OP Schedule 13D/A — Holdings Reduced to 4 Shares Following Offering and Reverse Split

Rhea-AI Filing Summary

The Reporting Persons filed Amendment No. 13 to Schedule 13D relating to OceanPal Inc. common shares. Following the Issuer's July 22, 2025 stock and warrant offering and an approximate 1:25 reverse stock split effective on or about August 25, 2025, the Reporting Persons' previously held 1,050,505 shares were transformed into 42,020 post-split shares. On September 4, 2025, the Reporting Persons sold 42,016 of those post-split shares in the open market, leaving an aggregate reported beneficial ownership of 4 shares, representing approximately 0.0% of the outstanding common shares based on 6,696,102 post-split shares. This filing is described as the final amendment and an exit filing for the Reporting Persons.

Positive

• Exit filing completed documenting reduction of beneficial ownership below 5% and compliance with Schedule 13D requirements
• Clear transaction detail — quantifies pre-split and post-split share counts and open-market disposition of 42,016 shares

Negative

• Dilution from issuer actions (July 22, 2025 offering and ~1:25 reverse split) materially reduced the Reporting Persons' ownership percentage
• Remaining beneficial interest minimal — only 4 shares reported, effectively eliminating significant influence

Insights

Securities Analyst

TL;DR Reporting persons reduced ownership to de minimis after dilution and open-market sales; filing serves as final exit.

The amendment documents a reduction from a pre-split position of 1,050,505 shares to 42,020 post-split shares, with 42,016 sold on the open market, leaving 4 shares beneficially owned. The decrease below 5% resulted from the issuer's new issuance and a 1:25 reverse split; the Reporting Persons formally record cessation of >5% beneficial ownership and submit this exit amendment. Disclosures are limited to holdings, voting/dispositive power (shared power over 4 shares) and the transaction summary; no additional transactions in the prior 60 days are reported except as referenced.

Corporate Governance Expert

TL;DR Exit filing clarifies ownership, voting/dispositive powers and confirms reporting compliance after issuer actions.

The Schedule 13D amendment restates that Sphinx Investment Corp., Maryport Navigation Corp. and George Economou each may be deemed to beneficially own the 4 Subject Shares with shared voting and dispositive power. The amendment cites the specific issuer actions (share issuance and reverse split) that diluted the position below 5% and records the open-market disposition of 42,016 post-split shares. The filing includes executed signatures and incorporates prior joint filing agreements and trading data exhibits by reference.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)

OceanPal Inc.

(Name of Issuer)

Common Shares, par value $0.01 per share

(Title of Class of Securities)

Y6430L202

(CUSIP Number)

Kleanthis Costa Spathias
c/o Levante Services Limited, Leoforos Evagorou 31, 2nd Fl., Office 21
Nicosia, G4, 1066
30 210 8090429

Richard Brand, Kiran Kadekar
White & Case LLP, 1221 Avenue of the Americas
New York, NY, 10022
(212) 819-8200

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

09/04/2025

(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. Y6430L202

1

Name of reporting person

Sphinx Investment Corp.

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)

WC

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 4.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4.00

11

Aggregate amount beneficially owned by each reporting person

4.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.

SCHEDULE 13D

CUSIP No. Y6430L202

1

Name of reporting person

Maryport Navigation Corp.

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)

AF

5

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

6

Citizenship or place of organization

LIBERIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4.00

11

Aggregate amount beneficially owned by each reporting person

4.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.

SCHEDULE 13D

CUSIP No. Y6430L202

1

Name of reporting person

Economou George

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)

AF

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 4.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4.00

11

Aggregate amount beneficially owned by each reporting person

4.00

12

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

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All reported Common Shares are held by Sphinx Investment Corp. Sphinx Investment Corp. is a wholly-owned subsidiary of Maryport Navigation Corp., which is a Liberian company controlled by Mr. Economou. Based on 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.01 per share
(b)	Name of Issuer: OceanPal Inc.
(c)	Address of Issuer's Principal Executive Offices: Steamship Shipbroking Enterprises Inc., Pendelis 26, Palaio Faliro, Athens, GREECE , 175 64.
Item 1 Comment: This Amendment No. 13 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed on September 28, 2023, as amended and supplemented by Amendment No. 1 to Schedule 13D on October 4, 2023, Amendment No. 2 to Schedule 13D on October 6, 2023, Amendment No. 3 to Schedule 13D on October 18, 2023, Amendment No. 4 on November 6, 2023, Amendment No. 5 on December 5, 2023, Amendment No. 6 on December 15, 2023, Amendment No. 7 on January 5, 2024, Amendment No. 8 on January 23, 2024, Amendment No. 9 on February 26, 2024, Amendment No. 10 on March 15, 2024, Amendment No. 11 on April 26, 2024 and Amendment No. 12 on May 15, 2024 (the "Initial 13D", and the Initial 13D as further amended and supplemented by this Amendment, the "Schedule 13D") by the Reporting Persons, relating to the common shares, par value $0.01 per share (the "Common Shares"), of OceanPal Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the "Issuer"). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Initial 13D. As set forth below, as a result of the transactions described herein, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Common Shares of the Issuer. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4.	Purpose of Transaction
	As a result of (i) the issuance by the Issuer of a significant number of additional shares of Common Stock in connection with a July 22, 2025 Common Stock and warrant offering and (ii) the effectuation by the Issuer of a 1:25 reverse stock split on or about August 25, 2025, among other things, the percentage of shares of Common Stock beneficially owned by the Reporting Persons decreased below 5% and the 1,050,505 shares of Common Stock beneficially owned by the Reporting persons prior to the reverse stock split was transformed into 42,020 shares of Common Stock. On September 4, 2025, the Reporting Persons disposed of 42,016 of such shares of Common Stock on the open market.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Initial 13D is hereby amended and restated as set forth below: "The Reporting Persons each may be deemed to beneficially own all of the 4 Common Shares (the "Subject Shares") reported herein, which represent approximately 0.0% of Issuer's outstanding Common Shares, based on the 6,696,102 shares stated by the Issuer as expected to be outstanding following the reverse stock split disclosed in the Issuer's Report on Form 6-K, filed with the SEC on August 21, 2025. Sphinx has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares. Maryport has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares. Mr. Economou has the sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 4 Common Shares; has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 4 Common Shares."
(b)	The response to (a) above is incorporated herein by reference.
(c)	Other than as described herein or on Exhibit 99.2 (as amended and restated and filed herewith), which is incorporated herein by reference, no transactions of Common Shares were effected by the Reporting Persons during the past 60 days.
(e)	As a result of the transactions effected by the Issuer that are described in Item 4, on July 22, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the Common Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated September 28, 2023, by and among the Reporting Persons.* 99.2 Trading Data * 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.

Sphinx Investment Corp.

Signature:	/s/ Kleanthis Costa Spathias
Name/Title:	By: Levante Services Limited, By: Kleanthis Costa Spathias, Director
Date:	09/08/2025

Maryport Navigation Corp.

Signature:	/s/ Kleanthis Costa Spathias
Name/Title:	By: Levante Services Limited, By: Kleanthis Costa Spathias, Director
Date:	09/08/2025

Economou George

Signature:	/s/ George Economou
Name/Title:	George Economou
Date:	09/08/2025

FAQ

What did the Schedule 13D/A for OceanPal Inc. (OP) report?

The amendment reports that the Reporting Persons' holdings were reduced to 4 common shares after a July 22, 2025 offering and a ~1:25 reverse split, and that 42,016 post-split shares were sold on September 4, 2025.

Why did the Reporting Persons' ownership fall below 5%?

Because the Issuer issued a significant number of additional shares in a July 22, 2025 offering and effectuated a ~1:25 reverse stock split, diluting the Reporting Persons' percentage ownership.

How many shares did the Reporting Persons hold before and after the reverse split?

They held 1,050,505 shares before the reverse split, which converted into 42,020 shares after the ~1:25 reverse split.

How many shares were sold by the Reporting Persons on the open market?

The Reporting Persons disposed of 42,016 post-split shares on September 4, 2025.

What is the reported percentage ownership after these actions?

The filing reports approximately 0.0% ownership based on 6,696,102 expected outstanding shares following the reverse split.