Page 6 of 12 – SEC Filing
| Item 1. | Security and Issuer. |
This Statement relates to the Common Stock, par value $0.01 (the “Common Stock”), of AmBase Corp. (the “Issuer”). The principal executive offices of the Issuer are located at One South Ocean Boulevard, Suite 301, Boca Raton, Florida 33432.
| Item 2. | Identity and Background. |
(a) This Statement is jointly filed by and on behalf of each of each of (i) IsZo Capital LP (the “Fund”); (ii) IsZo Capital GP LLC (“IsZo GP”); (iii) IsZo Capital Management LP (“ICM”); and (iv) Brian L. Sheehy (“Mr. Sheehy”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is a party to a Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
IsZo GP is the general partner of the Fund. ICM is the investment manager of the Fund. Mr. Sheehy is the managing member of IsZo GP and the President of the general partner of ICM. IsZo GP, ICM and Mr. Sheehy may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Fund. Each of the Reporting Persons declares that the filing of this statement should not be construed as an admission that such person is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of these shares.
The officers, directors and control persons of IsZo GP and ICM, their business addresses, principal occupations and citizenship are set forth on Schedule A and incorporated by reference in this Item 2.
(b) The principal business address of each of the Reporting Persons is 415 Madison Avenue, 15th Floor, New York, NY 10017.
(c) The principal business of the Fund is buying and selling securities and other investments for its own account. The principal business of IsZo GP is acting as the general partner of the Fund. The principal business of ICM is acting as the investment adviser to the Fund. The principal business of Mr. Sheehy is acting as the managing member of IsZo GP and the President of the general partner of ICM.
(d) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Fund, IsZo GP and ICM are organized under the laws of the State of Delaware. Mr. Sheehy is a United States citizen.
| Item 3. | Source and Amount of Funds or Other Consideration. |
To acquire the Common Stock, the Reporting Persons used aggregate funds of $2,342,507. Such funds were from the Fund’s working capital.
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.
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