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CORRESP
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CORRESP

 Three Bryant Park

 1095 Avenue of the
Americas

 New York, NY 10036-6797

 +1 212 698 3500 Main

+1 212 698 3599 Fax

 www.dechert.com

 November 16, 2023

 VIA E-EDGAR

 Securities and Exchange Commission

Division of Investment Management

 100 F Street, NE

Washington, DC 20549

Attn:

 Ashley Vroman-Lee, Senior Counsel

Re:

 Overland Advantage

 Registration Statement on Form 10

 File No. 000-56596

 Dear Ms. Lee:

On behalf of Overland Advantage (the “Company”), this letter responds to the comments issued by the staff of the
Division of Investment Management (the “Staff”) of the U.S. Securities and Exchange Commission (“Commission”) in a letter dated October 26, 2023 relating to the Company’s registration
statement on Form 10 that was filed with the Commission on September 26, 2023 (the “Original Registration Statement”).

For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company.
Capitalized terms used in this letter and not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement re-filed by the Company on the date hereof (such registration
statement being referred to herein as the “Amended Registration Statement”).

 1.    Please disclose that the
Company will be subject to the proxy rules, in addition to the Exchange Act reporting obligations, upon effectiveness of the registration statement. (page 1)

Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. Please see page 1 of
the Amended Registration Statement. The Company also directs the Staff to page 22 of the Amended Registration which states that the Company will be required to comply with all reporting requirements under the Exchange Act upon effectiveness of the
Registration Statement.

 November 16, 2023

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 2.    In the last paragraph, please add the bolded language to the last sentence as
follows: “The safe harbor provisions of Section 21E of the 1934 Act and section 27A of the Securities Act of 1933, which preclude civil liability for certain forward-looking statements, do not apply to the forward looking statements
in this Registration Statement because we are an investment company.” (page 1)

 Response: The Company has revised the disclosure in the
Amended Registration Statement in response to the Staff’s comment. Please see page 3 of the Amended Registration Statement.

3.    On page 5, the second bullet says, “Asset-based opportunities will primarily consist of
last-out or otherwise specialized asset-based financings.” Please briefly explain the types of other “specialized asset-based financings” the Company may invest in.

Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. Please see page 5 of
the Amended Registration Statement.

 4.    On page 5, the third bullet says, “the sponsor opportunities will primarily comprise
of floating-rate senior secured first lien, unitranche, and second lien loans to sponsor-owned companies.” Please provide additional disclosure about these loans. Please also add appropriate corresponding risk disclosure, as applicable.

Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. Please see page 5 and
pages 76 through 79 of the Amended Registration Statement.

 5.    Under the heading, “The Advisor,” the disclosure says the
Advisor is a controlled affiliate of Centerbridge. Please supplementally explain the control relationship between the Advisor and Centerbridge (e.g., is the Advisor a majority or wholly owned subsidiary?) (page 6)

Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. Please see page 6 of
the Amended Registration Statement. The Advisor supplementally confirms to the Staff that the Advisor is managed by Overland Advisors Holdings, LLC in its capacity as managing member. Centerbridge Partners, L.P. (“Centerbridge”)
owns a majority of the equity interests of Overland Advisors Holdings, LLC and has the right to appoint four out of five representatives on the governing body of Overland Advisors Holdings, LLC.

 November 16, 2023

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 6.    The second paragraph on page 6 references the Resource Sharing Agreement.

(a)
 Please explain to us how the Resource Sharing Agreement operates and why it is not an advisory contract within
the meaning of the Investment Company Act of 1940 (“1940 Act”). Please address:

(i)
 Specific services Centerbridge and its employees will provide on the Advisor’s behalf and why those
services do not amount to advisory services provided to the Company;

(ii)
 The extent to which the Investment Advisor will depend on Centerbridge’s personnel;

(iii)
 Whether Centerbridge personnel who provide investment advice with respect to the Company will be supervised
persons of the Investment Advisor under Section 202(a)(25) of the Investment Advisers Act of 1940;

(iv)
 Whether and what fees are paid to Centerbridge and by whom and whether they are paid pursuant to the Resource
Sharing Agreement, and

(v)
 Whether Centerbridge is considered a fiduciary with respect to the Company.

Response: The Company advises the Staff, on a supplemental basis, that the Advisor will serve as the only investment adviser to the Company.
Centerbridge has not and will not enter into an investment advisory agreement with the Company. Centerbridge and the Advisor will enter into a Resource Sharing Agreement pursuant to which employees of Centerbridge will provide
services, including investment advisory, portfolio management and other services, to the Advisor in order to enable the Advisor to fulfill its obligations under the Advisory Agreement. Pursuant to the Resource Sharing Agreement, Centerbridge will
provide resources and services to the Advisor only and will not be contracting directly with the Company to provide any services or receive any advisory fees or compensation of any kind. All Centerbridge employees providing services to the Advisor
shall be compensated solely by Centerbridge. Any employee of Centerbridge Partners, L.P. who provides investment advice with respect to the Company will be a supervised person of the Advisor. As such, the Resource Sharing Agreement does not amount
to an advisory contract under the 1940 Act. Accordingly, Centerbridge is not considered a fiduciary with respect to the Company.

(b)
 Please provide us with the Resource Sharing Agreement to review.

Response: The Resource Sharing Agreement will be furnished to the Staff on a supplemental basis.

 November 16, 2023

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(c)
 Please add risk disclosure about the Resource Sharing Agreement (e.g., that advisory services provided
by the Investment Advisor are dependent on the Resource Sharing Agreement).

 Response: The Company has revised the disclosure in
the Amended Registration Statement in response to the Staff’s comment. Please see page 40 of the Amended Registration Statement.

7.    Please disclose whether the individuals in the Investment Committee are each jointly and primarily responsible for the day-to-day management of the Company. (page 6)

 Response: The Company has
revised the disclosure in the Amended Registration Statement in response to the Staff’s comment. Please see page 7 of the Amended Registration Statement.

8.    Under the heading, “Private Offering,” there is a reference to the Common Shares listing on a national securities
exchange. However, earlier in the registration statement, disclosure says shares will not be listed on an exchange. Please reconcile these statements and revise throughout the registration statement, as applicable. (page 9)

Response: The Company advises the Staff, on a supplemental basis, that the Company does not currently intend for the Common Shares to be listed on a
national securities exchange. Rather, the Company has disclosed in the Registration Statement that it is permitted to consider, but shall not be obligated, to consummate a “Liquidity Event” within five years from the first capital drawdown
by the Company (the “Commencement Date”). A “Liquidity Event” may include (i) consummating a listing of the Common Shares on a national securities exchange, (ii) commencing a general or limited tender offer
program and/or (iii) winding down the Company. In addition, the Company has disclosed in the Amended Registration Statement its intention to undertake the implementation of a Liquidity Event, if a Liquidity Event has not already occurred, by
the end of the seventh year following the Commencement Date. Therefore, while the Company does not currently intend for the Common Shares to be listed on a national securities exchange, a listing could occur in the future. The Company has clarified
the disclosure on page 10 of the Amended Registration Statement.

 November 16, 2023

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 9.    Under the heading, “Incentive Fee,” please include a graphic showing the
breakpoints and fees paid at various thresholds for the Income Incentive Fee. Please include numeric examples for both the income and capital gains incentive fees. (page 11)

Response: The Company has revised the disclosure in the Amended Registration Statement to include a graphic showing the breakpoints and fees paid at
various thresholds for the Income Incentive Fee. Please see page 12 of the Amended Registration Statement.

 10.    Under the heading,
“Expenses,” there is an extensive list of the expenses relating to the Company’s operations and transactions, however this list is not exhaustive as there is a phrase which says, “including, but not limited to...” Please
include all expenses. (page 12)

(a)
 There is a reference to “foreign registration fees.” Please disclose what kind of foreign
registration will be incurred for the Company.

(b)
 There is a reference to the cost of monitoring ESG, but there is no disclosure in the strategy section
indicating this is a principal strategy. Further, there is disclosure relating to ESG on page 40. Please include ESG matters in the investment strategy and risk disclosure, as applicable.

Response: In response to the Staff’s comments (a) and (b), the Company has revised pages 6, 14, 51 and 89 of the Amended Registration
Statement. On a supplemental basis, the Company confirms that ESG is not a principal strategy of the Company. Accordingly, the Advisor may, but is not required to consider ESG factors alongside traditional factors when making investment decisions.

(c)
 There is a reference to the costs associated with obtaining an Order for SEC
co-investment relief. Please advise whether the Company will be applying for such relief.

Response: In response to the Staff’s comment (c), the Company confirms, on a supplemental basis, that the Company applied for an Order for SEC co-investment relief on October 16, 2023 (File No: 812-15515).

(d)
 There is a reference to alternative investment subsidiaries. Please disclose whether the Company will utilize a
subsidiary.

 Response: On a supplemental basis, the Company confirms that it may from time to time establish and utilize
alternative investment subsidiaries and/or trading subsidiaries. The Company has revised page 14, 72 and 90 and 88 of the Amended Registration Statement in response to the Staff’s comment.

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 11.    Under the heading, “Distribution Reinvestment Plan,” please disclose:

(a)
 How to obtain more information about the plan;

(b)
 How to terminate participation in the plan and rights upon termination;

(c)
 That an investor holding shares that participate in the DRIP in a brokerage account may not be able to transfer
the shares to another broker and continue to participate in the DRIP;

(d)
 The type and amount of fees, commissions, and expenses payable by participants in connection with the plan;

(e)
 If a cash purchase plan option is available, and whether any minimum or maximum investment is required.

 Response: The Company has revised the disclosure in the Amended Registration Statement in response to the Staff’s comment.
Please see page 15 of the Amended Registration Statement.

 12.    Under the heading, “Regulation of a Business Development
Company,” the disclosure says shareholders do not need to approve any of the policies described above. However, in the prior paragraph, disclosure says, “The Company may, however, sell Common Shares, or warrants, options or rights to
acquire Common Shares, at a price below the then-current net asset value of the Common Shares if the Company’s Board determines that such sale is in the Company’s best interests and the best interests of Shareholders, and Shareholders
approve such sale.” Please reconcile this disclosure. (pages 17-18)

 Response: The Company has
revised the disclosure in the Amended Registration Statement in response to the Staff’s comment to move the sentence in order to provide clarity. The Company confirms to the Staff, on a supplemental basis, that the reference to Shareholders
approving a sale relates to approving the sale of Common Shares below net asset value per Common Share as required by applicable law and not approving any particular policies. Please see page 19 of the Amended Registration Statement.

13.    Please disclose if the Company will invest more than 15% of its assets in private funds that rely on Section 3(c)(1) and/or
Section 3(c)(7) of the 1940 Act. We may have additional comments. (page 18)

 Response: The Company advises the Staff, on a supplemental basis,
that it has authority to invest more than 15% of its net assets in hedge funds and/or private equity funds that rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Company advises the Staff, on a supplemental basis, that the
minimum Capital Commitment of an investor will be $10,000,000, although Capital Commitments of lesser amounts may be accepted in the sole discretion of the Company.

 November 16, 2023

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 14.    Under the heading, “Temporary Investments,” please tell us approximately
when the first capital call will occur. (page 19)

 Response: The Company advises the Staff, on a supplemental basis, that it currently intends to
first call capital following the effectiveness of the Amended Registration Statement.

 15.    Please update the section titled,
“Business and Regulatory Risks of Alternative Asset Investments.” (page 39)

 Response: The Company has revised the disclosure in the
Amended Registration Statement in response to the Staff’s comment. Please see page 41 of the Amended Registration Statement.

16.
 Under the heading, “Increased Interest Rates,” disclosure says debt investments of the Company may be
based on floating rates such as LIBOR. As the Company invests in new issuers, as opposed to existing debt, please confirm this is accurate or appropriately revise this disclosure. (page 42)

Response: The Company has retained the reference to LIBOR, along with other benchmark rates, in light of the possibility that the Company could acquire
instruments that were originated prior to June 30, 2023 (e.g., broadly syndicated LIBOR-based loans). The Company has clarified the disclosure on page 43 and 44 and 73 and 74 accordingly.

17.    Under the heading, “Other Agreements,” please explain to us:

(a)
 How having Side Letters with different terms would comply with Section 18 under the 1940 Act (e.g.,
could it result in an investor having priority over any other investor as to distribution of assets or payment of dividends);

(b)
 Whether different terms in any Side Letters could have a material or negative effect on other Company
investors;

(c)
 Whether the terms of these Side Letters include preferential redemption or withdrawal rights, or preferential
information about portfolio holdings or exposures; and

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(d)