Overland Advantage Reports Unregistered Equity Sales

TL;DR

Overland Advantage sold unregistered equity. Details in 8-K.

AI Summary

Overland Advantage filed an 8-K on December 18, 2025, reporting unregistered sales of equity securities that occurred on December 16, 2025. The filing details the company's corporate information, including its incorporation in Delaware and its principal executive offices located at 375 Park Avenue, New York.

Why It Matters

This filing indicates that Overland Advantage has issued equity securities without a prior registration, which could have implications for existing shareholders and regulatory compliance.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate a need for capital or specific financing arrangements that may carry inherent risks.

Key Numbers

• 814-01698 — SEC File Number (Identifies the company's filing history with the SEC.)
• 92-6424189 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Overland Advantage (company) — Registrant
• December 16, 2025 (date) — Date of earliest event reported
• December 18, 2025 (date) — Date of Report
• 375 Park Avenue, 11th Floor, New York, NY 10152 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — hares of beneficial interest, par value $0.001 per share (the " Common Shares "), for
• $79,669,116 — "), for an aggregate offering price of $79,669,116 (which represents an estimated $24.96 p
• $24.96 — ,669,116 (which represents an estimated $24.96 per Common Share), of which (i) $34,669
• $34,669,116 — $24.96 per Common Share), of which (i) $34,669,116 represented a catch-up capital call for

Filing Documents

• ck0001965934-20251216.htm (8-K) — 42KB
• 0001193125-25-324936.txt ( ) — 149KB
• ck0001965934-20251216.xsd (EX-101.SCH) — 25KB
• ck0001965934-20251216_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 16, 2025, Overland Advantage (the " Company ") delivered capital call notices to its investors relating to the sale of the Company's common shares of beneficial interest, par value $0.001 per share (the " Common Shares "), for an aggregate offering price of $79,669,116 (which represents an estimated $24.96 per Common Share), of which (i) $34,669,116 represented a catch-up capital call for certain investors, and (ii) the remainder represented a pro rata capital call for all investors. The sale is expected to close on December 31, 2025. The sale of Common Shares was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund capital calls to purchase Common Shares up to the amount of their respective capital commitments on an as-needed basis each time the Company delivers a capital call notice to its investors. The offer and sale of the Common Shares was conducted in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), pursuant to Section 4(a)(2) thereof, Regulation D and/or Regulation S thereunder. The Company has relied upon representations from the investors in the subscription agreements that each investor is, as applicable, either (a) an "accredited investor" as defined in Regulation D under the Securities Act or (b) not a "U.S. person" as defined in Regulation S under the Securities Act.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OVERLAND ADVANTAGE Date: December 18, 2025 By: /s/ Kimberly A. Terjanian Name: Kimberly A. Terjanian Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR