Inc. is actively seeking expertise in emerging technologies, similar to how other companies in traditional sectors like Maersk or CMA CGM have invested in logistics tech or digitalization initiatives to stay competitive.
  • The 10.4% beneficial ownership stake held by Blackdragon Ventures LLC (now controlled by Tamara Polosukhina) is a substantial passive investment, common among institutional or family office investors in publicly traded companies.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Managing Member of Blackdragon Ventures LLCIllia PolosukhinTamara Polosukhina2025-12-31Transfer of membership interests for estate and family planning purposes.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Advisory Role FormalizationIllia Polosukhin's role as Chair of the Advisory Committee was formalized into a Business Advisor Agreement with SovereignAI Services LLC.2025-11-19Formalizes strategic guidance in crypto technology, potentially enhancing the subsidiary's direction in this area.

Related Party Transactions

  • Transfer of Blackdragon Ventures LLC membership interests from Illia Polosukhin to his mother, Tamara Polosukhina, without monetary consideration, for estate and family planning purposes.
  • Illia Polosukhin's Business Advisor Agreement with SovereignAI Services LLC, a subsidiary of OceanPal Inc.

Stakeholder Impact

  • Shareholders: The beneficial ownership of 10.4% remains with the same family, indicating continued long-term interest. Illia Polosukhin's advisory role could benefit the company's strategic direction in crypto.
  • Management: Illia Polosukhin continues to provide strategic advice to a subsidiary, maintaining a connection to the company's strategic initiatives.

Next Steps

  • Illia Polosukhin will continue to provide strategic advice to SovereignAI Services LLC for a two-year term from November 19, 2025.

Key Dates

DateDescription
2025-11-19Illia Polosukhin entered into a Business Advisor Agreement with SovereignAI Services LLC, a subsidiary of OceanPal Inc.
2025-11-29OceanPal Inc. filed Form 6-K reporting 34,300,471 shares of Common Stock outstanding.
2025-12-16Original Schedule 13D filed with the SEC by Blackdragon Ventures, LLC and Illia Polosukhin.
2025-12-31Illia Polosukhin transferred all membership interests in Blackdragon Ventures LLC to Tamara Polosukhina for estate and family planning purposes.
2026-02-12Date of signing for this Amendment No. 1 to Schedule 13D.

Recommendation

hold

This filing primarily details an internal family ownership transfer and the formalization of an advisory role, which were largely anticipated. It does not present new information that would fundamentally alter the investment thesis for OceanPal Inc. The continued involvement of Illia Polosukhin as an advisor in the crypto space is a minor positive, but the overall impact on the company's financial performance or strategic direction is not significant enough to warrant a change from a 'hold' position based solely on this filing.

Keywords

OceanPal Inc., OP, Schedule 13D/A, Beneficial Ownership, Insider Ownership, Blackdragon Ventures, Illia Polosukhin, Tamara Polosukhina, Estate Planning, Corporate Governance, Shareholder Update, SEC Filing, NEAR Protocol, SovereignAI Services

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