Mount Logan Capital (MLCI) revises S-1 note offering expense disclosure

Rhea-AI Filing Summary

Mount Logan Capital Inc. filed Amendment No. 1 to its Form S-1 registration statement, making a narrow change limited to the disclosure of offering expenses. The amendment states that only Item 13 in Part II has been revised, leaving the preliminary prospectus in Part I unchanged and omitted from this document.

The company lists total estimated expenses of $800,000 related to issuing and distributing the notes, excluding underwriting discounts and commissions. These expenses include a $10,358 Securities and Exchange Commission filing fee, a $5,000 Nasdaq Global Market listing fee, approximately $530,000 for legal counsel, $200,000 for accountants, and about $54,642 in miscellaneous costs. The amendment is signed on behalf of Mount Logan by Chief Executive Officer Edward Goldthorpe and other officers and directors.

As filed with the Securities and Exchange Commission on January 13, 2026

Registration No. 333-292668

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mount Logan Capital Inc.

(Exact name of Registrant as specified in its charter)

Delaware			6282			33-2698952
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

650 Madison Avenue, 3rd Floor

New York, New York 10022

(212) 891-2880

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Nikita Klassen

Chief Financial Officer and Corporate Secretary

Mount Logan Capital Inc.

650 Madison Avenue, 3rd Floor

New York, NY 10022

212-891-2880

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Kenneth E. Young, Esq.

Stephen R. Pratt, Esq.

Anna Tomczyk, Esq.

Dechert LLP

3 Bryant Park

1095 Avenue of the Americas

New York, NY 10036

212-698-3500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☐			Accelerated filer			☐
Non-accelerated filer			☒			Smaller reporting company			☒
						Emerging growth company			☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment to the Registration Statement on Form S-1 (File No. 333-292668) is filed solely to amend Item 13 of Part II thereof. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II, Item 13, and the signature page. This Amendment does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses payable by Mount Logan expected to be incurred in connection with the issuance and distribution of the Notes being registered hereby (other than underwriting discounts and commissions). All of such expenses are estimates, other than the filing and listing fees payable to the Securities and Exchange Commission and The Nasdaq Stock Market LLC.

Filing Fee – Securities and Exchange Commission						$	10,358
Listing Fee – The Nasdaq Global Market						5,000
Fees and Expenses of Counsel						530,000
Fees and Expenses of Accountants						200,000
Miscellaneous Expenses						$	54,642
Total						$	800,000

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 13th day of January, 2026.

			MOUNT LOGAN CAPITAL INC.
			By:						/s/ Edward Goldthorpe
									Name: Edward Goldthorpe
									Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Edward Goldthorpe

Chief Executive Officer and Director (Principal Executive Officer)

January 13, 2026

Edward Goldthorpe

/s/ Nikita Klassen

Chief Financial Officer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)

January 13, 2026

Nikita Klassen

*

Director

January 13, 2026

David Allen

*

Director

January 13, 2026

Sabrina Liak

*

Director

January 13, 2026

Buckley T. Ratchford

*

Director

January 13, 2026

R. Rudolph Reinfrank

*

Director

January 13, 2026

Parker A. Weil

*

Director

January 13, 2026

Matthew Westwood

*By:			/s/Nikita Klassen
			Nikita Klassen
			Attorney-in-Fact

FAQ

What does Mount Logan Capital Inc. (MLCI) change in this S-1 amendment?

The amendment to the Form S-1 for Mount Logan Capital Inc. is filed solely to revise Item 13 (Other Expenses of Issuance and Distribution) in Part II. It does not modify any provisions of the preliminary prospectus contained in Part I, which is omitted from this document.

How much are Mount Logan Capital Inc.'s estimated offering expenses in this S-1/A?

Mount Logan Capital Inc. discloses total estimated expenses of $800,000 for the issuance and distribution of the notes, excluding underwriting discounts and commissions. This figure combines regulatory fees, legal fees, accounting fees, and miscellaneous costs.

What specific costs make up the $800,000 in estimated expenses for MLCI?

The estimated $800,000 in expenses includes a $10,358 Securities and Exchange Commission filing fee, a $5,000 Nasdaq Global Market listing fee, about $530,000 for legal counsel, $200,000 for accountants, and roughly $54,642 in miscellaneous expenses related to the notes.

Does this S-1/A amendment change the terms of Mount Logan Capital Inc.'s notes offering?

The amendment states it is filed solely to amend Item 13 of Part II, which covers expenses of issuance and distribution. It explicitly notes that no provisions of the preliminary prospectus in Part I are modified by this amendment.

Who signed Mount Logan Capital Inc.'s Amendment No. 1 to the Form S-1?

The amendment is signed on behalf of Mount Logan Capital Inc. by Edward Goldthorpe, Chief Executive Officer. It is also signed by Nikita Klassen, Chief Financial Officer and Corporate Secretary, and by several directors, with Nikita Klassen acting as Attorney-in-Fact for certain signatories.

What type of securities is Mount Logan Capital Inc. registering in this S-1/A?

The expense disclosure refers to the issuance and distribution of notes being registered. The amendment itself focuses on the cost details for these notes rather than their specific terms.