13D Filing: Iszo Capital and Ambase Corp (ABCP)

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned with respect to the Common Stock, par value $0.01 (the “Common Stock”) of AmBase Corp. (the “Issuer”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

To acquire the Common Stock, the Reporting Persons used aggregate funds of $2,613,182.  Such funds were from the working capital of IsZo Capital LP (the “Fund”).

The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for the Fund with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies.  Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.  Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On February 16, 2018, the Fund brought an action in the Supreme Court of the State of New York, County of New York, derivatively on behalf of the Issuer against Richard A. Bianco, the Issuer’s Chairman, President and Chief Executive Officer, as well as certain other directors and officers of the Issuer, seeking a declaratory judgment providing certain legal and equitable relief, including a prohibition on the sale of the Issuer’s principal asset, a building at 111 West 57th Street, New York, NY, without the consent of disinterested shareholders.  The lawsuit, captioned IsZo Capital L.P. v. Bianco, et al., Index No. 650812/2018, is publicly available through the Supreme Court Records On-Line Library at http://iapps.courts.state.ny.us/iscroll/SQLData.jsp.  Interested parties are encouraged to read the suit papers in their entirety.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

              See row 7 on the cover pages hereto.

              See row 8 on the cover pages hereto.

              See row 9 on the cover pages hereto.

              See row 10 on the cover pages hereto.

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information with respect to it set forth in this statement is true, complete and correct.

SCHEDULE B

Except as otherwise noted below, all such transactions were purchases of shares of Common Stock effected in the open market, and the table includes commissions paid in per share prices.

¹ Includes brokerage commissions