SecProbe.io

January 7, 2026
Nikita Klassen
Chief Financial Officer
Mount Logan Capital Inc.
650 Madison Avenue, 3rd Floor
New York, NY 10022
Re:Mount Logan Capital Inc.
Schedule TO-I Filed December 29, 2025
File No. 005-95405
Dear Nikita Klassen:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless
otherwise indicated.
Schedule TO-I Filed December 29, 2025
General
1.The disclosure offered in response to Item 9 of Schedule TO states that the item is
“[n]ot applicable.” Please revise to provide the disclosure required by Item 1009(a) of
Regulation M-A, or otherwise advise.
2.The safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 (PSLRA) does not apply to statements made in
connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act of
1933. Therefore, please delete or revise the reference to this safe harbor provision
found on page 11 of the Offer to Purchase.
We note the following disclosure on page 15 of the Offer to Purchase: “Odd lots are
not eligible to be purchased by the Company pursuant to the Offer. Only ‘round lot’
tenders of 100 shares or multiples of 100 shares will be accepted. Tenders of less than
100 shares or that are not multiples of 100 will be rejected.” Please explain in your
response letter why the exclusion of odd lots from the Offer is consistent with 3.

January 7, 2026
Page 2
Exchange Act Rule 13e-4(f)(8)(i), or otherwise revise the Offer to include odd lot
holders.
Conditions of the Offer, page 28
4.On page 29 of the Offer to Purchase, you have included a condition that will be
triggered by “war, armed hostilities or other international or national calamity,
including, but not limited to , an act of terrorism, directly or indirectly involving the
United States” (emphasis added). A tender offer may be conditioned on a variety of
events and circumstances, provided that they are not within the direct or indirect
control of the offeror. The conditions also must be drafted with sufficient specificity
to allow for objective verification that the conditions have been satisfied. Given the
ongoing international hostilities, please revise to tailor this offer condition such that
stockholders can understand its scope and such that it does not raise illusory offer
concerns under Regulation 14E. See Question 101.01 of the Tender Offer Rules and
Schedules Compliance and Disclosure Interpretations (March 17, 2023).
5.See our last comment above. Refer to the second bullet point on page 30 of the Offer
to Purchase. This offer condition includes the term “threatened” in describing adverse
economic or financial conditions in the United States or with respect to the
Company’s industry or business, among other things. With a view towards revised
disclosure, please advise what is meant by the term “threatened” and how it may be
objectively determinable.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions