CORRESP Filing
OceanPal Inc.
Date: June 18, 2025 · CIK: 0001869467 · Accession: 0000919574-25-003664
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 11, 2025
Letter
OceanPal Inc. Draft Registration Statement on Form F-1 Submitted May 23, 2025 CIK No. 0001869467
Re:
Dear Ms. Majmudar and Ms. Nicholson: Reference is made to the Draft Registration Statement on Form F-1 (the “F-1”) of OceanPal Inc. (the “Company”) that was confidentially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 23, 2025. By letter dated June 11, 2025 (the “Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments to the F-1. On behalf of the Company, we respond to the Staff’s comments contained in the Comment Letter as set forth below. The following numbered paragraphs correspond to the numbered comments in the Comment Letter. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in the F-1. Draft Registration Statement on Form F-1 submitted May 23, 2025 Cover Page
1.
We note your disclosure regarding the maximum number of Common Shares that could be issued upon exercise of the Warrants pursuant to the zero cash exercise option. Please also disclose, if true, that the number of shares issuable on the exercise of the Warrant under the zero cash exercise option increases as the stock price falls further below the initial exercise price of the Warrant.
Response: In response to the Staff’s comment the Company has updated its cover page of the F-1 to include that the number of shares issuable on the exercise of the Warrant under the zero cash exercise option increases as the stock price falls further below the initial exercise price of the Warrant. The Offering, page 7
2.
We note your disclosure on your prospectus cover page that as a result of the zero exercise price option, you will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Warrants. Please also include such disclosure in this section.
Response: In response to the Staff’s comment the Company has updated its section titled “The Offering” on pages 7-10 to include such disclosure.
Risk Factors Risks Relating to our Company Nasdaq may delist our Common Stock for public interest concerns, page 39
3.
We note you disclose that due to the highly dilutive nature of this offering, Nasdaq may delist your Common Shares for public interest concerns. Please revise to also address the risk of Nasdaq imposing an immediate trading halt of your Common Shares.
Response: In response to the Staff’s comment the Company has updated its section titled “Risk Factors” on pages 41-43 under the caption: “ Nasdaq may halt trading in our Common Shares on Nasdaq or delist our Common Shares for public interest concerns as a result of this offering.”
If you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1265 (horton@sewkis.com), or Jenny Elberg at (212) 574-1657 (elberg@sewkis.com).
Sincerely,
/s/ Edward Horton
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CORRESP 1 filename1.htm Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM 901 K Street, NW WASHINGTON, D.C. 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 June 18, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: OceanPal Inc. Draft Registration Statement on Form F-1 Submitted May 23, 2025 CIK No. 0001869467 Dear Ms. Majmudar and Ms. Nicholson: Reference is made to the Draft Registration Statement on Form F-1 (the “F-1”) of OceanPal Inc. (the “Company”) that was confidentially filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 23, 2025. By letter dated June 11, 2025 (the “Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments to the F-1. On behalf of the Company, we respond to the Staff’s comments contained in the Comment Letter as set forth below. The following numbered paragraphs correspond to the numbered comments in the Comment Letter. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in the F-1. Draft Registration Statement on Form F-1 submitted May 23, 2025 Cover Page 1. We note your disclosure regarding the maximum number of Common Shares that could be issued upon exercise of the Warrants pursuant to the zero cash exercise option. Please also disclose, if true, that the number of shares issuable on the exercise of the Warrant under the zero cash exercise option increases as the stock price falls further below the initial exercise price of the Warrant. Response: In response to the Staff’s comment the Company has updated its cover page of the F-1 to include that the number of shares issuable on the exercise of the Warrant under the zero cash exercise option increases as the stock price falls further below the initial exercise price of the Warrant. The Offering, page 7 2. We note your disclosure on your prospectus cover page that as a result of the zero exercise price option, you will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Warrants. Please also include such disclosure in this section. Response: In response to the Staff’s comment the Company has updated its section titled “The Offering” on pages 7-10 to include such disclosure. Risk Factors Risks Relating to our Company Nasdaq may delist our Common Stock for public interest concerns, page 39 3. We note you disclose that due to the highly dilutive nature of this offering, Nasdaq may delist your Common Shares for public interest concerns. Please revise to also address the risk of Nasdaq imposing an immediate trading halt of your Common Shares. Response: In response to the Staff’s comment the Company has updated its section titled “Risk Factors” on pages 41-43 under the caption: “ Nasdaq may halt trading in our Common Shares on Nasdaq or delist our Common Shares for public interest concerns as a result of this offering.” If you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1265 (horton@sewkis.com), or Jenny Elberg at (212) 574-1657 (elberg@sewkis.com). Sincerely, /s/ Edward Horton Edward Horton