Overland Advantage 8-K

What Happened
Overland Advantage delivered a catch-up capital call notice on December 19, 2025, relating to the sale of its common shares for an aggregate offering price of $3,359,111 (approximately $24.96 per share). The company expects the sale to close on December 31, 2025. The offering is being made under subscription agreements with existing investors who fund capital calls up to their committed amounts when notices are issued.

Key Details

• Date of capital call notice: December 19, 2025; expected close date: December 31, 2025.
• Aggregate offering price: $3,359,111; estimated price per share: $24.96.
• Sale conducted as an unregistered private placement relying on Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act.
• Company relied on investor representations that purchasers are accredited investors or non‑U.S. persons. Filing signed by CFO Kimberly A. Terjanian (dated December 22, 2025).

Why It Matters
This filing notifies investors that Overland Advantage is raising additional capital from its existing investor base rather than a registered public offering. The transaction may increase the company’s outstanding common shares (potential dilution to existing shareholders) and provides near‑term funding as called under subscription agreements. Because the shares are sold in a private placement under exemptions from registration, there is limited public disclosure of additional terms beyond those listed in the filing.