SecProbe.io

CORRESP
 1
 filename1.htm

 July 18, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Washington, DC 20549

 Re:

 OceanPal Inc.

 Registration Statement on Form F-1

 File No. 333-288153

 Ladies and Gentlemen:

 Maxim Group LLC (“Maxim”), as representative of the underwriters for the referenced offering, hereby concurs in the request by OceanPal Inc.
 that the effective date of the above-referenced registration statement be accelerated to 9:00 a.m. (Eastern Time), or as soon as practicable thereafter, on July 21, 2025, pursuant to Rule 461 under the Securities Act.  Maxim affirms that it is aware
 of its obligations under the Securities Act in connection with this offering.

 Very truly yours,

 Maxim Group LLC

 By:

 /s/ Larry Glassberg

 Name: Larry Glassberg
 Title: Co-Head of Investment Banking

CORRESP
 1
 filename1.htm

 OCEANPAL INC.
 Pendelis 26, 175 64 Palaio
 Faliro, Athens, Greece

 July 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549-7010

 Re:

 OceanPal Inc. Registration Statement on Form F-1 (333-288153)

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 intially filed with the U.S. Securities and Exchange Commission (the
 "Commission") on June 18, 2025, be accelerated so that it will be made effective at 9:00 a.m. Eastern Standard Time on July 21, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").
 This letter and request for acceleration of effectiveness of the Registration Statement supersedes our acceleration request fi led with the Commission on July 17, 2025 that had previously requested acceleration for 9:30 a.m. on July 21, 2025.

 The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
 from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for
 the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
 federal securities laws of the United States.

 The undersigned registrant is aware of its obligations under the Act.

 Yours faithfully,

 OCEANPAL INC.

 By:

 /s/ Robert Perri

 Name: Robert Perri

 Title: Chief Executive Officer

CORRESP
 1
 filename1.htm

 OCEANPAL INC.
 Pendelis 26, 175 64 Palaio
 Faliro, Athens, Greece

 July 17, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549-7010

 Re:

 OceanPal Inc. Registration Statement on Form F-1 (333-288153)

 Ladies and Gentlemen:

 The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 intially filed with the U.S. Securities and Exchange Commission (the
 "Commission") on June 18, 2025, be accelerated so that it will be made effective at 9:30 a.m. Eastern Standard Time on July 21, 2025, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

 The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
 from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from its full responsibility for
 the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
 federal securities laws of the United States.

 The undersigned registrant is aware of its obligations under the Act.

 Yours faithfully,

 OCEANPAL INC.

 By:

 /s/ Robert Perri

 Name: Robert Perri

 Title: Chief Executive Officer

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

 July 11, 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.

 Registration Statement on Form F-1 Filed July 3, 2025

 File No. 333-288153

 Dear Mr. Levenberg:

 Reference is made to the Registration Statement on Form F-1 (the “F-1”) of OceanPal Inc. (the “Company”) that was filed with the U.S. Securities and Exchange Commission (the
 “Commission”) on June 18, 2025, as amended on July 3, 2025. By letter dated July 10, 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 Amendment No.2 to the F-1.
 Cover Page

 1.

 Please revise to update the assumed public offering price per Unit. In that regard, we note that the assumed price of $1.61 per Unit is based upon the closing price of your Common Shares on June
 13, 2025.

 Response: In response to the Staff’s comment the Company has updated the assumed public offering price to reflect the closing price of its Common Shares on July 10, 2025.

 2.

 We note your disclosure regarding the floor price of "50% of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement" as it relates to the
 First Reset and the floor price of "30% of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement" as it relates to the Second Reset. We also note the example you have provided regarding the maximum
 number of shares issuable under the Warrants on the First Reset Date, the Second Reset Date and pursuant to the zero cash exercise option, assuming an   offering price of $1.61 per Unit. With respect to
 the calculations used in such example, please disclose the price you have assumed to be "the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement" and disclose, if true, that the assumed floor prices
 used in the example on the cover page may not be indicative of the final floor prices.

 Response: In response to the Staff’s comment, the Company has updated its disclosure to clarify that the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement will be the
 closing price and that the assumed floor prices used in the example on the cover page may not be indicative of the final floor prices.

 3.

 We note your disclosure on your prospectus cover page that if the over-allotment option for Common Shares is exercised in full, the total offering price to the public will be approximately $17.25
 million, based upon the assumed public offering price. However, we also note that your fee table provided in Exhibit 107 indicates a maximum aggregate offering price of $15 million calculated under Rule 457(o), and note that footnote 7 to
 such table suggests that such amount includes the securities that may be sold pursuant to the over-allotment option. Please advise. In addition, please ensure that the legality opinion covers securities that may be issued pursuant to the
 over-allotment option. In that regard, we note that the legality opinion filed as Exhibit 5.1 refers only to the offering of up to $15 million of the company's units.

 Response : In response to the Staff’s comment, the Company has updated its filing fee table and the legality opinion filed as Exhibit 5.1 to reflect the over-allotment option.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Robert Perri
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece

 Re: OceanPal Inc.
 Amended Registration Statement on Form F-1
 Filed July 3, 2025
 File No. 333-288153
Dear Robert Perri:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amended Registration Statement on Form F-1 filed July 3, 2025
Cover Page

1. Please revise to update the assumed public offering price per Unit. In
that regard, we
 note that the assumed price of $1.61 per Unit is based upon the closing
price of your
 Common Shares on June 13, 2025.
2. We note your disclosure regarding the floor price of "50% of the Nasdaq
Official
 Closing Price on the date preceding execution of the Underwriting
Agreement" as it
 relates to the First Reset and the floor price of "30% of the Nasdaq
Official Closing
 Price on the date preceding execution of the Underwriting Agreement" as
it relates to
 the Second Reset. We also note the example you have provided regarding
the
 maximum number of shares issuable under the Warrants on the First Reset
Date, the
 Second Reset Date and pursuant to the zero cash exercise option,
assuming an
 July 10, 2025
Page 2

 offering price of $1.61 per Unit. With respect to the calculations used
in such
 example, please disclose the price you have assumed to be "the Nasdaq
Official
 Closing Price on the date preceding execution of the Underwriting
Agreement" and
 disclose, if true, that the assumed floor prices used in the example on
the cover page
 may not be indicative of the final floor prices.
3. We note your disclosure on your prospectus cover page that if the
over-allotment
 option for Common Shares is exercised in full, the total offering price
to the public
 will be approximately $17.25 million, based upon the assumed public
offering price.
 However, we also note that your fee table provided in Exhibit 107
indicates a
 maximum aggregate offering price of $15 million calculated under Rule
457(o), and
 note that footnote 7 to such table suggests that such amount includes
the securities that
 may be sold pursuant to the over-allotment option. Please advise. In
addition, please
 ensure that the legality opinion covers securities that may be issued
pursuant to the
 over-allotment option. In that regard, we note that the legality opinion
filed as Exhibit
 5.1 refers only to the offering of up to $15 million of the company's
units. .
 Please contact Timothy Levenberg at 202-551-3707 or Laura Nicholson at
202-551-
3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Edward S. Horton, Esq., of Seward & Kissel LLP
</TEXT>
</DOCUMENT>

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

 July 3, 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.

 Registration Statement on Form F-1 Filed June 18, 2025

 File No. 333-288153

 Dear Mr. Levenberg:

 Reference is made to the Registration Statement on Form F-1 (the “F-1”) of OceanPal Inc. (the “Company”) that was filed with the U.S. Securities and Exchange Commission (the
 “Commission”) on June 18, 2025. By letter dated July 2, 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 Amendment No.1 to the F-1.

 Registration Statement on Form F-1 filed June 18, 2025

 Cover Page

 1.

 On the cover page and at page 8, you disclose that the Warrants also contain "certain anti-dilution protections, as further described herein." However, it does not appear that such anti-dilution
 protections are described in the prospectus. Please revise.

 Response: In response to the Staff’s comment the Company has updated its cover page and disclosure on Page 8 of the Amendment No. 1 to the F-1 to remove reference to anti-dilution protections.

 Exhibits

 2.

 We note that the Units include both Unit Shares and Warrant Shares and that the Common Shares will include preferred stock purchase rights, which you describe at page 91. However, we also note
 that the legality opinion filed as Exhibit 5.1 does not appear to cover the legality of such rights. Please obtain and file an expanded opinion to address the legality of such rights. For guidance, please see Section II.B.1.g. of Staff
 Legal Bulletin No. 19 (CF), Legality and Tax Opinions in Registered Offerings (October 14, 2011).

 Response: In response to the Staff’s comment the legality opinion filed as Exhibit 5.1 has been updated to cover the legality of the preferred stock purchase rights.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Robert Perri
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece

 Re: OceanPal Inc.
 Registration Statement on Form F-1
 Filed June 18, 2025
 File No. 333-288153
Dear Robert Perri:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1 filed June 18, 2025
Cover Page

1. On the cover page and at page 8, you disclose that the Warrants also
contain "certain
 anti-dilution protections, as further described herein." However, it
does not appear
 that such anti-dilution protections are described in the prospectus.
Please revise.
Exhibits

2. We note that the Units include both Unit Shares and Warrant Shares and
that the
 Common Shares will include preferred stock purchase rights, which you
describe at
 page 91. However, we also note that the legality opinion filed as
Exhibit 5.1 does not
 appear to cover the legality of such rights. Please obtain and file an
expanded opinion
 to address the legality of such rights. For guidance, please see Section
II.B.1.g. of
 July 2, 2025
Page 2

 Staff Legal Bulletin No. 19 (CF), Legality and Tax Opinions in
Registered Offerings
 (October 14, 2011).
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Timothy S. Levenberg at 202-551-3707 or Laura Nicholson at
202-
551-3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Edward S. Horton, Esq., of Seward & Kissel LLP
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Robert Perri
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece

 Re: OceanPal Inc.
 Draft Registration Statement on Form F-1
 Submitted May 23, 2025
 CIK No. 0001869467
Dear Robert Perri:

 We have conducted a limited review of your draft registration statement
and have the
following comments.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

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.
 June 11, 2025
Page 2
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.
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.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Anuja Majmudar at 202-551-3844 or Laura Nicholson at
202-551-3584
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 25, 2023
Robert Perri
Chief Executive Officer
OceanPal Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece
Re:OceanPal Inc.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed March 30, 2023
File No. 001-40930
Dear Robert Perri:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

            Seward & Kissel llp

            ONE BATTERY PARK PLAZA

            NEW YORK, NEW YORK  10004

            WRITER’S DIRECT DIAL

            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

              September 22, 2023

    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.

    Form 20-F for the Fiscal Year ended December 31, 2022

    Filed March 30, 2023

    File No. 001-40930

    Dear Ms. Gallagher:

    This letter is submitted on behalf of OceanPal Inc. (the “Company”) in response to the comment of the staff of the Division of Corporation
      Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed on March 30, 2023 (the “20-F”), as set forth in the
      Staff’s letter dated September 15, 2023 (the “Comment Letter”). The Company is concurrently filing its Amendment No. 1 to the 20-F to address the Staff’s comment in the Comment Letter.

    For the Staff’s convenience, we have incorporated your comment into this response letter in italics.

    Form 20-F for the Fiscal Year ended December 31, 2022

    Exhibits

    1. We note that your officer certifications at Exhibits 12.1 and 12.2 exclude the language of paragraph 4(b) and the introductory language in
      paragraph 4 regarding responsibilities for establishing and maintaining internal control over financial reporting and the associated design objectives for which certification is required.

    Please amend your annual report to include certifications having all of the prescribed language as set forth in paragraph 12 of Item 19 of Form
      20-F.

    The Company respectfully advises the Staff that it has filed an Amendment No. 1 to the 20-F to include in the officer certifications provided in Exhibits 12.1 and
      12.2 paragraph 4(b) and the reference to internal control over financial reporting in the introductory language of paragraph 4 pursuant to paragraph 12 of Item 19 of Form 20-F. Additionally, the Company has limited this Amendment No.1 to the 20-F to
      the cover page, explanatory note, signature page, and paragraphs 1, 2, 4 and 5 of the certifications pursuant to Question 246.13 of the Compliance and Disclosure Interpretations of Regulation S-K.

    If you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212)
      574-1265 (horton@sewkis.com).

            Sincerely,

            /s/ Edward S. Horton

            Edward S. Horton, Esq.

United States securities and exchange commission logo
September 15, 2023
Robert Perri
Chief Executive Officer
OceanPal Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece
Re:OceanPal Inc.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed March 30, 2023
File No. 001-40930
Dear Robert Perri:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2022
Exhibits
1.We note that your officer certifications at Exhibits 12.1 and 12.2 exclude the language of
paragraph 4(b) and the introductory language in paragraph 4 regarding responsibilities for
establishing and maintaining internal control over financial reporting and the associated
design objectives for which certification is required.

Please amend your annual report to include certifications having all of the prescribed
language as set forth in paragraph 12 of Item 19 of Form 20-F.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameRobert Perri
 Comapany NameOceanPal Inc.
 September 15, 2023 Page 2
 FirstName LastName
Robert Perri
OceanPal Inc.
September 15, 2023
Page 2

            You may contact Jenifer Gallagher, Staff Accountant at (202) 551-3706 or Karl Hiller,
Branch Chief at (202) 551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

      July 12, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

          Re:

            OceanPal Inc. Registration Statement on Form F-3 (333-273073)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on
      Form F-3 intially filed with the U.S. Securities and Exchange Commission (the "Commission") on June 30, 2023, be accelerated so that it will be made effective at 3:00 p.m. Eastern Standard Time on July 14, 2023, or as soon thereafter as practicable,
      pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to
      delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
      effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Robert Perri

            Name: Robert Perri

            Title: Chief Executive Officer

United States securities and exchange commission logo
July 10, 2023
Robert Perri
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio Faliro,
Athens, Greece
Re:OceanPal Inc.
Registration Statement on Form F-3
Filed June 30, 2023
File No. 333-273073
Dear Robert Perri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Daniel Morris, Legal
Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

CORRESP
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

            May 9, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-271429)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed with the U.S. Securities and Exchange
      Commission (the “Commission”) on April 25, 2023, be accelerated so that it will be made effective at 3:00 p.m. Eastern Time on May 11, 2023, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the
      “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not
      foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned registrant from
      its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
      or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

              Yours faithfully,

              OCEANPAL INC.

              By:   /s/ Robert Perri

              Name:  Robert Perri

              Title: Chief Executive Officer

United States securities and exchange commission logo
May 3, 2023
Robert Perri
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Registration Statement on Form F-1
Filed April 25, 2023
File No. 333-271429
Dear Robert Perri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Mitchell Austin,
Acting Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton, Esq. of Seward & Kissel LLP

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

            March  3, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-269961)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission (the “Commission”) on February 23, 2023, be accelerated so that it will be made effective at 9:00 a.m. Eastern Standard Time on March 8, 2023, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare
      the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
      the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any
      proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Robert Perri

            Name:

            Robert Perri

            Title:

            Chief Executive Officer

United States securities and exchange commission logo
March 1, 2023
Robert Perri
Chief Executive Officer
OceanPal Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece
Re:OceanPal Inc.
Registration Statement on Form F-1
Filed February 23, 2023
File No. 333-269961
Dear Robert Perri:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    February 6, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2022, be accelerated so that it will be made effective at 9:00 a.m. Eastern Standard Time on February 8, 2023, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare
      the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
      the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any
      proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Robert Perri

            Name:

            Robert Perri

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

               January 26, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on
      Form F-1 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2022, be accelerated so that it will be made effective at 9:00 a.m. Eastern Standard Time on January 27, 2023, or as soon thereafter as
      practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to
      delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
      effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

             /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    January 26, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

            OceanPal Inc.

            Registration Statement on Form F-1, as amended

            Initially Filed April 7, 2022

            File No. 333-264167

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence via EDGAR on January 26, 2023, in which we requested the acceleration of the effective date of the above-referenced
      Registration Statement on Form F-1 for 9:00 a.m., Eastern Time, on Friday, January 27, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

    We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

            January 24, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

            OceanPal Inc.

            Registration Statement on Form F-1, as amended

            Initially Filed April 7, 2022

            File No. 333-264167

            Re:

            OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence via EDGAR on January 23, 2023, in which we requested the acceleration of the effective
      date of the above-referenced Registration Statement on Form F-1 for 5:00 p.m., Eastern Time, on Tuesday, January 24, 2023, in accordance with Rule 461 under the Securities Act of 1933, as amended.

    We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
      acceleration of the effective date.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
filename1.htm

    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

            January 23, 2023

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2022, be accelerated so that it will be made effective at 5:00 p.m. Eastern Standard Time on January 24, 2023, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare
      the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
      the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any
      proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
filename1.htm

    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    December 22, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

            OceanPal Inc.

            Registration Statement on Form F-1, as amended

            Initially Filed April 7, 2022

            File No. 333-264167

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence via EDGAR on December 21, 2022, in which we requested the acceleration of the effective date of the above-referenced
      Registration Statement on Form F-1 for 5:00 p.m., Eastern Time, on Thursday, December 22, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

    We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

              Yours faithfully,

              OCEANPAL INC.

              By:

                /s/ Eleftherios Papatrifon

              Name:

              Eleftherios Papatrifon

              Title:

              Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

            December 21, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

          Re:

            OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on
      Form F-1 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2022, be accelerated so that it will be made effective at 5:00 p.m. Eastern Standard Time on December 22, 2022, or as soon thereafter as
      practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to
      delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
      effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    December 15, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

              Re:

              OceanPal Inc.

              Registration Statement on Form F-1, as amended

              Initially Filed April 7, 2022

              File No. 333-264167

            Re:

              Withdrawal of Request for Acceleration of Effectiveness for OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    Reference is made to our letter, filed as correspondence via EDGAR on December 13, 2022, in which we requested the acceleration of the effective date of the above-referenced
      Registration Statement on Form F-1 for 9:00 a.m., Eastern Time, on Friday, December 16, 2022, in accordance with Rule 461 under the Securities Act of 1933, as amended.

    We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

            Yours faithfully,

            OCEANPAL INC.

            By:

              /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    December 13, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

          Re:

            OceanPal Inc. Registration Statement on Form F-1 (No. 333-264167)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission (the “Commission”) on April 7, 2022, be accelerated so that it will be made effective at 9:00 a.m. Eastern Standard Time on December 16, 2022, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare
      the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
      the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any
      proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:

              /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

CORRESP
1
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    OCEANPAL INC.

    Pendelis 26, 175 64 Palaio

    Faliro, Athens, Greece

    November 22, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

      100 F Street N.E.

    Washington, D.C. 20549-7010

            Re:

              OceanPal Inc. Registration Statement on Form F-1 (No. 333-267867)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above-captioned Registration Statement on Form F-1 initially filed
      with the U.S. Securities and Exchange Commission (the “Commission”) on October 13, 2022, be accelerated so that it will be made effective at 4:00 p.m. Eastern Standard Time on November 28, 2022, or as soon thereafter as practicable, pursuant to Rule
      461(a) of the Securities Act of 1933, as amended (the “Act”).

    The undersigned registrant hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare
      the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
      the undersigned registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the undersigned registrant may not assert staff comments and the declaration of effectiveness as a defense in any
      proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    The undersigned registrant is aware of its obligations under the Act.

            Yours faithfully,

            OCEANPAL INC.

            By:           /s/ Eleftherios Papatrifon

            Name:     Eleftherios Papatrifon

            Title:       Chief Executive Officer

CORRESP
1
filename1.htm

    Seward &
                                            Kissel llp

    ONE BATTERY
    PARK PLAZA

    NEW YORK, NEW
    YORK 10004

    WRITER’S
    DIRECT DIAL
    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

November 4, 2022

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.

    Registration Statement on Form F-1

    Filed October 13, 2022

    File No. 333-267867

Dear Mr. Purcell:

This
letter sets forth the response of OceanPal Inc. (the “Company”) to the comment letter dated November 2, 2022
(the “Comment Letter”) of the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) with respect to the Company’s registration statement on Form F-1
(File No. 333-267867) (the “Registration Statement”) filed on October 13, 2022 via EDGAR. The Company is
today submitting via EDGAR this letter together with its amended filing on Form F-1, which responds to the Staff’s comment
contained in the Comment Letter. Any capitalized terms used herein but not defined shall have the meaning ascribed to them in the Registration
Statement.

Registration Statement on Form F-1
Compensation, page 67

1.             We
note your disclosure on page 67 that you have no direct employees, and the services of your Executive Officers are provided by Steamship
Shipbroking Enterprises, Inc. Please revise to disclose the amount of compensation paid, and benefits in kind granted, to the company’s
directors and members of its administrative, supervisory or management bodies, for services in all capacities to the company and its
subsidiaries by any person. See Item 6.B. of Form 20-F.

In
response to the Staff’s comment, the Company has amended the disclosure on page 67 of the Registration Statement to include
the aggregate amount of compensation paid to the Company’s executive officers for its 2021 fiscal year, which reflected the period
from the Company’s commencement of operations (November 29, 2021) through December 31, 2021, as set forth below:

Aggregate
executive compensation (which includes amounts paid to Steamship Shipbroking Enterprises Inc.) for 2021 was $0.19 million. Since November 2021,
the services of our executive officers have been provided by Steamship Shipbroking Enterprises Inc., an affiliated company, pursuant
to the agreements described in "Directors, Senior Management and Employees - Related Party Transactions". Under the agreements
in effect during 2021, fees for 2021 amounted to $0.19 million. We consider fees under these agreements to constitute the compensation
paid to our executives.

The
Company supplementally advises the Staff that full year 2022 aggregate executive compensation will be reflected in the Company’s
annual report on Form 20-F for the fiscal year ending December 31, 2022.

If
you have any questions or comments concerning the enclosed, please feel free to contact the undersigned at (212) 574-1265 (horton@sewkis.com).

    Sincerely,

    /s/ Edward S. Horton

    Edward S. Horton, Esq.

United States securities and exchange commission logo
November 2, 2022
Eleftherios Papatrifon
Chief Executive Officer
OceanPal Inc.
Pendelis 26, 175 64 Palaio
Faliro, Athens, Greece
Re:OceanPal Inc.
Registration Statement on Form F-1
Filed October 13, 2022
File No. 333-267867
Dear Eleftherios Papatrifon:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Compensation, page 67
1.We note your disclosure on page 67 that you have no direct employees, and the services of
your Executive Officers are provided by Steamship Shipbroking Enterprises,
Inc. Please revise to disclose the amount of compensation paid, and benefits in kind
granted, to the company’s directors and members of its administrative, supervisory or
management bodies, for services in all capacities to the company and its subsidiaries by
any person. See Item 6.B. of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameEleftherios Papatrifon
 Comapany NameOceanPal Inc.
 November 2, 2022 Page 2
 FirstName LastName
Eleftherios Papatrifon
OceanPal Inc.
November 2, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Kevin Dougherty,
Staff Attorney at 202-551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

United States securities and exchange commission logo
March 21, 2022
Eleftherios Papatrifon
Chief Executive Officer
OceanPal Inc.
Pendelis 26, 175 64 Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Draft Registration Statement on Form F-1
Submitted March 11, 2022
CIK No. 0001869467
Dear Mr. Papatrifon:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

CORRESP
1
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            January 18, 2022

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C.  20549

    Attn: Kevin Dougherty

            Re:

            OceanPal Inc.

            Registration Statement on Form F-1

            Filed January 12, 2022

            File No. 262129

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group
      LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m., Washington D.C. time, on Thursday, January 20, 2022, or as
      soon thereafter as may be practicable.

    Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus
      dated January 12, 2022 have been distributed to prospective dealers, institutional investors, retail investors and others.

    The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
      amended.

            Very truly yours,

            Maxim Group LLC

            By:

            /s/ Clifford Teller

            Name: Clifford Teller

              Title: Executive Managing Director, Head of Investment Banking

CORRESP
1
filename1.htm

    OCEANPAL INC.

    5 Pendelis 26, 175 64

    Palaio Faliro, Athens, Greece

            January 18, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

            Re:

            OceanPal Inc.

            Registration Statement on Form F-1 (No. 333-262129)

    Ladies and Gentlemen:

    The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement, filed with the United States Securities and Exchange Commission
      on Form F-1 on January 12, 2022, as thereafter amended, be accelerated so that it will be made effective at 5:00 p.m. Eastern Time on January 20, 2022, or as soon thereafter as practicable, pursuant to Rule 461(a) of the Securities Act of 1933, as
      amended (the "Act").

    The undersigned registrant is aware of its obligations under the Act.

    Should you have any questions regarding this request, please do not hesitate to contact Edward S. Horton at (212) 574-1265, of Seward & Kissel LLP, counsel to the undersigned
      registrant.

            Yours truly,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name: Eleftherios Papatrifon

            Title:   Chief Executive Officer

United States securities and exchange commission logo
December 16, 2021
Eleftherios Papatrifon
Chief Executive Officer
OceanPal Inc.
c/o Steamship Shipbroking Enterprises Inc.
Pendelis 26, 175 64 Palaio Faliro, Athens, Greece
Re:OceanPal Inc.
Draft Registration Statement on Form F-1
Submitted December 8, 2021
CIK No. 0001869467
Dear Mr. Papatrifon:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward S. Horton, Esq.

CORRESP
1
filename1.htm

      OceanPal Inc.

      Pendelis 26, 17564 Palaio Faliro

      Athens, Greece

      + 30-210-9485-360

            November 24, 2021

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, D.C. 20549

            Re:

            OceanPal Inc.

            Registration Statement on Form 20-F (File No. 001-40930)

      Ladies and Gentlemen:

      The undersigned registrant hereby requests that the effectiveness of the above captioned Registration Statement on Form 20-F, initially filed with the U.S. Securities and
        Exchange Commission on October 19, 2021, as thereafter amended, be accelerated so that it will be made effective at 3:00 p.m. Eastern Time on Monday, November 29, 2021, or as soon thereafter as practicable, pursuant to Section 12(d) and Rule 12d1-1
        of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

      The undersigned registrant hereby requests accelerated effectiveness in connection with the completion of the registration of the Company’s common shares, par value $0.01 per
        share, under Section 12(b) of the Exchange Act, and planned listing on the Nasdaq Capital Market.

      Should you have any questions regarding this request, please do not hesitate to contact Edward S. Horton at (212) 574-1265 of Seward & Kissel LLP, counsel to the undersigned
        registrant.

            Yours truly,

            OCEANPAL INC.

            By:

            /s/ Eleftherios Papatrifon

            Name:

            Eleftherios Papatrifon

            Title:

            Chief Executive Officer

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

    November 17, 2021

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            OceanPal Inc.

              Amendment No. 1 to Registration Statement on Form 20-F

              Filed November 2, 2021

              File No. 001-40930

    Ladies and Gentlemen:

    Reference is made to the registration statement on Form 20-F (the “Registration Statement”) filed by OceanPal Inc. (the “Company”), with the U.S. Securities and Exchange
      Commission (the “Commission”) on October 19, 2021, as amended.  By letter dated November 16, 2021 (the “Comment Letter”), the staff of the Commission (the “Staff”) provided the Company with its comments regarding Amendment
      No. 1 to the Registration Statement, filed by the Company with the Commission on November 2, 2021.

    The Company is submitting via EDGAR this letter, which responds to the Staff’s comments contained in the Comment
      Letter, and has filed via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the changes made in response to the Comment
      Letter and certain changes to reflect the passage of time.

    The following numbered paragraphs correspond to the numbered paragraphs in the Comment Letter.

    Amendment No. 1 to Form 20-F filed November 2, 2021

    Item 7. Major Shareholders and Related Party Transactions

    B. Related Party Transactions

    Diana Shipping Inc. Non-Competition Agreement, page 59

          1.

            We note your disclosure that Diana Shipping granted you a right of first refusal over any opportunity available to Diana Shipping (or any of its
              subsidiaries) to acquire or charter-in any dry bulk vessel that “meets certain specifications.” Please describe such specifications set forth in the agreement. In that regard, we note the specifications set forth in the non-competition
              agreement filed as Exhibit 4.4. In addition, please disclose the termination provisions set forth in the non-competition agreement.

      U.S. Securities and Exchange Commission

      November 17, 2021

      Page 2

    The Company has included additional disclosure describing the vessel specifications and the
      termination provisions set forth in the Non-Competition Agreement. Please see pages 59-60 of Amendment No. 2.

    Steamship Shipbroking Enterprises Inc., page 59

          2.

            Please revise your disclosure to include the material terms of the Form of Management Agreement with Steamship Shipbroking Enterprises Inc. filed as
              Exhibit 4.7. In addition, we note your disclosure here and on page 33 indicating that Steamship will be providing administrative services and brokerage services pursuant to an Administrative Agreement and a Brokerage Services Agreement. We
              also note your disclosure on page 57 that the services of your chief executive officer and president and interim chief financial officer are provided by Steamship under your administrative services agreement with Steamship. Please file your
              administrative agreement and brokerage services agreement with Steamship, and disclose any material terms set forth in such agreements. Refer to comment 10 in our letter dated July 21, 2021.

    The Company has included additional disclosure describing the material terms of the forms of
      Management Agreement, Administrative Services Agreement and Brokerage Services Agreement. Please see page 59 of Amendment No. 2. The Company has also filed forms of the Administrative Services Agreement and Brokerage Services Agreement as Exhibits
      4.8 and 4.9, respectively.

    Diana Wilhelmsen Management Limited, page 60

          3.

            Please disclose all material terms of the management agreement with Diana Wilhelmsen Management Limited, including the fees payable under the
              agreement and the provisions related to termination of the agreement. Please also provide risk factor disclosure relating to the termination provisions, or tell us why you do not believe that such provisions present a material risk.

    The Company has included disclosure describing the fees payable under the management agreement and the termination
      provisions of the management agreement. Please see page 60 of Amendment No. 2. The Company has also included additional risk factor disclosure relating to the termination provisions. Please see page 21 of Amendment No. 2.

    *     *     *     *     *

      U.S. Securities and Exchange Commission

      November 17, 2021

      Page 3

    If you have any questions or comments concerning this letter, please feel free to contact the
      undersigned at (212) 574-1265.

            Sincerely,

            SEWARD & KISSEL LLP

            By:

            /s/

            Edward S. Horton

            Edward S. Horton

            cc:

            Eleftherios Papatrifon Chief Executive Officer

            Ioannis Zafirakis, Interim Chief Financial Officer

            OceanPal Inc.

            Pendelis 26

            175 64 Palaio Faliro

            Athens, Greece

United States securities and exchange commission logo
November 16, 2021
Ioannis Zafirakis
Secretary
OceanPal Inc.
Ymittou 6
175 64 Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Amendment No. 1 to Registration Statement on Form 20-F
Filed November 2, 2021
File No. 001-40930
Dear Mr. Zafirakis:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 20-F filed November 2, 2021
Item 7. Major Shareholders and Related Party Transactions
B. Related Party Transactions
Diana Shipping Inc. Non-Competition Agreement, page 59
1.We note your disclosure that Diana Shipping granted you a right of first refusal over any
opportunity available to Diana Shipping (or any of its subsidiaries) to acquire or charter-in
any dry bulk vessel that “meets certain specifications.”  Please describe such
specifications set forth in the agreement.  In that regard, we note the specifications set
forth in the non-competition agreement filed as Exhibit 4.4.  In addition, please disclose
the termination provisions set forth in the non-competition agreement.

 FirstName LastNameIoannis Zafirakis
 Comapany NameOceanPal Inc.
 November 16, 2021 Page 2
 FirstName LastName
Ioannis Zafirakis
OceanPal Inc.
November 16, 2021
Page 2
Steamship Shipbroking Enterprises Inc., page 59
2.Please revise your disclosure to include the material terms of the Form of Management
Agreement with Steamship Shipbroking Enterprises Inc. filed as Exhibit 4.7.  In addition,
we note your disclosure here and on page 33 indicating that Steamship will be providing
administrative services and brokerage services pursuant to an Administrative Agreement
and a Brokerage Services Agreement.  We also note your disclosure on page 57 that the
services of your chief executive officer and president and interim chief financial officer
are provided by Steamship under your administrative services agreement with Steamship.
Please file your administrative agreement and brokerage services agreement with
Steamship, and disclose any material terms set forth in such agreements. Refer to
comment 10 in our letter dated July 21, 2021.
Diana Wilhelmsen Management Limited, page 60
3.Please disclose all material terms of the management agreement with Diana Wilhelmsen
Management Limited, including the fees payable under the agreement and the provisions
related to termination of the agreement.  Please also provide risk factor disclosure relating
to the termination provisions, or tell us why you do not believe that such provisions
present a material risk.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-
Advisor, at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at (202) 551-
3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

United States securities and exchange commission logo
September 1, 2021
Ioannis Zafirakis
Secretary
OceanPal Inc.
Ymittou 6
175 64 Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted August 10, 2021
CIK No. 0001869467
Dear Mr. Zafirakis:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Explanatory Note, page 3
1.We note your response to our prior comment 2.  Please revise your disclosure to describe
the reasons for the spin-off transaction, as you state in your response.  In addition, please
disclose why you have structured the transaction to create the Series B Preferred Shares
and Series C Convertible Preferred Shares, and to issue such shares to the Parent.

 FirstName LastNameIoannis Zafirakis
 Comapany NameOceanPal Inc.
 September 1, 2021 Page 2
 FirstName LastName
Ioannis Zafirakis
OceanPal Inc.
September 1, 2021
Page 2
General
2.We note your response to our prior comment 12 that the distribution of the OceanPal
shares to the shareholders of the Parent will not constitute a “sale” within the meaning of
Section 2(a)(3) of the Securities Act because the distribution will meet the conditions in
Staff Legal Bulletin No. 4.  We also note your response that the spin-off will not
fundamentally alter the nature of the investment of the Parent’s shareholders, when
comparing their (1) pre-spin-off economic ownership of and voting power as to the Parent
and (2) combined post-spin-off economic ownership of and voting power as to the Parent
and the Company, such that the Parent’s shareholders will be providing “value” for the
OceanPal shares.  Please provide additional analysis as to whether the transactions in
connection with the distribution would fundamentally alter the nature of the Diana
Shipping shareholders’ investment such that the shareholders are providing value for the
OceanPal shares.  In that regard, please provide an analysis of the shareholders’ economic
and voting interests in Diana Shipping prior to the transactions compared to their
economic and voting interests in Diana Shipping and OceanPal after the transactions.
Please ensure to include an analysis with respect to the rights of holders of each class of
Diana Shipping’s outstanding capital stock, and to also describe the extent to which the
features of the OceanPal Series B Preferred Shares and Series C Convertible Preferred
Shares will differ from the features of the Diana Shipping Series B Preferred Shares and
Series C Preferred Shares.  In addition, please tell us whether the holders of Diana
Shipping’s preferred stock will receive OceanPal common shares in the distribution, and
whether they will receive OceanPal preferred shares in connection with the distribution.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-
Advisor, at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at (202) 551-
3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton

United States securities and exchange commission logo
July 21, 2021
Ioannis Zafirakis
Secretary
OceanPal Inc.
Ymittou 6
175 64 Palaio Faliro
Athens, Greece
Re:OceanPal Inc.
Draft Registration Statement on Form 20-F
Submitted June 24, 2021
CIK No. 0001869467
Dear Mr. Zafirakis:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20-F Submitted June 24, 2021
Forward-Looking Statements, page 5
1.We note that your disclosure on page 5 suggests that the safe harbor protections for
forward-looking statements set forth in the Private Securities Litigation Reform Act of
1995 apply to the statements made in this registration statement.  Please tell us your basis
for such disclosure, or revise to remove such suggestion.
Explanatory Note, page 7
2.Please briefly describe the reasons for the spin-off transaction.

 FirstName LastNameIoannis Zafirakis
 Comapany NameOceanPal Inc.
 July 21, 2021 Page 2
 FirstName LastNameIoannis Zafirakis
OceanPal Inc.
July 21, 2021
Page 2
Item 4. Information on the Company
Our Customers, page 37
3.Please disclose all material terms of your charter agreements, including any provisions
regarding termination of the agreements.  In addition, please tell us what consideration
you have given to filing the charter agreements discussed in this section.  Refer to
Instruction 4(b)(ii) of the Instructions to Exhibits of Form 20-F.
Operating and Financial Review and Prospects
Liquidity and Capital Resources, page 55
4.We note your disclosure in which you state you do not have any contractual obligations,
including capital expenditures for vessel acquisitions or debt as of the date of the
registration statement.  Please confirm your Parent does not have a mortgage loan for any
of the vessels to be contributed to you as we would expect the carve out financial
statements to reflect this related liability.
Operating results
Results of Operations of OceanPal Inc. Predecessor, page 55
5.We note your disclosure in which you state the increase in vessel operating expenses was
mainly due to expenses relating to an incident of one of your vessels and vessel annual
taxes.  Please expand your discussion to provide further details of the incident involving
your vessel.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 64
6.Please revise your disclosure to identify the natural person(s) who have voting or
investment control with respect to the shares held by Kopernik Global Investors, LLC
and Hosking Partners LLP.
Item 8. Financial information
Dividend Policy, page 67
7.Please revise to disclose your policy on dividend distributions for the Series C Preferred
shareholders.
Item 10. Additional Information
A. Share capital
Series C Preferred Stock, page 69
8.Please revise to describe the rights, preferences and restrictions attaching to the Series C
Preferred Shares.  For example, we note your disclosure on page 65 regarding certain
limited voting rights.

 FirstName LastNameIoannis Zafirakis
 Comapany NameOceanPal Inc.
 July 21, 2021 Page 3
 FirstName LastName
Ioannis Zafirakis
OceanPal Inc.
July 21, 2021
Page 3
Financial Statements
Note 12 - Subsequent Events, page F-13
9.Please disclose the actual date through which subsequent events were evaluated as
required by FASB ASC 855-10-50-1.
Exhibits
10.We note your disclosure regarding material contracts on page 72.  Please file your joint
venture agreement with Diana Wilhelmsen Management Limited and the agreements
entered into with Steamship Shipbroking Enterprises Inc. as exhibits to your registration
statement.
General
11.You indicate on the cover page that you qualify as an “emerging growth company.”   If so,
please discuss such status in your filing.
12.Please provide an analysis of whether the distribution of the OceanPal shares to the
shareholders of Diana Shipping, Inc. constitutes a sale under Section 2(a)(3) of the
Securities Act.  In this regard, explain whether the transactions in connection with the
distribution would fundamentally alter the nature of the Diana Shipping shareholders’
investment such that the shareholders are providing value for the OceanPal shares.  For
example, discuss the shareholders’ economic and voting interests in Diana Shipping prior
to the transactions compared to their economic and voting interests in Diana Shipping and
OceanPal after the transactions.
            You may contact Jenifer Gallagher, Staff Accountant, at (202) 551-3706 or John
Cannarella, Staff Accountant, at (202) 551-3337 if you have questions regarding comments on
the financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-
Advisor, at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at (202) 551-
3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Horton