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.
Ioannis Zafirakis
FirstName LastNameIoannis Zafirakis
OceanPal Inc.
Comapany
July NameOceanPal Inc.
21, 2021
July 21,
Page 2 2021 Page 2
FirstName LastName
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.
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,
FirstName LastNameIoannis Zafirakis
Division of
Corporation Finance
Comapany NameOceanPal Inc.
Office of Energy &
Transportation
July 21, 2021 Page 3
cc: Edward Horton
FirstName LastName