Form: 8-K/A

Current report

November 24, 2025

Documents


UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Unless otherwise indicated in these unaudited pro forma condensed combined financial statements, all references to: (i) “Mount Logan” refer to Mount Logan Capital Inc., a corporation organized under the laws of the Province of Ontario, Canada; (ii) “180 Degree Capital” refer to 180 Degree Capital Corp., a corporation organized under the laws of the State of New York; and (iii) “New Mount Logan” refer to Mount Logan Capital Inc. (formerly, Yukon New Parent, Inc.), a corporation organized under the laws of the State of Delaware. On September 12, 2025, pursuant to an Agreement and Plan of Merger, dated as of January 16, 2025 and amended as of July 6, 2025, and August 17, 2025 (as amended, the “Merger Agreement”), (1) TURN Merger Sub LLC, a wholly owned subsidiary of New Mount Logan, merged with and into 180 Degree Capital (the “TURN Merger”), with 180 Degree Capital continuing as the surviving company and a wholly-owned subsidiary of New Mount Logan, and (2) Moose Merger Sub LLC, a wholly owned subsidiary of New Mount Logan, merged with and into Mount Logan (the “MLC Merger” and, together with the TURN Merger, the “Mergers,” and together with the other transactions contemplated under the Merger Agreement, collectively the “Business Combination”), with Mount Logan continuing as the surviving company and a wholly-owned subsidiary of New Mount Logan. Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the proxy statement/prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) on July 11, 2025 (the “Joint Proxy Statement/Prospectus”).

The following unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of both Mount Logan and 180 Degree Capital, which are included in the Joint Proxy Statement/Prospectus.

180 Degree Capital and Mount Logan have performed an analysis of the various reorganization steps to effectuate the Business Combination between 180 Degree Capital and Mount Logan including creation of New Mount Logan. At the completion of the Mergers:

•180 Degree Capital becomes a wholly-owned subsidiary of New Mount Logan through its merger with TURN Merger Sub, in which 180 Degree Capital is the surviving business;
•Mount Logan becomes a wholly-owned subsidiary of New Mount Logan through its merger with Moose Merger Sub LLC, in which Mount Logan is surviving business;
•180 Degree Capital and Mount Logan become wholly-owned legal subsidiaries of New Mount Logan.

While New Mount Logan will be the legal acquiror of Mount Logan, for accounting purposes, the transaction will be treated as a reverse acquisition and accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations. This determination is primarily based on the fact that, subsequent to the consummation of the transaction, former Mount Logan equity holders will have a majority of the voting rights of the combined company, former Mount Logan equity holders will have the ability to nominate a majority of the members of the board of directors of the combined company, and Mount Logan senior management will comprise the senior management roles of New Mount Logan, including the roles of Chief Executive Officer, President and Chief Financial Officer, and be responsible for the day-to-day operations. As such, New Mount Logan, including 180 Degree Capital as a wholly-owned subsidiary of New Mount Logan, will be treated as the “acquired” company for accounting purposes.

Accordingly, for financial reporting purposes, the assets and liabilities of Mount Logan will be stated at historical carrying values and its consolidated financial statements will be presented as the predecessor to the combined company in the historical financial statements following the consummation of the transaction. The assets and liabilities of 180 Degree Capital will be recorded at their fair values measured as of the acquisition date. If such excess exists based on preliminary estimated fair values of the assets acquired and liabilities assumed, goodwill will


be recognized in this transaction. The results of 180 Degree Capital will be presented within the consolidated results of Mount Logan from the date of acquisition going forward.

The final allocation of the purchase price will be determined after the Mergers are completed and after completion of a final analysis to determine the estimated relative fair values of each of 180 Degree Capital’s and Mount Logan’s assets and liabilities. Increases or decreases in the estimated fair values of the net assets, commitments and other items of either 180 Degree Capital or Mount Logan, as applicable, as compared to the information shown in this Joint Proxy Statement/Prospectus, may occur. Accordingly, the final adjustments may be materially different from the pro forma adjustments presented in this Joint Proxy Statement/Prospectus.

The following unaudited pro forma consolidated financial statements give effect to the transaction as follows:

•The historical audited consolidated balance sheet of New Mount Logan as of June 30, 2025, and the historical unaudited statement of assets and liabilities of 180 Degree Capital as of June 30, 2025, adjusted to conform to that of the statement of financial position of Mount Logan on a pro forma basis depicting the accounting for the business combination and related transactions.

•The historical audited consolidated statement of operations of 180 Degree Capital for the twelve months ended December 31, 2024, and historical unaudited interim consolidated statement of operations as of June 30, 2025, adjusted to conform to that of the historical consolidated statement of operations presentation of Mount Logan on a pro forma basis assuming the business combination and related transactions had been consummated on January 1, 2024 (i.e., the beginning of the earliest period presented). New Mount Logan did not have operations during the audit period of January 7, 2025 (inception) to February 7, 2025 or the audited interim period of January 7, 2025 (inception) to June 30, 2025.

The following unaudited pro forma condensed combined financial statements have been prepared using the audited financial statements of 180 Degree Capital for the year ended December 31, 2024, the audited financial statements for New Mount Logan for the period ended February 7, 2025, the audited financial statements of Mount Logan for the year ended December 31, 2024, the unaudited interim consolidated financial statements of 180 Degree Capital for the six-month period ending June 30, 2025, the audited interim consolidated financial statements of New Mount Logan for the six-month period ending June 30, 2025, and the unaudited interim condensed consolidated financial statements of Mount Logan for the six-month period ending June 30, 2025.

The following unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X” (“Article 11 of Regulation S-X”).

The following unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the Business Combination been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, dividends and other factors.


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Assets
Asset Management:
Cash and cash equivalents$2,748$577$12,000(a)$15,325
Investments25,417 —38,077 (b)63,494 
Unaffiliated publicly traded securities— 29,432(29,432)(b)— 
Non-controlled affiliated privately held companies— 75(75)(b)— 
Non-controlled affiliated publicly traded companies— 7,935(7,935)(b)— 
Unaffiliated derivative investments— 548(548)(b)— 
Non-controlled affiliated derivative investments— 15(15)(b)— 
Unaffiliated rights to milestone payments— 72(72)(b)— 
US Treasury securities money market shares— 12,000(12,000)(a)— 
Intangible assets23,141 —23,141 
Prepaid expenses—117—117 
Other assets10,146 105—10,251 
— 61,452 50,876 — — 112,328 
Insurance Solutions:
Cash and cash equivalents97,533 ——97,533 
Restricted Cash11,258 ——11,258 
Investments926,276 ——926,276 
Assets of consolidated variable interest entities
Cash and cash equivalents22,233 ——22,233 
Investments129,053 ——129,053 
Other assets1,144 ——1,144 
Reinsurance recoverable267,068 ——267,068 
Intangible assets2,444 ——2,444 
Deferred acquisition costs8,457 ——8,457 
Goodwill55,697 ——55,697 
Other assets20,453 ——20,453 
1,541,616 — 1,541,616 


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Total assets$—$1,603,068$50,876$—$—$1,653,944
Liabilities
Asset Management:—— 
Due to related parties$13,567$0$0$13,567
Debt obligations73,995 ——73,995 
Accrued expenses and other liabilities10,423 2,512—5,025 (A)17,960 
Post retirement plan liabilities 338—338 
— 97,985 2,850— 5,025 105,859 
Insurance:
Insurance liabilities779,860 — — 779,860 
Interest sensitive contract liabilities363,284 — — 363,284 
Funds held under reinsurance contracts237,281 — — 237,281 
Debt obligations17,250 17,250 
Derivatives457 457 
Accrued expenses and other liabilities7,243 — — 7,243 
1,405,375 1,405,375 
Total liabilities— 1,503,360 2,850—5,025 1,511,234 
Shareholders' Equity
Common Shares / Stock— 121,372 335— (121,694)(B), (C)13 
Treasury Stock— (6,261)— 6,261 (B)— 
Warrants1,426 —— 1,426 
Additional Paid-In Capital8,166 101,578— 63,348 (B), (C)173,092 
Retained Earnings(66,727)—(47,625)(c)47,625 (B)(66,727)
Total distributable earnings (loss)— (47,625)47,625 (c)— 
Accumulated Other Comprehensive Income (Loss) ("AOCI")35,471 — — (565)(A)34,906 
Total Shareholders' Equity (Net Assets Under Investment Company Financial Reporting)99,708 48,027 (5,025)(B) (C)142,710 


UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Total Liabilities and Shareholders' Equity (Net Assets Under Investment Company Financial Reporting)$1,603,068$50,877$—$1,653,945
Shares outstanding10,000 — (d)
Net asset value per outstanding share$4.80 — (d)


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Revenue
Asset Management:
Management Fee— 6,049 — 6,049 
Incentive fees— 777 — 777 
Equity investment earning— 324 — 324 
Other Revenue— 126 (e)126 
— 7,150 126 — 7,276 
Insurance Solutions:
Net Premiums— (8,251)— (8,251)
Insurance revenue— 1,582 — 1,582 
Net investment income— 31,629 — 31,629 
Net gains (losses) from investment activities— 5,310 — 5,310 
Net revenues of consolidated variable interest entities— 7,182 — 7,182 
Net gains (losses) on funds withheld— (12,576)— (12,576)
Other income— 154 — 154 
— 25,030 — — 25,030 
Total Revenue— 32,180 126 — 32,306 
Investment Company Reporting Income
Board Fees-Cash— — 33 (33)(e)— — 
Board Fees-Stock Grant— — 93 (93)(e)— — 
Dividend Income— — 110 (110)(f)— — 
Interest-Unaffiliated money market fund securities— — 181 (181)(g)— — 
Total Investment Company Reporting Income417 (417)(e) (f) (g)— 
Expenses
Asset Management:
Administration and servicing fees— 3,049 — — — 3,049 
Transaction costs— 7,298 — — — 7,298 
Amortization and impairment of intangible assets— 2,799 — — — 2,799 
Interest and other credit facility expenses— 3,906 — — — 3,906 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
General, administrative and other— 2,981 — 4,802 (h)7,783 
1,609 (D)1,609 
2,889 (D)2,889 
Compensation and Benefits— 4,216 1,146 5,362 
527 (E)527 
(673)(F)(673)
Administration and operations— — 56 (56)(h)— — 
Professional fees— — 4,324 (4,324)(h)— — 
Rent— — 20 (20)(h)— — 
Insurance expense— — 105 (105)(h)— — 
Directors' fees and expenses— — 134 (134)(h)— — 
Custody fees— — 10 (10)(h)— — 
Software— — 152 (152)(h)— — 
Other— — 1 (1)(h)— — 
24,249 5,948 — 4,352 $34,549 
Insurance:
Net policy benefits and claims— 729 — — — 1,793 
Interest sensitive contract benefits— 7,815 — — — 3,818 
Amortization of deferred acquisition costs— 1,460 — — — 555 
Compensation and benefits— 467 — — — 244 
Interest expense— 735 — — — 328 
General, administrative and other— 6,956 — — — 3,686 
18,162 — — — 18,162 
Total Expenses— 42,411 5,948 — 4,352 $52,711 
Net gains (losses) from investment activities— 1,708 — 7,206 (j)(k)— 8,914 
Dividend income— 67 — 110 (f)— 177 
Interest income— 539 — 181 (g)— 720 
Other income (loss), net— 305 — — — 305 
Total Investment Income (Loss)— 2,619 — 7,497 (k)— $10,116 
Income (Loss) Before Taxes— (7,612)(5,531)7,206 (k)(4,352)$(10,289)
Income Tax (expense) benefit— (27)— — — (27)


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Net income (loss)— (7,639)(5,531)7,206 (k)(4,352)$(10,316)
Earnings Per Share
Basic$— (0.27)$— $— $(0.79)
Diluted— (0.27)— — (0.79)
Weighted Average Shares of Common Shares Outstanding
Basic— 28,215,408 — (15,215,408)(G)13,000,000 
Diluted— 28,215,408 — (15,215,408)(G)13,000,000 
Other comprehensive income (loss):
Other comprehensive income (loss), before tax:
Unrealized investment gains (losses) on available-for-sale securities— 1,687 — — 1,687 
Unrealized gains (losses) on hedging instruments— 4,735 — — 4,735 
Remeasurement gains (losses) on future policy benefits related to discount rate— (7,992)— — (7,992)
Other comprehensive income (loss), before tax$—$(1,570)$—$—$(1,570)
Income tax expense (benefit) related to other comprehensive income (loss)$— $— $— $— $— 
Other comprehensive income (loss)$— $(1,570)$— $— $(1,570)
Comprehensive income (loss)$— $(9,209)$— $— $(9,209)
Net realized (loss) gain from investments:
Unaffiliated privately held companies100 (100)(i)— $— 
Unaffiliated publicly traded securities1,178 (1,178)(i)— — 
Net realized loss from investments1,278 (1,278)— 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Change in unrealized appreciation (depreciation) on investments:
Unaffiliated privately held companies(100)100 (j)— — 
Unaffiliated publicly traded securities8,840 (8,840)(j)— — 
Non-controlled affiliated publicly traded equity and equity-related securities(2,813)2,813 (j)— — 
Unaffiliated rights to payments1 (1)(j)— — 
Net change in unrealized appreciation on investments5,928 (5,928)— — 
Net realized loss and change in unrealized appreciation on investments$— 7,206 (7,206)(l)$— $— 
Net decrease in net assets resulting from operations$— $— $1,675 $(1,675)(l)$— $— 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Revenue
Asset Management:
Management Fee$— $11,131 $— $— $11,131 
Incentive fees— 3,198 — — 3,198 
Equity investment earning— 680 — — 680 
Other Revenue— — 142 (e)142 
— 15,009 — 142 — 15,151 
Insurance Solutions:
Net Premiums— (15,479)— — (15,479)
Insurance revenue— 266 — — 266 
Net investment income— 74,638 — — 74,638 
Net gains (losses) from investment activities— (8,211)— — (8,211)
Net revenues of consolidated variable interest entities— 15,082 — — 15,082 
Net gains (losses) on funds withheld— (32,056)— — (32,056)
Other income— 541 — — 541 
— 34,781 — — — 34,781 
Total Revenue— 49,790 — 142 — 49,932 
Investment Company Reporting Income
Board Fees-Cash— — 65 (65)(e)— 
Board Fees-Stock Grant— — 77 (77)(e)— 
Interest-Unaffiliated money market fund securities— — 53 (53)(g)— 
Total Investment Company Reporting Income— — 195 (195)(e) (g)— — 
Expenses
Asset Management:
Administration and servicing fees— 5,895 — — 5,895 
Transaction costs— 2,174 — — 2,174 
Amortization and impairment of intangible assets— 3,582 — — 3,582 
Interest and other credit facility expenses— 7,001 — — 7,001 
General, administrative and other— 6,480 — 2,280 (h)8,760 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
5,000 (D)5,000 
10,234 (D)10,234 
Compensation and Benefits— 8,412 1,933 10,345 
734 (E)734 
(593)(F)(593)
Administration and operations— — 274 (274)(h)— 
Professional fees— — 1,345 (1,345)(h)— 
Rent— — 38 (38)(h)— 
Insurance expense— — 201 (201)(h)— 
Directors' fees and expenses— — 232 (232)(h)— 
Custody fees— — 29 (29)(h)— 
Software— — 155 (155)(h)— 
Other— — 6 (6)(h)— 
— 33,544 4,212 — 15,375 53,131 
Insurance:
Net policy benefits and claims — (10,091)— — (10,091)
Interest sensitive contract benefits— 14,972 — — 14,972 
Amortization of deferred acquisition costs— 2,175 — — 2,175 
Compensation and benefits1,367 — — 1,367 
Interest expense1,313 — — 1,313 
General, administrative and other— 16,276 — — 16,276 
— 26,012 26,012 
Total Expenses— 59,556 4,212 — 15,375 79,143 
Net gains (losses) from investment activities— (1,531)— 154 (i)(j)(1,377)
Dividend income— 356 — — 356 
Interest income— 1,091 — 53 (g)1,144 
Other income (loss), net— 69 — — (g)69 
Total Investment Income (Loss)— (15)— 207 (k)— 192 
Income (Loss) / Net investment (Loss) for Investment Company Reporting Before Taxes— (9,781)(4,017)154 (k)(15,375)(29,020)
Income Tax (expense) benefit$— $(606)$— $— $— $(606)


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Net income (loss) / Net investment (Loss) for Investment Company Reporting$— $(10,387)$(4,017)$154 (k)$(15,375)$(29,625)
Earnings Per Share
Basic— (0.40)— (2.28)
Diluted— (0.40)— (2.28)
Weighted Average Shares of Common Shares Outstanding— — 
Basic— 25,809,370 — (12,809,370)(G)13,000,000 
Diluted— 25,809,370 — (12,809,370)(G)13,000,000 
Other comprehensive income (loss):
Other comprehensive income (loss), before tax:$— $— 
Unrealized investment gains (losses) on available-for-sale securities— 7,555 — — 7,555 
Unrealized gains (losses) on hedging instruments(5,192)— — (5,192)
Remeasurement gains (losses) on future policy benefits related to discount rate7,592 — — 7,592 
Other comprehensive income (loss), before tax— 9,955 — — 9,955 
Income tax expense (benefit) related to other comprehensive income (loss)— — — — — 
Other comprehensive income (loss)— 9,955 — — 9,955 
Comprehensive income (loss)$— $(432)$— $— $(432)
Net realized (loss) gain from investments:
Unaffiliated privately held companies— — (809)809 (i)— 
Unaffiliated publicly traded securities— — (3,002)3,002 (i)— 
Non-controlled affiliated publicly traded securities— — (22)22 (i)— 
Unaffiliated rights— — 162 (162)(i)— 


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2024
(in thousands, except per share data)
HistoricalPro Forma
New Mount LoganMount Logan180 Degree CapitalReclassification AdjustmentsNote 2AdjustmentsNote 3New Mount Logan
Net realized loss from investments— — (3,671)3,671 — 
Change in unrealized appreciation (depreciation) on investments:
Unaffiliated privately held companies— — 749 (749)(j)— 
Unaffiliated publicly traded securities— — 4,723 (4,723)(j)— 
Non-controlled affiliated privately held companies— — (126)126 (j)— 
Non-controlled affiliated publicly traded securities— — (1,386)1,386 (j)— 
Unaffiliated rights to payments— — (136)136 (j)— 
Net change in unrealized appreciation on investments— — 3,824 (3,824)— 
Net realized loss and change in unrealized appreciation on investments— — 153 (153)— 
Net decrease in net assets resulting from operations$— $— $(3,866)$3,866 (l)$— 


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(all amounts are in thousands)

Note 1 - Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been derived from the historical consolidated financial statements of New Mount Logan, Mount Logan and 180 Degree Capital. The unaudited pro forma combined balance sheet as of June 30, 2025 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma combined statement of operations for the year ended December 31, 2024 and six-month period ended June 30, 2025, give pro forma effect to the Business Combination as if it had occurred as of the beginning of the earliest period presented, respectively.

Had the transaction closed on June 30, 2025, former Legacy Mount Logan shareholders and former TURN shareholders would have owned approximately 58% and 42%, respectively, of the combined company. All outstanding Legacy Mount Logan and TURN shares were to be converted into the right to receive shares of New Mount Logan common stock at fixed exchange ratios, resulting in approximately 13 million shares of New Mount Logan’s common stock outstanding, of which approximately 7.6 million shares and 5.4 million shares were to be issued to former Mount Logan shareholders and former TURN shareholders, respectively. TURN’s common shares were delisted from Nasdaq Global Market and TURN deregistered under the Investment Company Act. Mount Logan’s common shares were delisted from Cboe Canada.

The transaction was accounted for as a reverse acquisition with Mount Logan, a legal acquiree, as the accounting acquirer. This determination was based on the relative voting rights, board composition, and management of the combined company, as well as other relevant factors. Retained earnings, historical operations and accumulated other comprehensive income (loss) reflect those of Mount Logan for the period prior to the closing of the Business Combination. Mount Logan’s historical common shares outstanding, shareholders’ equity and earnings per share, have been retrospectively adjusted based on the New Mount Logan’s capital structure.

Had the transaction closed on June 30, 2025, the purchase price would have been $43.5 million. This purchase price was calculated using Legacy Mount Logan’s share price and the number of shares Legacy Mount Logan would have had to issue in order to give TURN’s former shareholders the percentage ownership of Legacy Mount Logan that they had of the Company as of June 30, 2025. The acquired net assets consisted of cash and cash equivalents of $12.6 million, investments of $38.1 million, other assets $0.1 million of and liabilities of $2.8 million, all initially recorded at fair value. The investments were predominantly composed of equity securities which are recorded at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. As the fair value of TURN’s identifiable net assets exceeded the purchase price, the Company recognized a gain of $3.3 million in “Gain on acquisition” on the condensed consolidated statements of operations. The Company incurred $10.3 million in transaction-related costs, including legal, advisory, and other professional fees.

The Company would have issued 5.4 million shares of its common stock to TURN shareholders in connection with the Business Combination, which represented 42% of the voting interests in the Company upon completion of the Business Combination. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.

The table below summarizes the hypothetical number of shares as of June 30, 2025 that Legacy Mount Logan would have to issue to give TURN owners the same percentage ownerships in the combined company.



Hypothetical Legacy Mount Logan Ownership
Number of Legacy Mount Logan shares outstandingPercentage Ownership
Legacy Mount Logan shareholders28,666,080 55 %
TURN shareholders23,886,447 45 %
Total52,552,527 100 %

The purchase price is calculated based on the number of hypothetical shares of Legacy Mount Logan common stock issued to TURN shareholders multiplied by the share price as demonstrated in the table below (dollars in thousands except for the market price per share).

Number of hypothetical Legacy Mount Logan shares issued to TURN shareholders23,886,447 
Legacy Mount Logan market price per share as of June 30, 2025$1.81 
Purchase price determination of hypothetical Legacy Mount Logan shares issued to TURN shareholders$43,234 
Purchase price consideration$43,234 

Note 2 - Reclassification Adjustments

The following reclassification adjustments have been made to conform 180 Degree Capital’s historical financial information to Mount Logan’s financial statement presentation.

Unaudited Pro Forma Condensed Combined Balance Sheet

(a)Represents the reclassification of 180 Degree Capital’s $12 million of shares of money-market funds to New Mount Logan’s Cash and Cash Equivalents.

(b)Represents the reclassification of 180 Degree Capital’s investments in securities and other financial instruments, at value, separated into categories based on type of investment and voting ownership to New Mount Logan’s Investments. There are no material differences anticipated between the critical accounting policies of 180 Degree Capital and New Mount Logan, including with respect to the valuation of investments.

(c)Represents the reclassification of 180 Degree Capital’s Total distributable earnings (loss) to New Mount Logan’s Retained earnings.

(d)As a CEF, 180 Degree Capital reports net asset value and net asset value per share on its consolidated statement of assets and liabilities. New Mount Logan will not be a CEF, and therefore Net asset value would be reported as Total equity and the sum of Net asset value and Total liabilities would be New Mount Logan’s Total liabilities and equity. Additionally, there is no equivalent reporting of Net asset value per share on New Mount Logan’s financial statements and therefore no reclassification is made.

Unaudited Pro Forma Condensed Combined Statement of Operations:

(e)Represents the reclassification of fees received from the service of an employee of 180 Degree Capital on the board of directors of a portfolio company of 180 Degree Capital to New Mount Logan’s Other revenue.

(f)Reflects the reclassification of 180 Degree Capital’s dividend income earned from investments to New Mount Logan’s Investment income (Loss) - Asset Management.



(g)Reflects the reclassification of 180 Degree Capital’s interest income earned from securities of money market funds to New Mount Logan’s Investment income (Loss) - Asset Management.

(h)Reflects the reclassification of 180 Degree Capital’s operating expenses that are reported in separate line items to New Mount Logan’s General, administrative and other.

(i)Reflects the reclassification of 180 Degree Capital’s net realized (loss) gain from investments separated into categories based on type of investment and voting ownership to New Mount Logan’s Net gains (losses) from investment activities.

(j)Reflects the reclassification of 180 Degree Capital’s reporting of Unrealized appreciation (depreciation) on investments separated into categories based on type of investment and voting ownership to New Mount Logan’s Net gains (losses) from investment activities.

(k)Reflects the reclassification of 180 Degree Capital’s reporting of Total investment income (loss) before and after taxes to New Mount Logan’s Net income before and after taxes.

(l)As a CEF, 180 Degree Capital reports net decrease in net assets resulting from operations on its consolidated statement of operations. New Mount Logan will not be a CEF, and therefore this line item will not be part of its consolidated statement of operations.

Note 3 - Pro Forma Adjustments

The pro forma adjustments and reclassifications included in the unaudited pro forma condensed combined financial statement information are as follows:


A.Accounts payable has been adjusted to reflect Business Combination-related expenses as follows:

Accrued expenses and other liabilitiesAmount
Change in control and severance agreement$319 
Portion of retention bonuses payable post-June 30, 2025208 
180 Degree Capital estimated business-combination expenses post-June 30, 20251,609 
Mount Logan estimated business-combination expenses post-June 30, 20252,889 
Net change in accounts payable$5,025 

B.This adjustment removes the 180 Degree Capital equity balances.

C. The adjustment below recapitalizes New Mount Logan based on the number of shares issued and outstanding and additional paid-in capital to reflect New Mount Logan’s capital structure post merger.

Common StockAdditional Paid In Capital
As reported June 30, 2025 MLC Equity121,372 8,166 
Convert Mount Logan Common shares based on exchange ratio8 129,531 
Share Issuance for Reverse Acquisition5 43,561 
Pro Forma June 30, 2025 Equity13 173,092 
Adjustment to Equity(121,359)164,926 



(D)The adjustment reflects merger expenses incurred between June 30, 2025, and Closing for 180 Degree Capital and Mount Logan, respectively, as follows:

For the six-month period ended June 31, 2025:

180 Degree Capital estimated business-combination expenses post-June 30, 2025$1,609
Mount Logan estimated business-combination expenses post-June 30, 20252,889 

For the year ended December 31, 2024:

180 Degree Capital estimated business-combination expenses post-December 31, 2024$5,000 
Mount Logan estimated business-combination expenses post-December 31, 202410,234

(E)The adjustment reflects the approximate severance payments and retention bonuses that would be acquisition costs due to certain employee(s) of 180 Degree Capital upon Closing. See the section entitled “Interests of 180 Directors and Executive Officers in the Mergers” in the Joint Proxy Statement/Prospectus for more information.

For the six-month period ended June 30, 2025:

Change in control and severance agreement$319 
Portion of retention bonuses payable post-June 30, 2025208 

For the year ended December 31, 2024:

Change in control and severance agreement and retention bonus payments$319 
Retention bonus payments post-December 31, 2024415 

(F)This adjustment reflects the removal of stock compensation expense as all Mount Logan RSUs will have been vested upon completion of the merger for the six-month period ended June 30, 2025, and the year ended December 31, 2024.

(G)Earnings per share has been recast assuming the total amount of shares outstanding equal the amount of shares issued as part of the Business Combination. This adjustment reflects the net change in number of shares outstanding for the calculation of earnings per share (basic and diluted) for the six month period ending June 30, 2025 and the year ended December 31, 2024.