Mount Logan Capital (MLCI) withdraws S-8; 2.6M shares registered in error

Rhea-AI Filing Summary

Mount Logan Capital Inc. requests withdrawal of an erroneously filed Registration Statement on Form S-8 that covered 2,600,000 shares. The company states the registration (File No. 333-291950) became effective upon filing but no securities were sold, and it asks for fee credit under Rule 457(p) and withdrawal under Rule 477.

Insights

Corporate Securities Counsel

Routine withdrawal of duplicate S-8; administrative relief requested.

The letter requests immediate withdrawal under Rule 477 for File No. 333-291950, stating the registration covered 2,600,000 shares and was filed in error. It also requests fee credit under Rule 457(p) to offset future filing fees.

Timing and cash-flow impacts are not stated; subsequent filings may reflect the corrected registration. Parties to watch for confirmation are the Commission's withdrawal order and any fee credit posted to the company's account.

Key Figures

Registered shares: 2,600,000 shares Registration File No.: File No. 333-291950 Duplicate prior filing: File No. 333-291939

3 metrics

Registered shares 2,600,000 shares covered by Form S-8 (File No. 333-291950)

Registration File No. File No. 333-291950 Registration Statement on Form S-8 requested for withdrawal

Duplicate prior filing File No. 333-291939 earlier Form S-8 filed December 4, 2025 (same shares)

Key Terms

Form S-8, Rule 477, Rule 457(p)

3 terms

Form S-8 regulatory

"filed a Registration Statement on Form S-8 for 2,600,000 shares"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Rule 477 regulatory

"requests the immediate withdrawal of the Registration Statement pursuant to Rule 477"

Rule 457(p) regulatory

"requests that all fees paid ... be credited to the Company’s account pursuant to Rule 457(p)"

Mount Logan Capital Inc.

650 Madison Avenue, 3rd Floor

New York, NY 10022

April 28, 2026

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Mount Logan Capital Inc.

    Registration Statement on Form S-8 (File No. 333-291950)

Form RW – Application for Withdrawal

Ladies and Gentlemen:

On December 5, 2025, Mount Logan Capital Inc. (the “Company”) filed a Registration Statement on Form S-8 (File No. 333-291950) (together with the exhibits thereto, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) for 2,600,000 shares of the Company’s common stock, par value $0.001 per share.

The Registration Statement, which was filed in error, covered the same shares as the Company’s Registration Statement on Form S-8, File No. 333-291939, which was filed on December 4, 2025. Accordingly, Pursuant to Rule 477 promulgated under the Securities Act, the Registrant hereby requests the immediate withdrawal of the Registration Statement (File No. 333-291950; Accession No. 0002051820-25-000155).

The Company confirms that the Registration Statement became effective upon filing; however, no securities have been sold pursuant to the Registration Statement.

The Company also requests in accordance with Rule 457(p) of the Securities Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement or registration statements of the Company.

If you have questions regarding this request for withdrawal, please contact Jennifer Zepralka of Mayer Brown LLP at (202) 263-3446.

Sincerely,

Mount Logan Capital, Inc.

By:						/s/ Brandon Satoren
Name:						Brandon Satoren
Title:						Chief Financial Officer

FAQ

What did Mount Logan Capital (MLCI) ask the SEC to do?

They asked the SEC to withdraw Registration Statement File No. 333-291950. The company said the Form S-8 covered 2,600,000 shares, was filed in error, became effective on filing, and that no securities were sold under it.

Why is Mount Logan requesting withdrawal under Rule 477?

Because the Registration Statement was filed in error and duplicated an earlier filing. The company cites Rule 477 to request immediate withdrawal of File No. 333-291950 that duplicated File No. 333-291939 filed on December 4, 2025.

Will Mount Logan receive a refund of filing fees?

The company requested fee credit under Rule 457(p). It asked that fees paid for File No. 333-291950 be credited to its account to offset future registration statement filing fees instead of requesting a cash refund.

Were any shares sold under the withdrawn registration?

No, the company states no securities were sold under the Registration Statement. The letter explicitly confirms that although the registration became effective upon filing, no securities have been sold pursuant to File No. 333-291950.