[SCHEDULE 13D/A] OceanPal Inc. SEC Filing

Rhea-AI Filing Summary

OceanPal Inc. Schedule 13D Amendment No. 19 reports that Abra Marinvest Inc. and its sole owner, Ioannis Zafirakis, may be deemed to beneficially own 2,200,590 common shares, or 24.74% of OceanPal's 6,696,039 outstanding shares as of September 3, 2025. That beneficial ownership arises from Abra's holdings of Series D Preferred (3,104 shares, convertible into 1,581,897 common shares, ~17.78%) and Series C Preferred (1,214 shares, convertible into 618,693 common shares, ~6.95%). The filing states conversions are subject to ownership restrictions (preventing conversions that would exceed 49%) and that the holdings were acquired through equity awards, distributions and issuances related to vessel purchases and distributions.

Positive

• Material economic stake disclosed: Reporting Persons disclose beneficial ownership of 2,200,590 shares (24.74%), providing transparency to investors.
• Clear origin of holdings: Holdings arise from Series C awards and Series D issuances tied to vessel transactions and distributions, clarifying past financing and consideration.

Negative

• Concentration risk: A single individual (via Abra) effectively controls nearly 25% of the company, which may concentrate influence.
• Conversion restrictions: Preferred-to-common conversions are subject to ownership caps (cannot convert to exceed 49%), which may complicate future capital-structure changes.

Insights

Corporate Governance Expert

TL;DR: A single controller reaches a near-25% economic stake via convertible preferreds, increasing influence while conversion is capped by ownership limits.

The filing shows Abra and Mr. Zafirakis hold economic exposure to 24.74% of OceanPal through convertible Series C and D preferred stock rather than direct common shares. From a governance perspective, this is material: a near-25% position can materially influence shareholder votes and strategic outcomes, especially given Zafirakis' Board and Executive Committee roles. However, conversion mechanics and the explicit 49% cap limit immediate escalation to majority control. Investors should note the distinction between beneficial ownership via convertible preferreds and direct common share ownership when assessing voting dynamics and potential dilution.

Securities Analyst

TL;DR: Convertible preferreds create significant economic interest (2.2M shares, 24.74%), with material implications for ownership concentration and potential future dilution.

From a capital-structure viewpoint, the position is economically material: Abra's 3,104 Series D and 1,214 Series C preferreds convert into a combined 2,200,590 common shares. The filing discloses recent issuance activity tied to vessel purchases and distributions, and sales of some Series D preferreds in October 2024. Because the convertible preferreds carry conversion rights subject to caps, conversions could change common share counts and ownership percentages, affecting per-share metrics. The disclosure of no transactions in the last 60 days (except as noted) provides clarity on recent activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)

OceanPal Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

Y6430L301

(CUSIP Number)

Ms. Margarita Veniou
Pendelis 26, Palaio Faliro
Athens, J3, 175 64
30-210-9485-360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. Y6430L301

1

Name of reporting person

Abra Marinvest Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARSHALL ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,200,590.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,200,590.00

11

Aggregate amount beneficially owned by each reporting person

2,200,590.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.74 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. Y6430L301

1

Name of reporting person

Ioannis Zafirakis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GREECE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,200,590.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,200,590.00

11

Aggregate amount beneficially owned by each reporting person

2,200,590.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

24.74 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: OceanPal Inc.
(c)	Address of Issuer's Principal Executive Offices: Pendelis 26, Palaio Faliro, Athens, GREECE , 175 64.
Item 1 Comment: This Amendment No. 19 (the "Amendment No. 19") to the Schedule 13D amends the statement on Schedule 13D that was originally filed with the U.S. Securities and Exchange Commission (the "Commission") on March 7, 2024 (the "Schedule 13D"), as amended on March 14, 2024, March 28, 2024, April 29, 2024, June 26, 2024, August 28, 2024, September 18, 2024, October 17, 2024, December 2, 2024, December 20, 2024, February 11, 2025, February 25, 2025, March 11, 2025, April 15, 2025, June 15, 2025, July 11, 2025, July 22, 2025, July 24, 2025 and August 1, 2025 filed by the Reporting Persons (as defined below) related to the shares of common stock, par value $0.01 per share (the "Shares"), of OceanPal Inc. (the "Issuer"). This Amendment No. 19 is being filed to report an increase in the percentage ownership of Shares that the Reporting Persons may be deemed to beneficially own though its ownership of the Issuer's Series C Preferred Stock and Series D Preferred Stock which may be converted into Shares of the Issuer at the Reporting Persons' option (subject to certain ownership restrictions contained in the Series C Preferred Stock and Series D Preferred Stock's statements of designation, together the "Statements of Designation") as a result of a change in the Issuer's outstanding common stock and a change in the Series C Preferred Stock's and the Series D Preferred Stock's conversion price.
Item 2.	Identity and Background
(a)	This Amendment No. 19 to the Schedule 13D is being filed on behalf of Ioannis Zafirakis ("Zafirakis"), a citizen of Greece, and Abra Marinvest Inc., a Marshall Islands corporation ("Abra"). Zafirakis and Abra are collectively referred to as the "Reporting Persons" Zafirakis is the owner of all of the issued and outstanding shares of Abra and may be deemed to have beneficial ownership of the Shares beneficially owned by Abra.
(b)	The principal business address for Zafirakis is Pendelis 16, 17564 Palaio Faliro, Athens, Greece. The principal business address for Abra is Poseidonos Ave.13, Alimos, 17455, Athens, Greece.
(d)	To the best of the Reporting Persons' knowledge, the Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	To the best of the Reporting Persons' knowledge, the Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were not and are not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	The Reporting Person is a citizen of Greece.
Item 3.	Source and Amount of Funds or Other Consideration
	Pursuant to the Issuer's 2021 Equity Incentive Plan, as amended and restated, 6,980 awarded Series C Convertible Preferred Shares (the "Series C Preferred Stock"), have vested, of which the Reporting Persons own 1,214 shares of the Series C Preferred Stock, and in accordance with their terms, have become convertible at the Reporting Persons' option, giving effect to certain ownership restrictions contained in the Series C Preferred Stock's statement of designation, including that the shares of Series C Preferred Stock shall not be convertible into the Issuers' Shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding Shares. As partial consideration for the Issuer's purchase of the m/v Baltimore and m/v Melia from Diana Shipping Inc. ("Diana Shipping"), the Issuer issued shares of its 7.0% Series D Cumulative Convertible Perpetual Preferred stock (the "Series D Preferred Stock") to Diana Shipping. Diana Shipping exercised its right to convert shares of the Series D Preferred Stock into shares of the Issuer's Shares in accordance with the Statement of Designations defining the rights, terms and preferences of the Series D Preferred Stock. Diana Shipping distributed on December 15, 2022 and June 9, 2023, respectively, all of the common shares issued upon the conversion of certain shares of Series D Preferred Stock to its common shareholders (other than those electing to receive shares of Series D Preferred Stock) of record as of the respective distribution record dates (the "Record Dates"), on a pro rata basis (both distributions referred to as the "Distributions"). In connection with the Distributions, Diana Shipping allowed its common shareholders of record as of the Record Date to elect to receive the number of shares of Series D Preferred Stock allocable to such shareholder instead of the Shares. The Reporting Persons, as common shareholders of Diana Shipping as of the Record Dates, elected to receive their Diana Shipping distribution in shares of Series D Preferred Stock. The Reporting Persons may be deemed to have beneficial ownership of Shares through their ownership of Series D Preferred Stock which may be converted into common shares at the Reporting Persons' option, subject to certain ownership restrictions contained in the Series D Preferred Stock's statement of designation, including that shares of the Series D Preferred Stock shall not be convertible into the Issuer's common shares to the extent that such conversion would result in the Reporting Persons becoming the beneficial owner of more than 49% of the total issued and outstanding common Shares. On September 11, 2024, 9,442 shares of Series D Preferred Stock were issued to the Reporting Persons as partial consideration for the Issuer's purchase of the m/t Zeze Start for an aggregate purchase price of $27.0 million from an entity controlled by Zafirakis. On October 15, 2024, the Reporting Persons entered into several share purchase agreements pursuant to which the Reporting Persons sold an aggregate of 7,033 shares of Series D Preferred Stock to various holders for due consideration.
Item 4.	Purpose of Transaction
	Zafirakis is a member of the Board of Directors and a member of the Executive Committee of the Issuer and may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons acquired the Shares in connection with the Issuer's equity awards and the Series D Preferred Stock in connection with the Distributions and issuances as described herein solely for investment purposes. The Reporting Persons, at any time and from time to time, may acquire additional Shares, including in connection with the provision of any services or other strategic transactions with the Issuer, or dispose of any or all of the Shares they then own depending upon an ongoing evaluation of their investment in the Shares, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should they determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others. In addition, the Reporting Persons are in contact with members of the Issuer's management, the other members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.
Item 5.	Interest in Securities of the Issuer
(a)	As of September 3, 2025, the Issuer had 6,696,039 Shares outstanding. Based on the foregoing, the Reporting Persons report beneficial ownership of the following Shares.
(b)	Abra is the record holder of (i) 3,104 shares of Series D Preferred Stock, convertible into an aggregate of 1,581,897 Shares, representing 17.78% of the Issuer's issued and outstanding Shares and (ii) 1,214 shares of Series C Preferred Stock, convertible into an aggregate of 618,693 Shares, representing 6.95% of the Issuer's issued and outstanding Shares, both of which Zafirakis indirectly may be deemed to beneficially own, as the result of his ability to control the vote and disposition of the Shares through his control of Abra. The Reporting Persons are not the direct owners of any Shares of the Issuer as of the date hereof. Therefore, Zafirakis may be deemed to, indirectly, beneficially own 2,200,590 Shares, representing 24.74% of the Issuer's issued and outstanding Shares. The Reporting Persons each have the sole power to vote or direct the vote of 0 shares and have the shared power to vote or direct the vote of 2,200,590 Shares.
(c)	Except as otherwise disclosed herein, no transactions in the Shares were effected by the Reporting Persons during the past 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Joint Filing Agreement (previously filed).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Abra Marinvest Inc.

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis, Authorized Representative
Date:	09/04/2025

Ioannis Zafirakis

Signature:	/s/ Ioannis Zafirakis
Name/Title:	Ioannis Zafirakis
Date:	09/04/2025

FAQ

What percentage of OceanPal (OP) do Abra Marinvest and Ioannis Zafirakis beneficially own?

They report beneficial ownership of 2,200,590 shares, representing 24.74% of OceanPal's 6,696,039 outstanding shares as of September 3, 2025.

How is the 24.74% stake composed?

Abra holds 3,104 Series D preferred (convertible into 1,581,897 common shares, ~17.78%) and 1,214 Series C preferred (convertible into 618,693 common shares, ~6.95%).

Are the reported holdings direct common shares?

No. The Reporting Persons are not direct owners of common shares; their stake arises from convertible Series C and D preferred stock.

Does conversion of the preferreds face any limits?

Yes. Conversions are subject to statements of designation that prevent conversion to the extent it would make the holder beneficial owner of more than 49% of common shares.

Is Mr. Zafirakis affiliated with OceanPal's management?

Yes. The filing states Mr. Zafirakis is a member of the Board of Directors and the Executive Committee of the Issuer.