UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 0613, 2025

Overland Advantage

(Exact name of Registrant as Specified in Its Charter)


Delaware	814-01698	92-6424189
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

375 Park Avenue 11th Floor
New York, New York		10152-0002
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 212 672-5088

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 31.0201 UnregisteredEntry Salesinto ofa EquityMaterial SecuritiesDefinitive Agreement.

On August 613, 2025, Overland Advantage (the “Company”) ~~issued~~entered ~~approximately~~into ~~6,842,467~~an ~~common~~amendment ~~shares of beneficial interest~~ (the “~~Common~~Fifth ~~Shares~~Amendment”) ~~for~~to anthat ~~aggregate~~certain ~~offering~~Revolving ~~price~~Credit ofAgreement ~~$170~~among the Company,~~000~~ as the initial borrower,~~000~~ Overland Advantage Feeder Fund, ~~reflecting~~L.P., aas ~~per~~the ~~share~~guarantor, ~~price~~Overland ofAdvantage ~~$24.84~~Feeder ~~per~~Fund ~~Common~~GP ~~Share~~Ltd., ~~(with~~as the ~~final~~general ~~number~~partner of ~~Common~~the ~~Shares~~Guarantor, ~~issued~~Sumitomo ~~being~~Mitsui ~~determined~~Trust onBank, ~~August~~Limited, 4New York Branch, ~~2025~~as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender (the “SMTB Credit Facility”).

~~The~~Among ~~sale~~other ofthings, ~~Common~~the ~~Shares~~Fifth ~~was~~Amendment ~~made~~incorporated ~~pursuant~~term toloan ~~subscription~~tranche ~~agreements~~mechanics ~~entered~~and ~~into~~reallocated by$200.0 million of the ~~Company~~$400.0 ~~and~~million ~~its~~maximum ~~investors.~~commitment ~~Under~~under the ~~terms~~SMTB ofCredit Facility to the ~~subscription~~new ~~agreements~~term loan tranche, ~~investors~~leaving ~~are~~a ~~required~~revolving toloan ~~fund~~maximum ~~capital~~commitment ~~calls~~of $200.0 million. The Company has the option under the SMTB Credit Facility to ~~purchase~~increase ~~Common~~the ~~Shares~~aggregate maximum commitment to up to ~~the~~$700.0 ~~amount~~million, ofand ~~their~~allocate ~~respective~~between ~~capital~~the ~~commitments~~term onloan antranche ~~as-needed~~and ~~basis~~the ~~each~~revolving ~~time~~loan tranche at the Company’s ~~delivers~~discretion. The Fifth Amendment also added a ~~capital~~new ~~call~~applicable ~~notice~~margin tofor ~~its~~the ~~investors~~term loan tranche at 195 basis points (1.95%), keeping the applicable margin for the revolving loan tranche the same at 225 basis points (2.25%).

The ~~offer~~description ~~and~~above ~~sale~~is ofonly ~~the~~a ~~Common~~summary ~~Shares was conducted in reliance on an exemption from the registration requirements~~ of the ~~Securities~~material ~~Act~~provisions of ~~1933, as amended (~~the ~~“Securities~~Fifth ~~Act”),~~Amendment ~~pursuant to Section 4(a)(2) thereof, Regulation D~~ and~~/or~~ ~~Regulation~~is Squalified ~~thereunder. The~~in ~~Company~~its ~~has~~entirety ~~relied~~by ~~upon~~reference ~~representations~~to ~~from~~ the ~~investors~~copy inof the ~~subscription~~Fifth ~~agreements~~Amendment, ~~that~~which ~~each investor~~ is, asfiled ~~applicable, either (a) an “accredited investor”~~ as ~~defined~~Exhibit in10.1 ~~Regulation~~to Dthis ~~under~~current ~~the~~report ~~Securities~~on ~~Act~~Form or8-K ~~(b)~~and ~~not~~is aincorporated ~~“U.S.~~herein ~~person”~~by asreference ~~defined in Regulation S under the Securities Act~~thereto.

SIGNATURESItem 9.01 Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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~~Exhibits.

			OVERLAND ADVANTAGE
Exhibit No.		Description
Date:	August 6, 2025	By:	/s/ Kimberly A. Terjanian
10.1*		Fifth Amendment to the Revolving Credit Agreement, dated as of August 13, 2025, by and among Overland Advantage, as the initial borrower, Overland Advantage Feeder Fund, L.P., as the guarantor, Overland Advantage Feeder Fund GP Ltd., as the general partner of the guarantor, Sumitomo Mitsui Trust Bank, Limited, New York Branch, as administrative agent, arranger and a lender, and NatWest Markets PLC, as a lender.
			Name: Kimberly A. Terjanian Title: Chief Financial Officer
104		Cover Page Interactive Data File (embedded within in Inline XBRL document).

*Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

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:	August 19, 2025	By:	/s/ Kimberly A. Terjanian
			Name: Kimberly A. Terjanian Title: Chief Financial Officer and Treasurer

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