Form D · Other

Overlay Capital Infrastructure Partners, L.P.

Alpharetta, GA · CIK 0001988596

Offering snapshot reported Apr 8, 2026 · SEC filing

Reported sold
$13.4M
Offering amount: $50M
Investors reported
69
Form D · investor count
Minimum accepted
$0
Reported outside-investor minimum
First sale
Jul 19, 2023
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$6.69M$13.4MAug 16, 2023: $350,000.00Aug 16, 2023Apr 8, 2026: $13,371,000.00Apr 8, 2026

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

  • Reported sold$350,000 → $13,371,000
  • Reported investors2 → 69

Filing history

Scroll to see all columns →

FiledFiling typeReported soldChange vs linked filingInvestorsSource
Apr 8, 2026Amendment$13,371,000$13,021,000vs Aug 16, 202369SEC filing
Aug 16, 2023Initial$350,000No comparison2SEC filing

Offering details

Securities
Equity, Other
Exemptions
06b
Duration over one year
Yes
Business combination
No
Sales commissions
$0
Finders' fees
$0
Form D file number
021-489872
Limited Partnership Interests

Source: Form D, filed Apr 8, 2026. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

OVERLAY CAPITAL INFRASTRUCTURE PARTNERS LP

Investment adviser: OVERLAY MANAGEMENT, LLC

Gross asset value
$14.4M
Beneficial owners
69
ADV minimum commitment
$100K

Reported in Form ADV on Apr 28, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator CARTA SAN FRANCISCO, California, United States Investor statements: Yes (provided to all investors) Related to adviser: No
Auditor BENNETT THRASHER LLP ATLANTA, Georgia, United States
Provider details
Annual audit
Yes
Prime brokers
No
Custodians
No
Administrator other than the adviser
Yes
External marketing
No

BENNETT THRASHER LLP
PCAOB 4051

Filing source

Form ADV 2098628 · Apr 28, 2026 · Schedule D 7.B.(1), fund 805-2421047788

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
NameReported role
Chadd Evans Director
N/A Overlay Capital Infrastructure Gp, Llc Director

Issuer details

Industry: Other (See others in industry)

Address:
3000 Northwinds Pkwy Suite 150
Alpharetta, GA, 30009