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1、F-1/A 1 d11845476_f-1a.htmAs filed with the Securities and Exchange Commission on July 3,2025.Registration No.333-288153UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.1toFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 OCEANPAL INC.(Exact name of Regist

2、rant as specified in its charter)Republic of The Marshall Islands(State or other jurisdiction ofincorporation or organization)4412(Primary Standard IndustrialClassification Code Number)N/A(I.R.S.EmployerIdentification No.)OceanPal Inc.c/o Steamship ShipbrokingEnterprises Inc.Pendelis 26,175 64 Palai

3、oFaliro,Athens,Greece+30-210-9485-360(Address and telephone number ofRegistrants principal executive offices)Seward&Kissel LLPAttention:Edward S.Horton,Esq.One Battery Park PlazaNew York,New York 10004(212)574-1265(Name,address and telephonenumber of agent for service)Copies to:Edward S.Horton,Esq.S

4、eward&Kissel LLPOne Battery Park PlazaNew York,New York 10004(212)574-1265(telephone number)(212)480-8421(facsimile number)Barry I.Grossman,Esq.Matthew Bernstein,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the Americas New York,New York 10105 Tel:(212)370-1300 Approximate date of commencement of

5、proposed sale to the public:As soon as practicable after this Registration Statement becomeseffective.If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act,check the following box.If this Form is filed t

6、o register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment fi

7、led pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www

8、.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm1/162If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration state

9、ment for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark

10、if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial A

11、ccounting Standards Board to itsAccounting Standards Codification after April 5,2012The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date untilthe Registrant shall file a further amendment which specifically states that this Re

12、gistration Statement shall thereafter become effectivein accordance with Section 8(a)of the Securities Act of 1933,as amended,or until the Registration Statement shall become effective onsuch date as the Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.2025/7/4 0

13、8:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm2/162The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until theregistrati

14、on statement filed with the U.S.Securities and Exchange Commission is effective.This preliminary prospectus is not an offer tosell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION DATED JULY 3,2

15、025Preliminary Prospectus OceanPal Inc.9,316,770 Units,Each Unit Consisting of One Common Share or One Pre-Funded Warrantto Purchase One Common Share andOne Class C Warrant to Purchase One Common Share(and up to 9,316,770 Common Shares Underlying the Pre-Funded Warrants and,up to 139,751,550Common S

16、hares Underlying the Class C Warrants)This is a firm commitment public offering of 9,316,770 units of OceanPal Inc.(the“Company,”“we,”“our”or“us”).We are offering 9,316,770 units(“Units”),each Unit consisting of one share of our common shares,par value$0.01 per share(“Common Shares”)and one Class C

17、Warrant(each,a“Warrant”)topurchase one Common Share,at an assumed public offering price of$1.61 per Unit,based upon the closing price of our Common Shares on The Nasdaq CapitalMarket(the“Nasdaq Official Closing Price”)on June 13,2025.The public offering price per unit will be an amount not less than

18、 the Nasdaq Official Closing Priceof our Common Shares on the Trading Day immediately preceding the pricing of this offering.The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities.We are also offering to each purchaser of Units thatwould otherwise resul

19、t in the purchasers,together with its affiliates,beneficial ownership exceeding 4.99%(or,at the election of the purchaser,up to 9.99%)of ouroutstanding Common Shares immediately following the consummation of this offering,the opportunity to purchase Units consisting of one pre-funded warrant inlieu

20、of one Common Share(each,a“Pre-Funded Warrant”),and one Warrant.Each Pre-Funded Warrant will be exercisable for one Common Share.Subject tolimited exceptions,a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder,together with itsaffi

21、liates,would beneficially own in excess of 4.99%(or,at the election of the holder,up to 9.99%)of the number of Common Shares outstanding immediately aftergiving effect to such exercise.The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one Co

22、mmon Share,minus$0.01,and the exercise price of each Pre-Funded Warrant will be$0.01 per Common Share.The Pre-Funded Warrants will be immediately exercisable(subject to the beneficial ownership cap)and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.For each U

23、nit including a Pre-Funded Warrant we sell(without regard to any limitation on exercise set forth therein),the number of Units including a Common Share we are offering will bedecreased on a one-for-one basis.The Warrants will be immediately exercisable and may be exercisable until the three(3)year a

24、nniversary of the date of issuance at an exercise priceequal to 225%of the public offering price.In addition,at 4:01 p.m.Eastern time on the 4th trading day after the date of issuance(the“First Reset Date”),theexercise price of the Warrants will be reset to a price equal to the lower of(i)the exerci

25、se price then in effect and(ii)the greater of(a)80%of lowest daily volumeweighted average price(“VWAP”)during the period beginning on the 2nd trading day after the date of issuance and ending on the First Reset Date(such period,theFirst Reset Period),and(b)50%of the Nasdaq Official Closing Price on

26、the date preceding execution of the Underwriting Agreement;and the number of sharesissuable upon exercise will be increased such that the aggregate exercise price of the Warrants on the issuance date for the Common Shares underlying the Warrantsthen outstanding shall remain unchanged.Subsequently,at

27、 4:01 p.m.Eastern time on the 8th trading day after the date of issuance(the“Second Reset Date”),theexercise price of the Warrants will be reset to a price equal to the lower of(i)the exercise price then in effect and(ii)the greater of(a)80%of lowest VWAP duringthe period beginning on the 6th tradin

28、g day after the date of issuance and ending on the Second Reset Date(such period,the Second Reset Period),and(b)30%ofthe Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement;and the number of shares issuable upon exercise will beincreased such that the aggregat

29、e exercise price of the Warrants on the issuance date for the Common Shares underlying the Warrants then outstanding shall remainunchanged.The holders of the Warrants will be permitted to exercise their Warrants during the First Reset Period and Second Reset Period,in which case,the dateof exercise

30、shall constitute the First Reset Date or Second Reset Date,as applicable.For the avoidance of doubt,the lower that the stock price of our CommonShares is on the First Reset Date and Second Reset Date,as applicable,the more shares that will be issuable pursuant to the Warrants as a result of the each

31、 reset,subject to the floor price of 50%of the Nasdaq Official Closing Price on the date preceding execution of the Underwriting Agreement,which will be not more thanthe per unit offering price as it relates to the First Reset and the floor price of 30%of the Nasdaq Official Closing Price on the dat

32、e preceding execution of theUnderwriting Agreement as it relates to the Second Reset.Additionally,the Warrants contain certain mechanisms for cashless exercise,including a zero cash exercise option pursuant to which holders of the Warrantshave the option during the period of 90 calendar days followi

33、ng the issue date of the Warrants,upon exercise and for no additional cash consideration,to receive anaggregate number of Common Shares equal to the product of(x)the aggregate number of Common Shares that would be issuable upon a cash exercise of theWarrant and(y)two(2).Accordingly,we believe it is

34、highly unlikely that a holder of the Warrants would pay an exercise price in cash to receive one CommonShare when the holder could instead choose the zero cash exercise option and pay no cash to receive more Common Shares than they would receive if they did payan exercise price.As a result,we will l

35、ikely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Warrants.As an example,for each Unit that an investor purchases in this offering at the assumed offering price of$1.61 per Unit,the investor will receive 1 CommonShare and 1 Warrant to p

36、urchase 1 Common Share at an exercise price of$3.6225 per Common Share.Giving effect solely to the potential adjustment on the FirstReset Date and not giving effect to the zero cash exercise option,on the First Reset Date,if our Common Shares are trading at or below the applicable floor price,each W

37、arrant will become exercisable for a maximum of 4.5 Common Shares at an exercise price of$0.805 per Common Share.If such Warrant is then exercised atsuch time based on the zero cash exercise option,the Warrant would be exercisable into 9 Common Shares.If the Warrant remains outstanding as of the Sec

38、ondReset Date,giving effect solely to the potential adjustment on the Second Reset Date and not giving effect to the zero cash exercise option,on the Second ResetDate,if our Common Shares are trading at or below the applicable floor price,each Warrant will become exercisable for a maximum of 7.5 Com

39、mon Shares at anexercise price of$0.483 per Common Share.If such Warrant is then exercised at such time based on the zero cash exercise option,the Warrant would be exercisableinto 15 Common Shares.Accordingly,the maximum number of Common Shares that may be issued upon zero cash exercise of the Warra

40、nts at the assumed pricingdescribed herein is 139,751,550 Common Shares.If all of the Warrants offered to investors in this offering,including those subject to the Underwriters over-allotment option for Warrants,are exercised on a zero cash basis at the floor price of Warrants,an aggregate of 160,71

41、4,275 shares would be issued upon such zerocash exercise without payment to the Company of any additional cash.2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm3/162Our Common Sh

42、ares are listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“OP”.On June 13,2025,the sale price of our Common Shareswas$1.61 per share,as reported by Nasdaq.All Common Share,Pre-Funded Warrant and Warrant numbers are based on an assumed combined public offering priceof$1.61 per Unit.The ac

43、tual combined public offering price per Unit will be determined between us and Maxim Group LLC(“Maxim”,the“Underwriter”or“SoleBook-Running Manager”),based on market conditions at the time of pricing,and may be at a discount to the current market price of our Common Shares.Therefore,the assumed publi

44、c offering price used throughout this prospectus may not be indicative of the final public offering price.There is no established trading market for the Pre-Funded Warrants or the Warrants,and we do not expect an active trading market to develop.We do notintend to list the Pre-Funded Warrants or the

45、 Warrants on any securities exchange or other trading market.Without an active trading market,the liquidity of thesesecurities will be limited.We qualify as an“emerging growth company”as defined in the U.S.Securities Act of 1933,as amended(the“Securities Act”),and,as such,we may elect tocomply with

46、certain reduced reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company.”The Common Shares sold in this offering include preferred stock purchase rights which trade with the Common Shares and are also being registered under theregistration statement of which thi

47、s prospectus forms a part.We are also registering the Common Shares issuable from time to time upon exercise of the Pre-FundedWarrants and Warrants included in the Units offered hereby.Investing in our securities involves a high degree of risk,including the risk that our Common Shares may be deliste

48、d from Nasdaq as a result of thisoffering.See“Risk Factors”beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with aninvestment in our securities.Neither the U.S.Securities and Exchange Commission nor any state securities commission has ap

49、proved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per Unit Consisting of One CommonShare and One WarrantPer Unit Consisting of One Pre-Funded Warrant and One WarrantTotalPublic offering price$Und

50、erwriting discounts and commissions(1)$Proceeds,before expenses,to us$(1)The Underwriting discount and commissions shall equal 7.0%of the gross proceeds of the securities sold by us in this offering.We have also agreed toreimburse the Underwriter for certain expenses.We refer you to the section enti

51、tled“Underwriting”of this prospectus for additional information regarding totalcompensation and other items of value payable to the Underwriter.We have granted the Underwriter an option exercisable within 45 days of the date of this prospectus to purchase from us up to 1,397,515 additionalCommon Sha

52、res at the assumed offering price of$1.60 per share and/or up to 1,397,515 Warrants at a purchase price of$0.01 per Warrant,less the underwritingdiscounts and commissions to cover over-allotments,if any.If this over-allotment option for Common Shares is exercised in full,the total offering price to

53、thepublic will be approximately$17.25 million,and the total net proceeds,before expenses and after deducting the underwriting discounts described above,to us willbe approximately$16.04 million(based upon an assumed public offering price of$1.61 per unit).The offering will settle delivery versus paym

54、ent or receipt versus payment,as the case may be.We expect to deliver the securities offered hereby on or about ,2025,subject to satisfaction of certain customary closing conditions.Neither the Securities and Exchange Commission(“SEC”)nor any state securities commission has approved or disapproved o

55、f these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Sole Book-Running ManagerMaxim Group LLC The date of this prospectus is ,20252025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttp

56、s:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm4/162 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING7RISK FACTORS11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS44USE OF PROCEEDS46DIVIDEND POLICY47MARKET FOR COMMON EQUITY AND RELATE

57、D SHAREHOLDER MATTERS48CAPITALIZATION49DILUTION51MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATION53BUSINESS65DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES81SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT87DESCRIPTION OF CAPITAL STOCK89TAXATION98SHARES ELI

58、GIBLE FOR FUTURE SALE 106MARSHALL ISLANDS COMPANY CONSIDERATIONS 107UNDERWRITING112ENFORCEABILITY OF CIVIL LIABILITIES AND INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 117EXPENSES RELATED TO THIS OFFERING118LEGAL MATTERS119EXPERTS119WHERE YOU CAN FIND ADDITIONAL INFORMATION119INFORMATION INCORPORA

59、TED BY REFERENCE 119i2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm5/162 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we filed wi

60、th the SEC for the offering by us of Unitsconsisting of Common Shares and Class C Warrants to purchase Common Shares or Pre-Funded Warrants and Class C Warrants topurchase Common Shares.You should rely only on the information contained or incorporated by reference in this prospectus or in any free w

61、ritingprospectus we may authorize to be delivered to you.We have not,and the Underwriter has not,authorized any other person toprovide you with additional,different or inconsistent information.If anyone provides you with additional,different or inconsistentinformation,you should not rely on it.We ma

62、y not sell these securities until the registration statement filed with the U.S.Securitiesand Exchange Commission(the“SEC”or the“Commission”),is effective.We are not,and the Underwriter is not,making an offerto sell these securities in any jurisdiction where the offer or sale is not permitted.You sh

63、ould not assume that the informationappearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus unless otherwisespecified herein.Our business,financial condition,results of operations and prospects may have changed since that date.Information con

64、tained on our website does not constitute part of this prospectus.The market data and other statistical information used throughout this prospectus has been compiled from publicly availableinformation and industry publications.These sources generally state that the information they provide is believ

65、ed to be reliablehowever,it is subject to subjective assessments and changes and cannot always be verified with complete certainty due to limits onthe availability and reliability of raw data,the voluntary nature of the data gathering process and other limitations and uncertaintiesinherent in any ma

66、rket research and statistical survey.Therefore,the accuracy and completeness of the information are notguaranteed and estimates and beliefs based on such data may not be reliable.In addition,such market data and statisticalinformation may be different from other sources and may not reflect all or ev

67、en a comprehensive set of the actual events andtransactions occurring in the market.Although we are responsible for all of the disclosures contained in this prospectus and webelieve that such market data and statistical information is reliable,we have not independently verified its accuracy orcomple

68、teness.In addition,some data is also based on our good faith estimates and our managements understanding of industryconditions.Such data involve risks and uncertainties and are subject to change based on various factors,including those discussedunder the headings“Forward-Looking Statements”and“Risk

69、Factors”in this prospectus.ii2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm6/162PROSPECTUS SUMMARYThis section summarizes certain of the information that is contained in this

70、prospectus or the documents herein,and thissummary is qualified in its entirety by that more detailed information.This summary may not contain all of the information thatmay be important to you.We urge you to carefully read this entire prospectus,including our financial statements and the relatednot

71、es.As an investor or prospective investor,you should review carefully the more detailed information that appears later in thisprospectus.Unless the context otherwise requires,as used in this prospectus,the terms“OceanPal,”“Company,”“we,”“us,”and“our”refer to OceanPal Inc.and its consolidated subsidi

72、aries.We use the term deadweight tons,or dwt,expressed in metric tons,each of which is equivalent to 1,000 kilograms,indescribing the size of our vessels.Dwt refers to the maximum weight of cargo and supplies that a vessel can carry.A“ton mile”is astandardized shipping metric and refers to the volum

73、e of cargo being carried(a“ton”)and the distance sailed for the shipment innautical miles.All references in this prospectus to“$,”“US$,”“U.S.$,”“U.S.dollars,”“dollars”and“USD”are to the lawful currency of theUnited States.Our Company We are a global provider of shipping transportation services.We sp

74、ecialize in the ownership of vessels.Each of ourvessels is owned through a separate wholly owned subsidiary.As of the date of this prospectus,our operating fleet consists of two Panamax dry bulk carriers with a carrying capacity of149,916 dwt and a weighted average age of 20.3 years and one MR2 prod

75、uct tanker vessel with a carrying capacity of 49,999 dwtand an age of 16.3 years.Our vessels transport bulk commodities,including iron ore,coal,and grain,as well as refined petroleumproducts.Our Current Fleet The following table presents certain information concerning the vessels in our fleet,as of

76、June 13,2025:Fleet Employment Profile Dry Bulk VesselsBUILT DWT Gross Rate(USD/Day)Com*CharterersDelivery DatetoCharterers*Redelivery Dateto Owners*Notes 1 Panamax Bulk Carriers 1 CALIPSO$10,150 5.00%ASL BULK SHIPPING LIMITED03-Sep-2408-Jan-25 2005 73,691$2,850 4.75%CARGILL INTERNATIONAL S.A.08-Jan-

77、2519-Mar-25$9,000 5.00%FULLINKS MARINE COMPANY LIMITED19-Mar-2513-Apr-25 1$7,250 5.00%CHINA RESOURCE CGARTERING PTE.LTD.24-May-2501-Sept-25 2 2 MELIA2005 76,225$7,100 5.00%CHINA RESOURCE CHARTERING LIMITED09-Jan-2525-May-25-24-Aug-25 3 Tanker VesselBUILT DWT Employment Com*CharterersDelivery DatetoC

78、harterers*Redelivery Dateto Owners*Notes 1 MR2 Tanker 3 ZEZE START2009 49,999 Spot -VITOL INTERNATIONAL SHIPPING PTE LTD-$16,750 1.25%ABU DHABI MARINE INTERNATIONALCHARTERINGHOLDINGS LIMITED16-Feb-2517-May-25-15-Aug-25 4*Total commission percentage paid to third parties.*In case of newly acquired ve

79、ssel with new time charter attached,this date refers to the expected/actual date of delivery ofthe vessel to the Company.*Range of redelivery dates,with the actual date of redelivery being at the Charterers option,but subject to the terms,conditions,and exceptions of the particular charterparty.1 Ve

80、ssel on scheduled drydocking during the period from April 15,2025 to May 15,20252 Redelivery date on an estimated time charter trip duration of about 100 days.3 The charter rate was US$3,600 per day for the first forty-four(44)days of the charter period.4 The charter rate is US$19,500 per day from t

81、he 91st day of the charter period until the actual redelivery date.2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm7/16212025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091

82、957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm8/162For those vessels employed in the spot market and where rates are quoted the Company has calculated the estimated ratesunder current specific contracted voyages.The Company gives n

83、o guarantee that these rates are correct or that the rates aresustainable beyond the duration of the current voyage.The quoted rates are not indications of future earnings,and the Companygives no assurance or guarantee of future rates after the current voyage.Recent and Other DevelopmentsNasdaq Comp

84、lianceOn April 17,2025,we received written notification from Nasdaq that because the closing bid price of our Common Sharesfor 30 consecutive business days was below the minimum$1.00 per share bid price requirement for continued listing on Nasdaq,we were not in compliance with Nasdaq Listing Rule 55

85、50(a)(2).Pursuant to the Nasdaq Listing Rules,the applicable grace periodto regain compliance is 180 days,or until October 14,2025.On June 30,2025,the Company received a written notification fromNasdaq indicating that because the closing bid price of the Companys common shares was at or greater than

86、 US$1.00 per share for10 consecutive trading days,the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2).Annual General MeetingOn May 20,2025,we held our annual meeting of shareholders in which(1)three of our Class I Directors were re-electedto serve until the 2028 annual meeting of

87、 shareholders,(2)the amendment to our Amended and Restated Articles of Incorporationauthorizing the Board to effect one or more reverse stock splits of the Companys issued Common Shares,in the aggregate ratio ofnot more than 1-for-500,with the exact ratio to be determined by the Board in its discret

88、ion was approved,and(3)the appointmentof our independent auditors for the fiscal year ending December 31,2025 was approved.Sale of M/V ProtefsOn June 2,2025,we,through one of our wholly owned subsidiaries,entered into a Memorandum of Agreement with anunaffiliated third party for the sale of M/V Prot

89、efs at an aggregate purchase price of$7.0 million,before commissions and othersale expenses.The vessel was delivered to her new owners on June 12,2025.Management of Our FleetOur business is the ownership of vessels.We are a holding company that wholly owns the subsidiaries which own thevessels that

90、comprise our fleet.The holding company sets general overall direction for the company and interfaces with variousfinancial markets.The commercial and technical management,except for insurance services,of our dry bulk fleet is carried out byDWM,a 50/50 joint venture between Wilhelmsen Ship Management

91、 and Diana Shipping.As regards our MR2 product tankervessel,the commercial management is carried out by START,a related party company,whereas the technical management(including insurances)is carried out by Anglo-Eastern Shipmanagement(Singapore)Pte.Ltd,an unrelated company.In exchangefor providing u

92、s with commercial and technical services,we pay these counterparties a fixed monthly management fee per vesseland a percentage of the vessels gross revenues.Insurance and handling of claims services,brokerage services of our dry bulk fleetand the provision of certain administrative management servic

93、es of our holding company are carried out by Steamship,an affiliatedcompany.Brokerage services relate to the purchase,sale or chartering of our vessels,brokerage services relating to the repairs andother maintenance of our vessels,and any relevant consulting services.Administrative management servic

94、es may includebudgeting,reporting,monitoring of bank accounts,compliance with banks,payroll services,legal and securities complianceservices,and any other possible administrative management services that we require to perform our business activities.22025/7/4 08:44sec.gov/Archives/edgar/data/1869467

95、/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm9/162Implications of Being an Emerging Growth Company As we qualify as an“emerging growth company”as defined in the JOBS Act,we may take advantage or specified reducedreporting a

96、nd other burdens that are otherwise applicable generally to public companies.These provisions include:exemption from the auditor attestation requirement in the assessment of the effectiveness of the emerging growthcompanys internal controls over financial reporting under Section 404(b)of Sarbanes-Ox

97、ley;exemption from new or revised financial accounting standards applicable to public companies until such standards arealso applicable to private companies;and exemption from compliance with any new requirements adopted by the Public Company Accounting OversightBoard,or the PCAOB,requiring mandator

98、y audit firm rotation or a supplement to the auditors report in which theauditor would be required to provide additional information about the audit and financial statements.We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date wefirst

99、 sell our common equity securities pursuant to an effective registration statement under the Securities Act or such earlier timethat we are no longer an emerging growth company.We will cease to be an emerging growth company until the earliest of:(i)thelast day of the first fiscal year in which our a

100、nnual gross revenue exceeds$1.235 billion;(ii)the last day of the fiscal year duringwhich the fifth anniversary of the date of the IPO occurs;(iii)the date that we become a“large accelerated filer”as defined in Rule12b-2 under the Exchange Act,which would occur if the market value of our Common Shar

101、es that are held by nonaffiliatesexceeds$700 million as of the last business day of our most recently completed second fiscal quarter;or(iv)the date on which wehave issued more than$1 billion in non-convertible debt securities during any three-year period.In addition,Section 107 of theJOBS Act provi

102、des that an emerging growth company can take advantage of the extended transition period for complying with newor revised accounting standards.In other words,an emerging growth company can delay the adoption of certain accountingstandards until those standards would otherwise apply to private compan

103、ies.We have elected to“opt out”of the extended transitionperiod relating to the exemption from new or revised financial accounting standards and as a result,we comply with new or revisedaccounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth

104、 publiccompanies.Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying withnew or revised accounting standards is irrevocable.Implications of Being a Foreign Private IssuerAs a non-U.S.company which qualifies as a“foreign private issuer”sub

105、ject to reporting requirements under the SecuritiesExchange Act of 1934,as amended(the“Exchange Act”),we are subject to different requirements under the U.S.securities lawsthan U.S.domestic issuers.Corporate Information OceanPal Inc.is a holding company existing under the laws of the Marshall Island

106、s.We maintain our principal executiveoffices at Pendelis 26,175 64 Palaio Faliro,Athens,Greece.Our telephone number at that address is+30-210-9485-360.Ourwebsite address is http:/.The information on our website is not a part of this prospectus.The SEC maintains anInternet site that contains reports,

107、proxy and information statements,and other information regarding issuers that file electronicallywith the SEC.The address of the SECs Internet site is www.sec.gov.None of the information contained on,or that can be accessedthrough,these websites is incorporated into or forms a part of this prospectu

108、s.32025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm10/162Risk Factor SummaryThis summary does not address all the risks that we face.The following is a summary of the risk facto

109、rs which aredescribed in further detail in this section.Risks Relating to our Industry Charter hire rates in the shipping industry are volatile and have fluctuated significantly in the past years,which mayadversely affect our business,financial condition,operating results and our ability to comply w

110、ith loan covenants in anyfuture borrowing facilities we may enter into.The current state of the global financial markets and current economic conditions may adversely impact our results ofoperations,cash flows,and ability to obtain future financing or refinance any future credit facilities on accept

111、able terms,or at all,which may negatively impact our business.Global economic conditions may continue to negatively impact the tanker and dry bulk shipping industry.Geopolitical conditions,such as political instability,terrorist or other attacks,war,international hostilities,economicsanctions restri

112、ctions or other trade restrictions,and global public health concerns,may affect the seaborne transportationindustry and adversely affect our business.Our operating results are subject to seasonal fluctuations,which could affect our operating results.An increase in the price of fuel may adversely aff

113、ect our operating results and cash flows.Worldwide inflationary pressures could negatively impact our results of operations and cash flows.We are subject to complex laws and regulations(including environmental standards such as IMO 2020,standardsregulating ballast water discharge,etc.),including env

114、ironmental regulations that can adversely affect the cost,manner orfeasibility of doing business and our business,results of operations,cash flows,and financial condition.Operational risks and damage to our vessels could adversely impact our performance.If our vessels call on ports located in countr

115、ies or territories that are the subject of sanctions or embargoes imposed by theU.S.government,the United Kingdom,the European Union,the United Nations,or other governmental authorities,orengage in other such transactions or dealings that would be violative of applicable sanctions laws,it could lead

116、 tomonetary fines or penalties and may adversely affect our reputation and the market for our securities.We conduct business in China,where the legal system has inherent uncertainties that could limit the legal protectionsavailable to us.Failure to comply with the U.S.Foreign Corrupt Practices Act c

117、ould result in fines,criminal penalties and an adverseeffect on our business.Changing laws and evolving reporting requirements could have an adverse effect on our business.42025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1

118、869467/000091957425003969/d11845476_f-1a.htm11/162Risks Relating to our Company A decline in the market values of our vessels could limit our ability to borrow funds in the future,trigger breaches ofcertain financial covenants contained in any future borrowing facilities we may enter into,and/or res

119、ult in impairmentcharges or losses on sale.We primarily charter our vessels on time charter trips with short to medium duration in a volatile shipping industry and adecline in charter hire rates could affect our results of operations and our ability to pay dividends.We may not be able to execute our

120、 growth strategy,and we may not realize the benefits we expect from past acquisitionsor future acquisitions or other strategic transactions.We operate secondhand vessels with an age above the industry average which may lead to increased technical problemsfor our vessels,higher operating expenses,aff

121、ect our ability to finance and profitably charter our vessels,to comply withenvironmental standards and future maritime regulations and result in a more rapid depreciation in our vessels market andbook values.We and certain of our principal officers and directors have affiliations with other entitie

122、s that could create conflicts ofinterest detrimental to us.Companies affiliated with our officers and directors,may acquire vessels that compete with vessels in our fleet.Certain of our officers and directors participate in business activities not associated with us,and do not devote all of theirtim

123、e to our business,which may create conflicts of interest and hinder our ability to operate successfully.We depend entirely on other entities to provide the management of our fleet.The termination of our arrangements withthese entities,or their failure to perform their obligations under our managemen

124、t agreements with them,may adverselyaffect our operations.A cyber-attack could materially disrupt our business.Climate change and greenhouse gas restrictions may adversely impact our operations and markets.Increasing scrutiny and changing expectations from investors,banks,and other market participan

125、ts with respect to ourEnvironmental,Social and Governance(“ESG”)policies may impose additional costs on us or expose us to additionalrisks.We are subject to certain risks with respect to our counterparties on contracts,and failure of such counterparties to meettheir obligations could cause us to suf

126、fer losses or otherwise adversely affect our business.In the highly competitive international shipping industry,we may not be able to compete for charters with new entrants orestablished companies with greater resources,and as a result,we may be unable to employ our vessels profitably.We may be unab

127、le to attract and retain qualified key management personnel,key employees or key consultants,whichmay delay our development efforts or otherwise harm our business.Technological innovation and quality and efficiency requirements from our customers could reduce our charter incomeand the value of our v

128、essels.We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.We are exposed to U.S.dollar and foreign currency fluctuations and devaluations that may adversely affect our results ofoperations.52025/7/4 08:44sec.gov/Archives/edgar/data/1869467/00009

129、1957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm12/162We depend upon a few significant customers for a large part of our revenues and the loss of one or more of thesecustomers could adversely affect our operating results and financi

130、al performance.We are an“emerging growth company”and we cannot be certain that the reduced disclosure and other requirementsapplicable to emerging growth companies will not make our Common Shares less attractive to investors.We are a holding company,and we depend on the ability of our subsidiaries t

131、o distribute funds to us in order to satisfy ourfinancial obligations.Because we are organized under the laws of the Marshall Islands,it may be difficult to serve us with legal process orenforce judgments against us,our directors or our management.If we expand our business further,we may need to imp

132、rove our operating and financial systems and will need to recruitsuitable employees and crew for our vessels.We may be subject to United States federal income tax on United States source income,which would reduce our earnings.United States tax authorities could treat the Company as a“passive foreign

133、 investment company,”which could haveadverse United States federal income tax consequences to United States holders.Risks Relating to our Securities We do not have a declared dividend policy and cannot assure you that our board of directors will declare dividendpayments in the future.If we do not ha

134、ve sufficient cash to pay dividends on our Series C Preferred Stock and Series D Preferred Stock whendue,we may suffer adverse consequences.Shares of our Series C and Series D Preferred Stock are convertible into our Common Shares,and our Series E PreferredStock are contingently exercisable into our

135、 Common Shares,which could have an adverse effect on the value of ourCommon Shares.The market prices and trading volume of our Common Shares has and may continue to experience rapid and substantialprice volatility,which could cause purchasers of our Common Shares to incur substantial losses.We may n

136、ot be able to maintain compliance with Nasdaqs continued listing requirements,including as a result of theterms of this offering.We are incorporated in the Marshall Islands,which does not have a well-developed body of corporate law,thus you mayhave more difficulty protecting your interests than shar

137、eholders of a U.S.corporation.As a Marshall Islands corporation and with some of our subsidiaries being Marshall Islands entities and also havingsubsidiaries in other offshore jurisdictions,our operations may be subject to economic substance requirements,whichcould impact our business.Certain of our

138、 affiliates hold certain of our Common Shares and certain of our Preferred Shares that,together,allow themto exert considerable influence over matters on which our shareholders are entitled to vote.Future issuances or sales of our Common Shares could cause the market price of our Common Shares to de

139、cline.Anti-takeover provisions in our organizational documents could make it difficult for our shareholders to replace orremove our current board of directors or have the effect of discouraging,delaying,or preventing a merger or acquisition,which could adversely affect the market price of our Common

140、 Shares.Risks relating to this Offering and the WarrantsNasdaq may halt trading in our Common Shares on Nasdaq or delist our Common Shares for public interest concernsas a result of this offering.We will likely not receive any additional funds upon the exercise of the Warrants.The public offering pr

141、ice will be set by our Board and does not necessarily indicate the actual or market value of ourCommon Shares.2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm13/162As a result o

142、f the price resets and subsequent share adjustments in the Warrants and/or if the Warrants are exercised byway of a zero cash exercise,common shareholders are likely to suffer substantial dilution and see a significant decreasein the value of their Common Shares.Since we have broad discretion in how

143、 we use the proceeds from this offering,we may use the proceeds in ways withwhich you disagree.There is no public market for the Pre-Funded Warrants or Warrants in this offering.62025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/

144、data/1869467/000091957425003969/d11845476_f-1a.htm14/162 THE OFFERING IssuerOceanPal Inc.,a Marshall Islands corporation.Securities offered by us 9,316,770 Units,each Unit consisting of one Common Shareand one Warrant to purchase one Common Share.We are also offering to each purchaser whose purchase

145、 of Unitsin this offering would otherwise result in the purchaser,together with its affiliates,beneficially owning more than4.99%(or,at the election of the purchaser,up to 9.99%)of ouroutstanding Common Shares immediately following theconsummation of this offering,the opportunity to purchase,ifthe p

146、urchaser so chooses,Units including Pre-Funded Warrantsin lieu of the Common Shares that would otherwise result inthe purchasers beneficial ownership exceeding 4.99%(or,atthe election of the purchaser,up to 9.99%)of our outstandingCommon Shares.For each Unit including a Pre-Funded Warrant we sell(wi

147、thoutregard to any limitation on exercise set forth therein),thenumber of Units including a Common Share we are offeringwill be decreased on a one-for-one basis.This prospectus also relates to the offering of the CommonShares issuable upon exercise of the Pre-Funded Warrants andWarrants.Description

148、of the Pre-Funded Warrants and WarrantsEach Pre-Funded Warrant will be exercisable for one CommonShare.Subject to limited exceptions,a holder of Pre-FundedWarrants will not have the right to exercise any portion of itsPre-Funded Warrants if the holder,together with its affiliates,would beneficially

149、own in excess of 4.99%(or,at the electionof the holder,up to 9.99%)of the number of Common Sharesoutstanding immediately after giving effect to such exercise.The purchase price of each Unit including a Pre-FundedWarrant will equal the price per Unit including one CommonShare,minus$0.01,and the exerc

150、ise price of each Pre-FundedWarrant will be$0.01 per Common Share.The Pre-FundedWarrants are immediately exercisable(subject to the beneficialownership cap)and may be exercised at any time until all ofthe Pre-Funded Warrants are exercised in full.72025/7/4 08:44sec.gov/Archives/edgar/data/1869467/00

151、0091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm15/162 The Warrants will be immediately exercisable and may beexercisable until the three(3)year anniversary of the date ofissuance at an exercise price equal to 225%of the publicof

152、fering price.In addition,at 4:01 p.m.Eastern time on the 4thtrading day after the date of issuance(the“First Reset Date”),the exercise price of the Warrants will be reset to a price equalto the lower of(i)the exercise price then in effect and(ii)thegreater of(a)80%of lowest daily volume weighted ave

153、rageprice(“VWAP”)during the period beginning on the 2ndtrading day after the date of issuance and ending on the FirstReset Date(such period,the“First Reset Period”),and(b)50%of the Nasdaq Official Closing Price on the date precedingexecution of the Underwriting Agreement;and the number ofshares issu

154、able upon exercise will be increased such that theaggregate exercise price of the Warrants on the issuance datefor the Common Shares underlying the Warrants thenoutstanding shall remain unchanged.Subsequently,at 4:01p.m.Eastern time on the 8th trading day after the date ofissuance(the“Second Reset D

155、ate”),the exercise price of theWarrants will be reset to a price equal to the lower of(i)theexercise price then in effect and(ii)the greater of(a)80%oflowest VWAP during the period beginning on the 6th tradingday after the date of issuance and ending on the Second ResetDate(such period,the“Second Re

156、set Period”),and(b)30%ofthe Nasdaq Official Closing Price on the date precedingexecution of the Underwriting Agreement;and the number ofshares issuable upon exercise will be increased such that theaggregate exercise price of the Warrants on the issuance datefor the Common Shares underlying the Warra

157、nts thenoutstanding shall remain unchanged.The holders of theWarrants will be permitted to exercise their Warrants during theFirst Reset Period and Second Reset Period,in which case,thedate of exercise shall constitute the First Reset Date or SecondReset Date,as applicable.For the avoidance of doubt

158、,thelower that the stock price of our Common Shares is on the FirstReset Date and Second Reset Date,as applicable,the moreshares that will be issuable pursuant to the Warrants as a resultof the each reset,subject to the floor price of 50%of theNasdaq Official Closing Price on the date preceding exec

159、utionof the Underwriting Agreement,which will be not more thanthe per unit offering price,as it relates to the First Reset andthe floor price of 30%of the Nasdaq Official Closing Price onthe date preceding execution of the Underwriting Agreement asit relates to the Second Reset.Additionally,the Warr

160、ants contain certain mechanisms forcashless exercise,including a zero cash exercise optionpursuant to which holders of the Warrants have the optionduring the period of 90 calendar days following the issue dateof the Warrants,upon exercise and for no additional cashconsideration,to receive an aggrega

161、te number of CommonShares equal to the product of(x)the aggregate number ofCommon Shares that would be issuable upon a cash exercise ofthe Warrant and(y)two(2).Accordingly,we believe it ishighly unlikely that a holder of the Warrants would pay anexercise price in cash to receive one Common Share whe

162、n theholder could instead choose the zero cash exercise option andpay no cash to receive more Common Shares than they wouldreceive if they did pay an exercise price.As a result,we willlikely not receive any additional funds and do not expect toreceive any additional funds upon the exercise of the Wa

163、rrants.2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm16/162As an example,for each Unit that an investor purchases in thisoffering at the assumed offering price of$1.61 per Uni

164、t,theinvestor will receive 1 Common Share and 1 Warrant topurchase 1 Common Share at an exercise price of$3.6225 perCommon Share.Giving effect solely to the potentialadjustment on the First Reset Date and not giving effect to thezero cash exercise option,on the First Reset Date,if ourCommon Shares a

165、re trading at or below the applicable floorprice,each Warrant will become exercisable for a maximum of4.5 Common Shares at an exercise price of$0.805 perCommon Share.If such Warrant is then exercised at such timebased on the zero cash exercise option,the Warrant would beexercisable into 9 Common Sha

166、res.If the Warrant remainsoutstanding as of the Second Reset Date,giving effect solely tothe potential adjustment on the Second Reset Date and notgiving effect to the zero cash exercise option,on the SecondReset Date,if our Common Shares are trading at or below theapplicable floor price,each Warrant

167、 will become exercisablefor a maximum of 7.5 Common Shares at an exercise price of$0.483 per Common Share.If such Warrant is then exercised atsuch time based on the zero cash exercise option,the Warrantwould be exercisable into 15 Common Shares.Accordingly,the maximum number of Common Shares that ma

168、y be issuedupon zero cash exercise of the Warrants at the assumed pricingdescribed herein is 139,751,550 Common Shares.If all of theWarrants offered to investors in this offering,including thosesubject to the Underwriters over-allotment option forWarrants,are exercised on a zero cash basis at the fl

169、oor priceof Warrants,an aggregate of 160,714,275 shares would beissued upon such zero cash exercise without payment to theCompany of any additional cash.For more information regarding the Pre-Funded Warrants andWarrants,you should carefully read the section titled“Description of the Securities We Ar

170、e Offering”in thisprospectus and the form of Pre-Funded Warrant and Form ofWarrant included as exhibits in the Registration Statement thatthis prospectus forms a part.82025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/186946

171、7/000091957425003969/d11845476_f-1a.htm17/162 Preferred share purchase rights Our Common Shares include preferred share purchase rights,as described under the section“Description of Capital Stock”in this prospectus.Number of Common Shares(including Common Sharesunderlying Pre-Funded Warrants)being o

172、ffered by us 9,316,770 shares(or up to 10,714,285 Common Shares if theUnderwriter exercises its over-allotment option for CommonShares in full).Number of Warrants being offered to us Warrants to initially purchase up to 9,316,770 Common Sharesthrough a cash exercise(or warrants to purchase up to10,7

173、14,285 Common Shares through a cash exercise if theUnderwriter exercises its over-allotment option for Warrants infull).However,as a result of the resets and zero cash exerciseoption described herein,the Warrants may be exercisable on azero cash basis for up to 139,751,550 Common Shares(or upto 160,

174、714,275 Common Shares if the Underwriter exercisesits over-allotment option for Warrants in full).Please refer tothe description of the resets and zero cash exercise method,which allows warrant holders to acquire a greater number ofCommon Shares without additional cash consideration,aspermitted unde

175、r the Warrants and described under“Descriptionof the Securities We are Offering.”Common Share to be outstanding prior to this offering1 7,504,982 shares.Common Shares to be outstanding immediately after thisoffering 16,821,752 Common Shares(or up to 18,219,267 CommonShares if the Underwriter exercis

176、es its over-allotment optionfor Common Shares(or Pre-Funded Warrants)in full),excluding any Common Shares issuable under the Warrants.Ifall of the Warrants offered to investors in this offering,including those subject to the Underwriters over-allotmentoption for Warrants,are exercised on a zero cash

177、 basis at thefloor price of the Warrants,an aggregate of up to 160,714,275shares would be issued upon such zero cash exercise withoutpayment to the Company of any additional cash.Over-allotment optionWe have granted the Underwriter an option exercisable within45 days of the date of this prospectus t

178、o purchase from us up to1,397,515 additional Common Shares at the assumed publicoffering price of$1.60 per share and/or up to 1,397,515Warrants at a purchase price of$0.01 per Warrant,less theunderwriting discounts payable by us,solely to cover over-allotments,if any.Use of proceeds We estimate that

179、 the net proceeds from this offering will beapproximately$13.75 million(assuming the sale of all Unitsoffered)or$15.84 million(including the exercise of the over-allotment option granted),after deducting Underwriter fees andestimated offering expenses payable by us,and assuming noexercise of the War

180、rants,based on an assumed public offeringprice of$1.61 per Unit.We currently intend to use the netproceeds of this offering,after deducting Underwriter fees andestimated offering expenses payable by us,for generalcorporate purposes,which may include,among other things,funding for working capital nee

181、ds and fleet expansion.See“Use of Proceeds.”2025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm18/162(1)Based on 7,504,982 Common Shares outstanding as of June 13,2025.92025/7/4 08

182、:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm19/162 Listing Our Common Shares currently trade on the Nasdaq CapitalMarket symbol“OP.”There are no established public tradingmarkets for t

183、he Pre-Funded Warrants or the Warrants,and wedo not expect such markets to develop.We do not intend to listthe Pre-Funded Warrants or the Warrants on any securitiesexchange or other trading market.Risk Factors An investment in our securities involves substantial risks.See“Risk Factors”and the other

184、information included in thisprospectus for a discussion of the factors you should considercarefully before deciding to invest in shares of our securities.You should be aware that Nasdaq may halt trading in ourCommon Shares and/or delist our Common Shares for publicinterest concerns.See“Risk Factors

185、Nasdaq may halttrading in our Common Shares on Nasdaq or delist ourCommon Shares for public interest concerns as a result of thisoffering.”102025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845

186、476_f-1a.htm20/162RISK FACTORS Risks Relating to our Industry Charter hire rates depend on the demand for,and supply of,product tanker and dry-bulk vessels.All of our revenues are generated from operating a fleet comprised of dry-bulk carriers and a product tanker.Rates(including bothtrip charter ra

187、tes and freight rates)among different types of vessels in these sectors can be highly volatile.The factors affecting thesupply and demand for product tankers and dry-bulk vessels are beyond our control,and the nature,timing and degree of changesin industry conditions are unpredictable and we may not

188、 be able to correctly assess the nature,timing and degree of these.The factors that influence the demand for dry-bulk vessel capacity include:supply of and demand for and seaborne transportation of energy resources(e.g.coal),commodities,and semi-finished andfinished consumer and industrial products;

189、changes in the exploration or production of energy resources,commodities,and semi-finished and finished consumer andindustrial products;the location of regional and global exploration,production and manufacturing facilities;changes in seaborne and other transportation patterns,including the distance

190、 cargo is transported by sea for reasonsincluding but not limited to reductions in canal capacities,any geopolitical conflict and military responses;the location of consuming regions for energy resources,commodities,and semi-finished and finished consumer andindustrial products;andthe globalization

191、of production and manufacturing.Factors that influence demand for product tanker capacity include:demand and supply for refined petroleum products and other liquid bulk products such as vegetable and edible oils;competition from alternative sources of energy and a shift in consumer demand towards ot

192、her energy resources such aswind,solar or water energy as well as greater use of electric powered vehicles;increases in the production of refined petroleum products in areas linked by pipelines to consuming areas,the extension ofexisting,or the development of new,pipeline systems in markets we may s

193、erve,or the conversion of existing non-oilpipelines to refined petroleum products pipelines in those areas;the introduction of new,expansion or closure of crude oil refineries,the distance oil and refined petroleum products aremoved by sea and changes in transportation patterns;andcompetition from o

194、ther shipping companies and other modes of transportation,such as railroads that compete with producttankers.112025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm21/162The factors

195、that influence the demand for both product tanker and dry-bulk carrier capacity include:technological developments,which affect the efficiency of vessels and time to vessel obsolescence;the globalization of manufacturing and developments of transportation services;global and regional economic and po

196、litical conditions,armed conflicts,including the conflicts between Russia andUkraine and between Israel and Hamas and fluctuations in industrial and agricultural production;disruptions and developments in international trade,including the increased vessel attacks and piracy in the Red Sea andGulf of

197、 Aden in connection with the conflict between Israel and Hamas;international sanctions,embargoes,import and export restrictions,trade disputes,tariffs,nationalizations,piracy andterrorist attacks;legal and regulatory changes including regulations adopted by supranational authorities and/or industry

198、bodies,such assafety and environmental regulations and requirements;weather,natural and health disasters,generally;and currency exchange rates.Demand for our oceangoing vessels is dependent upon economic growth in the worlds economies,seasonal and regional changesin demand and changes to the capacit

199、y of the global dry bulk fleet and tanker fleet and the sources and supply of dry bulk cargo andpetroleum and other liquid bulk products transported by sea.Continued adverse economic,political or social conditions or otherdevelopments could further negatively impact charter rates and therefore have

200、a material adverse effect on our business results,results of operations and ability to pay dividends,if and when declared.The factors that influence the supply for both dry-bulk carrier and product tanker capacity include:the number of newbuilding orders and deliveries,including delays in vessel del

201、iveries;the number of shipyards and ability of shipyards to deliver vessels;port or canal congestion;potential disruption,including supply chain disruptions,of shipping routes due to accidents or political events;scrapping of older vessels;speed of vessel operation;vessel casualties;technological ad

202、vances in vessel design,capacity,propulsion technology and fuel consumption efficiency;the degree of scrapping or recycling of older vessels,depending,among other things,on scrapping or recycling rates andinternational scrapping or recycling regulations;the price of steel and vessel equipment;produc

203、t imbalances(affecting the level of trading activity)and developments in international trade;122025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm22/162number of vessels that are o

204、ut of service,namely those that are laid-up,drydocked,awaiting repairs or otherwise notavailable for hire;availability of financing for new vessels and shipping activity;changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels orearly

205、 obsolescence of tonnage;and changes in environmental and other regulations that may limit the useful lives of vessels.The volatility in charter rates affects our revenues and operating results and also affects the value of our vessels,which follow thetrends of each industry charter rates.The charte

206、r hire rate references most likely to be monitored are the freight rate indices issuedby the Baltic Exchange.These references are based on actual charter hire rates under charters entered into by market participants aswell as daily assessments provided to the Baltic Exchange by a panel of major ship

207、brokers The Baltic Dry Index,or the BDI,a daily average of charter rates for key dry bulk routes published by the Baltic Exchange,haslong been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market as well as theperformance of the entire dry bulk shipping market

208、and has been very volatile.In 2024,the BDI ranged from a high of 2,419 onMarch 18,2024,to a low of 976 on December 19,2024.During the first months of 2025,BDI ranged from a low of 715 onJanuary 30,2025,to a high of 1,904 on June 12,2025.There can be no assurance that the dry bulk charter market will

209、 improve orcontinue at the current levels,and the market could again decline in the future.The Baltic Dirty Tanker Index,or the BDTI,a daily average of charter rates issued by the Baltic Exchange that takes into accountinput from brokers around the world regarding crude oil fixtures for various rout

210、es and oil tanker vessel sizes,is volatile.In 2024,the BDTI ranged from a high of 1,552 on January 16,2024,to a low of 860 on September 26,2024.During the first months of2025,BDTI ranged from a low of 799 on January 9,2025,to a high of 1,152 on April 17,2025,and closed at 909 on June 12,2025.The Bal

211、tic Clean Tanker Index,or BCTI,a comparable index to the BDTI,has similarly been volatile in 2024 with a high of1,411 on January 1,2024 and a low of 460 on November 12,2024.BCTI ranged from a low of 571 on May 8,2025,to a high of848 on March 21,2025 and closed at 600 on June 12,2025.There can be no

212、assurance that the crude oil and petroleum productscharter market will improve or continue at the current levels,and the market could again decline in the future.We anticipate that future demand for our vessels,and in turn our future charter rates,will be dependent upon economic growth inthe worlds

213、economies,as well as seasonal and regional changes in demand and changes in the capacity of the worlds fleet.Therecan be no assurance that economic growth will not stagnate or decline leading to a decrease in vessel values and charter rates.Adecline in vessel values and charter rates would have an a

214、dverse effect on our business,financial condition,results of operation andability to pay dividends.These factors influencing the supply of and demand for dry-bulk carrier and product tanker capacity and charter rates are outside ofour control,and we may not be able to correctly assess the nature,tim

215、ing and degree of changes in industry conditions.We cannotassure you that we will be able to successfully charter our dry-bulk vessels and our product tankers in the future at all or at ratessufficient to allow us to meet our contractual obligations,including repayment of any future indebtedness.Fur

216、thermore,if new dry-bulk carriers and product tankers are built that are more efficient,more flexible,have longer physical livesor use more environmentally friendly fuel than our vessels,competition from these more technologically advanced vessels couldadversely affect the amount of charter hire pay

217、ments we receive for our vessels and the resale value of our vessels couldsignificantly decrease.In addition,we may not be able to provide or maintain Environmental,Social and Governance standards(“ESG”)acceptable to customers,regulators and financing sources.132025/7/4 08:44sec.gov/Archives/edgar/d

218、ata/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm23/162The current state of the global financial markets and current economic conditions may adversely impact our results ofoperations,cash flows,and ability to obtain

219、future financing or refinance any future credit facilities on acceptable terms,or atall,which may negatively impact our business.Global financial markets can be volatile and a contraction in available credit may occur as economic conditions change.In recentyears,operating businesses in the global ec

220、onomy have faced weakening demand for goods and services,deteriorating internationalliquidity conditions,and declining markets which led to a general decline in the willingness of banks and other financialinstitutions to extend credit,particularly in the shipping industry.In the future,our ability t

221、o obtain credit to finance and expand ouroperations may be negatively affected by such changes and volatility.We face risks attendant to changes in economic environments,changes in interest rates,and instability in the banking and securitiesmarkets around the world,among other factors which may have

222、 a material adverse effect on our results of operations and financialcondition and may cause the price of our Common Shares to decline.Global economic conditions may continue to negatively impact dry bulk and the product tanker shipping industry.Major market disruptions and adverse changes in market

223、 conditions and the regulatory climate in China,the United States,theEuropean Union and worldwide may adversely affect our business.In past years,China and India have had two of the worlds fastest growing economies in terms of gross domestic product and havebeen the main driving forces behind increa

224、ses in shipping trade and the demand for marine transportation.Accordingly,ourfinancial condition and operating results,as well as our future prospects,would likely be hindered by an economic downturn in anyof these countries or geographic regions.While China,in particular,has enjoyed rates of econo

225、mic growth significantly above theworld average,slowing economic growth rates may reduce the countrys contribution to world trade growth,especially in view ofdeteriorating real estate property values.If economic growth declines in China,India and other countries in the Asia Pacific region,we may fac

226、e decreases in shipping trade and demand.The level of imports to and exports from China may also be adverselyaffected by changes in political,economic,and social conditions(including a slowing of economic growth)or other relevantpolicies of the Chinese government,such as changes in laws,regulations

227、or export and import restrictions,internal politicalinstability,changes in currency policies,changes in trade policies and territorial or trade disputes.It is also possible that tariffs(orother laws and regulations)will be adopted,and trade agreements will be renegotiated with China also causing adv

228、erse effects onthe industry.Furthermore,a slowdown in the economies of the United States or the European Union,or certain other Asiancountries may also have adverse impacts on economic growth in the Asia Pacific region.Therefore,a negative change in theeconomic conditions(including any negative chan

229、ges resulting from any pandemic)of any of these countries or elsewhere mayreduce demand for certain goods and,thus shipping,which could have a material adverse effect on our business,financialcondition and operating results,as well as our prospects.An increase in trade protectionism,the unravelling

230、of multilateral trade agreements and a decrease in the level of Chinasexport of goods and import of raw materials could have a material adverse impact on our charterers business and,in turn,could cause a material adverse impact on our results of operations,financial condition and cash flows.Our oper

231、ations expose us to the risk that increased trade protectionism may adversely affect our business.Recently,governmentleaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face ofimports,thereby depressing the demand for shipping.R

232、estrictions on imports,including in the form of tariffs,could have a major impact on global trade and demand for shipping.Specifically,increasing trade protectionism in the markets that our charterers serve may cause an increase in(i)the cost of goodsexported from exporting countries,(ii)the length

233、of time required to deliver goods from exporting countries,(iii)the costs of suchdelivery and(iv)the risks associated with exporting goods.These factors may result in a decrease in the demand of goods to beshipped.Protectionist developments,or the perception they may occur,may have a material advers

234、e effect on global economicconditions,and may significantly reduce global trade,including trade between the United States and China,among other countries.These developments would also have an adverse impact on our charterers business,operating results and financial condition whichcould,in turn,affec

235、t our charterers ability to make timely payments to us and impair our ability to renew charters and grow ourbusiness.Any of these developments could have a material adverse effect on our business,results of operations and financialcondition,as well as our cash flows,including cash available for divi

236、dends to our stockholders.142025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm24/162The U.S.government has made statements and taken actions that may impact U.S.and international

237、trade policies,including tariffsaffecting certain Chinese industries.The new tariffs announced by the Trump administration include tariffs on imports fromCanada,Mexico and China,as well as on imports of steel and aluminum and automobiles and auto parts.The administration alsoannounced the imposition

238、 of a reciprocal tariff policy on most foreign imports subject to certain specified exclusions that appliedan additional 10%duty beginning on April 5,2025.Additional country-specific duties against certain trading partners were initiallyeffective beginning on April 9,2025,but are now subject to a su

239、spension for 90 days until July 9,2025(although additional tariffsagainst China presently remain in effect).It is unknown whether and to what extent these new tariffs will be retained,expanded orotherwise modified by the U.S.,or the effect that any such actions would have on us or our industry.If an

240、y new tariffs,legislationand/or regulations are implemented,or if existing trade agreements are renegotiated or,in particular,if the U.S.government takesretaliatory trade actions due to,among other things,the ongoing U.S.-China trade tensions or in response to the imposition ofretaliatory tariffs fr

241、om other countries,such changes could have an adverse effect on our business,results of operations andfinancial condition.Additionally,U.S.trade tensions with China may further escalate as a result of a proposal by the Trump administration to imposesignificant fees on any Chinese-owned,Chinese-opera

242、ted,or Chinese-built vessel entering a U.S.port.The revised proposal of theU.S.Trade Representative(USTR),if adopted as proposed,would require Chinese shipping companies to pay a fee per net tonnageper port call and those companies operating Chinese-built vessels to be charged a per net tonnage or p

243、er container discharged perU.S.port call.It is unknown whether and to what extent these new port fees on Chinese shipping companies and vessels will beadopted,or the effect that they would have on us or our industry generally.Furthermore,the government of China has implemented economic policies aime

244、d at increasing domestic consumption of Chinese-made goods.This may have the effect of reducing the supply of goods available for export and may,in turn,result in a decrease ofdemand for container shipping.Many of the reforms,particularly some limited price reforms that result in the prices for cert

245、aincommodities being principally determined by market forces,are unprecedented or experimental and may be subject to revision,change or abolition.Regulations relating to ballast water discharge may adversely affect our revenues and profitability.The IMO has imposed updated guidelines for ballast wat

246、er treatment systems specifying the maximum amount of viable organismsallowed to be discharged from a vessels ballast water.Depending on the date of the International Oil Pollution Prevention(IOPP)renewal survey,existing vessels constructed before September 8,2017 must comply with the updated D-2 Di

247、scharge PerformanceStandard(D-2 standard)on or after September 8,2019.For most vessels,compliance with the D-2 standard will involveinstalling on-board systems to treat ballast water and eliminate unwanted organisms.Vessels constructed on or after September 8,2017 are to comply with the D-2 standard

248、s on or after September 8,2017.The IMO has imposed updated guidelines for ballastwater management systems specifying the maximum number of viable organisms allowed to be discharged from a vessels ballastwater.Vessels are required to meet the D-2 standard by installing an approved Ballast Water Manag

249、ement System(or BWMS).BWMSs installed on or after October 28,2020,shall be approved in accordance with BWMS Code,while BWMSs installed beforeOctober 23,2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code.All of our vesselshave installed approved ballast water m

250、anagement systems.Furthermore,United States regulations are currently changing.Although the 2013 Vessel General Permit(“VGP”)program andU.S.National Invasive Species Act(“NISA”)are currently in effect to regulate ballast discharge,exchange and installation,theVessel Incidental Discharge Act(“VIDA”),

251、which was signed into law on December 4,2018,requires that the EPA developnational standards of performance for approximately 30 discharges,similar to those found in the VGP within two years.OnOctober 26,2020,the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National

252、Standards ofPerformance under VIDA.On September 24,2024,the EPA finalized its rule on Vessel Incidental Discharge Standards ofPerformance.USCG must develop corresponding implementation,compliance and enforcement regulations regarding ballast waterwithin two years.While all our vessels are equipped w

253、ith ballast water treatment system and we believe all our vessels are incompliance with the new regulations,any changes in such regulations could require the installation of new equipment may cause usto incur substantial costs.152025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d1

254、1845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm25/162Geopolitical conditions,such as political instability,terrorist or other attacks,war,international hostilities,economic sanctionsor other trade restrictions,and global public health concerns,may

255、 affect the seaborne transportation industry and adverselyaffect our business.We are an international shipping company that conducts most of our operations outside the United States,and our business,resultsof operations,cash flows,financial condition and ability to pay dividends,if and when declared

256、,in the future may be adverselyaffected by changing economic,political and government conditions in the countries and regions where our vessels are employedor registered.Moreover,we operate in a sector of the economy that is likely to be adversely impacted by the effects of politicalconflicts,includ

257、ing the current political instability in the Middle East(including in Israel and Gaza),Ukraine,the South China Searegion and other geographic countries and areas,geopolitical events,terrorist or other attacks,war(or threatened war)andinternational hostilities,including the recent increase in tension

258、s between India and Pakistan.The response of the United States andothers to terrorist attacks,as well as the threat of future terrorist attacks around the world,continues to cause uncertainty in theworlds financial markets and may affect our business,operating results,and financial condition.Continu

259、ing conflicts and recentdevelopments in Ukraine and the Middle East,and increased tensions between the U.S.and China,Russia,Iran and certain terroristorganizations,as well as the presence of U.S.or other armed forces in various other regions,may lead to additional acts ofterrorism and armed conflict

260、 around the world,which may contribute to further economic instability in the global financialmarkets.As a result of the above,insurers have increased premiums and reduced or restricted coverage for losses caused byterrorist acts generally.These uncertainties could also adversely affect our ability

261、to obtain additional financing on terms acceptableto us or at all.Any of these occurrences could have a material adverse impact on our operating results,revenues and costs.Additionally,events in other jurisdictions could impact global markets,including foreign exchange and securities markets;anyresu

262、lting changes in currency exchange rates,tariffs,treaties and other regulatory matters could in turn adversely impact ourbusiness and operations.In the past,political instability has also resulted in attacks on vessels,mining of waterways and other efforts to disrupt internationalshipping,particular

263、ly in the Arabian Gulf region,in and around the Red Sea with attacks on vessels by armed Houthi groups inconnection with the ongoing conflict in the Gaza Strip between Israel and Hamas,and in the Black Sea in connection with theongoing conflict in Ukraine.Acts of terrorism and piracy have also affec

264、ted vessels trading in regions such as the South China Seaand the Gulf of Aden off the coast of Somalia,among others.Any of these occurrences could have a material adverse impact on ourfuture performance,operating results,cash flows and financial position.Beginning in February of 2022,the United Sta

265、tes,the United Kingdom and the European Union,among other countries,announcedvarious economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region,which mayadversely impact our business.The ongoing conflict could result in the imposition of further economic s

266、anctions or new categoriesof export restrictions against individuals or entities in or connected to Russia.While in general much uncertainty remains regardingthe global impact of the conflict in Ukraine,it is possible that such tensions could adversely affect the Companys business,financial conditio

267、n,operating results and cash flows.The United States has issued several Executive Orders that prohibit certain transactions related to Russia,including the importationof certain energy products of Russian Federation origin into the United States(including crude oil,petroleum,petroleum fuels,oils,liq

268、uefied natural gas and coal),and all new investments in Russia by U.S.persons,among other prohibitions and export controls,and has issued numerous determinations authorizing the imposition of sanctions on persons who operate or have operated in theenergy,metals and mining,and marine sectors of the R

269、ussian Federation economy,among others.Increased restrictions on thesesectors,or the expansion of sanctions to new sectors,may pose additional risks that could adversely affect our business andoperations.Furthermore,the United States and the G7 have implemented a Russian petroleum“price cap policy”w

270、hich prohibits a variety ofspecified services related to the maritime transport of Russian Federation origin crude oil and petroleum products,includingtrading/commodities brokering,financing,shipping,insurance(including reinsurance and protection and indemnity),flagging,andcustoms brokering.An excep

271、tion exists to permit such services when the price of the seaborne Russian oil does not exceed therelevant price cap;but implementation of this price exception relies on a recordkeeping and attestation process that requires eachparty in the supply chain of seaborne Russian oil to demonstrate or atte

272、st that oil has been purchased at or below the price cap.Further,effective as of February 27,2025,the United States has also prohibited the provision of petroleum services by U.S.personsto persons located in Russia.An exception exists for the provision of petroleum services in certain specified circ

273、umstances,including for the provision of services for products purchased at or below the aforementioned price caps.Violations of theprohibition on petroleum services or the price cap policy,including the risk that information,documentation,or attestationsprovided by parties in the supply chain are l

274、ater determined to be false,may pose additional risks adversely affecting our business.162025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm26/162Our business could also be adverse

275、ly impacted by trade tariffs,trade embargoes or other economic sanctions that limit tradingactivities between the United States or other countries and countries in the Middle East,Asia,or elsewhere as a result of terroristattacks,hostilities or diplomatic or political pressures,including as a result

276、 of ongoing tensions involving Russia,Iran,and Chinaand the current conflicts between Russia and Ukraine and in the Middle East.Governments may also turn to trade barriers to protect their domestic industries against foreign imports,thereby depressingshipping demand.Protectionist developments,or the

277、 perception that they may occur,may have a material adverse effect on globaleconomic conditions,and may significantly reduce global trade.Moreover,increasing trade protectionism may cause an increase in(a)the cost of goods exported from regions globally,(b)the length of time required to transport go

278、ods and(c)the risks associatedwith exporting goods.Such increases may significantly affect the quantity of goods to be shipped,shipping time schedules,voyagecosts and other associated costs,which could have an adverse impact on our charterers business,operating results and financialcondition and cou

279、ld thereby affect their ability to make timely charter hire payments to us.This could have a material adverseeffect on our business,financial condition and operating results.In February 2025,the United States also proposed certain service fees to be levied against Chinese maritime transport operator

280、s,maritime transport operators with fleets comprised in whole or in part of Chinese-built vessels,and maritime transport operatorswith prospective orders for Chinese-built vessels,together with certain restrictions on services to promote the transport of U.S.goods on U.S.vessels,and other measures a

281、s outlined in the Office of the United States Trade Representatives(USTR)publicnotice.Following the receipt of public comment and hearings in March 2025,a revised notice of action(the“Notice of Action”)was issued on April 17,2025.In the revised Notice of Action,the USTR has determined to impose serv

282、ice fees on(i)Chinesevessel operators and vessel owners of China(whose names would appear on the Vessel Entrance or Clearance Statement(U.S.Customs and Border Protection(CBP)Form 1300 or its electronic equivalent),as further set forth in Annex I to the Notice ofAction;(ii)vessel operators of Chinese

283、-built vessels,as set forth in Annex II to the Notice of Action;(iii)vessel operators offoreign-built vehicle carriers,as set forth in Annex III to the Notice of Action.The fees set forth in Annex I III are not cumulative,meaning that a vessel will be subject to either one of the three fees set out

284、ineach Annex,or will be subject to the requirement under Annex IV.Furthermore,the fees set forth in each Annex do not commenceuntil October 14,2025,and the USTR has determined that any such fee would be charged per rotation or string of U.S.port calls,and no more than five times per year on an indiv

285、idual vessel.The USTR has also determined that fees will be phased in for vesselsfalling within the scope of an Annex.Annex I fees are determined based on the net tonnage of the vessel,beginning at$50 per netton effective as of October 14,2025,and increasing$30 per year for the following three years

286、,up to an amount of$140 per net toneffective as of April 17,2028.Vessel operators of Chinese-built vessels subject to Annex II fees would pay the higher of twoalternative fee calculation methods based on the net tonnage of arriving vessels or based on the containers discharged by suchvessels,ranging

287、 from$18$33 per net ton or$120$250 per container discharged,which fees would be phased in betweenOctober 14,2025 and April 17,2028.A number of exceptions to the Annex II fees exist for Chinese-built vessels,includingexemptions for U.S.government cargo;U.S.-owned or U.S.-flagged vessels enrolled in c

288、ertain specified government securityprograms;vessels arriving empty or in ballast;vessels with a capacity equal to or less than 4,000 TEUs,55,000 deadweight tons,oran individual bulk capacity of 80,000 deadweight tons;and U.S.-owned vessels;among other exemptions.Annex III,whichapplies to foreign-bu

289、ilt vehicle carriers,applies a$150 service fee effective as of October 14,2025 in the amount of$150 per CEUcapacity of an entering non-U.S.built vessel.Annex IV to the Notice of Action additionally requires a gradually increasingpercentage of LNG exports to be exported by U.S.-built,U.S.-flagged,and

290、 U.S.-operated vessels,by way of the implementation ofan export licensing system and related reporting obligations to be introduced in or about April 2028.172025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957

291、425003969/d11845476_f-1a.htm27/162Finally,the Notice of Action includes additional proposed tariffs on ship-to-shore cranes and cargo handling equipment of Chinaset out in Annex V,which remain under consideration and as to which a public hearing was scheduled for May 19,2025.Itremains uncertain whet

292、her and to what extent further modifications may be proposed as part of the USTRs actions,and the effectthat the USTRs actions would have on us or our industry generally.In addition,public health threats,influenza and other highly communicable diseases or viruses,outbreaks of which have from timeto

293、time occurred in various parts of the world in which we operate,including China,Japan and South Korea,which may evenbecome pandemics,could lead to a significant decrease of demand for the transportation of dry bulk or refined petroleum cargoes.Such events may also adversely impact our operations,inc

294、luding timely rotation of our crews,the timing of completion of anyoutstanding or future repair works in drydock as well as the operations of our customers.Delayed rotation of crew may adverselyaffect the mental and physical health of our crew and the safe operation of our vessels as a consequence.O

295、utbreaks of epidemic and pandemic diseases and governmental responses thereto could adversely affect our business.The extent to which our business,the global economy and the seaborne transportation industry may be negatively affected byfuture pandemics,epidemics or other outbreaks of infectious dise

296、ases is highly uncertain and will depend on numerous evolvingfactors that we cannot predict,including,but not limited to(i)the duration and severity of the infectious disease outbreak;(ii)theimposition of restrictive measures to combat the outbreak and slow disease transmission;(iii)the introduction

297、 of financial supportmeasures to reduce the impact of the outbreak on the economy;(iv)volatility in the demand for and price of oil and gas;(v)shortages or reductions in the supply of essential goods,services or labor;and(vi)fluctuations in general economic or financialconditions tied to the outbrea

298、k,such as a sharp increase in interest rates or reduction in the availability of credit.We cannot predictthe effect that an outbreak of any future infectious disease outbreak,pandemic or epidemic may have on our business,results ofoperations and financial condition,which could be material and advers

299、e.Organizations across industries,including ours,are rightlyfocusing on their employees well-being,whilst making sure that their operations continue undisrupted and at the same time,adapting to the new ways of operating.Our operating results are subject to seasonal fluctuations,which could affect ou

300、r operating results.We operate our vessels in markets that have historically exhibited seasonal variations in demand and,as a result,in charter rates.This seasonality may result in quarter-to-quarter volatility in our operating results.The dry bulk carrier market is typically strongerin the fall and

301、 winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphereduring the winter months.For the product tanker segment,markets are typically stronger in the fall and winter months as well inanticipation of increased oil and petroleum products consum

302、ption in the norther hemisphere and refinery maintenance that istypically conducted in the summer months.In addition,unpredictable weather patterns in these months and variations in oilreserves tend to disrupt vessel scheduling and supplies of certain commodities.As a result,our revenues may be weak

303、er during thefiscal quarters ending June 30 and September 30,and,conversely,our revenues may be stronger in fiscal quarters ending December31 and March 31.While this seasonality will not directly affect our operating results,it could materially affect our operating resultsto the extent our vessels a

304、re employed in the spot market in the future.An increase in the price of fuel may adversely affect our operating results and cash flows.While we generally do not bear the cost of fuel for vessels operating on time charters,fuel is also a significant factor in negotiatingcharter rates and the largest

305、 expense in our shipping operations when our vessels are off-hire and/or idle or when our vesselsoperate in the spot market under voyage charters.As a result,an increase in the price of fuel beyond our expectations mayadversely affect our profitability as relevant circumstances may arise at the time

306、 of charter negotiation and can affect us in bothdirect and indirect ways.The price and supply of fuel is unpredictable and fluctuates based on events outside our control,includinggeopolitical developments,supply and demand for oil and gas,actions by the Organization of Petroleum Exporting Countries

307、(the“OPEC”),and other oil and gas producers,war and armed conflicts and other hostilities such as the ongoing conflict betweenRussia and the Ukraine and Israel and Hamas,maritime incidents in and around the Red Sea,the unrest in oil producing countriesand regions,regional production patterns and env

308、ironmental concerns.Any future increase in the cost of fuel may reduce theprofitability and competitiveness of our business.Even where the cost of fuel is borne by the charterer,which is the case with all ofour existing time charters,that cost may affect the level of charter rates that charterers ar

309、e prepared to pay.Any increases to bunkercosts for our vessels when off-hire and/or idle or under voyage charter have,could have an adverse impact on our operating resultsand cash flows.This might lead to a decrease in the economic viability of older vessels that lack fuel efficiency and a reduction

310、 ofuseful lives of these vessels.182025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm28/162A shift in consumer demand from oil products towards other energy sources or changes to

311、trade patterns for refined petroleumproducts may have a material adverse effect on our business.A significant percentage of seaborne cargoes on product tankers consist of refined petroleum products for the transportation sector,including diesel,gasoline and jet fuel.A shift in or disruption of consu

312、mer demand from oil products towards other energy sourcessuch as electricity,natural gas,liquified natural gas,hydrogen or ammonia could potentially affect the demand for our producttanker vessel.A shift from the use of internal combustion engine vehicles may also reduce the demand for oil products.

313、Thesefactors could have a material adverse effect on our future performance,results of operations,cash flows and financial position.“Peak oil”is the year when the maximum rate of extraction of oil is reached.The U.S.Energy Information Administration forecasts“peak oil”demand could occur anytime betw

314、een 2030 to 2040,depending on economics and how governments respond to globalwarming.However,OPEC forecasts that demand for oil will reach 116 million barrels per day by 2045,despite transition towardother energy sources.Irrespective of“peak oil”,the continuing shift in consumer demand from oil towa

315、rds other energy resourcessuch as wind energy,solar energy,hydrogen energy or nuclear energy as well shifts in government commitments and support forenergy transition programs,may have a material adverse effect on our future performance,results of operations,cash flows andfinancial position.Seaborne

316、 trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production,locations of consumption,pricing differentials and seasonality,and,more recently,government sanctions.Changes to the tradepatterns of refined oil products may have a significant

317、 negative or positive impact on the ton-miles and therefore the demand forour tanker.For example,the ongoing armed conflict in Ukraine has resulted in significant changes to the movement oftransportation fuels,primarily diesel,within the EU.These activities could have a material adverse effect on ou

318、r futureperformance,results of operations,cash flows and financial position.Worldwide inflationary pressures could negatively impact our results of operations and cash flows.Over the last few years,worldwide economies have experienced inflationary pressures,with price increases seen across manysecto

319、rs globally,though showing signs of de-escalation as compared with previous years.The ongoing effects of inflation in theglobal economy generally and more specifically in the shipping industry,could result in increased operating,voyage andadministrative costs for our vessels.Furthermore,the effects

320、of inflation on the supply and demand of the products we transportcould alter demand for our services.Interventions in the economy by central banks in response to inflationary pressures may slowdown economic activity,including by altering consumer purchasing habits and reducing demand for the commod

321、ities and productswe carry,and cause a reduction in trade.As a result,the volumes of goods we deliver and/or charter rates for our vessels may beaffected.Any of these factors could have an adverse effect on our business,financial condition,cash flows and operating results.We are subject to complex l

322、aws and regulations(including environmental standards such as IMO 2020,standards regulatingballast water discharge,etc.),including environmental regulations that can adversely affect the cost,manner or feasibility ofdoing business and our business,results of operations,cash flows and financial condi

323、tion.Our business and the operations of our vessels are materially affected by environmental regulation in the form of internationalconventions,national,state and local laws and regulations in force in the jurisdictions in which our vessels operate,as well as in thecountry or countries of their regi

324、stration,including those governing the management and disposal of hazardous substances andwastes,the cleanup of oil spills and other contamination,air emissions(including greenhouse gases),water discharges and ballastwater management.These regulations include,but are not limited to,European Union re

325、gulations,the U.S.Oil Pollution Act of1990,requirements of the U.S.Coast Guard,or USCG and the U.S.Environmental Protection Agency,the U.S.Clean Air Act of1970(including its amendments of 1977 and 1990),the U.S.Clean Water Act,and the U.S.Maritime Transportation Security Actof 2002,and regulations o

326、f the IMO,including the International Convention on Civil Liability for Oil Pollution Damage of 1969,the International Convention for the Prevention of Pollution from Ships of 1973,as modified by the Protocol of 1978,collectivelyreferred to as MARPOL 73/78 or MARPOL,including designations of Emissio

327、n Control Areas,thereunder,SOLAS,theInternational Convention on Load Lines of 1966,the International Convention of Civil Liability for Bunker Oil Pollution Damage,and the ISM Code.Because such conventions,laws,and regulations are often revised,we cannot predict the ultimate cost ofcomplying with suc

328、h requirements or the impact thereof on the re-sale price or useful life of any vessel that we own or will acquire.Additional conventions,laws and regulations may be adopted that could limit our ability to do business or increase the cost of ourdoing business and which may materially adversely affec

329、t our operations.Government regulation of vessels,particularly in theareas of safety and environmental requirements,continue to change,requiring us to incur significant capital expenditures on ourvessels to keep them in compliance,or even to scrap or sell certain vessels altogether.In addition,we ma

330、y incur significant costs inmeeting new maintenance and inspection requirements,in developing contingency arrangements for potential environmentalviolations and in obtaining insurance coverage.192025/7/4 08:44sec.gov/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htmhttps:/www.sec.gov

331、/Archives/edgar/data/1869467/000091957425003969/d11845476_f-1a.htm29/162In addition,we are required by various governmental and quasi-governmental agencies to obtain certain permits,licenses,certificates,approvals and financial assurances with respect to our operations.Our failure to maintain necess

332、ary permits,licenses,certificates,approvals or financial assurances could require us to incur substantial costs or temporarily suspend operation of one ormore of the vessels in our fleet,or lead to the invalidation or reduction of our insurance coverage.Environmental requirements can also affect the

333、 resale value or useful lives of our vessels,require a reduction in cargo capacity,ship modifications or operational changes or restrictions,lead to decreased availability of insurance coverage for environmentalmatters or result in the denial of access to certain jurisdictional waters or ports,or detention in certain ports.Under local,nationaland foreign laws,as well as international treaties and