Form D · Other

Overlay Capital Infrastructure Partners PV, L.P.

Alpharetta, GA · CIK 0002005627

Offering snapshot reported Nov 19, 2025 · SEC filing

Reported sold
$13M
Offering amount: $20M
Investors reported
79
Form D · investor count
Minimum accepted
$0
Reported outside-investor minimum
First sale
Dec 19, 2023
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$6.48M$13MDec 22, 2023: $50,000.00Dec 22, 2023Nov 19, 2025: $12,967,000.00Nov 19, 2025

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$50,000 → $12,967,000
  • Reported investors1 → 79

Filing history

Scroll to see all columns →

FiledFiling typeReported soldChange vs linked filingInvestorsSource
Nov 19, 2025Amendment$12,967,000$12,917,000vs Dec 22, 202379SEC filing
Dec 22, 2023Initial$50,000No comparison1SEC 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
021-500609
Limited Partnership Interests

Source: Form D, filed Nov 19, 2025. 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 PV LP

Investment adviser: OVERLAY MANAGEMENT, LLC

Gross asset value
$13.1M
Beneficial owners
79
ADV minimum commitment
$50K

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 805-7072275283

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 Partners Pv Gp, Llc Director

Issuer details

Industry: Other (See others in industry)

Address:
11720 Amberpark Dr. Suite 425
Alpharetta, GA, 30009