Mount Logan Capital Inc美股招股说明书(2026-01-20版)

PROSPECTUS Mount Logan Capital Inc.$40,000,0008.00% Notes Due 2031 Mount Logan Capital Inc. (f/k/a Yukon New Parent, Inc.) (“Mount Logan”, “we” or “us”) (Nasdaq: MLCI) is adiversified alternative assetmanagement and insurance solutions platform. Our mission is to provide our investors with access to a diversified and differentiated set ofprivate market investment solutions to address their capital needs. We conduct our business primarily in the United States through our twobusiness segments: Asset Management and Insurance Solutions. Mount Logan Management LLC (“ML Management”), our Securities andExchange Commission-registered investment adviser, manages a significant portion of our assets under management (“AUM”) across itsvarious managed funds supported by permanent and semi-permanent capital bases. We tailor our asset management platform to serve high-growth client segments within the institutional, retail, and insurance markets. ML Management also directly manages the capital of ourwholly-owned insurance company, Ability Insurance Company (“Ability”), for the benefit of policyholders. Ability, a Nebraska domiciledinsurer, specializes in reinsuring annuity products for the increasing number of individuals seeking to fund retirement needs and represents allof our insurance solutions operations. We are offering $40,000,000 in aggregate principal amount of our 8.00% Notes due 2031(the “Notes”). The Notes will mature onJanuary 31,2031. We will pay interest on the Notes quarterly in arrears onJanuary 30, April 30, July 30 and October 30 of each year, beginningApril 30,2026. The purchase price of the Notes includes accrued interest on the Notes fromJanuary 26, 2026 to, but not including, the date of delivery.We may redeem the Notes in whole or in part at any time or from time to time on or afterJanuary 31, 2028 at the redemption price of 100%of aggregate principal amount, plus any accrued and unpaid interest, as discussed under “The Offering — Optional Redemption” and“Description of Notes — Optional Redemption” in this prospectus. The Notes will be issued in minimum denominations of $25 and integralmultiples of $25 in excess thereof. The Notes will be our direct senior unsecured obligations and rank pari passu with all outstanding and future unsecured unsubordinatedindebtedness issued by Mount Logan. We intend to apply to list the Notes on The Nasdaq Global Market under the trading symbol “MLCIL,” and if the application is approved, weexpect trading in the Notes on The Nasdaq Global Market to begin within 30 days of the original issue date. The Notes are expected to trade“flat,” which means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not includedin the trading price. Currently, there is no public market for the Notes. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will besubject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “RiskFactors” beginning on page15to read about factors you should consider, including the risk of leverage, before investing in oursecurities. This prospectus contains important information you should know before investing in our securities. Please read it before you invest and keepit for future reference. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Public Offering PriceUnderwriting Discounts and CommissionsProceeds to Mount Logan, before expenses(1)(2) (1)Plus accrued interest, if any, fromJanuary 26, 2026, if settlement occurs after that date.(2)Before deducting expenses payable by us related to the offering, estimated at approximately $800,000. See “Underwriting (Conflicts of Interest)” in thisprospectus. The underwriters may also purchase up to an additional $6,000,000aggregate principal amount of Notes offered hereby, to cover over-allotments, if any, within 30 days of the date of this prospectus. If the underwriters exercise this option in full, the total public offering pricewill be $46,000,000, the total underwriting discount and commissions paid by us will be $1,437,500, and total proceeds to us, beforeexpenses, will be $44,562,500. Delivery of the Notes in book-entry form only through The Depository Trust Company (“DTC”) and its participants, including ClearstreamBanking, société anonyme (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”), will be made on oraboutJanuary 26, 2026. BC Partners Securities Wedbush Securities TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1CERTAIN DEFINED TERMS2AVAILABLE INFORMATION4PROSPECTUS SUMMARY5SUMMARY OF THE OFFERING13RISK FACTORS15USE OF PROCEEDS41CAPITALIZATION42UNAU