[SCHEDULE 13D/A] 180 Degree Capital Corp. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Coordinated activist campaign may catalyse strategic or operational improvements if nominees gain board seats.
• Experienced nominee Andrew M. Greenberg adds investment expertise that could benefit capital-allocation decisions.
• Clear timeline with a 15 Sep 2025 special meeting provides investors a near-term catalyst and visibility.

Negative

• Stake is only 5.3 %, limiting leverage unless other investors align with the activists.
• Potential proxy contest costs and management distraction could weigh on near-term profitability.
• Governance uncertainty may introduce share-price volatility ahead of the special meeting.

Insights

Activist Fund Analyst

TL;DR: 5.3 % activist stake, four-director slate, moderate but credible governance pressure.

The filing formalises a cross-fund coalition led by Marlton Partners and ATG Fund II. Although the absolute holding is modest, the Schedule 13D signals an intention to run a contested election, a tactic that has historically prompted strategic reviews or buybacks at TURN. Marlton will underwrite expenses, suggesting commitment and financial capacity to mount a full proxy fight. The addition of Andrew Greenberg, with deep asset-management background, strengthens the slate’s perceived legitimacy. However, without support from larger shareholders, influence remains uncertain. Net impact: potentially constructive but contingent on broader shareholder sentiment and management response.

Corporate Governance Specialist

TL;DR: New group agreement and board nominations raise governance stakes but stake size limits leverage.

The amended filing clarifies legal coordination via the A&R Group Agreement—important for SEC compliance and cost allocation. By nominating four directors, the group seeks near-majority presence on a five-member board (TURN currently has five seats), indicating a push for substantive strategic change. The 15 Sep meeting date crystallises a tight timeline for solicitation materials. Governance risk for existing directors increases, yet litigation risk appears low given clean legal histories. Shareholders should monitor management’s counter-measures, including potential settlement or board expansion. Overall impact is material to corporate control but not yet determinative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

180 DEGREE CAPITAL CORP. /NY/

(Name of Issuer)

Common Stock, par value $0.03

(Title of Class of Securities)

00687D101

(CUSIP Number)

James C. Elbaor
Marlton Partners, L.P., 1358 N. State Pkwy
Chicago, IL, 60610
(214) 405-4141

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C., 500 Fifth Avenue
New York, NY, 10110
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

Marlton Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 168,685.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 168,685.00

11

Aggregate amount beneficially owned by each reporting person

168,685.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

Marlton, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 168,685.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 168,685.00

11

Aggregate amount beneficially owned by each reporting person

168,685.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

Elbaor James C.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 168,685.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 168,685.00

11

Aggregate amount beneficially owned by each reporting person

168,685.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

ATG Fund II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 300,004.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 300,004.00

11

Aggregate amount beneficially owned by each reporting person

300,004.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

ATG Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 300,004.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 300,004.00

11

Aggregate amount beneficially owned by each reporting person

300,004.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

Gabriel D. Gliksberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 49,542.00
8	Shared Voting Power 300,004.00
9	Sole Dispositive Power 49,542.00
10	Shared Dispositive Power 300,004.00

11

Aggregate amount beneficially owned by each reporting person

349,546.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 00687D101

1

Name of reporting person

Aaron T. Morris

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,670.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 10,670.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

10,670.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.03
(b)	Name of Issuer: 180 DEGREE CAPITAL CORP. /NY/
(c)	Address of Issuer's Principal Executive Offices: 7 N. WILLOW STREET, SUITE 4B, MONTCLAIR, NEW JERSEY , 07042.
Item 1 Comment: The following constitutes Amendment No.1 to the Schedule 13D filed by the undersigned ("Amendment No.1"). This Amendment No.1 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the "Reporting Persons"): (i) Marlton Partners, L.P., a Delaware limited partnership ("Marlton Partners"); (ii) Marlton, LLC, a Delaware limited liability company ("Marlton"), the managing member of Marlton Partners; (iii) James C. Elbaor (together with Marlton Partners and Marlton, the "Marlton Persons"), a United States citizen and the managing member of Marlton; (iv) ATG Fund II LLC, a Delaware limited liability company ("ATG Fund II"); (v) ATG Capital Management, LLC, a Delaware limited liability company ("ATG Management"), the managing member of ATG Fund II; (vi) Gabriel Gliksberg (together with ATG Fund II and ATG Management, the "ATG Persons"), a United States citizen, and the managing member of ATG Management; and (vii) Aaron T. Morris, a United States citizen. Each of the Reporting Persons is party to that certain A&R Group Agreement as further described in Item 6 and filed as Exhibit 99.2 to this Schedule 13D. Accordingly, the Reporting Persons are hereby jointly filing this Schedule 13D.
(b)	The business address of each of the Marlton Persons is 1358 N. State Pkwy, Chicago, IL 60610. The business address of each of the ATG Persons is 16690 Collins Avenue, Suite #1103, Sunny Isles Beach, FL 33160. The business address of Mr. Morris is 4915 Mountain Road, Unit 4, Stowe, Vermont 05672.
(c)	The principal business of Marlton Partners is investing in securities. The principal business of Marlton is serving as the investment manager of Marlton Partners. The principal occupation of Mr. Elbaor is serving as the managing member of Marlton Partners. The principal business of ATG Fund II is investing in securities. The principal business of ATG Management is to serve as the managing member of certain private investment funds, including ATG Fund II. The principal occupation of Mr. Gliksberg is serving as the managing member of ATG Management. The principal business of Mr. Morris is an attorney in private practice.
(d)	No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Marlton Partners, Marlton, ATG Fund II and ATG Management are organized under the laws of the State of Delaware. Messrs. Elbaor, Gliksberg and Morris are citizens of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Shares purchased by Marlton Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 168,685 Shares owned directly by Marlton Partners is approximately $628,807, excluding brokerage commissions. The Shares purchased by ATG Fund II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 300,004 Shares directly owned by ATG Fund II is approximately $993,855, including brokerage commissions. The Shares directly owned by Mr. Gliksberg were purchased with personal funds of Mr. Gliksberg. The aggregate purchase price of the 49,542 Shares directly owned by Mr. Gliksberg is approximately $182,635, including brokerage commissions. The Shares directly owned by Mr. Morris were purchased with personal funds of Mr. Morris. The aggregate purchase price of the 10,670 Shares directly owned by Mr. Morris is approximately $40,011, including brokerage commissions.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following: On June 30, 2025, Marlton Partners delivered a letter to the Issuer, dated June 30, 2025 (the "Update and Resubmission"), which served as an update and resubmission of the letter previously delivered to the Issuer on December 17, 2024, regarding the nomination of Messrs. Elbaor, Gliksberg and Morris for election to the Issuer's Board of Directors (the "Board") at the Issuer's 2025 annual meeting of shareholders. In the Update and Resubmission, Marlton Partners, among other things, reaffirmed its nominations of Messrs. Elbaor, Gliksberg and Morris at the special meeting for the election of directors to be held on September 15, 2025 (the "Special Meeting"), and notified the Issuer that of its intent to nominate for election at the Special Meeting Andrew M. Greenberg for election to the Board. Mr. Greenberg, 56, has served as founder and managing partner of Saker Management, LP, the investment manager for Saker Partners, LP, since June 2013, which provides investment management services to private funds and accounts. Prior to founding Saker Management, LP and Saker Partners, LP, Mr. Greenberg was privately managing personal investments. Mr. Greenberg has an MBA from the University of Chicago in August 1996 and a BA from the University of Michigan in May 1991.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) The aggregate percentage of Shares reported owned by each person named herein is based upon 10,000,141 Shares outstanding as of January 15, 2025, which is the total number of Shares outstanding as reported in the Issuer's Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 24, 2025. As of the date hereof, Marlton Partners beneficially owned 168,685 Shares, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, Marlton, as the investment manager of Marlton Partners, may be deemed to beneficially own the 168,685 Shares beneficially owned by Marlton Partners, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, Mr. Elbaor, as the managing member of Marlton, may be deemed to beneficially own the 168,685 Shares beneficially owned by Marlton, constituting approximately 1.7% of the Shares outstanding. As of the date hereof, ATG Fund II beneficially owned 300,004 Shares, constituting approximately 3.0% of the Shares outstanding. As of the date hereof, ATG Management, as the managing member of ATG Fund II, may be deemed to beneficially own the 300,004 Shares beneficially owned by ATG Fund II, constituting approximately 3.0% of the Shares outstanding. As of the date hereof, Mr. Gliksberg individually beneficially owned 49,542 Shares, constituting approximately 0.5% of the Shares outstanding. Mr. Gliksberg, as the managing member of ATG Management, may be deemed to beneficially own the 300,004 Shares beneficially owned by ATG Fund II which, together with the 49,542 Shares individually beneficially owned by him, constitutes an aggregate beneficial ownership of 349,547 Shares, constituting approximately 3.5% of the Shares outstanding. As of the date hereof, Mr. Morris individually beneficially owned 10,670 Shares, constituting approximately 0.1% of the Shares outstanding. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such group may be deemed to beneficially own the 528,901 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 5.3% of the outstanding Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Each of Marlton Partners, Marlton and Mr. Elbaor may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by Marlton Partners. Each of ATG Fund II, ATG Management and Mr. Gliksberg may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by ATG Fund II. Mr. Gliksberg has the sole power to vote and dispose of the Shares individually beneficially owned by him. Mr. Morris has the sole power to vote and dispose of the Shares individually beneficially owned by him.
(c)	The transactions in the securities of the Issuer by the Reporting Persons during the past 60 days or since the last filing by the Reporting Persons on Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On July 1, 2025, the Reporting Persons, together with Mr. Greenberg, entered into an amended and restated Group Agreement (the "A&R Group Agreement") in connection with the Special Meeting pursuant to which the parties agreed, among others things, (i) that certain group agreement, dated December 17, 2024, between Messrs. Elbaor, Gliksberg and Morris (the "Original Group Agreement"), was superseded in its entirety by the A&R Group Agreement, (i) to add Mr. Greenberg to the group created by the Original Group Agreement with respect to coordinating their activities with respect to the Issuer and its securities, (ii) to separately or jointly file Schedule(s) 13D and any amendments thereto with respect to the securities of the Issuer to the extent required by applicable law, and (iii) that expenses incurred in connection with the group's activities would be borne by the Marlton persons. The foregoing description of the A&R Group Agreement is not complete and is qualified in its entirely by reference to the full text of the A&R Group Agreement, which is attached hereto as Exhibit 99.2 and is incorporated by reference herein. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 Transactions in Securities 99.2 A&R Group Agreement, dated July 1, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Marlton Partners, L.P.

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor, Managing Member of Marlton, LLC, Investment Manager
Date:	07/01/2025

Marlton, LLC

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor, Managing Member
Date:	07/01/2025

Elbaor James C.

Signature:	/s/ James C. Elbaor
Name/Title:	James C. Elbaor
Date:	07/01/2025

ATG Fund II LLC

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg, Managing Member of ATG Capital Management, LLC, Managing Member
Date:	07/01/2025

ATG Capital Management, LLC

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg, Managing Member
Date:	07/01/2025

Gabriel D. Gliksberg

Signature:	/s/ Gabriel D. Gliksberg
Name/Title:	Gabriel D. Gliksberg, Managing Member
Date:	07/01/2025

Aaron T. Morris

Signature:	/s/ Aaron T. Morris
Name/Title:	Aaron T. Morris
Date:	07/01/2025

FAQ

How much of 180 Degree Capital (TURN) stock does the activist group now own?

Approximately 528,901 shares, or 5.3 % of outstanding common stock.

Who are the new board nominees disclosed in the Schedule 13D/A for TURN?

The group is nominating James C. Elbaor, Gabriel D. Gliksberg, Aaron T. Morris and Andrew M. Greenberg.

When will TURN shareholders vote on the activist slate?

A special shareholder meeting is set for 15 September 2025.

What is the aggregate purchase cost of the activist group’s TURN shares?

Roughly US $1.85 million based on disclosed purchase prices.

What agreement governs coordination among the reporting persons?

An Amended & Restated Group Agreement dated 1 July 2025, with expenses borne by Marlton.