RESEARCH

Overlook X1 Is Not the Hong Kong Overlook Fund — SEC Review of David Mann, The Mannsion Group and a $15.35 Million Series Vehicle

Overlook X1 Is Not the Hong Kong Overlook Fund — SEC Review of David Mann, The Mannsion Group and a $15.35 Million Series Vehicle

INDEPENDENT VERDICT

OVERLOOK X1 LP SERIES A1B is a 2026 Delaware private-equity vehicle controlled through David Samuel Mann and The Mannsion Group LLC, not the long-established Hong Kong investment manager Overlook Investments. That distinction is the first and most important diligence finding. The March 4, 2026 Form D shows an exact $15,349,401 offering, the entire amount sold to 11 investors after a February 5 first sale, a $500,000 minimum, Rule 506(b) and Section 3(c)(7). The Mannsion Group LLC is explicitly identified as Investment Manager, OVERLOOK CB, LLC as General Partner, and David Mann as Managing Member of the Investment Manager. Kingswood Capital Partners LLC, CRD 288898, appears as the sales-compensation recipient, with $108,000 of reported commissions. Nothing in that filing links this fund to Overlook Investments Limited in Hong Kong, Overlook Partners Fund LP or the Asian public-equity manager associated with the Overlook name. The two groups have different people, addresses, regulatory identities and fund structures.

THE MOST DISTINCTIVE FEATURE IS THE SERIES ARCHITECTURE THAT APPEARED AROUND THE SAME WHITE PLAINS MANAGER DURING 2026

A1B was not an isolated filing. By July 1, 2026, another vehicle named Overlook X1 LP Series B1A appeared with a $100 million stated offering and $0 sold at filing. Then on September 18, 2026, Overlook X1 LP - Series E1A filed a much smaller $350,000 offering and reported two investors. All use the same 445 Hamilton Avenue, Suite 1500 White Plains address and the same 732-484-0972 telephone number, and the later E1A filing again identifies David Mann and The Mannsion Group. This pattern strongly suggests that "Overlook X1" functions as a platform for separate coded investment series rather than a single ordinary commingled flagship fund. A1B, B1A and E1A therefore should not be merged into one fundraising total without governing documents showing that they share assets or economics. Their radically different sizes — $15.35 million, $100 million and $350,000 — are themselves evidence that the codes likely correspond to distinct transactions, sleeves or investor groups.

THE MANAGER CAN BE VERIFIED DIRECTLY THROUGH FORM ADV, AND ITS REGULATORY STATUS MATTERS

The Mannsion Group LLC filed as an SEC Exempt Reporting Adviser under CRD 340763 and SEC file 802-135771 in March 2026. That is not the same regulatory status as a fully SEC-registered investment adviser. An ERA generally reports because it relies on an exemption from full adviser registration, often in connection with private-fund management. The Mannsion Group's Form ADV uses the same legal name seen in the Overlook X1 Form D, giving the manager relationship independent regulatory confirmation. This is stronger evidence than a branding inference. It also means investors should be precise when describing the firm: "SEC-filed Exempt Reporting Adviser" is accurate; "SEC-registered investment adviser" would overstate its status.

THE MANNSION PLATFORM HAS A SEPARATE SPACE-X-FOCUSED VEHICLE — BUT THAT DOES NOT MAKE OVERLOOK X1 A SPACEX FUND

Another March 2026 filing, Mannsion SX LLC, uses the same White Plains address, telephone number, David Mann control relationship and The Mannsion Group manager. FINRA BrokerCheck disclosures associated with that vehicle go materially further than its name: they state that Mannsion SX was formed to pursue capital appreciation by investing directly or indirectly in securities issued by Space Exploration Technologies Corporation. That is unusually strong asset-level evidence for Mannsion SX. It is also exactly why caution is required with Overlook X1. The existence of a clearly documented SpaceX vehicle proves that The Mannsion Group can establish single-company private-market structures, but the reviewed Overlook X1 A1B Form D never identifies SpaceX, Coinbase, another private company or any underlying portfolio asset. OVERLOOK CB, LLC may tempt readers to guess what "CB" means, but FilingDossier does not expand an unexplained legal abbreviation into a portfolio-company name without documentary support.

KINGSWOOD'S ROLE PROVIDES ANOTHER INDEPENDENT CHECK ON THE FUNDRAISING PROCESS

Kingswood Capital Partners LLC, CRD 288898, appears directly in A1B's Form D as the sales-compensation recipient and is authorized to solicit in all states. The issuer reports $108,000 in sales commissions against a $15.349 million offering, or roughly 0.7% of the offering amount. Public placement-agent databases also independently associate Kingswood with both OVERLOOK X1 SERIES A1B and Mannsion SX, reinforcing that Kingswood has been used as a distribution channel across more than one Mannsion-sponsored vehicle. That does not mean Kingswood selected the underlying investments or serves as fund manager; its disclosed role is securities distribution. Investors should therefore separate the economics paid for placement from management fees, carried interest, transaction costs and any expenses charged by the underlying investment vehicle.

FINAL ASSESSMENT

Overlook X1 A1B has at least eight facts that make it highly differentiated: it fully sold exactly $15.349401 million; it has 11 investors and a $500,000 minimum; The Mannsion Group is explicitly the investment manager; OVERLOOK CB LLC is the GP; David Mann controls the manager; Kingswood Capital Partners handled placement and $108,000 of commissions were disclosed; additional B1A and E1A series appeared during 2026; and the same Mannsion platform separately operates a documented SpaceX-focused vehicle. The strongest conclusion is therefore structural: Overlook X1 appears to be a coded, deal-specific series platform controlled by The Mannsion Group. The largest unresolved issue is the actual asset behind A1B. Until the LPA, subscription agreement, purchase agreement or manager disclosure identifies the portfolio company, investors should not infer the asset from "CB," the Overlook brand or Mannsion's separate SpaceX strategy.

SEC SNAPSHOT

Issuer: OVERLOOK X1 LP SERIES A1B CIK: 0002115112 SEC Form: Form D Accession No.: 0002115112-26-000001 File No.: 021-575355 Filing Date: March 4, 2026 Year Organized: 2026 Jurisdiction: Delaware Principal Address: 445 Hamilton Avenue, Suite 1500, White Plains, NY 10601 Telephone: 732-484-0972 Industry: Pooled Investment Fund Fund Classification: Private Equity Fund Investment Company Registered: No Investment Company Act Exclusion: Section 3(c)(7) Offering Exemption: Rule 506(b) Security Type: Pooled Investment Fund Interests Offering Amount: $15,349,401 Amount Sold: $15,349,401 Remaining To Be Sold: $0 Offering Sold Percentage: 100% Investors: 11 Minimum Investment: $500,000 First Sale: February 5, 2026 Offering Duration Over One Year: No Business Combination Transaction: No Sales Commissions: $108,000 Finder's Fees: $0 Investment Manager: The Mannsion Group LLC General Partner: OVERLOOK CB, LLC Related Person: David Samuel Mann Placement Agent: Kingswood Capital Partners LLC Placement Agent CRD: 288898

MANAGER / REGULATORY PENETRATION

Investment Manager: The Mannsion Group LLC CRD: 340763 SEC File No.: 802-135771 Regulatory Status: Exempt Reporting Adviser Initial Reviewed ERA Filing Date: March 5, 2026 SEC Registered Investment Adviser Status: NO SEC Reporting Relationship: YES

David Samuel Mann: Managing Member of Investment Manager: YES Overlook X1 SEC Relationship: YES Mannsion SX SEC Relationship: YES Manager Control Role Independently Supported: YES

Exact White Plains Address Continuity: YES Exact Telephone Continuity: YES

OVERLOOK X1 SERIES ARCHITECTURE

Series A1B: CIK: 0002115112 Filing Date: March 4, 2026 Offering Amount: $15,349,401 Amount Sold: $15,349,401 Investors: 11 Minimum: $500,000 GP: OVERLOOK CB, LLC Manager: The Mannsion Group LLC Placement Agent: Kingswood Capital Partners

Series B1A: 2026 Filing Confirmed: YES Filing Date: July 1, 2026 Stated Offering Amount: $100,000,000 Amount Sold at Initial Filing: $0 Same White Plains Operating Infrastructure: YES

Series E1A: CIK: 0002155670 Filing Date: September 18, 2026 Offering Amount: $350,000 Amount Sold: $350,000 Investors: 2 Same White Plains Address: YES David Mann Relationship: YES The Mannsion Group Relationship: YES

A1B + B1A + E1A Proven to Hold Same Asset: NO Amounts Automatically Additive as One Fund: NO Series Codes Publicly Explained: NO

MANNSION SX / SPACEX PENETRATION

Separate Vehicle: Mannsion SX LLC Same Address: YES Same Telephone: YES Same Manager: The Mannsion Group LLC Same David Mann Control Relationship: YES Kingswood Placement Relationship: YES

Public BrokerCheck Disclosure States Investment Objective: Direct or indirect investment in securities issued by Space Exploration Technologies Corporation

SpaceX Relationship for Mannsion SX: DOCUMENTED SpaceX Relationship for Overlook X1 A1B: NOT DOCUMENTED Overlook X1 A1B Proven to Hold SpaceX: NO

This distinction is critical: Evidence about Mannsion SX should not be transferred to A1B solely because the manager is common.

PLACEMENT / DISTRIBUTION PENETRATION

Placement Agent: Kingswood Capital Partners LLC CRD: 288898 A1B Form D Placement Role Confirmed: YES Solicitation Authorization: All States Reported A1B Sales Commissions: $108,000 Commission as Percentage of A1B Offering: Approximately 0.70% Finder's Fees: $0

Kingswood Also Associated With Mannsion SX: YES Kingswood Functions as Investment Manager: NO Kingswood Role Establishes Portfolio Asset: NO

STATE NOTICE CROSS-CHECK

New York State Notice Exists: YES New York State Notice Date: March 9, 2026 New York Portion Reported in State Notice: $745,161 New York Investors Reported in State Notice: 2 Federal Form D Total Amount Sold: $15,349,401 Federal Form D Total Investors: 11

Interpretation: State notice figures represent the New York portion of sales and investors, not the full national offering. They should not replace the federal Form D totals.

NAME-COLLISION REVIEW

Hong Kong Entity: Overlook Investments Limited / Overlook Investments LP Hong Kong Address: 22/F Ruttonjee House, 11 Duddell Street, Hong Kong Hong Kong 13F Manager CIK: 0001350706 Hong Kong Historical Fund: Overlook Partners Fund LP Hong Kong Investment Platform Has Long-Running Public Equity History: YES

Overlook X1 Manager: The Mannsion Group LLC Overlook X1 Principal: David Samuel Mann Overlook X1 Address: White Plains, New York Overlook X1 GP: OVERLOOK CB, LLC

Same Manager as Hong Kong Overlook Investments: NO Same Address: NO Same SEC Regulatory Identity: NO Same Fund Family Proven: NO

Conclusion: OVERLOOK X1 should not be described as a vehicle of Hong Kong-based Overlook Investments.

WEBSITE / ENTITY PENETRATION

Dedicated Overlook X1 Official Website Confirmed: NO The Mannsion Group Regulatory Record Confirmed: YES Dedicated Public Portfolio Page Confirmed: NO A1B Underlying Portfolio Company Confirmed: NO Meaning of "CB" in OVERLOOK CB, LLC Confirmed: NO B1A Underlying Investment Confirmed: NO E1A Underlying Investment Confirmed: NO Fund Administrator Confirmed: NO Fund Auditor Confirmed: NO Fund Custodian Confirmed: NO Fund Counsel Confirmed: NO

CORE INVESTOR QUESTIONS

What underlying company or security does Series A1B own What does "CB" in OVERLOOK CB, LLC stand for Is A1B a single-company SPV What distinguishes A1B from B1A and E1A Are series codes tied to individual portfolio companies, share classes or acquisition tranches Why was A1B sized at the exact amount of $15,349,401 What purchase price or share allocation produced that exact offering size Did The Mannsion Group contribute sponsor capital outside investor subscriptions Are A1B investors purchasing primary shares, secondary shares or interests in another SPV What valuation was used What management fee applies What carried interest applies Are transaction fees charged in addition to management economics Why does B1A have a $100 million target while E1A is only $350,000 Does Kingswood receive compensation only through reported commissions What are the rights of the 11 A1B investors Is there transfer or secondary-market liquidity Who holds custody of the underlying private securities Who performs NAV or fair-value calculations Are any portfolio investments sourced from Mannsion SX or other Mannsion vehicles How are conflicts handled if multiple Mannsion vehicles seek interests in the same private company

PRIMARY EVIDENCE REVIEWED

SEC Form D for OVERLOOK X1 LP SERIES A1B filed March 4, 2026. NASAA Electronic Filing Depository record for A1B. New York state notice for A1B used to distinguish state-level sales from total federal figures. SEC / IAPD Form ADV for The Mannsion Group LLC, CRD 340763 / SEC 802-135771. SEC Form D and public filing records for Overlook X1 LP Series B1A. SEC Form D for Overlook X1 LP - Series E1A filed September 18, 2026. SEC Form D for Mannsion SX LLC. FINRA BrokerCheck disclosures describing Mannsion SX's SpaceX investment objective and The Mannsion Group management structure. Public placement-agent records for Kingswood Capital Partners LLC. SEC filings for Overlook Investments LP and Overlook Partners Fund LP used to test and reject the apparent Hong Kong Overlook name match.

IMPORTANT FORM D NOTICE

OVERLOOK X1 LP SERIES A1B's $15,349,401 Form D offering was fully sold to 11 investors, but the filing does not identify the underlying portfolio company. The Mannsion Group's separate Mannsion SX vehicle has public regulatory disclosures explicitly describing an investment objective involving Space Exploration Technologies Corporation; that evidence does not establish that Overlook X1 A1B owns SpaceX securities. Likewise, OVERLOOK X1 is not supported as an affiliate of Hong Kong-based Overlook Investments merely because the names overlap. The Mannsion Group's SEC Exempt Reporting Adviser filing, Kingswood's CRD and the issuer's Form D are regulatory records and do not constitute SEC approval or endorsement.

Important Form D notice: A Form D filing is a notice filing for an exempt securities offering. It does not mean that the U.S. Securities and Exchange Commission has approved, licensed, endorsed, or verified the issuer or the offering. Readers should verify information through official SEC sources and conduct their own due diligence.
Verification note: SEC.gov and the relevant regulator's official records remain authoritative. This site's research is independent editorial content.