ABCP / AmBase Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AmBase Corporation
US ˙ OTCPK ˙ US0231641061

Mga Batayang Estadistika
CIK 20639
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AmBase Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

July 25, 2025 EX-10.1

SENIOR PROMISSORY NOTE - $250,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $250,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of TWO HUNDRED FIFTY THOUSAND NO/100 DOLLARS (US $250,000), or so much thereof as has been advanced and r

July 25, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2025 (July 22, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Comm

June 23, 2025 EX-10.1

SENIOR PROMISSORY NOTE - $500,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $500,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of FIVE HUNDRED THOUSAND NO/100 DOLLARS (US $500,000), or so much thereof as has been advanced and remain

June 23, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 (June 23, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Comm

June 9, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 (June 6, 2025) AMBASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 (June 6, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

June 2, 2025 EX-10.1

SENIOR PROMISSORY NOTE - $100,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $100,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE HUNDRED THOUSAND NO/100 DOLLARS (US $100,000), or so much thereof as has been advanced and remains

June 2, 2025 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 (May 27, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

April 23, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [(Amendment No. )]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [(Amendment No. )] Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

April 22, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 (April 22, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Co

April 22, 2025 EX-16.1

April 22, 2025

Exhibit 16.1 April 22, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AmBase Corporation under Item 4.01 of its Form 8-K dated April 22, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of AmBase Corporation contained therei

March 27, 2025 EX-10.1

SENIOR PROMISSORY NOTE - $400,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $400,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of FOUR HUNDRED THOUSAND NO/100 DOLLARS (US $400,000), or so much thereof as has been advanced and remain

March 27, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2025 (March 26, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Co

March 25, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

March 24, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 24, 2025 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2024

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2024 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated

March 13, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 (March 10, 2025) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Co

March 13, 2025 EX-10.1

SENIOR PROMISSORY NOTE - $100,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $100,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE HUNDRED THOUSAND NO/100 DOLLARS (US $100,000), or so much thereof as has been advanced and remains

December 5, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $500,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $500,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of FIVE HUNDRED THOUSAND NO/100 DOLLARS (US $500,000), or so much thereof as has been advanced and remain

December 5, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 (December 4, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

September 24, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 (September 23, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporat

September 24, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $1,000,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $1,000,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE MILLION NO/100 DOLLARS (US $1,000,000), or so much thereof as has been advanced and remains unpa

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 (August 19, 2024)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 (August 19, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (

August 21, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $2,000,000

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $2,000,000 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to BARC Investments LLC, its heirs or assigns (collectively, “BARC”), the principal sum of TWO MILLION 00/100 DOLLARS (US $2,000,000), or so much thereof as has been advanced and remains unpaid, to be

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

June 5, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 (June 4, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

May 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

May 1, 2024 SC 13D/A

ABCP / AmBase Corporation / Barc Investments LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) * AMBASE CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 0231647106 (CUSIP Number) BARC Investments, LLC c/o Barry M. Strauss Assoc. LTD 307 Fifth Avenue, 8th Floor New York, NY, 10016 212-779-4700 (Name, Address

May 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 (April 29, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commi

April 3, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 3, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

April 1, 2024 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 (April 1, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Comm

April 1, 2024 SC 13D/A

ABCP / AmBase Corporation / Barc Investments LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) * AMBASE CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 0231647106 (CUSIP Number) BARC Investments, LLC c/o Barry M. Strauss Assoc. LTD 307 Fifth Avenue, 8th Floor New York, NY, 10016 212-779-4700 (Name, Address

March 26, 2024 SC 13D/A

ABCP / AmBase Corporation / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to R

March 22, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 18, 2024 EX-10.23

STANDBY PURCHASE AGREEMENT

Exhibit 10.23 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on February 28, 2024, by and between BARC Investments, LLC, a Delaware limited liability company (the “Standby Purchaser”), and AmBase Corporation, a Delaware corporation (the “Company”). RECITALS WHEREAS, pursuant to a private placement of securities to existing stockholders of the

March 18, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 18, 2024 EX-10.22

SUBSCRIPTION AGREEMENT

Exhibit 10.22 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the “Agreement”)) made and effective as of the date AmBase Corporation, a Delaware corporation (the “Company”) executes this Agreement (the “Effective Date”), is by and between the Company and [] (Please enter complete legal name of Investor) (“Investor”), with reference to the facts set forth below. WHEREAS, pursuant to a private p

March 18, 2024 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2023

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2023 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

March 13, 2024 SC 13D/A

ABCP / AmBase Corporation / Camac Fund, LP Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number

March 11, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 (March 8, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Com

March 11, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $100,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $100,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE HUNDRED THOUSAND NO/100 DOLLARS (US $100,000), or so much thereof as has been advanced and rema

March 8, 2024 EX-99.2

Form of Standby Purchase Agreement (filed herewith).

Exhibit 2 STANDBY PURCHASE AGREEMENT This STANDBY PURCHASE AGREEMENT (this “Agreement”) is made and entered into on February 28, 2024, by and between BARC Investments, LLC, a Delaware limited liability company (the “Standby Purchaser”), and AmBase Corporation, a Delaware corporation (the “Company”).

March 8, 2024 SC 13D/A

ABCP / AmBase Corporation / Barc Investments LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * AMBASE CORPORATION (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 0231647106 (CUSIP Number) BARC Investments, LLC c/o Barry M. Strauss Assoc. LTD Attn: Michael Canter 307 Fifth Avenue, 8th Floor New York, NY, 10016 212-779

February 28, 2024 EX-10.1

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the “Agreement”)) made and effective as of the date AmBase Corporation, a Delaware corporation (the “Company”) executes this Agreement (the “Effective Date”), is by and between the Company and [] (Please enter complete legal name of Investor) (“Investor”), with reference to the facts set forth below. WHEREAS, pursuant to a private pl

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 (February 28, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 (February 28, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporatio

February 27, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $100,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $100,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE HUNDRED THOUSAND NO/100 DOLLARS (US $100,000), or so much thereof as has been advanced and rema

February 27, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 (February 26, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporatio

February 23, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 (February 23, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporatio

February 23, 2024 SC 13D/A

ABCP / AmBase Corporation / Camac Fund, LP Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number

February 20, 2024 SC 13D/A

ABCP / AmBase Corporation / Camac Fund, LP Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number

February 8, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 (February 5, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

February 8, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $50,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $50,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of FIFTY THOUSAND NO/100 DOLLARS (US $50,000), or so much thereof as has been advanced and remains unpa

January 26, 2024 EX-10.1

SENIOR PROMISSORY NOTE - $100,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $100,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of ONE HUNDRED THOUSAND NO/100 DOLLARS (US $100,000), or so much thereof as has been advanced and rema

January 26, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 (January 26, 2024) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

December 28, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $600,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $600,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of SIX HUNDRED THOUSAND NO/100 DOLLARS (US $600,000), or so much thereof as has been advanced and rema

December 28, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 (December 27, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporatio

November 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 (November 27, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 (November 27, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporatio

November 28, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $450,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $450,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of FOUR HUNDRED FIFTY THOUSAND NO/100 DOLLARS (US $450,000), or so much thereof as has been advanced a

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

October 10, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $300,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $300,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED THOUSAND NO/100 DOLLARS (US $300,000), or so much thereof as has been advanced and re

October 10, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 (October 6, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

August 29, 2023 SC 13D/A

ABCP / Ambase Corporation / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to R

August 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 (August 15, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 (August 15, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (

August 15, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $250,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $250,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of TWO HUNDRED AND FIFTY THOUSAND NO/100 DOLLARS (US $250,000), or so much thereof as has been advance

August 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

July 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 (July 19, 2023) AMBA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 (July 19, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Comm

July 20, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $333,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $333,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED AND THIRTY THREE THOUSAND NO/100 DOLLARS (US $333,000), or so much thereof as has bee

June 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 (June 22, 2023) AMBA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 (June 22, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Comm

June 26, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $330,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $330,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED THOUSAND AND THIRTY NO/100 DOLLARS (US $330,000), or so much thereof as has been adva

June 2, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2023 (June 1, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

May 31, 2023 SC 13D/A

ABCP / Ambase Corporation / Camac Fund, LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) Eric Shahinian Camac Partners, LLC 350 Park Avenue, 13th Floor New York, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to R

May 11, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $310,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $310,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED THOUSAND AND TEN NO/100 DOLLARS (US $310,000), or so much thereof as has been advance

May 11, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 (May 10, 2023) AMBASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 (May 10, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

May 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

April 10, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $325,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $325,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED THOUSAND AND TWENTY FIVE NO/100 DOLLARS (US $325,000), or so much thereof as has been

April 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 (April 6, 2023) AMB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 (April 6, 2023) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Com

March 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Prox

March 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 28, 2023 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2022

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2022 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

February 9, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

February 9, 2023 EX-10.1

SENIOR PROMISSORY NOTE - $300,000.00

EXHIBIT – 10.1 SENIOR PROMISSORY NOTE - $300,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION (“AmBase” or the “Company”) promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, “Richard A. Bianco”), the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS (US $300,000), or so much thereof as has been advanced an

January 20, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

January 20, 2023 EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION

EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION THIS AMENDMENT is entered into this 20th day of January 2023 by and between Richard A. Bianco (the “Executive” or “Mr. Bianco”) and AmBase Corporation, a Delaware corporation (the “Company”). WHEREAS, the Company and the Executive entered into an employment agreement dated March 30, 2006 as amended (the

November 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

June 3, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 (June 2, 2022) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commis

May 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report Pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

March 29, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 proxy2022foryearend2021.htm PROXY STATEMENT 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commission

March 25, 2022 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2021

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2021 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

March 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

November 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

August 10, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report Pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

June 4, 2021 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 frm8kannmtg.htm FORM 8-K ANNUAL MEETING VOTE RESULTS 6-3-2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 (June 3, 2021) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-072

May 11, 2021 10-Q

Quarterly Report - 10-Q

10-Q 1 brhc1002376110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact nam

March 26, 2021 DEF 14A

- AMBASE ANNUAL PROXY STATEMENT 2021

DEF 14A 1 ambaseproxy2021for2020.htm AMBASE ANNUAL PROXY STATEMENT 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of th

March 24, 2021 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2020

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2020 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

March 24, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

February 5, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Ambase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) ERIC SHAHINIAN CAMAC PARTNERS, LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to R

November 10, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

August 10, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in i

June 4, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 19, 2020 DEFA14A

- AMBASE CHANGE IN 2020 ANNUAL MEETING VENUE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant □ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) □ Defin

May 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

March 25, 2020 EX-4.2

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of our common stock and common stock purchase rights does not purport to be complete and is subject to and qualified in its entirety by reference to our Restated Certificate of Incorporation as amended and rested as of July 15, 2017 (the “Charte

March 25, 2020 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2019

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2019 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

March 25, 2020 10-K

ABCP / AmBase Corp. 10-K - Annual Report - 10-K

10-K 1 form10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13

March 25, 2020 DEF 14A

ABCP / AmBase Corp. DEF 14A - - PROXY 2020

DEF 14A 1 proxy2020foryrend2019.htm PROXY 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as per

January 15, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2020 (January 13, 2020) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

January 8, 2020 SC 13D/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - AMENDMENT NO. 4 TO THE SCHEDULE 13D Activist Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) Brian L. Sheehy IsZo Capital Management LP 415 Madison Avenue, 14th Floor New York, NY 10017 Tel: 646-775-4394 (Name, Address and Telephone Number of P

January 7, 2020 EX-99.1

Joint Filing Agreement filed with the Schedule 13D on January 7, 2020, and incorporated by reference herein.

Exhibit 99.1 JOINT FILING AGREEMENT This JOINT FILING AGREEMENT is entered into as of December 31, 2019, by and among the signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Common Stock of AmBase Corp. a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigne

January 7, 2020 SC 13D

ABCP / AmBase Corp. / Camac Fund, Lp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AmBase Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 023164106 (CUSIP Number) ERIC SHAHINIAN CAMAC PARTNERS, LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY 10022 914-629-8496 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

November 12, 2019 10-Q

ABCP / AmBase Corp. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

August 12, 2019 10-Q

ABCP / AmBase Corp. 10-Q - Quarterly Report - 10-Q

10-Q 1 form10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of regi

June 7, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2019 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 21, 2019 EX-10.1

AmBase Corporation 12 Lincoln Blvd. Emerson NJ, 07630 May 20, 2019

AmBase Corporation 12 Lincoln Blvd. Emerson NJ, 07630 May 20, 2019 Mr. Richard A. Bianco 350 South Ocean Boulevard, Apt. 9A Boca Raton, FL 33432 Re: Amendment to the Litigation Funding Agreement dated as of September 26, 2017 (the “LFA”) between AmBase Corporation, a Delaware corporation (the “Company”) and Richard A. Bianco (“Bianco”) Dear Mr. Bianco: This letter agreement (the “Amendment”) is an

May 21, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2019 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 13, 2019 10-Q

ABCP / AmBase Corp. 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified in

March 27, 2019 DEF 14A

ABCP / AmBase Corp. AMBASE 2019 PROXY STATEMENT

DEF 14A 1 ambase2019proxy.htm AMBASE 2019 PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission

March 27, 2019 EX-4.1

AMBASE CORPORATION SECOND AMENDED AND RESTATED RIGHTS AGREEMENT

Exhibit 4.1 AMBASE CORPORATION SECOND AMENDED AND RESTATED RIGHTS AGREEMENT SECOND AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), dated as of March 27, 2019, between AMBASE CORPORATION, a Delaware corporation (“AmBase” or the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York corporation (the “Rights Agent”). WHEREAS, the Company and the Rights Agent are parties to

March 27, 2019 10-K

ABCP / AmBase Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 27, 2019 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2018

EX-21 3 ex21.htm EXHIBIT 21 EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2018 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by indentation with 100% ownership unless otherwise indicated.

March 4, 2019 8-K

Other Events

8-K 1 frm8kamttaxcreditrefund.htm AMT TAX CREDIT CARRYFORWARD REFUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2019 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743

January 18, 2019 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2019 (January 17, 2019) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation)

November 9, 2018 10-Q

ABCP / AmBase Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

October 17, 2018 SC 13D/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - AMENDMENT NO. 3 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 ambase13da3-101718.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) Brian L. Sheehy IsZo Capital Management LP 415 Madison Avenue, 14th

September 21, 2018 SC 13D/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - SEPTEMBER 20, 2018 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) Brian L. Sheehy IsZo Capital Management LP 415 Madison Avenue, 14th Floor New York, NY 10017 Tel: 646-775-4394 (Name, Address and Telepho

September 14, 2018 EX-99

AmBase Corporation

AmBase Corporation NEWS RELEASE FOR RELEASE: Immediately CONTACT: Shareholder Services AMBASE REPORTS BOARD RESOLUTION RIGHTS AGREEMENT Boca Raton, FL.

September 14, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 frm8kiszotrigrightsagree.htm FORM 8-K ISZO TRIGGER RIGHTS AGREE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2018 (September 13, 2018) AMBASE CORPORATION (Exact name of registrant as specified in its charter)

August 13, 2018 10-Q

ABCP / AmBase Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified i

June 8, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2018 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 14, 2018 10-Q

ABCP / AmBase Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specified

April 30, 2018 10-K/A

ABCP / AmBase Corp. FORM 10-K AMENDMENT FOR 12-31-2017 (Annual Report)

10-K/A 1 ambase10k-a12-31-2017.htm FORM 10-K AMENDMENT FOR 12-31-2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K-A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ende

April 4, 2018 DEF 14A

ABCP / AmBase Corp. AMBASE CORPORATION PROXY STATEMENT 2018

DEF 14A 1 proxy2018.htm AMBASE CORPORATION PROXY STATEMENT 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commis

March 30, 2018 EX-3.2

By-Laws of AmBase Corporation

AMBASE CORPORATION Amended and Restated By-Laws As amended through March 15, 1996 BY-LAWS of AMBASE CORPORATION ARTICLE I MEETINGS OF STOCKHOLDERS SECTION 1.

March 30, 2018 EX-21

Subsidiaries of the Registrant

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2017 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Maiden Lane Associates, Ltd.

March 30, 2018 10-K

ABCP / AmBase Corp. FORM 10-K - 12-31-2016 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 30, 2018 EX-10.6

Amendment to Employment Agreement between Richard A. Bianco and the Company

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION THIS AMENDMENT is entered into this 27th day of March 2018 by and between Richard A. Bianco (the "Executive" or "Mr. Bianco") and AmBase Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company and the Executive entered into an employment agreement dated March 30, 2006 as amended (the "2007 Employme

March 30, 2018 EX-4

Rights Agreement

AMENDED AND RESTATED RIGHTS AGREEMENT AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 24, 1989, as amended through November 10, 2015, between AMBASE CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York corporation (the "Rights Agent").

March 30, 2018 EX-3.1

Restated Certificate of Incorporation of AmBase Corporation

AMENDED AND RESTATED CERTIFICATE OF INCORPOATION OF AMBASE CORPORATION FIRST: The name of the corporation (hereinafter called the "Company") is AMBASE CORPORATION.

March 30, 2018 EX-10.11

Contract for sale of real estate owned

CONTRACT OF SALE THIS CONTRACT OF SALE is made as of this 17th day of January, 2018 between MAIDEN LANE ASSOCIATES, LTD.

March 8, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

February 21, 2018 SC 13D/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - FEBRUARY 21, 2018 Activist Investment

SC 13D/A 1 ambase13da-022118.htm FEBRUARY 21, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) Brian L. Sheehy IsZo Capital Management LP 415 Madison Avenue, 14th Floor New York, NY

January 31, 2018 8-K

Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2018 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

January 22, 2018 8-K

Entry into a Material Definitive Agreement

8-K 1 frm8kcontractsale100put.htm ENTER INTO CONTRACT FOR SALE 100 PUTNAM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2018 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95

November 14, 2017 EX-10.2

Loan Agreement dated October 2017, between Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer

PROMISSORY NOTE $300,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS (US $300,000), or so much thereof as has been advanced and remains unpaid, to be

November 14, 2017 EX-10.1

Loan Agreement dated September 2017, between Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer

PROMISSORY NOTE $150,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of ONE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS (US $150,000), or so much thereof as has been advanced and remains unpaid, to

November 14, 2017 EX-10.3

Litigation Funding Agreement dated September 2017, between Mr. R. A. Bianco, and the Company

September 26, 2017 Mr. Richard A. Bianco 350 South Ocean Boulevard, Apt. 9A Boca Raton, FL 33432 Re: Future Recovery Litigation Funding Dear Mr. Bianco: This letter agreement (the "Agreement") is by and between AmBase Corporation, a Delaware Corporation (the "Company"), and you, Richard A. Bianco ("Bianco", and together with any entity that is currently in existence or is formed by Bianco hereafte

November 14, 2017 10-Q

ABCP / AmBase Corp. FORM 10-Q (Quarterly Report)

10-Q 1 form10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (E

November 14, 2017 SC 13D

ABCP / AmBase Corp. / ISZO CAPITAL LP - NOVEMBER 14, 2017 Activist Investment

SC 13D 1 ambase13d-111417.htm NOVEMBER 14, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) AmBase Corp. (Name of Issuer) Class A Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) Brian L. Sheehy IsZo Capital Management LP 415 Madison Avenue, 14th Floor New York,

September 26, 2017 EX-10.1

Litigation Funding Agreement

September 26, 2017 Mr. Richard A. Bianco 350 South Ocean Boulevard, Apt. 9A Boca Raton, FL 33432 Re: Future Recovery Litigation Funding Dear Mr. Bianco: This letter agreement (the " Agreement") is by and between AmBase Corporation, a Delaware Corporation (the " Company "), and you, Richard A. Bianco (" Bianco ", and together with any entity that is currently in existence or is formed by Bianco her

September 26, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File

August 30, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Nu

August 15, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Nu

August 11, 2017 10-Q

ABCP / AmBase Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specifi

August 11, 2017 EX-10.4

PROMISSORY NOTE

PROMISSORY NOTE $500,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (US $500,000), or so much thereof as has been advanced and remains unpaid, to be p

August 2, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Num

July 19, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

June 29, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

June 1, 2017 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2017 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 11, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

May 11, 2017 EX-10.3

PROMISSORY NOTE

EX-10.3 6 loanagrrementapril2017.htm LOAN AGREEMENT RAB & AMBASE APRIL 2017 PROMISSORY NOTE $500,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (US $5

March 31, 2017 DEF 14A

AmBase AMBASE PROXY YR END 2017 ANNUAL MTG 06-01-2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Prox

March 30, 2017 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2016

EX-21 2 listofsubs.htm LIST OF SUBSIDIARIES EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2016 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Maiden Lane Associates, Ltd. Delaware 100% SDG Financial Corp. Delaware 100% 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by inden

March 30, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

10-K 1 frm10k.htm FORM 10-K - 12-31-2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR  TRANSITION REPORT PURSUA

March 30, 2017 EX-10.9

Agreement between Mr. Richard A. Bianco, the Company’s Chairman President and Chief Executive Officer (“Mr. R. A. Bianco”) and the Company for Mr. R. A. Bianco

1oo Putnam Green, 3rd Floor Greenwich, CT 06830-6027 AMBASE CORPORATION March 17, 2017 Mr.

March 30, 2017 EX-10.8

PROMISSORY NOTE

PROMISSORY NOTE $500,000.00 FOR VALUE RECEIVED, AMBASE CORPORATION ("AmBase" or the "Company") promises to pay, without setoff, deduction or counterclaim of any kind or nature to RICHARD A. BIANCO, his heirs or assigns (collectively, "Richard A. Bianco"), the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS (US $500,000), or so much thereof as has been advanced and remains unpaid, to be p

February 14, 2017 SC 13G/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - FEBRUARY 14, 2017 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 3)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) December 31, 2016 (Date of Event which Requir

November 8, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 [ ] Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as sp

August 11, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specifi

August 11, 2016 EX-3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMBASE CORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AMBASE CORPORATION The undersigned, being the duly elected Vice President and Chief Financial Officer of AmBase Corporation (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1.

June 30, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2016 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

June 7, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2016 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 12, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

May 12, 2016 EX-10

AmBase Corporation

AmBase Corporation 100 Putnam Green, 3rd Floor Greenwich, CT 06830-6027 May 12, 2016 Mr.

May 2, 2016 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2016 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Number

April 11, 2016 DEF 14A

AmBase AMBASE PROXY 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy

March 31, 2016 PRE 14A

AmBase AMBASE PRELIMINARY PROXY 2016

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [] Definitive Prox

March 29, 2016 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2015

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2015 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Maiden Lane Associates, Ltd.

March 29, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

February 16, 2016 SC 13G/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - FEBRUARY 16, 2016 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.2 )* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) December 31, 2015 (Date of Event which Requir

November 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 [ ] Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as sp

November 10, 2015 EX-4

[Remainder intentionally left blank continued on next page.]

RESOLVED, that Amendment No. 9 dated as of November 10, 2015 to the RIGHTS AGREEMENT dated as of February 10, 1986, between AMBASE CORPORATION, a Delaware corporation ("the "Company") and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Rights Agent (the "Rights Agent"). WHEREAS the Company and the Rights Agent are parties to a Rights Agreement, dated as of February 10, 1986, as

August 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2015 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specifi

July 10, 2015 SC 13G/A

ABCP / AmBase Corp. / ISZO CAPITAL LP - JULY 10, 2015 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231647106 (CUSIP Number) June 30, 2015 (Date of Event which Requires F

June 30, 2015 8-K

Other Events

8-K 1 frm8k111wdebtfin.htm FORM 8-K, 111 WEST 57TH DEBT FINANCING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June , 2015 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (Sta

June 30, 2015 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June , 2015 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Number

June 4, 2015 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2015 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

March 31, 2015 DEF 14A

AmBase AMBASE PROXY 205

DEF 14A 1 abcproxy2015.htm AMBASE PROXY 205 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: []Preliminary Proxy Statement []Confidential, for Use of the Commission Only (as permitt

March 31, 2015 EX-99

AMBASE CORPORATION PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 4, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

EX-99 2 proxycard2015.htm AMBASE PROXY CARD 22015 AMBASE CORPORATION PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 4, 2015 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com. The undersigned revokin

March 30, 2015 EX-10.8

Second Amended and Restated Limited Liability Company Agreement

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC This Second Amended and Restated Limited Liability Company Agreement (this "Agreement") of 111 West 57th Investment, LLC, a Delaware limited liability company (the "Company"), dated as of December 19, 2014 (the "Effective Date"), by and among the Company, AmBase Corporation, a Delaware corporation (the "Managing Member") and Richard A.

March 30, 2015 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2014

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2014 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Maiden Lane Associates, Ltd.

March 30, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

February 17, 2015 SC 13G

ABCP / AmBase Corp. / ISZO CAPITAL LP - FEBRUARY 13, 2015 Passive Investment

SC 13G 1 ambase13g-021315.htm FEBRUARY 13, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. )* AmBase Corp. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 0231

December 29, 2014 8-K

Other Events

8-K 1 frm8kirsconcludestaxexam.htm IRS CONCLUDES 2012 TAX EXAM UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2014 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (

November 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 [ ] Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as sp

August 11, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2014 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specifi

June 9, 2014 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K ANNUAL MEETING VOTING RESULTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2014 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

May 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2014 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2014 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

March 31, 2014 DEF 14A

- AMBASE PROXY STATEMENT 2014

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2014 AMBASE CORPORATION 100 Putnam Green, 3rd Floor Greenwich, CT 06830-6027 AMBASE CORPORATION 100 PUTNAM GREEN, 3RD FLOOR GREENWICH, CT 06830-6027 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 5, 2014 The 2014 Annual Meeting of Stockholders (the "Annual Meeting") of AmBase Corporation (the "Company") will be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich, Connecticut, on Thursday, June 5, 2014 at 9:00 a.

March 26, 2014 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2013

EX-21 4 listofsubs.htm LIST OF SUBSIDIARIES EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2013 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Maiden Lane Associates, Ltd. Delaware 100% SDG Financial Corp. Delaware 100% 111 West 57th Investment LLC Delaware 100% Note: Interrelationships shown by inden

March 26, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 26, 2014 EX-10.8

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC

EX-10.8 3 operagree.htm AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC MARCH 2014 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 111 WEST 57TH INVESTMENT, LLC This Amended and Restated Limited Liability Company Agreement (this "Agreement") of 111 West 57th Investment, LLC, a Delaware limited liability company (the "Company"), dated March 25,

January 17, 2014 EX-10

111 West 57th Partners LLC Limited Liability Company Agreement

EXECUTION VERSION 111 West 57th Partners LLC Limited Liability Company Agreement Dated as of June 28, 2013 111 West 57th Partners LLC Limited Liability Company Agreement TABLE OF CONTENTS Article I.

January 17, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 [ ] Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of r

January 17, 2014 CORRESP

-

AmBase Corporation 100 Putnam Green, Third Floor Greenwich, Connecticut 06830 January 17, 2014 Via Edgar Filing Via Edgar Filing Ms.

January 17, 2014 EX-10

_______________________________________________________________ LOAN AGREEMENT Dated as of June 28, 2013 Among 111 WEST 57TH LH LLC and 111 WEST 57TH FE LLC collectively, as Borrower And ANNALY CRE LLC as Lender

EXECUTION VERSION LOAN AGREEMENT Dated as of June 28, 2013 Among 111 WEST 57TH LH LLC and 111 WEST 57TH FE LLC collectively, as Borrower And ANNALY CRE LLC as Lender USACTIVE:\44281528\10\99980.

November 12, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 [ ] Transition Report Purs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as sp

August 29, 2013 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K /A (Amendment Number 1) Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2013 (June 28, 2013) AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdicti

August 20, 2013 EX-99

In the United States Court of Federal Claims Case No. 93-531C FOR PUBLICATION REISSUED FOR PUBLICATION: August 16, 2013 Filed UNDER SEAL: August 6, 2013

Case 1:93-cv-00531-LAS Document 371 Filed 08/16/13 Page of 9 In the United States Court of Federal Claims Case No.

August 20, 2013 8-K

Other Events - FORM 8-K JUDGE SMITH OPINION TAX GROSS-UP UNSEALED OPINION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Nu

August 13, 2013 EX-99

_______________________________________________________________ LOAN AGREEMENT Dated as of June 28, 2013 Among 111 WEST 57TH LH LLC and 111 WEST 57TH FE LLC collectively, as Borrower And ANNALY CRE LLC as Lender TABLE OF CONTENTS

EXECUTION VERSION LOAN AGREEMENT Dated as of June 28, 2013 Among 111 WEST 57TH LH LLC and 111 WEST 57TH FE LLC collectively, as Borrower And ANNALY CRE LLC as Lender TABLE OF CONTENTS Page 1.

August 13, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specifi

August 13, 2013 EX-99

ESCROW PROCEDURE LETTER AGREEMENT

ESCROW PROCEDURE LETTER AGREEMENT June 17, 2013 Kasowitz, Benson, Torres & Friedman LLP 1633 Broadway New York, New York 10019 Attention: Douglas B.

August 13, 2013 EX-99

111 West 57th Partners LLC Limited Liability Company Agreement Dated as of June 28, 2013 111 West 57th Partners LLC Limited Liability Company Agreement TABLE OF CONTENTS

EXECUTION VERSION 111 West 57th Partners LLC Limited Liability Company Agreement Dated as of June 28, 2013 111 West 57th Partners LLC Limited Liability Company Agreement TABLE OF CONTENTS Article I.

August 13, 2013 EX-33.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002 In connection with the annual report of AmBase Corporation (the "Company") on Form 10-Q for the period ending June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Bianco, Chief Executive Officer of the Comp

July 5, 2013 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - COMPLETION OF PURCHASE OF 111 WEST 57TH ST.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

June 21, 2013 EX-99

AmBase Corporation

AmBase Corporation NEWS RELEASE FOR RELEASE: Immediately CONTACT: Shareholder Services (203) 532-2048 AMBASE CORPORATION – ANNOUNCES EXECUTION OF JOINT VENTURE AGREEMENT FOR REAL ESTATE DEVELOPMENT PROJECT Greenwich, CT – June 21, 2013 – On June 17, 2013, 111 West 57th Investment LLC ("Investment LLC"), a newly formed wholly owned subsidiary of AmBase Corporation (the "Company") entered into an Escrow Procedure Letter Agreement (the "Escrow Agreement") with 111 West 57th Sponsor LLC (the "Sponsor"), an entity affiliated with Michael Stern of JDS Development Group and Kevin Maloney of Property Markets Group, Inc.

June 21, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - FORM 8-K ENTRY INTO AGREEMENT 111 W 57

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

June 21, 2013 EX-10

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION DATED EFFECTIVE JUNE 17, 2013

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN RICHARD A. BIANCO AND AMBASE CORPORATION DATED EFFECTIVE JUNE 17, 2013 THIS AMENDMENT is entered into this 17th day of June 2013 by and between Richard A. Bianco (the "Executive" or "Mr. Bianco") and AmBase Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company and the Executive entered into an employment agreement dated March 30, 2006 a

June 14, 2013 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

June 10, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K 2013 ANNUAL MEETING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numb

May 14, 2013 EX-31.01

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard A. Bianco, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AmBase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l

May 14, 2013 EX-31.02

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John P. Ferrara, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AmBase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

May 14, 2013 EX-32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002 In connection with the annual report of AmBase Corporation (the "Company") on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Bianco, Chief Executive Officer of the Com

May 14, 2013 EX-32.02

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002 In connection with the quarterly report of AmBase Corporation (the "Company") on Form 10-Q for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John P. Ferrara, Chief Financial Officer of the Co

May 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 [ ] Transition Report Pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2013 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as specif

May 10, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - TRANI DIRECTOR 5-2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Numbe

April 1, 2013 DEF 14A

- AMBASE PROXY STATEMENT 2013

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT 2013 AMBASE CORPORATION 100 Putnam Green, 3rd Floor Greenwich, CT 06830-6027 AMBASE CORPORATION 100 PUTNAM GREEN, 3RD FLOOR GREENWICH, CT 06830-6027 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6, 2013 The 2013 Annual Meeting of Stockholders (the "Annual Meeting") of AmBase Corporation (the "Company") will be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich, Connecticut, on Thursday, June 6, 2013 at 9:00 a.

April 1, 2013 EX-99

AMBASE CORPORATION CHARTER OF THE AUDIT COMMITTEE

Exhibit A AMBASE CORPORATION CHARTER OF THE AUDIT COMMITTEE I. Purposes The Audit Committee is appointed by the Board of Directors of AmBase Corporation (the "Company") to assist the Board of Directors in fulfilling its oversight responsibilities with respect to financial reporting and the other matters listed below. The Audit Committee's primary purposes are to: · Assist the Board of Directors wi

April 1, 2013 EX-99

AMBASE CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 6, 2013

AMBASE CORPORATION THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 6, 2013 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.

March 28, 2013 EX-21

AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2012

EXHIBIT 21 AMBASE CORPORATION SUBSIDIARY LISTING AS OF DECEMBER 31, 2012 Name Jurisdiction in Which Organized Percentage Voting Securities Owned By Immediate Parent AmBase Corporation Delaware N/A Carteret Bancorp, Inc.

March 28, 2013 EX-99

No. 93-531C IN THE UNITED STATES COURT OF FEDERAL CLAIMS AMBASE CORPORATION AND CARTERET BANCORP, INC.,

No. 93-531C IN THE UNITED STATES COURT OF FEDERAL CLAIMS AMBASE CORPORATION AND CARTERET BANCORP, INC., Plaintiffs, and FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Intervenor, v. UNITED STATES, Defendant. STIPULATION FOR ENTRY OF JUDGMENT WHEREAS, on August 31, 2011, the United States Court of Federal Claims filed a judgment for the plaintiffs in the amount of $205,013,00.00 in damages, plus

March 28, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITI

March 18, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K NEW DIRECTOR MARCH 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2013 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File Num

January 4, 2013 EX-32.2A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002 In connection with the annual report of AmBase Corporation (the "Company") on Form 10-K/A - Amendment No. 1 for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John P. Ferrara, Chief Financi

January 4, 2013 CORRESP

-

AmBase Corporation 100 Putnam Green, Third Floor Greenwich, Connecticut 06830 January 4, 2013 Via Edgar Filing Via Edgar Filing Mr.

January 4, 2013 EX-31.2A

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John P. Ferrara, certify that: 1. I have reviewed this annual report on Form 10-K/A - Amendment No. 1 of AmBase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statem

January 4, 2013 EX-31.1A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard A. Bianco, certify that: 1. I have reviewed this annual report on Form 10-K/A - Amendment No. 1 of AmBase Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the stat

January 4, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

January 4, 2013 EX-32.1A

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002 In connection with the annual report of AmBase Corporation (the "Company") on Form 10-K/A - Amendment No. 1 for the period ending December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Bianco, Chief Execu

November 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2012 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 1-7265 AMBASE CORPORATION (Exact name of registrant as sp

October 22, 2012 8-K

Other Events - FORM 8-K DIVIDEND DECLARATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2012 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

October 22, 2012 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2012 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

October 22, 2012 EX-99

No. 93-531C IN THE UNITED STATES COURT OF FEDERAL CLAIMS AMBASE CORPORATION AND CARTERET BANCORP, INC., Plaintiffs, and FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Intervenor, v. UNITED STATES, Defendant. SETTLEMENT AGREEMENT TO DISCHARGE JUDGME

No. 93-531C IN THE UNITED STATES COURT OF FEDERAL CLAIMS AMBASE CORPORATION AND CARTERET BANCORP, INC., Plaintiffs, and FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Intervenor, v. UNITED STATES, Defendant. SETTLEMENT AGREEMENT TO DISCHARGE JUDGMENT WHEREAS, on August 31, 2011, the United States Court of Federal Claims filed a judgment for the plaintiffs in the amount of $205,013,00.00 in damag

October 12, 2012 EX-99

*

Case 1:93-cv-00531-LAS Document 353Filed 10/11/12 Page 1 of 1 In the United States Court of Federal Claims * * * * * * * * * * * * * * * * * * * * * * * * * * * AMBASE CORPORATION AND * CARTERET BANCORP, INC.

October 12, 2012 8-K

Other Events - FORM 8-K CFC APPROVAL OF SGW SETTLEMENT AGREEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2012 AMBASE CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-07265 95-2962743 (State or other jurisdiction of incorporation) (Commission File N

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