Overscale, Inc. - Form ADV Part 1 (Public Summary for Clients)

Effective date: 2026-01-15 Firm legal name: Overscale, Inc. ("Overscale") Website: https://overscale.org Primary email: clients@overscale.org Compliance email: compliance@overscale.org Phone: (415) 555-0199 Principal office and place of business: TBD SEC file number (if applicable): TBD CRD number: TBD

Important note: This is a client-readable summary, not the official Form ADV Part 1 filing. The official Part 1 is filed electronically via IARD and is available at https://adviserinfo.sec.gov once accepted by the SEC. This summary reflects how the product operates today as described in this repository and Form CRS.

Item 1 - Identifying Information

• Overscale, Inc. is preparing to register as an investment adviser with the U.S. Securities and Exchange Commission (SEC).
• Principal office address and additional identifying details will be finalized at the time of filing.

Item 2 - SEC Registration

• Registration status: RIA registration targeted with the SEC. Final approval, dates, and identifiers will be updated upon effectiveness.

Item 5 - Information About Clients

• Primary client type: Individuals and high net worth individuals who are startup founders, entrepreneurs, and related family entities.
• Institutional clients: None at this time.
• Client geographic focus: United States.
• Assets under management (AUM): Not yet reported. To be provided upon launch and thereafter updated at each annual amendment.

Item 6 - Advisory Business

• Services include discretionary and non-discretionary investment advisory services; ongoing portfolio management; holistic wealth planning; tax strategy coordination; estate planning support; trust structuring; liquidity planning; personal banking coordination; and curated access to vetted third-party specialists.
• Overscale provides customized model portfolios using public securities, ETFs, cash management, and may provide access to alternative investments where suitable and available.
• Overscale does not maintain custody of client assets. Client assets are held with a qualified third-party custodian. Overscale may be authorized to deduct advisory fees from client accounts.
• Wrap fee program: None.

Item 7 - Financial Industry Affiliations

• Overscale is not a broker-dealer and is not affiliated with a broker-dealer.
• Overscale may recommend or integrate with qualified custodians and third-party platforms (for example, Interactive Brokers) for custody and trading. Any such integrations do not create revenue sharing or commission arrangements unless separately disclosed.

Item 8 - Participation or Interest in Client Transactions

• Employees may hold the same securities recommended to clients. Overscale maintains a Code of Ethics, personal trading policies, and a restricted list to mitigate conflicts.
• Overscale does not engage in principal transactions or cross trades unless separately disclosed and in compliance with applicable regulations.

Item 9 - Custody

• Overscale does not have physical custody of client assets. Client assets are held at qualified custodians.
• Overscale may have limited custody for the sole purpose of deducting advisory fees pursuant to client authorization. Clients receive statements directly from the custodian and should review them carefully.

Item 10 - Control Persons

• Owners and control persons: TBD. To be provided upon registration and updated as needed.

Item 11 - Disciplinary Information

• Overscale and its management have no reportable disciplinary events based on the current state of the project documentation. This will be confirmed at filing and updated promptly if facts change.

Item 12 - Brokerage Practices

• Broker and custodian selection focuses on best execution, financial strength, platform capabilities, and service quality.
• No formal soft dollar arrangements. Non-cash benefits such as educational resources or product support may be available from partners and are managed under the Code of Ethics to mitigate conflicts.
• Trade aggregation and allocation: Orders may be aggregated when appropriate and allocated in a fair and equitable manner.

Item 14 - Client Referrals and Other Compensation

• Overscale does not receive sales compensation or commissions from product providers.
• Referral arrangements, if any, will be disclosed and comply with applicable marketing rules and solicitor requirements.

Item 15 - Financial Information

• Overscale does not require or solicit prepayment of more than 1,200 USD in fees, six months or more in advance.
• Overscale has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.
• Overscale has not been the subject of a bankruptcy petition.

End of client summary. Consult the official SEC-filed Form ADV Part 1 on IAPD for authoritative details.

Overscale, Inc. - Form ADV Part 2A (Firm Brochure)

• Effective date: 2025-10-15
• Firm legal name: Overscale, Inc. ("Overscale")
• Website: https://overscale.org
• Primary email: clients@overscale.org
• Compliance email: compliance@overscale.org
• Phone: TBD
• Principal office and place of business: TBD
• Registration status: Preparing to register with the SEC; final identifiers will be updated upon effectiveness.

This brochure provides information about the qualifications and business practices of Overscale, Inc. If you have any questions about the contents of this brochure, please contact us at clients@overscale.org. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Registration as an investment adviser does not imply a certain level of skill or training.

Overscale's current Form ADV is available at the SEC's Investment Adviser Public Disclosure website: https://adviserinfo.sec.gov.

Item 2 - Material Changes

• Initial brochure. This is the first version of Overscale's Form ADV Part 2A brochure, effective 2026-01-15.
• Any material changes after this date will be summarized here and communicated as required.

Item 3 - Table of Contents

• Item 4 - Advisory Business
• Item 5 - Fees and Compensation
• Item 6 - Performance-Based Fees and Side-By-Side Management
• Item 7 - Types of Clients
• Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss
• Item 9 - Disciplinary Information
• Item 10 - Other Financial Industry Activities and Affiliations
• Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading
• Item 12 - Brokerage Practices
• Item 13 - Review of Accounts
• Item 14 - Client Referrals and Other Compensation
• Item 15 - Custody
• Item 16 - Investment Discretion
• Item 17 - Voting Client Securities
• Item 18 - Financial Information

Item 4 - Advisory Business

• Firm overview. Overscale provides discretionary and non-discretionary investment advisory services to individuals, primarily startup founders, entrepreneurs, and related family entities.
• Services. Our advisory program includes ongoing portfolio management, holistic wealth planning, tax strategy coordination, estate planning support, trust structuring, liquidity planning, personal banking coordination, and curated access to vetted third-party specialists. We monitor accounts on an ongoing basis and provide written reviews at least quarterly, with more frequent updates around key liquidity events.
• Portfolio construction. We use customized model portfolios that may include public securities, exchange-traded funds (ETFs), cash management solutions, and, where suitable and available, alternative investments.
• Tailoring. Advice is tailored to each client's objectives, time horizon, risk tolerance, tax situation, and other constraints documented in an Investment Policy Statement (IPS). Clients may impose reasonable restrictions on investing in certain securities or types of securities.
• Wrap fee programs. Overscale does not sponsor a wrap fee program.
• Custody. Overscale does not maintain custody of client assets. Client assets are held by a qualified third-party custodian. Overscale may be authorized to deduct advisory fees from client accounts pursuant to client authorization.
• Assets under management (AUM). Not yet reported. AUM will be provided upon launch and updated at each annual amendment.

Item 5 - Fees and Compensation

• Advisory fee. Our primary fee is an annual advisory fee billed quarterly in arrears. The fee is based on assets under management and the scope of planning services.
• Current indicative tiers, consistent with our Form CRS and Pricing page:
  • Founder plan: 19.99 USD per month.
  • Growth plan: 99.99 USD per month.
  • Enterprise: Negotiated fee schedule based on scope and complexity.
• Billing method. Fees are calculated and billed monthly in arrears. Fees may be deducted directly from client accounts held at the custodian or invoiced to the client, at the client's option and as permitted by the custodian.
• Other fees and expenses. Clients bear additional fees and expenses charged by third parties, which may include custodian fees, brokerage commissions, transaction costs, fund or ETF operating expenses, wire fees, and fees charged by outside managers or alternative investment vehicles. Overscale does not receive any portion of these third-party charges. Details are provided before investing in any outside manager or fund.
• Prepayment. Overscale does not require or solicit prepayment of more than 1,200 USD in fees, six months or more in advance.
• Financial planning fees. If a fixed or hourly planning fee is agreed upon for a particular engagement, it will be described in the client agreement.

Item 6 - Performance-Based Fees and Side-By-Side Management

• Overscale does not charge performance-based fees. If any performance-based fee arrangements are introduced in the future, they will be disclosed and managed to avoid conflicts.

Item 7 - Types of Clients

• Overscale serves individuals and high net worth individuals who are startup founders, entrepreneurs, and related family entities.
• Account minimums. Overscale does not impose a stated account minimum, though our service is designed for founders with complex equity compensation or anticipated liquidity of 100,000 USD or greater, or similar planning needs.
• Institutional clients. None at this time.
• Geographic focus. United States.

Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss

• Methods and strategies. Overscale uses fundamental and quantitative analysis to construct diversified portfolios, integrating tax-aware strategies and cash management. Portfolios may include equities, ETFs, fixed income, cash equivalents, and, where suitable, alternative investments.
• Material risks. Investing in securities involves risk of loss that clients should be prepared to bear. Material risks include, but are not limited to:
  • Market risk and equity volatility
  • Concentration risk, including concentrated exposure to a single company or sector
  • Liquidity risk, including risks of private or alternative investments
  • Interest rate and credit risk for fixed income securities
  • ETF and fund risks, including tracking error and embedded fees
  • Currency and geopolitical risks for international exposure
  • Technology and operational risks, including platform and integration dependencies
  • Tax and regulatory change risks that could impact planning outcomes
• Alternative investments. Where suitable and available, alternative investments may involve higher risks, reduced liquidity, and complex fee structures. These investments are not appropriate for all clients and carry the risk of loss of principal.
• No guarantee. Past performance does not guarantee future results. There is no assurance that any strategy will achieve its objectives.

Item 9 - Disciplinary Information

• Overscale and its management have no reportable legal or disciplinary events based on the current project documentation. This will be confirmed at filing and updated promptly if facts change.

Item 10 - Other Financial Industry Activities and Affiliations

• Overscale is not a broker-dealer and is not affiliated with a broker-dealer, bank, or insurance company.
• Third-party platforms and custodians. Overscale may recommend or integrate with qualified custodians and platforms, for example Interactive Brokers, for custody and trading. These relationships are entered to provide robust custody and execution services. Overscale does not receive commissions or revenue sharing from product providers.
• Non-cash benefits. Overscale or its personnel may receive non-cash benefits from service providers (for example, educational access or product support). These benefits can create a perceived incentive to prefer certain providers. Overscale mitigates these conflicts through its Code of Ethics, due diligence, and periodic reviews.

Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

• Code of Ethics. Overscale maintains a Code of Ethics that sets standards of conduct and addresses personal trading, insider trading, and handling of material nonpublic information.
• Personal trading. Employees may invest in the same securities as clients. Policies include pre-clearance for certain trades, a restricted list, and periodic monitoring to mitigate conflicts.
• Principal transactions and cross trades. Overscale does not engage in principal transactions or cross trades unless permitted by law and disclosed in advance.

Item 12 - Brokerage Practices

• Selection factors. Overscale considers best execution, financial strength, trading capabilities, research and tools, reporting, and quality of service when selecting or recommending brokers and custodians.
• Best execution. Overscale seeks best execution for clients, balancing price, speed, and overall value of services.
• Soft dollars. Overscale does not have formal soft dollar arrangements. Non-cash benefits may be received and are addressed under the Code of Ethics.
• Aggregation and allocation. Client orders may be aggregated when this is expected to be beneficial. Trades are allocated in a fair and equitable manner over time.

Item 13 - Review of Accounts

• Monitoring. Client accounts are monitored on an ongoing basis.
• Reviews. Written reviews are provided at least quarterly. Additional reviews may occur around client-specific events, including liquidity events or significant market developments.
• Reports. Clients receive account statements from the custodian and may receive performance and allocation reports from Overscale.

Item 14 - Client Referrals and Other Compensation

• Compensation from product providers. Overscale does not receive commissions or sales-based compensation from product providers.
• Referrals. If Overscale enters referral arrangements, the relationship, compensation, and conflicts will be disclosed as required by applicable marketing and solicitor rules.

Item 15 - Custody

• Custody status. Overscale does not maintain physical custody of client assets. Client assets are held at qualified custodians.
• Fee deduction. Overscale may be authorized to deduct advisory fees directly from client accounts. Clients receive statements from the custodian and should compare those to any reports provided by Overscale.

Item 16 - Investment Discretion

• Discretionary authority. For discretionary accounts, clients grant Overscale authority to determine the securities to be bought or sold and the amount of securities to be bought or sold, consistent with the client's IPS and any reasonable restrictions provided in writing.
• Non-discretionary accounts. For non-discretionary accounts, Overscale provides recommendations and implements only with client consent.

Item 17 - Voting Client Securities

• Proxy voting. Overscale does not accept authority to vote proxies for client securities by default. Clients retain responsibility for voting. Upon request, Overscale may provide general information about a proxy question.

Item 18 - Financial Information

• Advance fees. Overscale does not require or solicit prepayment of more than 1,200 USD in fees, six months or more in advance.
• Financial condition. Overscale has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.
• Bankruptcy. Overscale has not been the subject of a bankruptcy petition.

End of brochure. Please contact clients@overscale.org with any questions. The latest brochure will be posted on https://adviserinfo.sec.gov after filing and acceptance.