Mount Logan Capital Inc. (MLCI): M&A transaction — Mount Logan Capital and 180 Degree Capital close all-stock merger; begins trading as MLCI on Nasdaq

Mount Logan Capital Inc.

Closing merger value ~US$122.7M implies $9.43 per share; ~13M shares outstanding post-combination.
Mount Logan shareholders own 56.4%; 180 Degree Capital shareholders own 43.6% of combined company.
Ted Goldthorpe appointed CEO; new board of seven directors elected; Kevin Rendino resigned as director.
Company plans initial US$15M tender offer at or above $9.43/share, with additional up to US$25M total over 24 months.
MLCI begins trading on Nasdaq Sept 15; TURN halted and to be delisted.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Mount Logan Capital Inc.: Certificate of incorporation amended and restated as Company Amended Charter, including name change from Yukon New Parent, Inc. to Mount Logan Capital Inc.

Change: charter amendment

Exact text from the filing

At the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated (as so amended and restated, the “ Company Amended Charter ” and the “ Company Amended Bylaws ,” respectively) to reflect terms appropriate for a publicly traded company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Mount Logan Capital Inc.: Bylaws amended and restated as Company Amended Bylaws.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the Company’s certificate of incorporation and bylaws were each amended and restated (as so amended and restated, the “ Company Amended Charter ” and the “ Company Amended Bylaws ,” respectively) to reflect terms appropriate for a publicly traded company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Mount Logan Capital Inc. underwent a change of control involving 180 Degree Capital Corp. and former Legacy MLC stockholders for all-stock consideration; approximately 43.6% of Company Common Stock held by former TURN stockholders and approximately 56.4% held by former Legacy MLC stockhol (closed 2025-09-12).

Action: change of control
Counterparty: 180 Degree Capital Corp. and former Legacy MLC stockholders
Consideration: all-stock consideration; approximately 43.6% of Company Common Stock held by former TURN stockholders and approximately 56.4% held by former Legacy MLC stockhol
Closing: 2025-09-12

Exact text from the filing

and ceased to exist, without delivery of any consideration therefor. Following this surrender and the issuance of the securities of the Company in the Merger, approximately 43.6% of the Company Common Stock became held by former TURN stockholders and approximately 56.4% of the Company Common Stock became held by former Legacy MLC stockholders. The

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Mount Logan Capital Inc. filing history →

Source: SEC EDGAR

accession 0002051820-25-000124

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