Yukon New Parent: Zero Assets, Zero Revenue, All Eyes on Merger Close

TL;DR

**MLCIL is a placeholder; its future is 100% contingent on the 180 Degree Capital and Mount Logan Capital merger closing in early September.**

AI Summary

Yukon New Parent, Inc. (MLCIL) reported no revenue or net income for the period from January 7, 2025 (inception) to June 30, 2025, as it was formed solely to facilitate a business combination. The company's balance sheet as of June 30, 2025, shows total assets of $0 and total liabilities of $0, with stockholder's equity also at $0, consisting of $1 in common stock and a $(1) stock subscription receivable from its parent, 180 Degree Capital Corp. The primary business change is the ongoing proposed merger with Mount Logan Capital Inc. (MLC), which 180 Degree Capital shareholders approved on August 22, 2025, with an expected closing in early September 2025. A significant risk is the company's going concern status, as it has no cash or independent funding sources, relying entirely on 180 Degree Capital until the merger is completed. The strategic outlook is entirely dependent on the successful completion of the Business Combination, which will transform MLCIL into a new publicly-traded entity. The company is an 'emerging growth company' and has elected to use the extended transition period for new accounting standards.

Why It Matters

This filing reveals Yukon New Parent, Inc. (MLCIL) as a shell entity with no operational history or assets, existing purely to facilitate the merger between 180 Degree Capital Corp. and Mount Logan Capital Inc. For investors, the value of MLCIL is entirely tied to the successful completion of this Business Combination, which will create a new publicly-traded company. Employees and customers of 180 Degree Capital and Mount Logan Capital will see their future employment and service continuity hinge on the integration post-merger. The broader market will observe how this new entity, once formed, positions itself against competitors in its respective industry, given the current economic uncertainties and volatility mentioned in the filing.

Risk Assessment

Risk Level: high — The company explicitly states it has "no cash, and no sources of funding other than funds that may be obtained from 180 Degree Capital" as of June 30, 2025. These conditions "raise substantial doubt about New Parent's ability to continue as a going concern one year from the date that these consolidated financial statements are issued," directly indicating a high financial risk if the Business Combination fails.

Analyst Insight

Investors should monitor the progress of the Business Combination closely, specifically the expected early September 2025 closing date. Given MLCIL's current lack of operations and assets, any investment decision should be based on the combined entity's prospects post-merger, not on MLCIL's standalone financials.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• $0 — Total Assets (Yukon New Parent, Inc. had no material assets as of June 30, 2025.)
• $0 — Total Liabilities (Yukon New Parent, Inc. had no material liabilities as of June 30, 2025.)
• $0 — Total Stockholder's Equity (Yukon New Parent, Inc. had zero equity as of June 30, 2025.)
• 1,000 — Shares of Common Stock (Number of shares authorized, issued, and outstanding as of June 30, 2025.)
• $0.001 — Par Value per Share (Par value of common stock for Yukon New Parent, Inc.)
• $1 — Stock Subscription Receivable (Amount owed by 180 Degree Capital Corp. to Yukon New Parent, Inc. for common stock.)
• January 7, 2025 — Inception Date (Date Yukon New Parent, Inc. was incorporated.)
• June 30, 2025 — Reporting Period End (End of the quarterly period covered by this 10-Q filing.)
• August 22, 2025 — Shareholder Approval Date (Date 180 Degree Capital shareholders approved the merger proposals.)
• Early September 2025 — Expected Merger Close (Anticipated completion timeframe for the Business Combination.)

Key Players & Entities

• Yukon New Parent, Inc. (company) — registrant and new publicly-traded company post-merger
• MLCIL (company) — ticker symbol for Yukon New Parent, Inc.
• 180 Degree Capital Corp. (company) — parent company and merger participant
• Mount Logan Capital Inc. (company) — merger participant
• Polar Merger Sub, Inc. (company) — wholly-owned subsidiary of New Parent for TURN Merger
• Moose Merger Sub, LLC (company) — wholly-owned subsidiary of New Parent for MLC Merger
• $0 (dollar_amount) — total assets and liabilities as of June 30, 2025
• $1 (dollar_amount) — common stock issued and outstanding, and stock subscription receivable
• January 7, 2025 (date) — inception date of Yukon New Parent, Inc.
• August 22, 2025 (date) — date 180 Degree Capital shareholders approved the merger

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: As of June 30, 2025, Yukon New Parent, Inc. had no cash and no funding sources other than potential funds from 180 Degree Capital Corp. This raises substantial doubt about its ability to continue as a going concern for one year from the issuance date of the financial statements, should the Business Combination not be completed.
• Failure to Complete Business Combination [high — market]: The completion of the proposed mergers may be adversely affected by economic uncertainty and market volatility, including downturns in financial markets, inflation, rising interest rates, and geopolitical instability. These factors, many beyond the company's control, could negatively impact the business and the ability to complete the mergers.
• Lack of Prior Operating Activities and Assets [medium — operational]: Yukon New Parent, Inc. was formed to be the surviving entity in the mergers and has no prior operating history or material assets as of June 30, 2025. Its entire strategic outlook and future operations are contingent on the successful completion of the Business Combination.

Industry Context

Yukon New Parent, Inc. is currently a shell entity formed solely to facilitate a business combination. Its industry context is therefore entirely defined by the proposed merger with Mount Logan Capital Inc. The success of this combination will determine its future operating environment within the financial services or other sector where Mount Logan Capital Inc. operates.

Regulatory Implications

As an emerging growth company, Yukon New Parent, Inc. can avail itself of extended transition periods for adopting new accounting standards. The primary regulatory hurdle is obtaining necessary approvals for the proposed business combination from relevant authorities and shareholders.

What Investors Should Do

1. Monitor the closing of the Business Combination.
2. Assess the financial health and operational strategy of Mount Logan Capital Inc.
3. Evaluate the going concern disclosures.

Key Dates

• 2025-01-07: Yukon New Parent, Inc. (New Parent) incorporated — Marks the inception of the entity formed to facilitate the business combination.
• 2025-01-16: Agreement and Plan of Merger entered into — Formalizes the proposed business combination between 180 Degree Capital Corp., Mount Logan Capital Inc., and their respective subsidiaries.
• 2025-06-30: Reporting period end for 10-Q filing — Provides a snapshot of the company's financial condition at the end of the second quarter.
• 2025-08-22: 180 Degree Capital shareholders approved merger proposals — A key milestone indicating shareholder support for the proposed business combination.
• 2025-09-XX: Expected closing of the Business Combination — Anticipated completion of the merger, which will transform Yukon New Parent, Inc. into a new publicly-traded entity.

Glossary

Business Combination

A merger or acquisition transaction where two or more companies combine into a single entity. (This is the primary purpose for Yukon New Parent, Inc.'s existence and its future operations are entirely dependent on its successful completion.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (Yukon New Parent, Inc. faces substantial doubt regarding its ability to continue as a going concern due to its lack of cash and independent funding.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. (Yukon New Parent, Inc. qualifies as an emerging growth company, allowing it to utilize extended transition periods for new accounting standards.)

Stock Subscription Receivable

An amount owed to a company by a subscriber for shares of stock that have been issued but not yet fully paid for. (Represents a $1 amount owed by 180 Degree Capital Corp. for common stock issued to it, contributing to the $0 total stockholder's equity.)

Year-Over-Year Comparison

As this is the initial 10-Q filing for Yukon New Parent, Inc. since its inception on January 7, 2025, there are no prior period filings to compare against. The financial statements reflect the company's status as a newly formed entity with no operating history, assets, or liabilities as of June 30, 2025, solely existing to facilitate an upcoming business combination.

Key Financial Figures

• $0.001 — ssued on January 7, 2025, at a price of $0.001 per share. These shares were issued and

Filing Documents

• yukon-20250630.htm (10-Q) — 149KB
• a311-certificationofceo.htm (EX-31.1) — 10KB
• a312-certificationofcfo.htm (EX-31.2) — 10KB
• a321-906certification.htm (EX-32.1) — 9KB
• 0002051820-25-000103.txt ( ) — 1117KB
• yukon-20250630.xsd (EX-101.SCH) — 9KB
• yukon-20250630_cal.xml (EX-101.CAL) — 3KB
• yukon-20250630_def.xml (EX-101.DEF) — 13KB
• yukon-20250630_lab.xml (EX-101.LAB) — 173KB
• yukon-20250630_pre.xml (EX-101.PRE) — 105KB
• yukon-20250630_htm.xml (XML) — 40KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 4

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS AND NOTES 4 CONSOLIDATED BALANCE SHEET 4 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 Note 1. Organization 6 Note 2. Summary of Significant Accounting Policies 7 Note 3. Related Party Transactions 8 Note 4. Stockholder's Equity 8 Note 5. Commitments and Contingencies 8

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10

Forward-looking Statements

Forward-looking Statements 10 Overview 11 Liquidity and Capital Resources 11 Uncertain Tax Positions 11 Critical Accounting Policies and Estimates 11 Recently Issued Accounting Standards 11 Summary of Significant Accounting Policies 11

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 11

OTHER INFORMATION

PART II. OTHER INFORMATION 12

Legal Proceedings

Item 1. Legal Proceedings 12

Risk Factors

Item 1A. Risk Factors 12

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 13

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 13

Other Information

Item 5. Other Information 13

Exhibits

Item 6. Exhibits 13

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS AND NOTES YUKON NEW PARENT, INC. CONSOLIDATED BALANCE SHEET June 30, 2025 ASSETS Total assets $ — TOTAL ASSETS $ — LIABILITIES AND STOCKHOLDER'S EQUITY Total liabilities $ — TOTAL LIABILITIES $ — STOCKHOLDER'S EQUITY Common Stock, par value $ 0.001 ; 1,000 shares authorized, issued and outstanding $ 1 Stock subscription receivable (Note 3) ( 1 ) Total stockholder's equity — TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ — The accompanying notes are an integral part of these consolidated financial statements. 4 YUKON NEW PARENT, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY For the period from January 7, 2025 (inception) to June 30, 2025 Common Stock Stock Subscription Receivable Accumulated Equity Total Stockholder's Equity Balance, January 7, 2025 (inception) 0 $ — $ — $ — $ — Shares issued to related party 1,000 1 ( 1 ) — — Balance, June 30, 2025 1,000 $ 1 $ ( 1 ) $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 5 YUKON NEW PARENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from January 7, 2025 (inception) to June 30, 2025 Note 1. Organization Description of Business Yukon New Parent, Inc. ("New Parent" and the "Company") was incorporated in Delaware on January 7, 2025. New Parent was formed as a wholly-owned subsidiary of 180 Degree Capital Corp. ("180 Degree Capital") to facilitate the Business Combination as discussed below. We currently anticipate that the Business Combination will be completed in late Q3 2025 or early Q4 2025, subject to regulatory and shareholder approvals. Polar Merger Sub, Inc. ("TURN Merger Sub") was incorporated in New York on January 8, 2025. TURN Merger Sub was formed as a wholly-owned subsidiary of New Parent to facilitate the Business Combination as discussed below. Moose Merger Sub, LLC ("MLC Merger Sub") was formed as a limited liability company in Delaware on January 14, 2025. MLC Merger Sub was formed as a wholly-owned subsidiary of New Parent to facilitate the Business Combination as discussed below. Proposed Business Combination On January 16, 2025, 180 Degree Capital entered into an Agreement and Plan of Merger (the "Merger Agreement") with New Parent, Mount Logan Capital Inc. ("MLC"), a corporation organized under the Laws of the Province of Ontario, Canada, Polar Merger Sub, Inc., and Moose Merger Sub, LLC (the "Business Combination"). Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, (a) TURN Merger Sub shall merge with and into 180 Degree Capital (the "TURN Merger"), and 180 Degree Capital shall be the surviving company and shall continue its existence as a corporation under the Laws of the State of New York and as a wholly owned subsidiary of New Parent and (b) MLC Merger Sub shall merge with and into MLC (the "MLC Merger," and with the TURN Merger, the "Mergers"), the separate existence of MLC Merger Sub shall cease, and MLC shall be the surviving company in the MLC Merger and

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, liquidity and certain other factors that may affect our future results. The Company did not have any operations during the time period covered in this report. The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related notes included in Item 1 "Financial Information" of this Form 10-Q.

Forward-looking Statements

Forward-looking Statements This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this report, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "should," "could," "would," "project," "target," "plan," "expect,", "seek," "hope," "likely," or the negative of these terms or other similar expressions. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled "Risk Factors" and elsewhere in this Quarterly Report on Form 10-Q that may cause actual results to differ materially from those anticipated or implied by the forward-looking statements. These factors include, but are not limited to: As of the end of the reporting period, New Parent did not have any cash or material assets, and therefore there is substantial question as to its ability to continue as a going concern. New Parent may not become a publicly-traded company in connection with the Mergers. Given these risks and uncertainties, undue reliance should not be placed on such forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risk fac

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK New Parent was formed to be the surviving publicly-traded company in connection with the Mergers. New Parent has no prior operating activities and no material assets. As such, New Parent's business is not impacted by 11 valuation risk, interest rate risk, or foreign currency risk as of the date of these financial statements other than any potential impact of these factors on the likelihood of closing the Mergers.

Controls and Procedures

Item 4. Controls and Procedures (a) Disclosure Controls and Procedures. As of the end of the period covered by this report, the Company's management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as required by Rules 13a-15 and 15d-15 of the 1934 Act). Disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the issuer's management, as appropriate, to allow timely decisions regarding required disclosures. As of June 30, 2025, based upon this evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective. (b) Changes in Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the second quarter of 2025 to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

OTHER INFORMATION

PART II. OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings We, and our consolidated subsidiaries, are not currently subject to any material pending legal proceedings threatened against us as of June 30, 2025.

Risk Factors

Item 1A. Risk Factors New Parent may not become a publicly-traded company in connection with the Mergers. New Parent was formed to be the surviving publicly-traded company in connection with the Mergers. New Parent has no prior operating activities and no material assets. Completion of the Mergers may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond New Parent's control. Plans to consummate the proposed mergers could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, declines in consumer confidence and spending and geopolitical instability. New Parent cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the ability to complete the Mergers. New Parent does not have any cash or material assets, and therefore there is substantial question as to its ability to continue as a going concern. As of June 30, 2025, New Parent had no cash, and no sources of funding other than funds that may be obtained from 180 Degree Capital. These conditions raise substantial doubt about New Parent's ability to continue as a going concern one year from the date that these consolidated financial statements are issued, in the event the Business Combination is not completed.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12 As of June 30, 2025 there were 1,000 shares of common stock issued and outstanding, all of which are owned by 180 Degree Capital and were issued on January 7, 2025, at a price of $0.001 per share. These shares were issued and sold in reliance upon Section 4(a)(2) of the Securities Act and Regulation D thereunder.

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities Not applicable.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable.

Other Information

Item 5. Other Information None .

Exhibits

Item 6. Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of January 16,

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