Amendment No. 1 to Schedule 13D reveals that a newly consolidated activist group—comprising Marlton Partners, ATG Fund II, related management entities, and three individuals—now reports beneficial ownership of 528,901 TURN shares (≈ 5.3 % of shares outstanding). The holdings are split among Marlton Partners (1.7 %), ATG Fund II (3.0 %), Gabriel D. Gliksberg (0.5 %) and Aaron T. Morris (0.1 %). The group has invested roughly US $1.85 million in aggregate, financed with working capital and personal funds.
The filing escalates the group’s activism: on 30 Jun 2025 Marlton Partners submitted an update & resubmission letter reaffirming nominations of James C. Elbaor, Gabriel D. Gliksberg and Aaron T. Morris and adding Andrew M. Greenberg for election to 180 Degree Capital’s board at a special shareholder meeting on 15 Sep 2025. To coordinate the proxy effort the parties executed an Amended & Restated Group Agreement (7 Jul 2025) that supersedes the December 2024 pact and assigns expense responsibility to Marlton.
No reporting person has faced criminal or civil securities violations in the past five years. The group expressly disclaims beneficial ownership of shares not directly held, but may be deemed a Section 13(d) “group.”
Key takeaways for investors:
- Activist stake meets the 5 % threshold, signalling intent to influence strategy and governance.
- Four-person slate could shift board composition if the proxy campaign succeeds, creating a potential value-creation catalyst.
- Ownership remains relatively small, which may limit influence absent broader shareholder support.
- Next decisive date is the 15 Sep 2025 special meeting; expect heightened engagement and possible short-term share-price volatility.
180 Degree Capital (NASDAQ:TURN) filed additional proxy soliciting materials (DEFA14A) indicating its special shareholders’ meeting for the sole purpose of electing directors is now set for September 15, 2025. The rescheduling follows discussions with the shareholder group that issued a June 17, 2025 demand letter and is intended to limit expenses and preserve net asset value while the company pursues its all-stock merger with Mount Logan Capital. TURN believes required regulatory approvals will be secured and the merger closed before the new meeting date. The company also agreed to give the dissident group at least five days’ notice before filing preliminary proxy materials, and the group agreed not to file competing materials first. No financial data or changes to merger terms were disclosed.
180 Degree Capital Corp. (NASDAQ:TURN) filed additional proxy soliciting materials (DEFA14A) announcing that, in response to a shareholder Demand Letter dated June 17, 2025, it will convene a Director Election Special Meeting on August 18, 2025. The Board has set a tentative record date of July 18, 2025 and is requesting proof that the demanding shareholders owned the requisite stake on the demand date due to affidavit timing discrepancies.
Management explains that it had not planned to hold a 2025 annual meeting in order to reduce expenses ahead of the proposed all-stock merger with Mount Logan Capital Inc. ("Business Combination"). CEO Kevin Rendino reiterates that combining with Mount Logan's larger balance sheet and credit platform could transform TURN's NAV from a valuation ceiling to a floor, potentially enhancing long-term shareholder value. President Daniel Wolfe states that the amended preliminary joint proxy statement/prospectus filed on June 12, 2025 addresses SEC comments and that the companies are making "material progress" toward regulatory clearance.
The filing repeats standard reminders that investors should read forthcoming proxy materials and registration statements in full and highlights the forward-looking risks inherent in the transaction, including regulatory approvals, integration challenges and market reaction.