Mount Logan Capital Inc. Amends Acquisition/Disposition Filing

TL;DR

Logan Capital filed an amendment on its asset deal and shell company status. Check the details.

AI Summary

Mount Logan Capital Inc. filed an amendment (8-K/A) on November 24, 2025, to its report originally dated September 12, 2025. This amendment pertains to the completion of an acquisition or disposition of assets and a change in shell company status. The company, formerly known as Yukon New Parent, Inc., changed its name on January 13, 2025.

Why It Matters

This filing provides updated information regarding significant corporate events like asset acquisitions or sales, which can impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially those concerning acquisitions or changes in shell company status, can indicate evolving corporate structures or financial situations that warrant closer examination.

Key Players & Entities

• Mount Logan Capital Inc. (company) — Registrant
• Yukon New Parent, Inc. (company) — Former company name
• September 12, 2025 (date) — Earliest event reported date
• November 24, 2025 (date) — Filing date of amendment
• January 13, 2025 (date) — Date of name change

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value MLCI The Nasdaq Stock Market
• $553,656 — pe Chief Executive Officer 2024 Nil $553,656 $553,656 2023 Nil Nil Nil Nikita
• $177,500 — Officer and Corporate Secretary 2024 $177,500 $102,167 $279,863 Henry Wang Presi
• $102,167 — nd Corporate Secretary 2024 $177,500 $102,167 $279,863 Henry Wang President 2024
• $279,863 — te Secretary 2024 $177,500 $102,167 $279,863 Henry Wang President 2024 Nil $18
• $182,990 — 863 Henry Wang President 2024 Nil $182,990 $182,990 2023 Nil Nil Nil _______
• $1.89 — s common stock on December 31, 2024 was $1.89. Executive Employment Arrangements L
• $19,754 — Awards (3)(4) Total Perry Dellelce $19,754 $717 $20,471 Sabrina Liak $19,754 $
• $717 — (3)(4) Total Perry Dellelce $19,754 $717 $20,471 Sabrina Liak $19,754 $717 $2
• $20,471 — ) Total Perry Dellelce $19,754 $717 $20,471 Sabrina Liak $19,754 $717 $20,471 R
• $27,208 — 54 $717 $20,471 R. Rudolph Reinfrank $27,208 $717 $27,925 David Allen $23,481 $—
• $27,925 — 71 R. Rudolph Reinfrank $27,208 $717 $27,925 David Allen $23,481 $— $23,481 Buck
• $23,481 — nk $27,208 $717 $27,925 David Allen $23,481 $— $23,481 Buckley Ratchford $23,481
• $23,481 B — $717 $27,925 David Allen $23,481 $— $23,481 Buckley Ratchford $23,481 $— $23,481
• $25,000 — of Legacy MLC were paid a retainer of C$25,000 per annum. In addition, the Chair of th

Filing Documents

• yukon-20250912.htm (8-K/A) — 142KB
• mlc2q25quarterlyfinancials.htm (EX-99.2) — 3822KB
• proformas.htm (EX-99.3) — 794KB
• screenshot2025-05x01at9361.jpg (GRAPHIC) — 46KB
• 0002051820-25-000150.txt ( ) — 5259KB
• yukon-20250912.xsd (EX-101.SCH) — 2KB
• yukon-20250912_def.xml (EX-101.DEF) — 16KB
• yukon-20250912_lab.xml (EX-101.LAB) — 29KB
• yukon-20250912_pre.xml (EX-101.PRE) — 17KB
• yukon-20250912_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the "Introductory Note" and under Item 5.06 of this Amendment No. 1 to the Current Report on Form 8-K are incorporated by reference into this Item 2.01. FORM 10 INFORMATION Item 2.01(f) of the Current Report on Form 8-K states that, if the registrant was a shell company, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as Yukon New Parent, Inc. was immediately before the Business Combination, the registrant must include herein the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the registrant's securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the transaction. Item 2.01(f) of the Current Report on Form 8-K further states that, if any disclosure required by such Item 2.01(f) is previously reported, as such term is defined in Rule 12b-2 under the Exchange Act, the registrant may identify the filing in which such disclosure is included instead of including such disclosure in the Current Report on Form 8-K. Cautionary Note Regarding Forward-Looking Statements This Amendment No. 1 to the Current Report on Form 8-K and the exhibits attached hereto contain "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the Company's current views with respect to, among other things, capital resources, portfolio performance and results of operations. Likewise, the Company's consolidated financial statements and

Business

Business The information required by this item is contained in the Proxy Statement/Prospectus, in the sections entitled " Business of Mount Logan " beginning on page 263, " Business of 180 Degree Capital " beginning on page 345, and Annex F " Information Concerning New Mount Logan Following the Business Combination " beginning on page F-1, and are incorporated herein by reference.

Risk Factors

Risk Factors The information required by this item is contained in the Proxy Statement/Prospectus, in the section entitled " Risk Factors ," is incorporated herein by reference, specifically, the subsection titled " Risks Relating to Mount Logan and New Mount Logan " beginning on page 43. Financial Information The information required by this item is contained in the Proxy Statement/Prospectus in the sections entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations of Mount Logan " beginning on page 275 and " Unaudited Pro Forma Condensed Combined Financial Statements " beginning on page 181, which is incorporated herein by reference. Reference is also made to the disclosure set forth under Item 9.01 of this Amendment No. 1 to the Current Report on Form 8-K concerning the financial information of the Company and Exhibits 99.2 and 99.3 hereto.

Properties

Properties Our principal executive and administrative offices are located at 650 Madison Avenue, 3rd Floor, New York, NY 10022. This space is leased by BCPA and we reimburse BCPA for a portion of the lease expense pursuant to the Servicing Agreement. This space is used by both segments of Mount Logan. Mount Logan does not currently have any investments or interests in any real estate on its own behalf, nor does it have for its own benefit any investments or interest in any real estate mortgages or securities of persons engaged in real estate activities, though Ability does from time to time make such investments and hold such interests for the benefit of policyholders.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following information table sets forth information known to the Company regarding the beneficial ownership of shares of the Company's common stock as of September 30, 2025 by: each person known to the Company to be the beneficial owner of more than 5% of outstanding shares of the Company's shares of common stock; each of the Company's executive officer or director; and all executive officers and directors of the Company as a group. Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of the Company's common stock issuable upon exercise of options and Company warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total voting power of the beneficial owner thereof. The beneficial ownership of the Company's shares of common stock is based on 12,786,792 shares of commons stock issued and outstanding as of September 30, 2025. Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percentage of Outstanding Common Stock Directors and Named Executive Officers: Edward J. Goldthorpe 215,570 1.7% David Brian Allen 31,617 * Sabrina Liak Yuan Yi 39,256 * Buckley T. Ratchford 31,617 * R. Rudolph Reinfrank 56,868 * Parker Anders Weil 6,251 * Matthew Joseph Westwood — — Nikita Klassen 16,736 * Henry Han-Wei Wang 50,155 * All executive officers and directors as a group (10 persons) 448,070 3.5% _______________ * Less than 1% Directors and Executive Officers The information required by this item is contained in the Proxy Statement/Prospectus in the section entitled " Management of New Mount Logan " beginning on page 200

Executive Compensation

Executive Compensation "Named Executive Officer" means: (i) all individuals serving as Legacy MLC's Chief Executive Officer ("PEO") or acting in a similar capacity during the fiscal year ended December 31, 2024, regardless of compensation level; (ii) Legacy MLC's two most highly compensated executive officers, other than the PEO, who were serving as executive officers at the end of the 2024 fiscal year; (c) up to two additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact that the individual was not serving as an executive officer of Legacy MLC at the end of the 2024 fiscal year. For the financial year ended December 31, 2024, Legacy MLC had three (3) Named Executive Officers, namely: (a) Edward Goldthorpe, Chief Executive Officer; (b) Nikita Klassen, Chief Financial Officer and Corporate Secretary; and (c) Henry Wang, President. The following table presents the compensation earned by the Named Executive Officers for the years ended December 31, 2024 and December 31, 2023. Name and Principal Position Year Salary ($) Stock Awards ($) (2) Total Compensation ($) Edward Goldthorpe Chief Executive Officer 2024 Nil $553,656 $553,656 2023 Nil Nil Nil Nikita Klassen (1) Chief Financial Officer and Corporate Secretary 2024 $177,500 $102,167 $279,863 Henry Wang President 2024 Nil $182,990 $182,990 2023 Nil Nil Nil ______________ 1. Ms. Klassen became Chief Financial Officer of Legacy MLC in April 2024 and was not a NEO in 2023. 2. Represents the fair value at the date of grant for restricted share units ("RSUs") (including the DEUs) granted to each Named Executive Officer. The fair values are based on the closing price of the Shares on the Exchange on the date of grant as converted to US dollars at the Bank of Canada's conversion rate on the date of grant. The actual value received was different as it depended on the price of the underlying Shares at the time such RSUs vested and were settled

Legal Proceedings

Legal Proceedings From time to time, we are involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. We are not currently party to any material legal proceedings. Market Price of and Dividends on Common Equity and Related Stockholder Matters The Company's common stock began trading on the Nasdaq under the symbol "MLCI" on September 15, 2025. Prior to the completion of the Business Combination, the MLC Common Shares were listed on Cboe Canada under the symbol "MLC" and the TURN Common Shares were listed on the Nasdaq Global Market under the symbol "TURN." Immediately following the completion of the Business Combination, the Company had 12,786,792 shares of common stock issued and outstanding, held of record by 117 holders. Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled " Comparative Per Share Market Price and Dividend Information " on page 35 and Annex F " Information Concerning New Mount Logan Following the Business Combination—Dividends or Distributions " on page F-2, which are incorporated herein by reference. Recent Sales of Unregistered Securities None. Description of Registrant's Securities to be Registered The information required by this item is contained in the Proxy Statement/Prospectus in the sections entitled " Description of New Mount Logan Share Capital ," beginning on page 209, and " Comparison of Shareholder Rights ," beginning on page 219, and is incorporated herein by reference. Indemnification of Directors and Officers On September 12, 2025, in connection with the consummation of the Business Combination, the Company entered into indemnification agreements with each of its directors and executive officers (the "Indemnification Agreements"). Each Indemnification Agreement provides for indemnification and advancements by the C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. As reported in the Original Report, (i) the audited consolidated financial statements of Legacy MLC as of and for the years ended December 31, 2024 and 2023, the related notes, and the associated independent auditor's reports, (ii) the audited consolidated financial statements of TURN as of and for the years ended December 31, 2024 and 2023, the related notes, and the associated independent auditor's reports, (iii) the audited consolidated financial statements of Yukon New Parent, Inc. as of February 7, 2025, the related notes and the independent auditor's report, and (iv) the unaudited pro forma condensed combined balance sheet of TURN and Legacy MLC as of and for the year ended December 31, 2024 giving effect to the Business Combination and related transactions, representing the information required to be filed by the Company under Item 9.01(a) and Item 9.01(b) to Form 8-K with respect to the Business Combination, were previously reported in the Proxy Statement/Prospectus. Pursuant to General Instruction B.3 of Form 8-K, such information was not additionally reported in the Original Report, and instead was incorporated by reference therein. (a) Financial Statements of Business Acquired. Legacy MLC's unaudited consolidated financial statements as of and for the three and six month period ended June 30, 2025 and 2024, the related notes, and the related Management's Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2025, are attached hereto as Exhibit 99.2 and incorporated herein by reference. TURN's unaudited consolidated financial statements as of and for the six month period ended June 30, 2025 and 2024, the related notes and the related Management's Discussion of Performance for the three and six months ended June 30, 2025, were previously included in the Form N-CSRS (File No. 811-07074) filed by TURN with the Commission on August 29, 2025, an

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