Mount Logan Capital Inc.

As filed with the Securities and Exchange Commission on January 12, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

650 Madison Avenue, 3 rd 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.

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.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, dated January 12, 2026

PRELIMINARY PROSPECTUS

$40,000,000

% Notes Due 2031

Mount Logan Capital Inc. (f/k/a Yukon New Parent, Inc.) (“Mount Logan”, “we” or “us”) (Nasdaq: MLCI) is a diversified alternative asset management and insurance solutions platform. Our mission is to provide our investors with access to a diversified and differentiated set of private market investment solutions to address their capital needs. We conduct our business primarily in the United States through our two business segments: Asset Management and Insurance Solutions. Mount Logan Management LLC (“ML Management”), our Securities and Exchange Commission-registered investment adviser, manages a significant portion of our assets under management (“AUM”) across its various 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 our wholly-owned insurance company, Ability Insurance Company (“Ability”), for the benefit of policyholders. Ability, a Nebraska domiciled insurer, specializes in reinsuring annuity products for the increasing number of individuals seeking to fund retirement needs and represents all of our insurance solutions operations.

We are offering $40,000,000 in aggregate principal amount of our % Notes due 2031 (the “Notes”). The Notes will mature on . We will pay interest on the Notes quarterly in arrears on and of each year, beginning , 2026. The purchase price of the Notes includes accrued interest on the Notes from , 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 after 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 integral multiples of $25 in excess thereof.

The Notes will be our direct senior unsecured obligations and rank pari passu with all outstanding and future unsecured unsubordinated indebtedness 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, we expect 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 included in 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 be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 to read about factors you should consider, including the risk of leverage, before investing in our securities.

This prospectus contains important information you should know before investing in our securities. Please read it before you invest and keep it for future reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1)Plus accrued interest, if any, from , 2026, if settlement occurs after that date.

(2)Before deducting expenses payable by us related to the offering, estimated at $ . See “Underwriting (Conflicts of Interest)” in this prospectus.

The underwriters may also purchase up to an additional $6,000,000 aggregate 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 price will be $ , the total underwriting discount and commissions paid by us will be $ , and total proceeds to us, before expenses, will be $ .

We may increase the aggregate principal amount of Notes offered in this offering (inclusive of any additional aggregate principal amount of Notes subject to the underwriters’ over-allotment option) by up to an additional $35.0 million, depending on market conditions and investor demand. Any such increase will be within the maximum aggregate offering price of securities registered under the registration statement of which this prospectus forms a part.

Delivery of the Notes in book-entry form only through The Depository Trust Company (“DTC”) and its participants, including Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”), will be made on or about , 2026.

Joint Book-Running Managers

Co-Managers

The date of this prospectus is , 2026