Core Points - The merger between Mount Logan Capital Inc. and 180 Degree Capital Corp. has successfully closed, creating a new entity expected to trade on NASDAQ under the symbol "MLCI" starting September 15, 2025 [1][2] - The closing merger value is approximately US$122.7 million, translating to a price per share of US$9.43 for MLCI [1][2] - Shareholders of Mount Logan and 180 Degree Capital will own approximately 56.4% and 43.6% of the combined company, respectively, with around 13 million shares of New Mount Logan common stock outstanding post-merger [1][2] Company Overview - New Mount Logan will focus on alternative asset management and insurance solutions, particularly in public and private debt securities in the North American market [5] - The company will also engage in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [5][6] - Mount Logan Management provides investment management services to various investment funds and acts as a collateral manager for collateralized loan obligations [6] Future Plans - New Mount Logan plans to launch a tender offer for up to US$15 million of its shares at a price per share equal to the implied closing price of US$9.43, with additional stock repurchases expected to total US$25 million over the next 24 months [2] - The liquidity programs will be conducted through various methods, including open market purchases and privately negotiated transactions [2]

As filed with the U.S. Securities and Exchange Commission on September 12, 2025. Registration No. 333-286408 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________________ Dimitri Elkin Chief Executive Officer 2685 Nottingham Avenue Los Angeles, CA 90027 (917) 361-1177 UNDER THE SECURITIES AC ...

Core Viewpoint - Voyageur Mineral Explorers Corp. and Evolve Strategic Element Royalties Inc. are moving forward with a proposed business combination and Evolve plans to raise approximately $20 million through a private placement of subscription receipts [2][3][6] Group 1: Business Combination Details - Evolve intends to complete a private placement of subscription receipts for gross proceeds of approximately $20 million, with existing shareholders and management planning to subscribe for up to $9 million [2][3] - The subscription receipts will be offered at a price of $0.80 each, and the offering will be conducted on a "best efforts" private placement basis [3] - Upon closing, the gross proceeds will be held in escrow until certain conditions are met, including approval from the Canadian Securities Exchange [5][6] Group 2: Share Exchange and Consolidation - Each subscription receipt will automatically convert into one common share of Evolve upon meeting escrow release conditions, with a subsequent exchange for common shares of Voyageur based on an exchange ratio of 0.285 [5] - If the consolidation of Voyageur's common shares is not completed prior to the business combination, the exchange ratio will be adjusted to 1.14 common shares of the resulting issuer for each subscription receipt share [5] Group 3: Use of Proceeds - The net proceeds from the Evolve offering will be utilized for new growth investments, working capital, and general corporate purposes [6] Group 4: Company Profiles - Evolve is a strategic metals royalty company focused on securing premium assets in the low-carbon and digital economy, with a royalty portfolio that includes interests in Teck Resources and Hudbay Minerals [7] - Voyageur is a junior mineral exploration company with a focus on properties in Northwest Manitoba and Northeast Saskatchewan, holding royalties in the Flin Flon greenstone belt [8]

Core Points - The shareholders of Mount Logan Capital Inc. have approved the resolutions necessary for the business combination with 180 Degree Capital Corp, which will create a new publicly traded company listed on the Nasdaq Capital Market [1][2] - The business combination is expected to be completed in September 2025, pending customary closing conditions, including a final order from the Ontario Superior Court of Justice [1][7] Voting Results - A total of 47,735,772 votes were represented at the special meeting, accounting for approximately 81.79% of the issued and outstanding shares [2] - The Arrangement Resolution received 99.90% approval, with 47,685,744 votes in favor and 50,028 against [3][4] - The Merger Resolution also received 99.90% approval, with 47,685,746 votes in favor and 50,026 against [5] - The Merger Minority Vote had 99.89% approval, with 45,622,088 votes in favor and 50,026 against [6] - The 2025 Omnibus Plan Resolution received 95.03% approval, with 45,363,756 votes in favor and 2,372,016 against [7] Company Background - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in the North American market [10] - The company also engages in the reinsurance of annuity products through its subsidiaries, Mount Logan Management LLC and Ability Insurance Company [10][11]

Core Viewpoint - Voyageur Mineral Explorers Corp. is set to acquire Evolve Strategic Element Royalties Inc. through a statutory three-cornered amalgamation, which will enhance its position in the copper royalty sector and provide immediate cash flow and growth opportunities [1][5][10]. Transaction Details - The acquisition will involve Voyageur consolidating its shares on a 1-for-4 basis and changing its name to "Evolve Royalties Ltd." [3] - The transaction implies a purchase price of C$0.80 per Evolve Share, totaling approximately C$70.3 million, representing a 7% premium to Voyageur's 35-day volume-weighted average price [10]. - Upon completion, the Resulting Issuer is expected to have approximately 33,170,070 common shares outstanding, with 24.5% held by Voyageur shareholders and 75.5% by former Evolve shareholders [11]. Strategic Rationale - The merger is expected to create a stronger, diversified leader in copper mining royalties, enhancing growth potential and shareholder value [6]. - Evolve's portfolio includes royalties on two of Canada's largest copper mines and exposure to McIlvenna Bay, anticipated to be a major copper producer [5][9]. Leadership and Governance - The executive team of the Resulting Issuer will include Joseph de la Plante as CEO, with a strong background in building royalty businesses and capital raising [18][19][20]. - The board of directors will consist of key figures from both companies, ensuring continuity and strategic alignment [23][24]. Shareholder Support - The transaction has received unanimous approval from the boards of both companies, with significant shareholder support agreements in place [14][17]. - Shareholder meetings will be held to seek necessary approvals for the amalgamation and related matters [13]. Future Outlook - The Resulting Issuer aims to leverage its enhanced market presence and access to capital to pursue further growth opportunities in the copper sector [9]. - The completion of the transaction is expected in the fourth quarter of 2025, subject to regulatory approvals [27].

Company Overview - Alchemy Investments Acquisition Corp 1 ("Alchemy") is a publicly traded special purpose acquisition company (SPAC) focused on completing business combinations with companies that process, analyze, and utilize data [6] - Cartiga, LLC ("Cartiga") is a leading data-driven asset management platform specializing in investing in legal claims and law firms, leveraging proprietary data and advanced analytics [4] Transaction Details - Alchemy has entered into a definitive business combination agreement with Cartiga, which aims to enhance Cartiga's growth and strategic acquisition opportunities [1] - The proposed business combination is designed to leverage Cartiga's 20+ year investment track record and proprietary database of over 250,000 litigation-linked asset fundings [9] Market Opportunity - The legal services sector is valued at over $300 billion, representing approximately 1.4% of GDP, and has been historically underpenetrated by traditional capital sources [3] - Cartiga has deployed more than $1.6 billion in legal sector investments, participating in matters generating over $20 billion in estimated settlement values [4] Leadership Insights - Alchemy's Co-CEO, Mattia Tomba, emphasized the potential for Cartiga to capitalize on growing opportunities in the legal services sector [3] - Cartiga's CEO, Sam Wathen, noted that accessing public markets will allow the company to accelerate growth and expand its product offerings [3]

Core Viewpoint - 180 Degree Capital Corp. has successfully approved its all-stock merger with Mount Logan Capital Inc. during a special meeting of shareholders, indicating a significant step towards the completion of the business combination [1][2]. Voting Results - A total of 10,000,141 shares were entitled to vote, with 6,989,936 votes in favor of the Business Combination Proposal, representing 87.0% of the votes cast [2]. - The Deregistration Proposal received 7,006,449 votes in favor, accounting for 87.2% of the votes cast [2]. - The New Mount Logan Equity Incentive Plan Proposal was approved with 6,647,438 votes for, which is 82.8% of the votes cast [2]. Company Overview - 180 Degree Capital Corp. is a publicly traded registered closed-end fund that focuses on investing in undervalued small publicly traded companies, aiming for significant turnarounds through constructive activism [3].

Core Viewpoint - Mount Logan Capital Inc. is in the process of a proposed business combination with 180 Degree Capital Corp, which will result in a new publicly traded entity named New Mount Logan, to be listed on Nasdaq Capital Market [1][2] Meeting and Voting Updates - The special meeting of shareholders was adjourned to provide additional time for shareholders to review a supplement to the management information circular, which includes revised terms of the proposed business combination [2][4] - The voting proxy cut-off time has been reopened, allowing proxies to be accepted until August 28, 2025 [3] Business Combination Details - An amendment to the merger agreement was made, increasing the shares to be received by 180 Degree Capital shareholders to 110% of its net asset value at closing, up from 100% [7] - The valuation of Mount Logan at signing was US$67.4 million, compared to its market capitalization of approximately US$49.9 million as of August 18, 2025 [7] Liquidity Programs - New Mount Logan plans to launch a tender offer for up to US$15 million of its common stock within 60 days post-closing, with an additional US$10 million in stock repurchases expected over the following 24 months [8] - The tender offer represents approximately 19% of the estimated closing merger value, with a premium of at least 46% to Mount Logan's estimated closing price of approximately US$1.70 on August 18, 2025 [8] Company Overview - Mount Logan Capital Inc. focuses on alternative asset management and insurance solutions, primarily in public and private debt securities in North America [9] - The company also engages in sourcing, evaluating, underwriting, and managing loans and credit-oriented instruments to achieve attractive risk-adjusted returns [9]

Group 1 - WinVest Acquisition Corp. has postponed its Special Meeting of stockholders originally scheduled for August 22, 2025, with a new date to be announced later [1] - The record date for the Special Meeting is set for September 30, 2025, and there are no changes to the location, purpose, or proposals to be acted upon [1] - Stockholders will vote on proposals related to the proposed initial business combination involving WinVest Acquisition Corp., WinVest (BVI) Ltd., Xtribe P.L.C., and Xtribe (BVI) Ltd. [2] Group 2 - The deadline for holders of the Company's common stock to submit shares for redemption in connection with the Business Combination has been extended to two business days before the new date of the Special Meeting [3] - Stockholders can withdraw previously submitted redemption requests at any time prior to the Special Meeting by contacting the Company's transfer agent [3] Group 3 - A sufficient number of stockholders have already voted to approve the proposed Business Combination, but not all conditions for closing have been satisfied, prompting the postponement [4] - WinVest Acquisition Corp. is a blank check company formed to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination [5] Group 4 - The Company, WinVest BVI, and Xtribe BVI have filed a Registration Statement with the SEC, which includes a Proxy Statement/Prospectus that has been mailed to stockholders [6] - Investors can obtain free copies of the Registration Statement and other relevant documents through the SEC's website [7]

Core Viewpoint - BWR Exploration Inc. has entered into an amalgamation agreement with Electro Metals and Mining Inc. to create a new entity focused on critical metals projects, particularly a copper-zinc-silver-gold project in Quebec, while also consolidating its shares and raising funds through concurrent financing [1][3][4]. Proposed Transaction Highlights - The completion of the Proposed Transaction is contingent upon successful concurrent financing, shareholder approval, and regulatory approval [2]. - BWR will consolidate its shares at a ratio of one post-consolidation share for every 9.5 pre-consolidation shares, resulting in approximately 13.42 million shares outstanding post-consolidation [5][6]. - Electro shareholders will own approximately 74% of the new company, which will be named Electro Metals Corp. [5][6]. Financial Aspects - BWR aims to raise up to $1,500,000 through hard dollar unit financing at $0.20 per unit and up to $2,250,000 through flow-through common share units [6][15][16]. - The deemed value of BWR shares post-consolidation will be $0.021, reflecting a significant premium compared to the previous trading price of $0.01 [6][8]. - The Resulting Issuer is expected to have between 65 million and 70 million shares outstanding after the transaction [17]. Management and Structure - The new Board of Directors will consist of four nominees from Electro and three from BWR, with key executives retaining their roles in the new company [6][21][24]. - Daryl Hodges will serve as CEO, while Neil Novak will be President of the Resulting Issuer [24][25]. Company Background - Electro Metals is focused on the acquisition and exploration of precious and critical metals in Quebec, with a significant project near Rouyn-Noranda that has historical production [36][37]. - BWR is a junior exploration company with properties in Quebec, Ontario, and Manitoba, each requiring further exploration to elevate resource classification [39].