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
 SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ________ to ________

 Commission file number 1-07265

 AMBASE CORPORATION

 (Exact name of registrant as specified in its charter)

 Delaware

 95-2962743

 (State of incorporation)

 (I.R.S. Employer Identification No.)

 7857 West Sample Road, Suite 134, Coral Springs, FL. 33065

 (Address of principal executive offices)

 Registrant's telephone number, including area code: ( 201)
 265-0169

 Securities registered pursuant to Section 12(b) of the Act:

 None

 Securities registered pursuant to Section 12(g) of the Act:

 Title of each class

 Common Stock ($0.01 par value)

 Rights to Purchase Common Stock

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes

 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes

 No

 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
 Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes
 No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
 company. See the definitions of "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 (Check one):

 Large Accelerated Filer

 Accelerated Filer

 Non-Accelerated Filer

 Smaller Reporting Company

 Emerging Growth Company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
 control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
 of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
 incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes No

 At February 29, 2024, there were 40,737,751
 shares of registrant's Common Stock outstanding. At June 30, 2023, the aggregate market value of registrant's voting securities (consisting of its Common Stock) held by non-affiliates of the registrant, based on the average bid and asking price on
 such date of the Common Stock of $0.13 per share was approximately $ 3 million. The Common Stock constitutes the registrant's only
 outstanding class of security.

 Portions of the registrant's definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, which Proxy Statement the registrant intends to
 file with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year, are incorporated by reference with respect to certain information contained therein, in Part III of this Annual Report.

 The Exhibit Index is located in Part IV, Item 15, page 52.

 AmBase Corporation

 Annual Report on Form 10-K

 December 31, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 8.

 Consolidated Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners & Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 ITEM 1.

 BUSINESS

 General

 AmBase Corporation (the "Company" or "AmBase") is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At December 31, 2023, the Company's assets consisted primarily of cash and cash
 equivalents. The Company is engaged in the management of its assets and liabilities.

 In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the "111 West 57 th Property"). The Company is engaged
 in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in
 connection with the "Strict Foreclosure", (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the
 carrying value of the Company's equity investment in the 111 West 57 th Property represented a substantial portion of the Company's assets and net equity value.

 For additional information concerning the Company's recording of an impairment of its equity investment in the 111 West 57 th Property
 in 2017 and the Company's legal proceedings relating to the 111 West 57 th Property, including the Company's challenge to the Strict Foreclosure, see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 The executive office of the Company is located at 7857 West Sample Road, Suite 134, Coral Springs, Florida 33065. The Company had four (4) full-time and two (2) part-time employees at December 31, 2023.

 Background

 In August 1988, the Company acquired Carteret Bancorp Inc., which through its principal wholly owned subsidiary Carteret Savings Bank, FA, was principally engaged in retail and consumer banking, and mortgage
 banking including mortgage servicing. On December 4, 1992, Carteret Savings Bank, FA was placed in receivership and a new institution, Carteret Federal Savings Bank was established to assume the assets and certain liabilities of Carteret Savings
 Bank, FA.

 The Company was a plaintiff in a legal proceeding, commenced in 1993, seeking recovery of damages from the United States Government for the loss of the Company's wholly-owned subsidiary, Carteret Savings Bank, F.A.
 (the "Supervisory Goodwill" legal proceedings). Pursuant to a Settlement Agreement between the Company, the Federal Deposit Insurance Corporation-Receiver ("FDIC-R") and the Department of Justice ("DOJ") on behalf of the United States of America
 (the "United States"), (the "Settlement Agreement") as approved by the United States Court of Federal Claims (the "Court of Federal Claims"), in October 2012, the United States paid $180,650,000 directly to AmBase (the "Settlement Amount"). On
 August 6, 2013, Senior Judge Smith issued an opinion which addressed the relief sought by the Company. In summary, the court held that the Settlement Agreement is a contract and that it entitles the Company to receive both "(1) the amount of the
 tax consequences resulting from taxation of the damages award plus (2) the tax consequences of receiving the first component." But the Court of Federal Claims did not award an additional amount for the second component at that time given the
 remaining uncertainty surrounding the ultimate tax treatment of the settlement proceeds and the gross-up, as well as uncertainty relating to the Company's future income. The Court of Federal Claims indicated that either the Company or the
 government is entitled to seek further relief "if, and when, the facts justify it."

 Stockholder Inquiries

 Stockholder inquiries, including requests for the following: (i) change of address; (ii) replacement of lost stock certificates; (iii) Common Stock name registration changes; (iv) Quarterly Reports on Form 10-Q;
 (v) Annual Reports on Form 10-K; (vi) Current Reports on Form 8-K; (vii) proxy materials; and (viii) information regarding stockholdings, should be directed to:

 American Stock Transfer & Trust Company, LLC

 6201 15 th Avenue

 Brooklyn, NY 11219

 Attention: Shareholder Services

 (800) 937-5449 or (718) 921-8200 Ext. 6820

 The Company does not maintain a website. Copies of Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Annual Reports on Form 10-K and Proxy Statements can be obtained from the Company free of charge by mailing a request to the
 Company as follows:

 AmBase Corporation

 12 Lincoln Blvd., Suite 202

 Emerson, NJ 07630

 Attn: Shareholder Services

 The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the Company's public reports, including Quarterly Reports on Form 10-Q,
 Current Reports on Form 8-K, Annual Reports on Form 10-K and Proxy Statements, can be obtained through the Securities and Exchange Commission ("SEC") EDGAR Database available on the SEC's website at www.sec.gov. Materials filed with the SEC may
 also be read or copied by visiting the SEC's Public Reference Room, 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

 ITEM 1A.

 RISK FACTORS

 The Company is subject to various risks, many of which are beyond the Company's control, which could have a negative effect on the Company and its financial condition. As a result of these and other factors, the
 Company may experience material fluctuations in future operating results on a quarterly or annual basis which could materially and adversely affect the Company's business, financial condition, operating results and stock price. An investment in
 the Company's stock involves various risks, including those mentioned below and elsewhere in this Annual Report on Form 10-K (this "Annual Report"), and those that are detailed from time to time in the Company's other filings with the Securities
 and Exchange Commission. You should carefully consider the following risk factors, together with all of the other information included or incorporated by reference in this Annual Report, before you decide whether to purchase the Company's common
 stock.

 Operating Risks

 Going Concern

 The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has continued to keep operating expenses at a reduced level; however, there can be no
 assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its existing cash and cash
 equivalents may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability
 to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The
 financial statements do not include adjustments to the carrying value of assets and liabilities, which might be necessary should the Company not continue in operation.

 In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through
 the sale of equity or debt securities or long term borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the
 Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all.

 To provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, the Company has commenced a private placement offering (the "Equity Offering") of
 44,200,460 shares of the Company's common stock (the "Shares") to existing shareholders of the Company (the "Equity Offering") in reliance on the exemption from registration under Rule 506(c) of the Securities Act of 1933, as amended (the
 "Securities Act"). The purchase price for one share of Common Stock in the Equity Offering is $0.20. The Company expects to receive gross proceeds of approximately $8.8 million in connection with the Equity
 Offering before deducting offering expenses. There are no limitations on the Company's use of such proceeds when received, although it is anticipated that a substantial part of the proceeds will be applied to repayment of existing Company
 obligations. The Shares are not being registered under the Securities Act and will be "restricted securities" under the Securities Act and will generally be subject to a minimum holding period of six months under Rule 144 before the Shares
 may be resold. The Shares will be offered and sold only to existing stockholders of record of the Company as of February 28, 2024 (the "Record Date").

 Each qualifying stockholder will be permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering, based on the amount of shares of Common Stock
 owned by such stockholder as of the Record Date, in an amount equal to up to one hundred and eight and one-half percent (108.5%) of the number of shares of Common Stock beneficially owned by such stockholder as of the Record Date. The Equity
 Offering commenced on or about February 28, 2024, and will remain open for a period of thirty (30) calendar days ending on March 29, 2024 (the "Subscription Deadline"). The Shares will be offered and sold pursuant to a Subscription Agreement
 (the "Subscription Agreement") to be entered into by and between the Company and each subscribing stockholder. In connection with the Equity Offering, the Company has entered into a standby purchase agreement dated February 28, 2024
 (the "SPA") with BARC Investments, LLC ("BARC"), an affiliate of the Company owned and controlled by Company directors Alessandra F. Bianco and Richard A. Bianco, Jr. Under the terms of the SPA, BARC has agreed to act as standby a purchaser
 for all of the shares of common stock being offered in the Equity Offering that are not otherwise subscribed to by other stockholders prior to the Subscription Deadline. Additional information about the Equity Offering, including the material
 terms and conditions of the Equity Offering and information about how stockholders may subscribe for Shares in the Equity Offering, including the form of Subscription Agreement, are set forth in the Company's Current Report on Form 8-K as filed
 with the SEC on February 28, 2024.

 The Company's Chairman, President and Chief Executive Office, Mr. Richard A. Bianco ("R.A. Bianco") has indicated that, if and when needed, he would provide a working capital line of credit to the Company on an as needed basis, subject to
 customary and market terms and conditions to be agreed upon at such time, until such time as the Equity Offering has been completed. However, there can be no assurance that the Equity Offering will be completed within the timeframe contemplated
 or at all. As of December 31, 2023, Mr. R.A. Bianco provided loans to the Company in the amounts aggregating $3,198,000. In January, February, and March 2024, Mr. R.A. Bianco provided
 additional loan(s) to the Company. For additional information, see Part II – Item 8 – Note 10 to the Company's consolidated financial statements.

 For additional information with regard to the Company's investment in the 111 West 57 th Property and the legal proceedings related
 thereto see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 The Company has incurred operating losses over the last several years and may not be able to achieve profitability.

 We expect our operating expenses in 2024 will remain generally close to our most recent levels, although there can be no assurance that the Company's current level of operating
 expenses will not increase or that other uses of cash will not be necessary, including increased costs related to the Company's legal proceeding depending on a variety of factors including the status of legal proceedings, appeals, discovery
 expert fees, and other litigation related expenses. These losses, among other things, have had and will continue to have an adverse effect on our working capital, total assets and stockholders' equity. Because
 of the numerous risks and uncertainties associated with property development and management, we are unable to predict if or when we may become profitable.

 The Company is in a competitive business.

 The real estate industry is highly competitive. In addition, the Company expects other major real estate investors, some with much greater resources than the Company has, may compete with the Company for attractive
 acquisition opportunities. These competitors include REITs, investment banking firms and private institutional investors. This competition has increased prices for commercial properties and may impair the Company's ability to make suitable
 property acquisitions on favorable terms in the future.

 We are a party to legal proceedings relating to our equity interest in the joint real estate venture 111 West 57th Partners, and may become subject to
 additional litigation in the future, all of which continue to have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.

 We are currently party to lawsuits relating to our equity interest in the joint real estate venture 111 West 57th Property, as further described in Part II – Item
 8 – Note 8 to our consolidated financial statements. There can be no assurance that the Company will prevail with any of its claims with respect to its interests in the 111 West 57 th Property or that any course of action will be successful in recovering value for the Company from this investment. If the Company is unable to recover all or most of the value of its investment in the 111 West 57 th Property, there would be a material adverse effect on the Company's financial condition and future prospects, including the Company's ability to continue as a going
 concern. In addition, in the future we may become subject to additional litigation, including claims relating to our operations, assets, offerings, and otherwise in the ordinary course of business. Some of these claims may result in significant
 defense costs and potentially significant judgments against us, some of which are not, or cannot be insured against. An adverse determination with respect to any of these claims may result in our having to pay material judgments, or settlements,
 which could have a material adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock. Certain litigation or the resolution of certain litigation may affect the availability or
 cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows and potentially expose us to increased risks that would be uninsured.

 Illiquidity of real estate limits our ability to act quickly.

 Real estate investments are relatively illiquid. Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions. If we want to sell an investment, we might not be
 able to dispose of that investment in the time period we desire, and the sales price of that investment might not recoup or exceed the amount of our investment. These limitations on our ability to sell properties or investments could have a
 material adverse effect on our financial condition and results of operations.

 Property ownership through equity investments and/or in joint ventures could subject us to the differing business objectives of our co-venturers.

 The Company has entered into, and may continue in the future to enter into, equity investments and/or joint ventures (including limited liability companies and partnerships) in which the Company does not hold a
 direct or controlling interest in the assets underlying the entities in which it invests, including equity investments and/or joint ventures in which (i) the Company owns a direct interest in an entity which controls such assets, or (ii) the
 Company owns a direct interest in an entity which owns indirect interests, through one or more intermediaries, of such assets. These equity investments and/or joint ventures may include ventures through which the Company would own an indirect
 economic interest of less than 100 percent of a property owned directly by such joint ventures and may include equity investments and/or joint ventures that the Company does not control or manage. These investments involve risks that do not
 exist with properties in which the Company owns a controlling interest with respect to the underlying assets, including the possibility that (i) we may become subject to material, legal disputes with our joint venture partners, as is the case
 with respect to our investment in the 111 West 57 th Property; (ii) our co-venturers or partners may, at any time, become insolvent or otherwise refuse to make
 capital contributions when due, (iii) we may be subject to additional capital calls for joint venture development or other expenses which we may be unable or unwilling to meet, possibly resulting in substantial dilution of our investment, (iv) we
 may become liable with respect to guarantees of payment or performance by the joint ventures, or (v) we may become subject to buy-sell arrangements which could cause us to sell our interests or acquire our co-venturer's or partner's interests in
 a joint venture. Even where we have major decision rights or do not have major decision rights, because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or
 contrary to our policies or objectives. While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be
 sufficient to fully protect us against contrary actions. Our organizational documents do not limit the amount of available funds that we may invest in equity investments and/or joint ventures and/or partnerships. If the objectives of our
 co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make receive and distributions or payments to our investors.

 We may be unable to identify suitable properties for equity investments and acquisitions and any new investments and acquisitions may fail to perform as expected and subject
 us to new risks, including risks created by geographic concentration.

 The Company may not be able to identify suitable properties for equity investments and acquisitions. Even if we are able to identify suitable properties for equity investments and acquisitions, we may not be able
 to carry out such equity investments or acquisitions on favorable terms, or at all. Any new equity investments in properties or newly acquired properties may not perform as expected and may subject us to unknown liability with respect to
 liabilities relating to such properties for clean-up of undisclosed environmental contamination or claims by tenants, residents, vendors or other persons against the former owners of the properties. Inaccurate assumptions regarding future rental
 or occupancy rates, or fluctuations in the target market could result in overly optimistic estimates of future revenues. In addition, future operating expenses or the costs necessary to bring an acquired property up to standards established for
 its intended market position may be underestimated. The search for and process of acquiring such properties will also require a substantial amount of management's time and attention.

 Fluctuations in the local market in which the Company's equity investment in a development property is located may adversely impact the Company's financial
 condition and operating results.

 The 111 West 57th Property, which the Company purchased an equity investment in during 2013, is located in New York City. This geographic concentration could present risks if the New York City property market
 performance falls below expectations. The economic condition of this market could affect occupancy, property revenues, and expenses, from the property and future asset value.

 The Company may not be able to insure certain risks economically.

 The Company may experience economic harm if any damage to the Company's property or properties is not covered by insurance. The Company cannot be certain that the Company will be able to insure all risks that the
 Company desires to insure economically or that all of the Company's insurers will be financially viable if the Company makes a claim. The Company may suffer losses that are not covered under the Company's insurance policies. If an uninsured loss
 or a loss in excess of insured limits should occur, the Company could lose capital invested in a property or properties, as well as any potential future revenue from the property or properties.

 Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results.

 The Company's investments in development and redevelopment activities generally entail certain risks, including the following:

 -

 funds may be expended, and management's time devoted to projects that may not be completed,

 -

 required approvals may not be obtained from governmental entities or other third parties,

 -

 construction costs of a project may exceed original estimates, negatively impacting the economic feasibility of the project,

 -

 projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortages,

 -

 occupancy rates and rents at a completed project may be less than anticipated, and

 -

 expenses at completed development projects may be higher than anticipated.

 These risks may reduce the funds available for distribution to the Company and have a material adverse effect on the Company's financial condition and results of operations. Further, investment in and the
 development and redevelopment of real estate is also subject to the general risks associated with real estate investments. For further information regarding these risks, see the risk factor " The Company is
 subject to risks inherent in owning, developing and leasing real estate. "

 We are dependent on our key personnel whose continued service is not guaranteed and the loss of whose service could have a material adverse effect on our business.

 Whether our business is successful will be dependent in part upon the leadership, strategic business direction and real estate experience of our executive officers, particularly Mr. R.A. Bianco, our Chairman,
 President and Chief Executive Officer. Although we have entered into an employment agreement with Mr. R.A. Bianco, none of our executive officers or directors are subject to any covenants not to compete against the Company should they terminate
 their affiliation with the Company. While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations. We do not carry key man life insurance on any of our other executive
 officers or directors.

 Changes in the composition of the Company's assets and liabilities through acquisitions, divestitures or corporate restructuring may affect the Company's results.

 The Company may make future acquisitions or divestitures of assets or changes in how such assets are held. Any change in the composition of the Company's assets and liabilities or how such assets and liabilities
 are held could significantly affect the Company's financial position and the risks that the Company faces.

 Terrorist attacks and other acts of violence or war may affect the market, on which the Company's common stock trades, the markets in which the Company operates the Company's
 operations and the Company's results of operations.

 Terrorist attacks or armed conflicts could affect the Company's business or the businesses of the Company's tenants. The consequences of armed conflicts are unpredictable, and the Company may not be able to foresee
 events that could have an adverse effect on the Company's business. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and
 economy. They also could be a factor resulting in, or a continuation of, an economic recession in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on the Company's operating results and revenues and may result
 in volatility of the market price for the Company's common stock.

 The Company is subject to risks inherent in owning, developing and leasing real estate.

 The Company is subject to varying degrees of risk generally related to leasing and owning real estate, many of which are beyond the Company's control. In addition to general risks related to owning commercial real
 estate, the Company's risks include, among others:

 -

 deterioration in regional and local economic and real estate market conditions,

 -

 failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs,

 -

 increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents,

 -

 changes in interest rate levels, rates of inflation and the availability of financing,

 -

 fluctuations in tourism patterns,

 -

 adverse changes in laws and regulations (including tax, environmental, zoning and building codes, landlord/tenant and other housing laws and regulations) and agency or court interpretations of such
 laws and regulations and the related costs of compliance,

 -

 potential changes in supply of, or demand for rental properties similar to the Company's,

 -

 competition for tenants and changes in rental rates,

 -

 concentration in a single real estate asset and class,

 -

 needs for additional capital which may be required for needed development or repositioning of one or more real estate assets may exceed the Company's abilities or its desired minimum level of liquidity,

 -

 difficulty in reletting properties on favorable terms or at all,

 -

 impairments in the Company's ability to collect rent payments when due,

 -

 the potential for uninsured casualty and other losses,

 -

 the impact of present or future environmental legislation and compliance with environmental laws,

 -

 changes in federal or state tax laws,

 -

 the effects of global pandemics such as COVID-19 and government responses thereto; and

 -

 acts of terrorism and war.

 Each of these factors could have a material adverse effect on the Company's ability to receive distributions from its properties and investments and the Company's financial condition and results of operations. In
 addition, real estate investments are relatively illiquid, which means that the Company's ability to promptly sell the Company's property in response to changes in economic and other conditions may be limited.

 S ecurity breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

 In the ordinary course of our business, we collect and store sensitive data that may include intellectual property, our proprietary business information and that of our tenants and business partners, including
 personally identifiable information of our tenants and employees, on our networks. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error,
 malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in
 legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our business.

 The Company may not be able to generate sufficient taxable income to fully realize the Company's deferred tax asset.

 The Company has federal income tax net operating loss ("NOL") carryforwards and other tax attributes. If the Company is unable to generate sufficient taxable income, the Company may not be able to fully realize
 the benefit of the NOL carryforwards.

 Because the Company from time to time maintains a majority of its assets in cash and/or securities, the Company may in the future be deemed to be an investment company under
 the Investment Company Act of 1940 resulting in additional costs and regulatory burdens.

 Currently, the Company believes that either it is not within the definition of "Investment Company" as the term is defined under the Investment Company Act of 1940 (the "1940 Act") or, alternatively, may rely on
 one or more of the 1940 Act's exemptions. The Company intends to continue to conduct its operations in a manner that will exempt the Company from the registration requirements of the 1940 Act. If the Company were to be deemed to be an investment
 company because of the Company's investments securities holdings, the Company would be required to register as an investment company under the 1940 Act. The 1940 Act places significant restrictions on the capital structure and corporate
 governance of a registered investment company, and materially restricts its ability to conduct transactions with affiliates. Compliance with the 1940 Act could also increase the Company's operating costs. Such changes could have a material
 adverse effect on the Company's business, results of operations and financial condition.

 Anti-takeover Risks

 Our amended and restated shareholder rights plan may delay or prevent an acquisition of us that shareholders may consider favorable or may prevent efforts by
 our shareholders to change our directors or our management, which could decrease the value of your common shares.

 On March 27, 2019, the Company's Board of Directors adopted the New Rights Plan which is designed to provide adequate time for our Board of Directors and shareholders to assess an unsolicited
 takeover bid for our company, to provide our Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a takeover bid is made, and to provide shareholders with an equal opportunity to
 participate in a takeover bid and receive full and fair value for their common shares. The New Rights Plan is set to expire on March 27, 2029. The rights will become exercisable only when a person, including any party related to it, acquires or
 attempts to acquire 25% or more of our outstanding common stock. Should such an acquisition occur or be announced, each right would, upon exercise, entitle a rights holder, other than the acquiring person and related persons, to purchase common
 shares at a 50% discount to the market price at the time. The New Rights Plan may inhibit a change in control of the Company by a third party in a transaction not approved by the Company's Board of Directors. If a change in control is inhibited
 or delayed in this manner, it may adversely affect the market price of the Company's common stock.

 Other Risks

 Outbreaks of highly infectious or contagious diseases may, materially and adversely impact the business, income, cash flow, results of operations and financial condition of
 the Company, including the 111 West 57th Property.

 The national and global impacts of a pandemic, such as the COVID-19 pandemic, may present material uncertainty and risk with respect to our financial condition, results of operations and cash flows. Moreover, many
 of the risk factors set forth in this Form 10-K could be interpreted as heightened risks as a result of the impact of a pandemic. Impacts from a pandemic may include the following:

 •

 State, local, and federal entities may impose restrictions, for varying times and to varying degrees, on our ability to enforce tenant's contractual lease obligations, and this may affect our ability to
 enforce all our remedies (such as pursuing collections and seeking evictions) for the failure to pay rent.

 •

 Consumers whose income has declined, who are working remotely or who cannot freely access neighborhood amenities like restaurants, may decide to live in a location other than New York City.

 •

 Various state, local and federal rules may require us to waive late fees and certain other customary fees associated with tenant rent obligations. These requirements or practices may result in a loss of
 revenue.

 •

 A property may incur significant costs or losses related to shelter-in-place or stay-at-home orders, quarantines, infection, clean-up costs or other related factors.

 •

 There may be concerns related to the general economy about (i) supply chain constraints and (ii) inflation caused by both supply chain constraints and governmental fiscal and monetary policies. Supply chain
 constraints could cause delays in any construction and redevelopment activity, and inflation could cause any construction and operating costs to increase without a commensurate increase in our rental revenue.

 The same factors as described immediately above may also impact our workforce. A disruption in the normal operations of our workforce, as well as the possibility of illness among our employees or a substantial
 portion of our workforce, could also adversely affect our operations.

 We face possible risks associated with the physical effects of climate change.

 We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our 111 West 57 th Property, operations, and business. To the extent climate change causes changes in weather patterns or severity, our markets could experience increase in storm
 intensity (including floods, tornadoes, hurricanes, or snow and ice storms), rising sea-levels, and changes in precipitation, temperature, air quality, and quality and availability of water. Over time, these conditions could result in physical
 damage to, or declining demand for, our properties or our inability to operate the buildings efficiently or at all. Climate change may also indirectly affect our business by increasing the cost of (or making unavailable) property insurance on
 terms we find acceptable, increasing the cost of required resources, including energy, other fuel sources, water, and waste and snow removal services, and increasing the risk and severity of flood and earthquakes at our properties. Should the
 impact of climate change be severe or occur for lengthy periods of time, our financial condition or results of operations could be adversely impacted. In addition, compliance with new or more stringent laws or regulations or stricter
 interpretations of existing laws may require material expenditure by us. For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by
 greenhouse gas emissions. Among other things, "green" building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. Such codes
 could require us to make improvements to our existing properties, increase the costs of maintaining or improving our existing properties or developing new properties, or increase taxes and fees assessed on us or our properties. Expenditures
 required for compliance with such codes may affect our cash flow and results of operations.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 The Company's information technology, communication networks, system applications, accounting and financial reporting platforms and related systems are integral to the operation of the business. The Company
 utilizes these systems, among others, for financial analysis, management, and reporting, and for various other aspects of the business.

 The Company's cybersecurity strategy is focused on detection, protection, incident response, security risk management and mitigation, and resiliency of the cybersecurity infrastructure. The Company relies on third
 party service providers to operate and maintain its information technology infrastructure and systems and to evaluate, test and update various information security processes and to manage material risks from cybersecurity threats to the Company's
 critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally
 identifiable information related to any tenants' and employees' personal data.

 The Company identifies and assesses risks from cybersecurity threats by monitoring and evaluating the cybersecurity threat environment and the Company's risk profile. The Company is not currently aware of any risks
 from cybersecurity threats nor has the Company had a previously cybersecurity incident that in either case have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations or
 financial condition.

 The Company's Audit Committee holds oversight responsibility over the Company's cybersecurity strategy and risk management. The Audit Committee engages in regular discussions with executive management regarding
 the Company's significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats.

 ITEM 2.

 PROPERTIES

 The Company rents approximately 150 square feet of office space for its executive office at 7857 West Sample Road, Suite 134, Coral Springs, FL 33065 on a short term basis. The Company also rents on a short term
 basis approximately 200 square feet of office space in Emerson, NJ.

 ITEM 3.

 LEGAL PROCEEDINGS

 For a discussion of the Company's legal proceedings, see Part II - Item 8 - Note 8 to the Company's consolidated financial statements.

 From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings. At the current time, except as set forth in Part II - Item 8 -
 Note 8 to the Company's consolidated financial statements, the Company is unaware of any legal proceedings pending against the Company. The Company intends to aggressively contest all litigation and contingencies, as well as pursue all
 sources for contributions to settlements. However, there can be no assurance that the Company will prevail with respect to any of its claims.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 The Common Stock of the Company is quoted in the over-the-counter market under the symbol ABCP. Such prices reflect interdealer prices, without retail mark-up, markdown or commission, and may not necessarily
 represent actual transactions.

 As of February 15, 2024, there were approximately 5,900 beneficial owners of the Company's Common Stock.

 Common Stock Repurchase Plan

 The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market. The Repurchase Plan is conditioned upon favorable business
 conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending on market conditions and other factors, purchases may be
 commenced or suspended any time or from time to time without prior notice. No common stock repurchases have been made pursuant to the Repurchase Plan during 2023 or 2022. Due to the Company's current financial condition and ongoing litigation
 proceedings, the Company does not anticipate that it will make any stock purchases pursuant to the Repurchase Plan in the next twelve months. For additional information see Part II - Item 8 - Note 5 to the
 Company's consolidated financial statements.

 ITEM 6.

 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and related notes, which are contained in Part II - Item 8, herein.

 BUSINESS OVERVIEW

 AmBase Corporation (the "Company" or "AmBase") is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At December 31, 2023, the Company's assets consisted of cash and cash
 equivalents. The Company is engaged in the management of its assets and liabilities.

 In June 2013, the Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57 th Street in New York, New York (the "111 West 57 th Property"). The Company is engaged
 in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in
 connection with the "Strict Foreclosure", (as defined and further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the
 carrying value of the Company's equity investment in the 111 West 57 th Property represented a substantial portion of the Company's assets and net equity value.

 For additional information regarding the Company's recording of an impairment of its equity investment in the 111 West 57 th Property
 in 2017 and the Company's legal proceedings relating to the 111 West 57 th Property, including the Company's challenge to the Strict Foreclosure, see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 LIQUIDITY AND CAPITAL RESOURCES

 The Company's assets at December 31, 2023, aggregated $78,000, consisting of cash and cash equivalents. At December 31, 2023, the Company's liabilities aggregated $6,423,000. Total stockholders' deficit was
 $6,345,000.

 The Company has incurred operating losses and used cash for operating activities for the past several years. The Company has continued to keep operating expenses at a reduced level; however, there can be no
 assurance that the Company's current level of operating expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its existing cash and cash
 equivalents may not be sufficient to cover operating cash needs through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability
 to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The
 financial statements do not include adjustments to the carrying value of assets and liabilities, which might be necessary should the Company not continue in operation.

 In order to continue as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through
 the sale of equity or debt securities or long-term borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the
 Company will be able to adequately implement these cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all.

 In June 2013, the Company purchased an equity interest in the 111 West 57 th Property. The Company is engaged in material disputes and
 litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the "Strict
 Foreclosure", (as defined and further discussed herein), in accordance with GAAP, the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property of $63,745,000 in 2017. Prior to the Strict
 Foreclosure, the carrying value of the Company's equity investment in the 111 West 57 th Property represented a substantial portion of the Company's assets and net
 equity value.

 For additional information concerning the Company's recording of an impairment of its equity investment in the 111 West 57 th Property
 in 2017 and the Company's legal proceedings relating to the 111 West 57 th Property, including the Company's challenge to the Strict Foreclosure, see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will continue to pursue, other options to realize the Company's investment value,
 various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company's interest in and/or
 rights with respect to the 111 West 57 th Property; however, there can be no assurance that the Company will prevail with respect to any of its claims.

 The Company can give no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce's actions described herein, whether the Sponsors will perform their contractual
 commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company's investment
 interest in the 111 West 57 th Property, as to the ultimate effect of the Sponsors', the Company's or the lenders' actions on the project, as to the completion or
 ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57 th Property. For
 additional information regarding the Company's investment in the 111 West 57 th Property and the legal proceedings related thereto see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 While the Company's management is evaluating future courses of action to protect and/or recover the value of the Company's equity investment in the 111 West 57 th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period of time and substantial
 additional financial resources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company's financial condition and future prospects. The Company can give no assurances with regard to
 if it will prevail with respect to any of its claims.

 To provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Property, the Company has commenced a private placement offering (the "Equity Offering") of
 44,200,460 shares of the Company's common stock (the "Shares") to existing shareholders of the Company (the "Equity Offering") in reliance on the exemption from registration under Rule 506(c) of the Securities Act of 1933, as amended (the
 "Securities Act"). The purchase price for one share of Common Stock in the Equity Offering is $0.20. The Company expects to receive gross proceeds of approximately $8.8 million in connection with the Equity Offering before deducting offering
 expenses. There are no limitations on the Company's use of such proceeds when received, although it is anticipated that a substantial part of the proceeds will be applied to repayment of existing Company obligations. The Shares are not being
 registered under the Securities Act and will be "restricted securities" under the Securities Act and will generally be subject to a minimum holding period of six months under Rule 144 before the Shares may be resold. The Shares will be offered
 and sold only to existing stockholders of record of the Company as of February 28, 2024 (the "Record Date"). Each qualifying stockholder will be permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering,
 based on the amount of shares of Common Stock owned by such stockholder as of the Record Date, in an amount equal to up to one hundred and eight and one-half percent (108.5%) of the number of shares of Common Stock beneficially owned by such
 stockholder as of the Record Date. The Equity Offering commenced on or about February 28, 2024, and will remain open for a period of thirty (30) calendar days ending on March 29, 2024 (the "Subscription Deadline"). The Shares will be offered and
 sold pursuant to a Subscription Agreement (the "Subscription Agreement") to be entered into by and between the Company and each subscribing stockholder. In connection with the Equity Offering, the Company has entered into a standby purchase
 agreement dated February 28, 2024 (the "SPA") with BARC Investments, LLC ("BARC"), an affiliate of the Company owned and controlled by Company directors Alessandra F. Bianco and Richard A. Bianco, Jr. Under the terms of the SPA, BARC has agreed
 to act as standby a purchaser for all of the shares of common stock being offered in the Equity Offering that are not otherwise subscribed to by other stockholders prior to the Subscription Deadline. Additional information about the Equity
 Offering, including the material terms and conditions of the Equity Offering and information about how stockholders may subscribe for Shares in the Equity Offering, including the form of Subscription Agreement, are set forth in the Company's
 Current Report on Form 8-K as filed with the SEC on February 28, 2024.

 The Company's Chairman, President and Chief Executive Office, Mr. Richard A. Bianco ("R.A. Bianco") has indicated that, if and when needed, he would provide a working capital line of credit to the Company on an as needed basis, subject to
 customary and market terms and conditions to be agreed upon at such time, until such time as the Equity Offering has been completed. However, there can be no assurance that the Equity Offering will be completed within the timeframe contemplated
 or at all. As of December 31, 2023, Mr. R.A. Bianco provided loans to the Company in the amounts aggregating $3,198,000. In January, February and March 2024, Mr. R.A. Bianco provided additional loan(s) to the Company. For additional
 information, see Part II – Item 8 – Note 10 to the Company's consolidated financial statements.

 In 2017, the Company entered into a Litigation Funding Agreement (the "LFA") with Mr. R.A. Bianco. Pursuant to the LFA, Mr. R.A. Bianco agreed to provide litigation funding to the Company, to satisfy actual
 documented litigation costs and expenses of the Company, including attorneys' fees, expert witness fees, consulting fees and disbursements in connection with the Company's legal proceedings related to the Company's equity investment in the 111
 West 57th Property. In 2019, the Company and Mr. R.A. Bianco entered into an amendment to the LFA (the "Amendment). For additional information including the terms of the Litigation Funding Agreement, as amended by the Amendment, see Part II – Item 8 – Note 9 to the Company's consolidated financial statements.

 For the year ended December 31, 2023, cash of $3,469,000 was used by operations for the payment of operating expenses and prior year accruals.

 For the year ended December 31, 2022, cash of $2,654,000 was used by operations for the payment of operating expenses and prior year accruals.

 Accounts payable and accrued liabilities as of December 31, 2023, increased as compared to December 31, 2022. The amounts in the respective years are principally related to accruals for legal expenses in connection
 with the 111 West 57 th Property legal proceedings.

 Loan(s) payable – related party was $3,198,000 as of December 31, 2023, compared to $0 as of December 31, 2022, relating to loans made to the Company from Mr. R.A. Bianco, for working capital. For additional
 information, see Part II – Item 8 – Note 10 to the Company's consolidated financial statements.

 There are no material commitments for capital expenditures as of December 31, 2023. Inflation has had no material impact on the business and operations of the Company.

 RESULTS OF OPERATIONS

 The Company recorded a net loss of $5,271,000 or $0.13 per share for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recorded a net loss of $3,473,000 or $0.09 per share.

 Compensation and benefits decreased to $1,378,000 in 2023 from $1,410,000 in 2022. The decrease in 2023 as compared to 2022 is primarily due to a decrease in benefit costs in 2023 versus 2022.

 Professional and outside services expenses increased to $3,298,000 in 2023 from $1,668,000 in 2022. The increase in 2023 as compared to 2022 is principally the result of higher level of legal
 and professional fees incurred in 2023 in connection with the Company's legal proceedings relating to the Company's investment in the 111 West 57 th Property. For
 additional information regarding the Company's investment in the 111 West 57 th Property and the legal proceedings related thereto, see Part II – Item 8 – Note 3 and Note 8 to the Company's consolidated financial statements.

 Property operating and maintenance expenses were $17,000 in 2023 and $17,000 in 2022.

 Insurance expenses increased to $259,000 in 2023, compared with $257,000 in 2022. The increase is primarily due to an increase in insurance premium costs.

 Other operating expenses increased slightly to $79,000 in 2023 compared with $72,000 in 2022 due to a general higher level of expenses in 2023 versus 2022.

 Interest income in 2023 decreased to $2,000 compared to $9,000 in 2022. The decreased interest income is due to a lower levels of cash equivalents on hand in 2023 versus 2022.

 Interest expense was $241,000 and $57,000 in 2023 and 2022, respectively. Interest expense for 2023 was attributable to interest expense to a professional firm for outstanding and unpaid professional fees and
 interest expense relating to the loans payable – related party. For additional information see Part II – Item 8 – Note 10 to the Company's consolidated financial statements. Interest expense for 2022 is
 attributable to interest expense paid to a professional firm for outstanding and unpaid professional fees.

 For the year ended December 31, 2023, the Company recorded an income tax expense of $1,000 attributable to a provision for a tax on capital imposed by the state jurisdictions. For additional information see Part II – Item 8 – Note 7 to the Company's consolidated financial statements.

 For the year ended December 31, 2022, the Company recorded an income tax expense of $1,000 attributable to a provision for a tax on capital imposed by the state jurisdictions. For additional information, see Part II – Item 8 – Note 7 to the Company's consolidated financial statements.

 A reconciliation between income taxes computed at the statutory federal rate and the provision for income taxes is included in Part II - Item

 8 – Note 7 to the Company's consolidated financial statements. For additional information including a discussion of income tax matters, see Part II – Item 8 – Note 7 to the Company's consolidated
 financial statements.

 APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

 Our consolidated financial statements are based on the selection and application of accounting principles generally accepted in the United States of America, which require us to make estimates and assumptions about
 future events that affect the amounts reported in our financial statements and the accompanying notes. Future events and their effects cannot be determined with absolute certainty. The determination of estimates requires the exercise of judgment.
 Actual results could differ from those estimates, and any such differences may be material to the consolidated financial statements. We believe that the following accounting policies, which are important to our consolidated financial position and
 consolidated results of operations, require a higher degree of judgment and complexity in their application and represent the critical accounting estimates used in the preparation of our consolidated financial statements. If different assumptions
 or conditions were to prevail, the results could be materially different from our reported results. For a summary of all our accounting policies, including the accounting estimates discussed below, see Part II -
 Item 8 - Note 2 to the Company's consolidated financial statements.

 Deferred Tax Assets: As of December 31, 2023, and 2022, the Company had deferred tax assets arising primarily from net operating loss carryforwards
 available to offset taxable income in future periods. A valuation allowance remains on the remaining deferred tax asset amounts relating to the NOL carryforwards as management has no basis to conclude that realization is more likely than not.
 The valuation allowance was calculated in accordance with current standards, which places primary importance on a company's cumulative operating results for the current and preceding years. We intend to maintain a valuation allowance for the
 deferred tax asset amount relating to the NOL carryforwards until sufficient positive evidence exists to support a reversal. See Part II - Item 8 - Note 7 to the Company's consolidated financial
 statements.

 Cautionary Statement for Forward-Looking Information

 This Annual Report together with other statements and information publicly disseminated by the Company may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
 as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or make oral statements that constitute forward-looking statements. The Company intends such forward-looking statements to be covered
 by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted or
 quantified. The forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, anticipated market performance, anticipated litigation results or the
 timing of pending litigation, and similar matters. When used in this Annual Report, the words "estimates," "expects," "anticipates," "believes," "plans," "intends" and variations of such words and similar expressions are intended to identify
 forward-looking statements that involve risks and uncertainties. The Company cautions readers that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in
 the Company's forward-looking statements. These risks and uncertainties, many of which are beyond the Company's control, include, but are not limited to those set forth in "Item 1A, Risk Factors" and elsewhere in this Annual Report and in the
 Company's other public filings with the Securities and Exchange Commission including, but not limited to: (i) risks with regard to the ability of the Company to continue as a going concern; (ii) assumptions regarding the outcome of legal and/or
 tax matters, based in whole or in part upon consultation with outside advisors; (iii) risks arising from unfavorable decisions in tax, legal and/or other proceedings; (iv) transaction volume in the securities markets; (v) the volatility of the
 securities markets; (vi) fluctuations in interest rates; (vii) risks inherent in the real estate business, including, but not limited to, insurance risks, tenant defaults, risks associated with real estate development activities, changes in
 occupancy rates or real estate values; (viii) changes in regulatory requirements which could affect the cost of doing business; (ix) general economic conditions; (x) risks with regard to whether or not the Company's current financial resources
 will be adequate to fund operations over the next twelve months from financial statement issuance date and/or continue operations and whether the Company will be able to complete the Equity Offering within the timeframe contemplated or at all;
 (xi) changes in the rate of inflation and the related impact on the securities markets; and (xii) changes in federal and state tax laws. A dditionally, there is risk relating to assumptions regarding the outcome
 of tax matters, based in whole or in part upon consultation with outside advisors; risk relating to potential unfavorable decisions in tax proceedings; risks regarding changes in, and/or interpretations of federal and state income tax
 laws; and risk of IRS and/or state tax authority assessment of additional tax plus interest. These are not the only risks that we face. There may be additional risks that we do not presently know of or that we currently believe are immaterial
 which could also impair our business and financial position.

 Undue reliance should not be placed on these forward-looking statements, which are applicable only as of the date hereof. The Company undertakes no obligation to revise or update these forward-looking statements to
 reflect events or circumstances that arise after the date of this Annual Report or to reflect the occurrence of unanticipated events. Accordingly, there is no assurance that the Company's expectations will be realized.

 ITEM 8.

 CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 688)

 To the Shareholders and Board of Directors of

 AmBase Corporation and Subsidiaries

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of AmBase Corporation and Subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of
 operations, changes in stockholders' equity (deficit) and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
 statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023,
 in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying
 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and
 needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management ' s plans in regard to these matters are also described in Note 1. The
 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial
 statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
 Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
 the PCAOB.

 We conducted our
 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
 fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
 but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included
 performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
 regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
 statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit
 matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
 statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Marcum llp

 Marcum LLP

 We have served as the
 Company's auditor since 2007, such date takes into account the acquisition of a portion of UHY LLP by Marcum LLP in April 2010.

 Hartford, Connecticut

 March 18, 2024

 Consolidated Statements of Operations

 (in thousands, except per share data)

 Years Ended December 31,

 2023

 2022

 Operating expenses:

 Compensation and benefits

 $

 1,378

 $

 1,410

 Professional and outside services

 3,298

 1,668

 Property operating and maintenance

 Insurance

 Other operating

 Total operating expenses

 5,031

 3,424

 Operating income (loss)

 ( 5,031

)

 ( 3,424

)

 Interest income

 Interest expense

 ( 241

)

 ( 57

)

 Income (loss) before income taxes

 ( 5,270

)

 ( 3,472

)

 Income tax expense (benefit)

 Net income (loss)

 $

 ( 5,271

)

 $

 ( 3,473

)

 Net income (loss) per common share - basic

 $

 ( 0.13

)

 $

 ( 0.09

)

 Weighted average common shares outstanding - basic

 The accompanying notes are an integral part of these consolidated financial statements.

 Consolidated Balance Sheets

 (in thousands, except per share data)

 Assets:

 2023

 2022

 Cash and cash equivalents

 $

 $

 Other assets

 -

 Total assets

 $

 $

 Liabilities and Stockholders' Equity (Deficit):

 Liabilities:

 Accounts payable and accrued liabilities

 $

 3,225

 $

 1,484

 Loan(s) payable – related party

 3,198

 -

 Total liabilities

 6,423

 1,484

 Commitments and contingencies (Note 6)

 Stockholders' equity (deficit):

 Common stock ($ 0.01 par value, 85,000 authorized in 2023 and
 85,000 authorized in 2022,
 46,410 issued and 40,738
 outstanding in 2023 and 46,410
 issued and 40,738 outstanding in 2022)

 Additional paid-in capital

 Accumulated deficit

 ( 549,945

)

 ( 544,674

)

 Treasury stock, at cost – 2023 - 5,672 shares; and 2022 - 5,672 shares

)

)

 Total stockholders' equity (deficit)

 ( 6,345

)

 ( 1,074

)

 Total liabilities and stockholders' equity (deficit)

 $

 $

 The accompanying notes are an integral part of these consolidated financial statements.

 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 Years Ended December 31, 2023
 and 2022

 Common

 stock

 Additional

 paid-in

 capital

 Accumulated

 deficit

 Treasury

 stock

 Total

 January 1, 2022

 $

 $

 $

 ( 541,201

)

 $

)

 $

 2,399

 Net income (loss)

 -

 -

 ( 3,473

)

 -

 ( 3,473

)

 December 31, 2022

 ( 544,674

)

)

 ( 1,074

)

 Net income (loss)

 -

 -

 ( 5,271

)

 -

 ( 5,271

)

 December 31, 2023

 $

 $

 $

 ( 549,945

)

 $

)

 $

 ( 6,345

)

 The accompanying notes are an integral part of these consolidated financial statements.

 Consolidated Statements of Cash Flows

 Years Ended December 31,

 2023

 2022

 Cash flows from operating activities:

 Net income (loss)

 $

 ( 5,271

)

 $

 ( 3,473

)

 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities

 Changes in operating assets and liabilities:

 Other assets

 Accounts payable and accrued liabilities

 1,741

 Net cash provided (used) by operating activities

 ( 3,469

)

 ( 2,654

)

 Cash flows from financing activities:

 Proceeds from loan(s) payable – related party

 3,198

 -

 Net cash provided (used) by financing activities

 3,198

 -

 Net change in cash and cash equivalents

 ( 271

)

 ( 2,654

)

 Cash and cash equivalents at beginning of year

 3,003

 Cash and cash equivalents at end of year

 $

 $

 Supplemental cash flow disclosure:

 Income taxes refunded (paid)

 $

 -

 $

 -

 Interest expense paid on accounts payable

 $

 $

 The accompanying notes are an integral part of these consolidated financial statements.

 Note 1 – Organization and Going Concern

 AmBase Corporation
 (the "Company" or "AmBase") is a Delaware corporation that was incorporated in 1975. AmBase is a holding company. At December 31, 2023, the Company's assets consisted of cash and cash equivalents. The Company is engaged in the management of its
 assets and liabilities.

 A fundamental
 principle of the preparation of financial statements in accordance with GAAP is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement
 of liabilities occurring in the ordinary course of business. In accordance with this requirement, the Company has prepared its accompanying consolidated financial statements assuming the Company will continue as a going concern.

 The Company has
 incurred operating losses and used cash for operating activities for the past several years. The Company has continued to keep operating expenses at a reduced level; however, there can be no assurance that the Company's current level of operating
 expenses will not increase or that other uses of cash will not be necessary. The Company believes that based on its current level of operating expenses, its existing cash and cash equivalents may not be sufficient to cover operating cash needs
 through the twelve month period from the financial statement reporting date. Based on the above factors, management determined there is substantial doubt about the Company's ability to continue as a going concern within one year after the date
 that the financial statements are issued. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include adjustments to the carrying value
 of assets and liabilities, which might be necessary should the Company not continue in operation.

 In order to continue
 as a going concern, the Company must take steps to manage its current level of cash and cash equivalents, through various ways, including but not limited to, raising additional capital through the sale of equity or debt securities or long term
 borrowings, which may include additional borrowings from affiliates of the Company, reducing operating expenses, and seeking recoveries from various sources. There can be no assurance that the Company will be able to adequately implement these
 cash management measures, in whole or in part or raise capital or obtain financing on terms acceptable to the Company, if at all. On February 28, 2024, the Company commenced an offering of common stock and entered into a securities purchase
 agreement with an affiliate of the Company as standby purchaser for the entire amount of securities being offered. For additional information about this offering, including the material terms and conditions of the offering and information about
 how stockholders may subscribe for shares in the offering, including the form of subscription agreement to be entered into between the Company and subscribing stockholders, see Note 11.

 In June 2013, the
 Company purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located at 105 through 111 West 57th Street in New York, New York (the "111 West 57th Property").
 The Company is engaged in material disputes and litigation with regard to the 111 West 57th Property. Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the "Strict Foreclosure", (as defined and as
 further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company's equity investment in the 111
 West 57th Property represented a substantial portion of the Company's assets and net equity value.

 For additional
 information regarding the Company's recording of an impairment of its equity investment in the 111 West 57th Property in 2017 and the Company's legal proceedings relating to the 111 West 57th Property, including the Company's challenge to the
 Strict Foreclosure, see Note 3 and Note 8.

 While the Company's
 management is evaluating future courses of action to protect and/or recover the value of the Company's equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be
 successful. Any such efforts are likely to require sustained effort over a period of time and substantial additional financial resources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on
 the Company's financial condition and future prospects. The Company can give no assurances with regard if it will prevail with respect to any of its claims.

 Note 2 - Summary of Significant Accounting Policies

 Basis of Accounting

 The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
 ("GAAP").

 Use of estimates

 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, that it deems reasonable, that
 affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
 differ from such estimates and assumptions.

 Principles of consolidation

 The consolidated financial statements are comprised of the accounts of the Company and its wholly owned subsidiaries. All material intercompany
 transactions and balances have been eliminated.

 Equity method investment

 Investments and ownership interests are accounted for under the equity method of accounting if the Company has the ability to exercise significant
 influence, but not control (under GAAP), over the investment. Investments accounted for under the equity method are carried at cost, plus or minus the Company's equity in the increases and decreases in the net assets after the date of acquisition
 and certain other adjustments. The Company's share of income or loss for equity method investments is recorded in the consolidated statements of operations as equity income (loss). Dividends received, if any, would reduce the carrying amount of
 the Company's investment.

 Cash and cash equivalents

 Highly liquid investments, consisting principally of funds held in short-term money market accounts, with original maturities of less than three
 months, are classified as cash equivalents. The majority of the Company's cash and cash equivalents balances are maintained with a limited number of major financial institutions. Cash and cash equivalents balances at institutions may, at times, be
 above the Federal Deposit Insurance Corporation insured limit per account.

 Income taxes

 The Company and its domestic subsidiaries file a consolidated federal income tax return. The Company recognizes both the current and deferred tax
 consequences of all transactions that have been recognized in the consolidated financial statements, calculated based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are
 recognized immediately when a more likely than not criterion is met; that is, a greater than 50% probability exists that the tax benefits will actually be realized sometime in the future. For additional information including a discussion of income
 tax matters see Note 7.

 Earnings per share

 Basic earnings per share ("EPS") excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares
 outstanding for the period. The Company has no stock options or securities outstanding which could be potentially dilutive.

 New Accounting Pronouncements

 In June 2016, the FASB issued ASU
 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU and its related amendments (collectively, the "Credit Loss Standard") modifies the impairment model to utilize an expected
 loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, contract assets and off-balance sheet credit exposures. The Credit Loss Standard requires consideration of a broader range of
 information to estimate expected credit losses, including historical information, current economic conditions, and a reasonable forecast period. This Credit Loss Standard requires that the statement of operations reflect estimates of expected
 credit losses for newly recognized financial assets as well as changes in the estimate of expected credit losses that have taken place during the period, which may result in earlier recognition of certain losses. We adopted this standard effective
 January 1, 2023, and this standard did not have a material impact on the Company's consolidated financial statements.

 Note 3 – Investment in 111 West 57 th Partners LLC

 In June 2013, the Company purchased an equity interest in the 111 West 57 th
 Property. The Company is engaged in material disputes and litigation with regard to the 111 West 57 th Property. Despite ongoing litigation challenging the legitimacy
 of the actions taken in connection with the "Strict Foreclosure", (as defined below and as further discussed herein), the Company recorded an impairment for the full amount of its equity investment in the 111 West 57th Property in 2017.

 For additional information regarding the Company's 111 West 57 th
 Property equity investment, events leading up to the Strict Foreclosure, the Company's recording of an impairment of its equity investment in the 111 West 57 th
 Property and the Company's legal proceedings relating to the 111 West 57 th Property, including the Company's challenge to the Strict Foreclosure, see herein below and Note 8.

 In June 2013, 111 West 57 th Investment LLC ("Investment LLC"), a then
 newly formed subsidiary of the Company, entered into a joint venture agreement (as amended, the "JV Agreement") with 111 West 57th Sponsor LLC (the "Sponsor"), pursuant to which Investment LLC invested (the "Investment") in a real estate
 development property to purchase and develop the 111 West 57 th Property. In consideration for making the Investment, Investment LLC was granted a membership interest
 in 111 West 57 th Partners LLC ("111 West 57 th Partners"), which indirectly acquired
 the 111 West 57 th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date"). The Company also indirectly contributed an additional amount to
 the Joint Venture in exchange for an additional indirect interest in the Joint Venture. Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Company recorded its investment in 111 West 57 th Partners utilizing the equity method of accounting. The Joint Venture plans were to redevelop the 111 West 57 th Property into a luxury residential tower and retail project.

 Amounts relating to the Company's initial June 2013 investment in the 111 West 57 th Property follow:

 ($ in thousands)

 Company's aggregate initial investment

 $

 57,250

 Company's aggregate initial membership interest %

 60.3

 %

 The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.

 In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10%
 subordinated participation interest in Investment LLC to the Company's Chairman, President and Chief Executive Office, Mr. Richard A. Bianco ("Mr. R.A. Bianco"), as a contingent future incentive for Mr. R.A. Bianco's past, current and anticipated
 ongoing role to develop and commercialize the Company's equity investment in the 111 West 57th Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R.A. Bianco has no voting rights with respect to his
 interest in Investment LLC, and his entitlement to receive 10 % of the distributions from Investment LLC is subject to the Company
 first receiving distributions equal to 150 % of the Company's initial aggregate investment in Investment LLC and the Joint Venture,
 plus any additional investments by the Company, and only with respect to any distributions thereafter. At the current time, the Company has not expensed nor accrued any amounts relating to this subordinated participation interest, as no amount or
 range of amounts can be reasonably estimated or assured.

 During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111
 West 57 th Property, the Company's management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57 th Property and the Company's financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West
 57th Property. Nonetheless, the Company sought to limit dilution of its interest in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return
 requirements (with attendant dilution and possible loss of voting rights) that obtaining a replacement third-party investor would require. The Company, therefore, entered into a second amended and restated operating agreement for Investment LLC
 ("Second Amended and Restated Investment Operating Agreement") pursuant to which Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57 th Property, available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its capital, and, thereafter, available cash is split 10/90, with 10% going to Mr. R.A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its pro-rata share based on capital contributed and the Company receiving the balance. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. R.A. Bianco nor Capital LLC has any voting rights with respect to their interest and
 investment in Investment LLC.

 In accordance with the JV Agreement, shortfall capital contributions may be treated either as a member loan or as a dilutive capital contribution as
 set forth in the JV Agreement. The Sponsor deemed the shortfall capital contributions as dilutive capital contributions to the Company. The Company disagrees with the Sponsor's investment percentage calculations. The Sponsor has taken the position
 that the capital contribution requests, if taken together, would have caused the Company's combined ownership percentage to be diluted below the Company's initial membership interest percentage. The parties have a dispute with regard to the
 calculation of the revised investment percentages resulting from the capital contribution requests, along with the treatment and allocation of these shortfall capital contribution amounts.

 On June 30, 2015, 111 West 57 th Partners obtained financing for the
 111 West 57 th Property. The financing was obtained in two parts: (i) a first mortgage construction loan with AIG Asset Management (US), LLC (along with its
 affiliates "AIG"); and (ii) a mezzanine loan with Apollo Commercial Real Estate Finance, Inc. (along with its affiliates "Apollo"), as detailed herein. Both loans initially had certain repayment term dates with extension option(s) subject to
 satisfying certain conditions. The loan agreements (the "Loan Agreements") also include customary events of default and other customary terms and conditions. Simultaneously with the closing of the AIG and the Apollo financing, 111 West 57 th Partners repaid all outstanding liabilities and obligations to Annaly CRE, LLC under the initial mortgage and acquisition loan agreement, dated June 28, 2013, between
 the joint venture entities and Annaly CRE, LLC. The remaining loan proceeds were to be drawn down and used as necessary for construction and related costs, loan interest escrow and other related project expenses for development of the 111 West 57 th Property.

 In April 2016, the Company initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, ( "AmBase v. 111 West 57 th Sponsor LLC, et al.") (the " Sponsor Action"). The defendants in that litigation include 111 West 57th Sponsor LLC, Kevin Maloney, Michael Stern, and various members and affiliates, Liberty Mutual Insurance Company, and Liberty Mutual Fire
 Insurance Company (collectively, "Defendants") and nominal defendants 111 West 57th Partners LLC and 111 West 57th Mezz 1 LLC. For additional information with regard to the Company's legal proceedings relating to the 111 West 57 th Property, see Note 8.

 In December 2016, the Sponsor proposed for approval a "proposed budget" (the "Proposed Budget"), which the Sponsor claims reflected an increase in
 other costs resulting in the need for additional funding in order to complete the project. The Company disputes, among other items, the calculation of the percentage increase of hard costs shown in the Proposed Budget. The Company believes the
 aggregate projected hard costs in the Proposed Budget exceed a contractually stipulated limit as a percentage of the hard costs set forth in the prior approved budget, thus allowing Investment LLC the option to exercise its equity put right as set
 forth in the JV Agreement (the "Equity Put Right"). Consequently, subsequent to the Sponsor's presentation of the Proposed Budget, Investment LLC notified the Sponsor that it was exercising its Equity Put Right pursuant to the JV Agreement. The
 Sponsor refused to honor the exercise of Investment LLC's Equity Put Right. The Sponsor claims, among other things, that the conditions precedent were not met because it claims that the increase in aggregate hard costs in the Proposed Budget does
 not exceed the contractually stipulated limit that would allow the exercise of the Equity Put Right.

 The Company further contends that a portion of the Proposed Budget increases are manager overruns (as defined in the JV Agreement) and thus should be
 paid for by the Sponsor. The Sponsor denies that the Proposed Budget increases were manager overruns. The Company continues to challenge the nature and substance of the Proposed Budget increases and how they should be treated pursuant to the JV
 Agreement.

 The Sponsor claimed that additional borrowings were needed to complete the project. Shortly thereafter, the Sponsor informed the Company that Apollo
 had indicated that due to budget increases, it believed the current loan was "out of balance" (meaning, according to Apollo, the projected budget exceeds the original budget approved in connection with the loan); and thus 111 West 57th Partners
 LLC, or its subsidiaries would need additional funding in order to bring the loan back into balance. The Company considered approving the additional financing but informed the Sponsor that it had concerns about the Proposed Budget and the
 implications of the Proposed Budget, as well as other questions which needed to be addressed first.

 Around this time, Apollo provided loan forbearances to the borrowers and guarantors to allow the Sponsor time (while the building continued to be
 built) to raise the additional financing that Sponsor claimed would be needed to complete the 111 West 57th project. This forbearance period ended on June 29, 2017. Around this date, the Company was advised that Apollo sold a portion of the
 mezzanine loan—broken off as a junior mezzanine loan—to an affiliate of Spruce Capital Partners LLC ("Spruce") (the "Junior Mezzanine Loan").

 On June 30, 2017, Spruce declared an event of default under the Junior Mezzanine Loan and demanded immediate payment of the full outstanding balance of
 the Junior Mezzanine Loan. Spruce then gave notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the joint venture members' collective interest in the property) in full satisfaction of the joint
 venture's indebtedness under the Junior Mezzanine Loan (i.e., a "Strict Foreclosure").

 On July 25, 2017, the
 Company filed a complaint against Spruce and the Sponsor and requested injunctive relief halting the Strict Foreclosure from the New York State Supreme Court for New York County, (the "NY Court") Index No. 655031/2017, (the "Lender Action"). The
 defendants in the Lender Action were 111 W57 Mezz Investor, LLC, Spruce Capital Partners LLC, 111 West 57th Sponsor LLC, Michael Z. Stern, and Kevin P. Maloney (collectively, "Defendants") and nominal defendants 111 West 57th Partners LLC and 111
 West 57th Mezz 1 LLC. The Company has since voluntarily discontinued its claims against Sponsor, Stern, and Maloney, without prejudice to reinstating them in the Lender Action or any other action. For additional information with regard to the
 Lender Action, see Note 8.

 On August 30, 2017, Spruce issued a Notice of Retention of Pledged Collateral in Full Satisfaction of Indebtedness. By purporting to accept the pledged
 collateral, pursuant to a Strict Foreclosure process, Spruce claims to have completed the retention of the collateral pledged by the junior mezzanine borrower, and therefore, the Company's interest in the 111 West 57th Property (the "Strict
 Foreclosure"). Despite ongoing litigation challenging the legitimacy of the actions taken in connection with the Strict Foreclosure, the Company recorded an impairment for the full amount of its equity investment in the 111 West 57 th Property in 2017. Prior to the Strict Foreclosure, the carrying value of the Company's equity investment in the 111 West 57 th Property represented a substantial portion of the Company's assets and net equity value.

 For additional
 information regarding the Company's legal proceedings relating to the 111 West 57th Property, including the Company's challenge to the Strict Foreclosure, see Note 8.

 With respect to its
 disputes and litigation relating to its interest in the 111 West 57th Property, the Company is pursuing, and will continue to pursue, other options to realize the Company's investment value, various legal courses of action to protect its legal
 rights, recovery of its asset value from various sources of recovery, as well as considering other possible economic strategies, including the possible sale of the Company's interest in and/or rights with respect to the 111 West 57th Property;
 however, there can be no assurance that the Company will prevail with respect to any of its claims.

 The Company can give
 no assurances regarding the outcome of the matters described herein, including as to the effect of Spruce's actions described herein, whether the Sponsor will perform their contractual commitments to the Company under the JV Agreement, as to what
 further action, if any, the lenders may take with respect to the project, as to the ultimate resolution of the ongoing litigation proceedings relating to the Company's investment interest in the 111 West 57th Property, as to the ultimate effect
 of the Sponsor's, the Company's or the lenders' actions on the project, as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57th
 Property.

 While the Company's
 management is evaluating future courses of action to protect and/or recover the value of the Company's equity investment in the 111 West 57th Property, the adverse developments make it uncertain as to whether any such courses of action will be
 successful. Any such efforts are likely to require sustained effort over a period of time and substantial additional financial resources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on
 the Company's financial condition and future prospects. The Company can give no assurances with regard to if it will prevail with respect to any of its claims.

 Note 4 - Savings Plans

 The Company sponsors the AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k) Plan" within the meaning of
 the Internal Revenue Code of 1986, as amended (the "Code"). The Savings Plan permits eligible employees to make contributions of a percentage of their compensation, which are matched by the Company at a percentage of the employees' elected
 deferral. Employee contributions to the Savings Plan are invested at the employee's discretion in various investment funds. The Company's matching contributions are invested in the same manner as the compensation reduction contributions. All
 contributions are subject to the maximum limitations contained in the Code.

 The Company's matching contributions to the Savings Plan, charged to expense, were as follows:

 ($ in thousands)

 2023

 2022

 Company matching contributions

 $

 $

 Employer match %

 %

 %

 Note 5 - Stockholders' Equity

 Authorized common stock consists of the following:

 (shares in thousands)

 2023

 2022

 Par value

 $

 0.01

 $

 0.01

 Authorized shares

 85,000

 85,000

 Issued shares

 46,410

 46,410

 Outstanding shares

 Authorized cumulative preferred stock consists of the following:

 (shares in thousands)

 2023

 2022

 Par value

 $

 0.01

 $

 0.01

 Authorized shares

 20,000

 20,000

 Issued shares

 -

 -

 Outstanding shares

 -

 -

 Changes in the outstanding shares of Common Stock of the Company are as follows:

 2023

 2022

 Common stock outstanding at beginning of period

 Common stock repurchased for treasury

 -

 -

 Issuance of treasury stock

 -

 -

 Common stock outstanding at end of period

 Changes in the treasury shares of Common Stock of the Company are as follows:

 2023

 2022

 Treasury stock held at beginning of period

 5,672

 5,672

 Common stock repurchased for treasury

 -

 -

 Issuance of treasury stock

 -

 -

 Treasury stock held at end of period

 5,672

 5,672

 Common Stock Repurchase Plan

 The Company's common stock repurchase plan (the "Repurchase Plan") allows for the repurchase by the Company of its common stock in the open market.
 The Repurchase Plan is conditioned upon favorable business conditions and acceptable prices for the common stock. Purchases under the Repurchase Plan may be made, from time to time, in the open market, through block trades or otherwise. Depending
 on market conditions and other factors, purchases may be commenced or suspended at any time or from time to time without prior notice. Pursuant to the Repurchase Plan, the Company has repurchased shares of common stock from unaffiliated parties at
 various dates at market prices at their time of purchase, including broker commissions. Due to the Company's current financial condition and ongoing litigation proceedings, the Company does not anticipate that it will make any stock purchases
 pursuant to the Repurchase Plan in the next twelve months.

 Information relating to the Repurchase Plan is as follows:

 2023

 Common shares repurchased to treasury during the period

 -

 Aggregate cost of shares repurchased during the period

 $

 -

 2023

 Total number of common shares authorized for repurchase

 10,000

 Total number of common shares repurchased to date

 6,226

 Total number of shares that may yet be repurchased

 3,774

 Stockholder Rights Plan

 On March 27, 2019, the Company's Board of Directors adopted an amended and restated shareholder rights plan (the "New Rights Plan") pursuant to which
 the Board of Directors declared a dividend distribution of one right (a "Right") for each outstanding share of Common Stock of the
 Company on April 17, 2019. In connection with the New Rights Plan, the Company entered into an amended and restated rights agreement with American Stock Transfer & Trust Company, LLC, as rights agent (the "New Rights Agreement").

 Under the New Rights Plan, each Right entitles the holder to purchase from the Company one share of the Company's common stock, par value $ 0.01 per share (the "Common
 Stock"), at a price equal to 50 % of the then current market value of the Common Stock. The Rights are not exercisable until either a
 person or group of affiliated persons acquires 25 % or more of the Company's outstanding Common Stock or upon the commencement or
 disclosure of an intention to commence a tender offer or exchange offer for 20 % or more of the Common Stock. The Rights are redeemable
 by the Company at $ 0.01 per Right at any time until the earlier of 10 days following an accumulation of 20 % or more of the Company's shares by a
 single acquirer or group, or the occurrence of certain Triggering Events (as defined in the New Rights Agreement). In addition, the Board of Directors may, at its option and in its sole and absolute discretion, at any time after a Triggering
 Event, mandatorily exchange all or part of the then outstanding and exercisable Rights for consideration per Right consisting of 50 % of
 the securities that would be issuable at such time upon the exercise of one Right. The Rights Plan also provides certain administrative provisions that require a stockholder to make certain representations regarding its beneficial ownership of
 Company securities upon exercise or exchange of Rights. The Rights are subject to adjustment to prevent dilution and expire on March 27, 2029.

 Note 6 – Commitments and Contingencies

 Rent expense was as follows:

 ($ in thousands)

 2023

 2022

 Rent expense

 $

 $

 Approximate square feet of leased office space

 The Company rents on a short-term basis approximately 150
 square feet of office space in Coral Springs, Florida, and approximately 200 square feet of office space in Emerson, NJ.

 The Company follows the practical expedient method for the accounting of leases and has elected to follow the short-term lease accounting policy
 election which allows lessees not to recognize right-of-use assets and liabilities for leases with a term of 12 months or less.

 Note 7 - Income Taxes

 The components of income tax expense (benefit) are as follows:

 2023

 2022

 Federal - current

 $

 -

 $

 -

 State - current

 Total current

 Federal - deferred

 ( 1,105

)

 ( 729

)

 State - deferred

 ( 158

)

 ( 111

)

 Change in valuation allowance

 1,263

 Total deferred

 -

 -

 Income tax expense (benefit)

 $

 $

 The components of pretax income (loss) and the difference between income taxes computed at the statutory federal rate and the provision for income
 taxes are as follows:

 2023

 2022

 Income (loss) before income taxes

 $

 ( 5,270

)

 $

 ( 3,472

)

 Tax expense (benefit):

 Tax at statutory federal rate

 $

 ( 1,107

)

 $

 ( 729

)

 State income taxes

 ( 157

)

 ( 110

)

 Permanent items, tax credits and other adjustments

 -

 Change in valuation allowance

 1,263

 Income tax expense (benefit)

 $

 $

 A reconciliation of the United States federal statutory rate to the Company's effective income tax rate is as follows:

 2023

 2022

 Tax at statutory federal rate

 21.0

 %

 21.0

 %

 State income taxes

 3.0

 3.2

 Permanent items, tax credits and other adjustments

 -

 -

 Change in valuation allowance

 ( 24.0

)

 ( 24.2

)

 Effective income tax rate

 0.0

 %

 0.0

 %

 For the year ended December 31, 2023, the Company recorded an income tax expense of $ 1,000 attributable to a provision for a tax on capital imposed by the state jurisdictions.

 For the year ended December 31, 2022, the Company recorded an income tax expense of $ 1,000, attributable to a provision for a tax on capital imposed by the state jurisdictions.

 The utilization of net operating loss ("NOL") carryforwards are subject to limitations under U.S. federal income tax and various state tax laws. Based
 on the Company's federal tax returns as filed, the Company estimates it has approximately $ 133 million of federal NOL carryforwards
 available to reduce future federal taxable income which if not utilized will begin to expire in 2026 and continue to expire at various
 dates thereafter. Additionally, based on the Company's state tax returns as filed and to be filed, the Company estimates that it has approximately $ 238
 million of state NOL carryforwards to reduce future state taxable income which if not utilized will begin to expire in 2030 and continue
 to expire at various dates thereafter.

 The Company has not been notified of any potential tax audits by any federal, state, or local tax authorities. As such, the Company believes the statutes of
 limitations for the assessment of additional federal and state tax liabilities are generally closed for tax years prior to 2020. Interest and/or penalties related to uncertain tax positions, if applicable, would be included as a component of
 income tax expense (benefit). The accompanying financial statements do not include any amounts for interest and/or penalties.

 There is risk relating to assumptions regarding the outcome of tax matters, based in whole or in part upon consultation with outside advisors; risk
 relating to potential unfavorable decisions in tax proceedings; and risks regarding changes in, and/or interpretations of federal and state income tax laws. Moreover, applicable provisions of the Code and IRS regulations permit the IRS to challenge
 Company tax positions and filed returns or additional taxes for an extended period of time after such returns are filed. The Company can give no assurances as to the final outcome of any IRS review, if any.

 The Company was a plaintiff in a legal proceeding seeking recovery of damages from the United States Government for the loss of the Company's
 wholly-owned subsidiary, Carteret Savings Bank, F.A. (the "SGW Legal Proceedings"). A settlement agreement in the SGW Legal Proceedings between the Company, the Federal Deposit Insurance Corporation-Receiver ("FDIC-R") and the Department of
 Justice ("DOJ") on behalf of the United States of America (the "United States"), was executed (the "SGW 2012 Settlement Agreement") which was approved by the United States Court of Federal Claims (the "Court of Federal Claims") in October 2012. On
 August 6, 2013, Senior Judge Smith issued an opinion which addressed the relief sought by AmBase. In summary, the court held that the Settlement Agreement is a contract and that it entitles the Company to receive both "(1) the amount of the tax
 consequences resulting from taxation of the damages award plus (2) the tax consequences of receiving the first component." But the Court of Federal Claims did not award an additional amount for the second component at that time given the remaining
 uncertainty surrounding the ultimate tax treatment of the settlement proceeds and the gross-up, as well as uncertainty relating to the Company's future income. The Court of Federal Claims indicated that either the Company or the government is
 entitled to seek further relief "if, and when, the facts justify it."

 The Company's deferred tax asset, arising primarily from NOL carryforwards, is as follows:

 2023

 2022

 Deferred tax asset

 $

 41,784

 $

 40,520

 Valuation allowance

 ( 41,784

)

 ( 40,520

)

 Net deferred tax asset recognized

 $

 -

 $

 -

 A full valuation allowance remains on the remaining deferred tax asset amounts, as management has no basis to conclude that realization is more likely
 than not. Management does not believe that any significant changes in unrecognized income tax benefits are expected to occur over the next year.

 Note 8 - Legal Proceedings

 From time to time, the Company and its subsidiaries may be named as a defendant in various lawsuits or proceedings. At the
 current time except as set forth below, the Company is unaware of any legal proceedings pending against the Company. The Company intends to aggressively contest all litigation and contingencies, as well as pursue all sources for contributions to
 settlements. However, there can be no assurance that the Company will prevail with respect to any of its claims.

 The Company is a party to material legal proceedings as follows:

 AmBase Corp., et al. v. 111 West 57 th Sponsor LLC, et al. In April 2016, AmBase and
 certain of its subsidiaries and affiliates (collectively, the "Plaintiffs") initiated a litigation in the New York State Supreme Court for New York County (the "NY Court"), Index No. 652301/2016, ("AmBase v. 111 West 57th Sponsor LLC, et al.")
 (the "Sponsor Action"). The defendants in that litigation include 111 West 57th Sponsor LLC (the "Sponsor "), Kevin Maloney, Michael Stern, and various members and affiliates, Liberty Mutual Insurance Company, and Liberty Mutual Fire Insurance Company (collectively,
 "Defendants") and nominal defendants 111 West 57th Partners LLC and 111 West 57th Mezz 1 LLC. In the current version of the complaint, AmBase alleges that Defendants violated multiple provisions in the JV Agreement, including by failing to
 honor the exercise of AmBase's contractual "equity put right" as set forth in the JV Agreement (the "Equity Put Right") and by not objecting to the 2017 foreclosure of the junior mezzanine loan on the project, as well as fraudulent
 misrepresentation or omission. AmBase is seeking compensatory damages, punitive damages, indemnification and equitable relief, including a declaration of the parties' rights, and an accounting. The Company has also demanded from the Sponsor
 access to the books and records for the 111 West 57th Property which the Sponsor refused, claiming they have provided all books and records as required.

 The Defendants filed a motion to dismiss an earlier complaint, and on January 12, 2018, the NY Court issued an opinion
 allowing some of AmBase's claims to go forward and dismissing others ("2018 Order"). Among other claims that the NY Court declined to dismiss was AmBase's claim that the Defendants violated the implied covenant of good faith and fair dealing by
 frustrating AmBase's Equity Put Right. Claims that the NY Court dismissed included AmBase's claim that the Defendants breached their contract with AmBase by financing capital contributions for the project through funds obtained from third
 parties. On January 16, 2018, some of the Defendants wrote to the NY Court suggesting that the opinion contained certain clerical errors and was missing a page. On January 18, 2018, the NY Court removed its previous opinion from the docket and on
 January 29, 2018, posted a revised opinion. On April 13, 2018, AmBase filed a notice of appeal of the 2018 Order to the New York Supreme Court Appellate Division, First Judicial Department (the "Appellate Division"). On January 22, 2020, the
 Company filed a motion with the Appellate Division seeking to enlarge the time to perfect the Company's appeal of the 2018 Order, in light of an intervening removal to and remand from federal court. On July 2, 2020, the Appellate Division granted
 AmBase's motion and enlarged the time to perfect the Company's appeal to the October 2020 Term of the Appellate Division. On April 29, 2021, the Appellate Division affirmed Justice Bransten's dismissal of the claims on appeal, while the claims
 that were not previously dismissed remain pending in the trial court.

 On April 27, 2018, the Company filed a third amended complaint adding federal RICO claims, and new claims for declaratory
 judgment, breach of contract, fraud, and breach of fiduciary duty, based on information discovered during the course of discovery and events that have transpired since the Company filed its previous complaint in the Sponsor Action. On June 18,
 2018, Defendants removed the complaint to the U.S. District Court for the Southern District of New York (the "Federal Court"), where it was docketed as case number 18-cv-5482-AT.

 On October 25, 2018, the Federal Court issued an order granting Defendants' motion to dismiss the Company's RICO claims
 and declined to exercise supplemental jurisdiction over the Company's state-law claims, dismissing the latter claims without prejudice. On August 30, 2019, the U.S. Court of Appeals for the Second Circuit affirmed the Federal Court's dismissal of
 the federal RICO claims, vacated the Federal Court's dismissal of the state-law claims, and remanded with instructions for the Federal Court to remand those claims to the NY Court. On September 25, 2019, the Federal Court remanded the case to the
 NY Court, where it was assigned to the Honorable O. Peter Sherwood.

 On June 11, 2020, Defendants filed a motion with the NY Court to dismiss some of the state law claims asserted by the
 Company in the third amended complaint. On July 28, 2020, Plaintiffs filed a motion for leave to amend the third amended complaint, which Defendants opposed. The proposed complaint added, among other things, claims arising from certain
 defendants' role in the 2017 foreclosure of the junior mezzanine loan on the project. On July 22, 2021, the NY Court granted Plaintiffs leave to amend and denied the motion to dismiss without prejudice as moot in light of the Court's decision
 granting Plaintiffs leave to amend.

 On July 29, 2021, Plaintiffs filed their fourth amended complaint. On September 3, 2021, Defendants submitted a motion to
 dismiss the fourth amended complaint in part, which Plaintiffs opposed. On May 9, 2022, the NY Court issued a Decision and Order on Defendants' motion to dismiss, allowing some of AmBase's claims to go forward and dismissing others ("May 9, 2022
 Order"). The NY Court declined to dismiss AmBase's claims that the Defendants breached their contracts with AmBase by permitting transfers or encumbrances upon 111 West 57th Control LLC's membership interests in connection with third-party
 financing without seeking or obtaining prior written approval. The Court also declined to dismiss AmBase's claim that Defendants breached their obligations under the Development Agreement by, among other things, failing to use "commercially
 reasonable efforts" to plan, design, develop, construct, and obtain permits for the Property in a timely manner and failing to devote sufficient time and attention to its obligations under the Development Agreement.

 Claims that the NY Court dismissed included AmBase's claims that Defendants breached their contract with AmBase by making
 capital contributions to Sponsor from third parties; consenting to the strict foreclosure without obtaining AmBase's prior written approval in violation of the "Major Decisions" provision; refusing to cooperate and share information with AmBase's
 construction consultant; and engaging in fraud and intentional misconduct in violation of Joint Venture Agreement section 8.5. The NY Court also dismissed AmBase's claim that Defendants made fraudulent misrepresentations or omissions (as
 duplicative of the breach of contract claims) and other claims whose dismissal was compelled by a prior decision of the First Department, namely, AmBase's claims that Sponsor, Stern, and Maloney breached their fiduciary duties of loyalty; to
 impose a constructive trust on the insurance loss fund; and to impose a constructive trust on Stern's, Maloney's, JDS's, PMG's, and the construction manager's construction management fees and Stern's and Maloney's equity interest in the Project.
 Finally, the Court dismissed AmBase's current allegations that piercing certain of Defendants' corporate veils is warranted. On January 18, 2023, the Company filed a notice of appeal appealing the May 9, 2022 Order with regard to all defendants
 in the Sponsor Action and perfected the appeal on July 10, 2023.

 On November 28, 2023, the Appellate Division First Department issued its decision modifying the NY Court's decision in part and affirming the NY Court's
 decision in part. The First Department modified the NY Court's decision by reinstating Plaintiffs' breach of contract claim based on Defendants' refusing to cooperate and share information with AmBase's construction consultant and one part of
 Plaintiffs' fraudulent misrepresentation or omission claim asserted against one of the individual defendants. The First Department otherwise affirmed the NY Court's decision.

 Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company ("Liberty Mutual Defendants") were named as defendants in the fourth amended complaint. On September 30, 2021, the Liberty Mutual Defendants answered the fourth
 amended complaint and filed a counterclaim against the Company's subsidiaries for specific performance of a pledge agreement securing certain insurance policies issued for the Project. Plaintiffs replied to those counterclaims on October 20,
 2021. On March 14, 2024, the parties filed a Stipulation of Discontinuance Against Liberty Mutual Insurance Company and Liberty Mutual Fire Insurance Company whereby all causes of action, counterclaims, and cross-claims by and against the
 Liberty Mutual Defendants were discontinued without prejudice. The Court entered the Stipulation on March 15, 2024.

 On January 30, 2023, Sponsor, Stern, Maloney, and various defendant members and affiliates filed their answer and
 asserted counterclaims against the Company's subsidiaries for breach of the Joint Venture Agreement in connection with a proposed refinancing of the Project in 2016. Plaintiffs replied to those counterclaims on February 21, 2023. Discovery in the
 case is currently ongoing. For additional information with regard to the Company's investment in the 111 West 57 th Property, including the foreclosure, see Note 3.

 AmBase Corp., et al. v. Spruce Capital Partners, et al. In July
 2017, the Company initiated a second litigation in the NY Court, Index No. 655031/2017, (the "Lender Action"). The defendants in the 111 West 57 th Spruce action were 111 W57 Mezz Investor, LLC ("Spruce"), Spruce Capital Partners LLC,
 111 West 57th Sponsor LLC, Michael Z. Stern, and Kevin P. Maloney and nominal defendants 111 West 57th Partners LLC and 111 West 57 th Mezz 1 LLC. The Company has since voluntarily discontinued its claims against Sponsor, Stern, and
 Maloney, without prejudice to reinstating them in the 111 West 57 th Spruce Action or any other action.

 Spruce had given notice to the junior mezzanine borrower that it proposed to accept the pledged collateral (including the
 joint venture members' collective interest in the property) in full satisfaction of the joint venture's indebtedness under the Junior Mezzanine Loan (i.e., a "Strict Foreclosure"). After the Sponsor refused to object to Spruce's proposal on
 behalf of the junior mezzanine borrower, and Spruce refused to commit to honor Investment LLC's objection on its own behalf, the Company initiated the 111 West 57 th Spruce Action to obtain injunctive relief halting the Strict
 Foreclosure. For additional information on the events leading to this litigation see Note 3.

 On July 26, 2017, the NY Court issued a temporary restraining order barring Spruce from accepting the collateral, pending
 a preliminary injunction hearing scheduled for August 14, 2017. Spruce and the Sponsor subsequently filed papers in opposition to the request for a preliminary injunction and cross-motions to dismiss and quash subpoenas. On August 14, 2017, the
 NY Court postponed the hearing until August 28, 2017, keeping the temporary restraining order preventing a Strict Foreclosure in effect until the August 28, 2017 hearing. Subsequently, the Company filed a response brief in support of their
 request for injunctive relief halting the Strict Foreclosure process and in opposition to the motions to quash the subpoenas.

 On August 28, 2017, the NY Court held a preliminary injunction hearing, lifted the temporary restraining order, denied
 Plaintiffs' request for a preliminary injunction, and granted Defendants' cross-motions. In order to prevent the Strict Foreclosure process from going forward, the Company immediately obtained an interim stay from the New York Supreme Court
 Appellate Division, First Judicial Department ("Appellate Division"). That stay remained in place until August 29, 2017, permitting the Company to obtain an appealable order, notice an appeal, and move for a longer-term stay or injunctive relief
 pending appeal. The Appellate Division held a hearing on August 29, 2017, to consider the Company's motion for an interim stay or injunctive relief pending appeal, both of which it denied, thus allowing the purported Strict Foreclosure to move
 forward.

 In January 2019, the Appellate Division issued a decision that resolves the Company's appeal from the order denying a
 preliminary injunction and dismissing its claims. The Appellate Division affirmed the decision below in part and otherwise dismissed the appeal. It noted that the Company should be allowed to move for leave to amend to state claims for damages
 and/or the imposition of a constructive trust, as the dismissal of the Company's claims was without prejudice.

 On May 3, 2019, the Company's subsidiary, Investment LLC, entered into a stipulation with Spruce to amend the complaint in
 the Lender Action to state claims against Spruce for breaches of the Uniform Commercial Code and Pledge Agreement and various torts. The amended complaint seeks the entry of a declaratory judgment, the impression of a constructive trust,
 permanent injunctive relief restraining Spruce from disposing of or encumbering the 111 West 57 th Property, and damages, including punitive damages. The amended complaint did not name the Company as a plaintiff or
 Spruce Capital Partners as a defendant. On May 31, 2019, Spruce filed a motion to dismiss the amended complaint. On January 29, 2020, the Court entered a decision and order granting in part and denying in part Spruce's motion to dismiss the
 amended complaint. On February 26, 2020, Spruce filed a notice of appeal to the Appellate Division seeking the appeal of the January 29, 2020 order. On March 4, 2020, Investment LLC filed a notice of cross-appeal to the Appellate Division,
 seeking to appeal the January 29, 2020 order to the extent the NY Court dismissed some of Investment LLC's claims. On March 30, 2021, the Appellate Division issued a decision and order revising the January 29, 2020, order by reinstating
 Investment LLC's derivative claim for breach of the covenant of good faith and fair dealing and dismissing the remaining claims.

 While the appeal was pending, the parties to the Lender Action conducted discovery. On April 13, 2021, Investment LLC
 moved for leave to file a Second Amended Complaint to (1) bolster its factual allegations against the existing Defendant, (2) add claims against Spruce Capital Partners, Joshua Crane, and Robert Schwartz ("Spruce Defendants"), Arthur Becker and
 his affiliates ("Atlantic Defendants"), Apollo and its affiliates ("Apollo Defendants"), and AIG and its affiliates ("AIG Defendants"). On September 30, 2021, the Court granted the motion, and Investment LLC filed its Second Amended Complaint on
 the same day. On November 22, 2021, the various defendants filed separate motions to dismiss the claims against them. On December 13, 2021, Investment LLC filed a combined opposition to the motions. The defendants filed their replies on January
 7, 2022.

 On May 17, 2022, Plaintiff in the Lender Action filed a motion requesting that the court hold oral argument on the pending
 motions to dismiss. The court granted the motion and heard argument on July 22, 2022. During argument, counsel for Plaintiff made an oral motion to amend the complaint to add an express allegation that Defendants committed the tort of
 interference with contractual relations by procuring Sponsor's breach of the implied covenant of good faith and fair dealing in the JV Agreement. The court called for supplemental briefs on the issue, which were filed on August 5, 2022.

 On December 15, 2022, the NY Court issued a decision and order granting in part and denying in part the motions to dismiss
 ("December 15, 2022 Order"). Specifically, the NY Court declined to dismiss Plaintiff's claims against Spruce and ACREFI Mortgage Lending, LLC, Apollo Credit Opportunity Fund III AIV I LP, and AGRE Debt 1 – 111 W 57, LLC ("Apollo Lenders") for
 breach of the Pledge Agreement in connection with the strict foreclosure. The NY Court dismissed Plaintiff's claims for tortious interference with contract against the Spruce Defendants, AIG Defendants, and Apollo Defendants, and Plaintiff's
 claim for unjust enrichment against the Atlantic Defendants.

 On January 3, 2023, the Apollo Lenders filed a notice of appeal to the Appellate Division seeking review of the December
 15, 2022 Order. On January 18, 2023, the Company filed notices of appeal and cross-appeal appealing the December 15, 2022, Order with regard to all Defendants. On August 9, 2023, pursuant to mutual agreement with the Company and the AIG
 Defendants, the Company filed a stipulation to withdraw its appeal against the AIG Defendants. Following briefing and oral argument, the Appellate Division First Department issued its decision on October 5, 2023. The First Department modified
 the NY Court's decision to dismiss Plaintiff's claim against the Apollo Lenders for breach of the Pledge Agreement in connection with the strict foreclosure, and otherwise affirmed the NY Court's decision. On November 3, 2023, Plaintiff filed
 motions for leave to appeal the First Department's decision to the Court of Appeals in both the First Department and the Court of Appeals. On December 19, 2023, the First Department denied Plaintiff's motion for leave to appeal to the Court of
 Appeals, which concerned Plaintiff's claim against the Apollo Lenders for breach of the Pledge Agreement in connection with the strict foreclosure and Plaintiff's claims against the Spruce Defendants and Apollo Lenders for tortious interference
 with contract.

 On January 13, 2023, the Apollo Lenders filed their answer and affirmative defenses to the Company's Second Amended
 Complaint together with crossclaims against 111 W57th Mezz Investor LLC, Spruce Capital Partners LLC, Joshua Crane, Robert Schwartz, Michael Stern, Kevin Maloney, 111 West 57th Sponsor LLC, 111 West 57th Control LLC, and 111 West 57th Manager LLC
 (the "Crossclaim Defendants"). The crossclaims are for (1) contribution against all Crossclaim Defendants; (2) indemnification against 111 W57th Mezz Investor LLC, Spruce Capital, Crane, and Schwartz; and (3) a declaratory judgment that 111 W57th
 Mezz Investor LLC, through Spruce Capital, Crane, and Schwartz, has indemnified the Apollo Lenders against any and all loss that the Apollo Lenders have incurred or may incur in defending against this case. On January 23, 2023, the Apollo Lenders
 filed a notice of voluntary discontinuance without prejudice, voluntarily discontinuing their first crossclaim for contribution only as it is brought against Stern, Maloney, Sponsor, 111 West 57th Control LLC, and 111 West 57th Manager LLC.

 On January 30, 2023, Defendant 111 W57 Mezz Investor LLC filed its answer to Plaintiff's Second Amended Complaint. Because
 the Court has resolved the motions to dismiss, discovery has recommenced, and Plaintiffs are actively seeking the production of documents.

 Since the Company is not a party to the Loan Agreements, it does not have access to communications with the lenders,
 except for those individual communications that the Sponsor has elected to share or that have been produced in the ongoing litigation. The Company has continued to demand access to such information, including access to the books and records for
 the 111 West 57 th
 Property both under the JV Agreement and as part of the Sponsor Action and the Lender Action. For additional information with regard to the Company's investment in the 111 West 57 th Property and the Company's recording of an impairment of its equity investment in
 the 111 West 57 th
 Property in 2017, see Note 3.

 111 West 57th Investment LLC, et al. v. Kasowitz Benson Torres LLP, et al.,
 No. 151139/2024 (N.Y. Sup. Ct.). On February 6, 2024, 111 West 57th Investment LLC, derivatively on behalf of 111 West 57th Partners LLC and 111 West 57th Mezz 1 LLC, and 111 West 57th Manager Funding LLC,
 derivatively on behalf of 111 West 57th Manager LLC (collectively, "Plaintiffs"), filed a Summons with Notice against Kasowitz Benson Torres LLP and Douglas B. Heitner (collectively, "Defendants") in the Supreme Court of the State of New York,
 County of New York. Plaintiffs' claims arise out of Defendants' representation of 111 West 57th Partners LLC, 111 West 57th Mezz 1 LLC, and 111 West 57th Manager LLC in connection with the real estate development project of 111 West 57th Street
 (the "Project") and related financing and other transactions, while simultaneously representing persons and entities with interests adverse to and in conflict with 111 West 57th Partners LLC's, 111 West 57th Mezz 1 LLC's, and 111 West 57th
 Manager LLC's interests (and the interests of other members of these represented entities), including but not limited to: 111 West 57th Sponsor LLC, 111 West 57th Control LLC, 111 West 57th Developer LLC, 111 Construction Manager LLC, Michael
 Stern, JDS Construction Group LLC, and JDS Development LLC. Specifically, in representing 111 West 57th Partners LLC, 111 West 57th Mezz 1 LLC, and 111 West 57th Manager LLC throughout the restructuring of the financing and the raising of
 capital for the Project, including, without limitation, the New York Uniform Commercial Code "strict foreclosure" in 2017 on the Project, Defendants acted to the detriment of these clients to benefit their other, longtime clients, resulting in
 111 West 57th Partners LLC losing an extremely valuable asset in the strict foreclosure. Plaintiffs seek to recover money damages, improperly paid legal fees, costs, attorneys' fees, and such other relief as is just and proper (together with
 interest thereon). Plaintiffs allege that they have suffered damages and demand relief of no less than $ 100 million, improperly paid
 legal fees, and Plaintiffs' own attorneys' fees and costs. For additional information with regard to the Company's investment in the 111 West 57th Property, see Note 3.

 AmBase Corp., et
 al. v. ACREFI Mortgage Lending LLC, et al. In June 2018, the Company initiated another litigation in the NY Court, Index No. 655031/2017, (the
 "Apollo Action"). The defendants in the Apollo Action were ACREFI Mortgage Lending, LLC, Apollo Credit Opportunity Fund III AIV I LP, AGRE Debt 1 – 111 W 57, LLC, and Apollo Commercial Real Estate Finance, Inc. (collectively, the "Apollo
 Defendants"). In the Apollo Action, the Company alleged that the Apollo Defendants aided and abetted the Sponsor, Stern, and Maloney in breaching their fiduciary duties to the Company in connection with the 111 West 57th Property and tortiously
 interfered with the JV Agreement. The Company was seeking damages as well as punitive damages for tortious interference with the JV Agreement and aiding and abetting the Sponsor's breaches of their fiduciary duties to the joint venture. The
 Apollo Defendants filed a motion to dismiss on August 17, 2018. On October 22, 2019, the NY Court entered an order dismissing the Company's complaint in the Apollo Action in its entirety. On November 8, 2019, the NY Court entered judgment (the
 "Apollo Dismissal") dismissing the Apollo Action in favor of the Apollo Defendants. On December 10, 2019, the Company filed a notice of appeal seeking the appeal of the Apollo Dismissal. On August 7, 2020, the Company perfected its appeal of the
 Apollo Dismissal. After Investment LLC filed its motion to amend the complaint in the Lender Action to add claims against Apollo, the parties to the Apollo Action filed a stipulation to withdraw the appeal in the Apollo Action. For additional
 information with regard to the Company's investment in the 111 West 57th Property, see Note 3.

 AmBase Corp., et al. v. Custom House Risk Advisors, Inc., et al. On April 2, 2020, the Company initiated litigation in the United
 States District Court for the Southern District of New York, Case No. 1:20-cv-02763-VSB (the "Custom House Action"). The defendants in the Custom House Action are Custom House Risk Advisors, Inc. and Elizabeth Lowe (collectively, the "Custom
 House Defendants"). In the Custom House Action, the Company alleges that the Custom House Defendants (a) aided and abetted Sponsor, Stern, and Maloney in breaching their fiduciary duties to the Company by structuring an insurance policy to the
 personal benefit of Sponsor, Stern and Maloney and the detriment of the 111 West 57th Project and concealing the structure and ownership of the insurance policy from the Company and (b) committed fraud by making material misrepresentations
 about the terms of the policy to the Company, inducing the Company to contribute additional capital to the 111 West 57th Project to cover the costs of the insurance policy. The Company is seeking damages as well as disgorgement of profits the
 Custom House Defendants earned from their wrongful conduct. On April 10, 2020, the Custom House Defendants waived service of process. The Custom House Defendants were required to respond to the complaint by June 8, 2020. The Custom House
 Defendants have not responded to the Company's complaint. In an agreement dated July 31, 2020, the Company and the Custom House Defendants agreed to certain terms for a settlement and entered into a settlement agreement which requires that the
 Custom House Defendants satisfy certain conditions prior to any dismissal of the Custom House Action. On December 6, 2021, the Court approved a stipulation dismissing the Company's claims and agreed to retain jurisdiction to enforce the
 settlement agreement. For additional information with regard to the Company's investment in the 111 West 57 th Property, see Note 3.

 With respect to its disputes and litigation relating to its interest in the 111 West 57th Property, the Company is
 pursuing, and will continue to pursue, other options to realize the Company's investment value, various legal courses of action to protect its legal rights, recovery of its asset value from various sources of recovery, as well as considering
 other possible economic strategies, including the possible sale of the Company's interest in and/or rights with respect to the 111 West 57 th Property; however, there can be no assurance that the
 Company will prevail with respect to any of its claims.

 The Company can give no assurances regarding the outcome of the matters described herein, including as to the
 effect of Spruce's actions described herein, whether the Sponsor will perform their contractual commitments to the Company under the JV Agreement, as to what further action, if any, the lenders may take with respect to the project, as to the
 ultimate resolution of the ongoing litigation proceedings relating to the Company's investment interest in the 111 West 57 th Property, as to the ultimate effect of the Sponsor's, the Company's or the lenders' actions on the project,
 as to the completion or ultimate success of the project, or as to the value or ultimate realization of any portion of the Company's equity investment in the 111 West 57 th Property. For additional information with regard to the
 Company's investment in the 111 West 57 th Property, see Note 3.

 While the Company's management is evaluating future courses of action to protect and/or recover the value of the
 Company's equity investment in the 111 West 57 th Property, the adverse developments make it uncertain as to whether any such courses of action will be successful. Any such efforts are likely to require sustained effort over a period
 of time and substantial additional financial resources. Inability to recover all or most of such value would, in all likelihood, have a material adverse effect on the Company's financial condition and future prospects. The Company can give no
 assurances with regard to if it will prevail with respect to any of its claims.

 Note 9 – Litigation Funding Agreement

 In 2017, the Company entered into a Litigation Funding Agreement (the "2017 LFA") with Mr. R.A. Bianco, to provide litigation funding to the Company
 for litigation costs in connection with the Company's legal proceedings relating to the Company's equity investment in the 111 West 57 th Property.

 In 2019, after receiving approval from the Special Committee, the Company and Mr. R.A. Bianco entered into an amendment to the 2017 LFA (the "2019 LFA
 Amendment"). In summary the 2019 LFA Amendment provided for the release of Mr. R.A. Bianco from all further funding obligations under the 2017 LFA and that, in the event the Company receives any litigation proceeds from the 111 West 57 th
 Litigation, such litigation proceeds shall be distributed as follows:

 (i)

 first, 100 % to the Company in an amount equal $ 7,500,000; and

 (ii)

 thereafter, any additional amounts shall be distributed (a) 75 % to the
 Company and (b) 25 % to Mr. R.A. Bianco.

 Note 10 – Loan(s) Payable – Related Party

 The Company and Mr. R.A. Bianco entered into an agreement(s) for Mr. R.A. Bianco to provide senior loan(s) to the Company for working capital. The loan(s) are due on
 the earlier of the date the Company receives funds from any source, (excluding funds received by the Company by any litigation funding entity to fund any of the 111 West 57 th legal proceedings), sufficient to pay all amounts due under
 the loan(s), including all accrued interest thereon, including without limitation, from a settlement of the 111 West 57 th legal proceedings or (b) the date(s) indicated herein.

 The Company and Mr. R.A. Bianco further agreed that amounts due pursuant to the loan(s) plus interest can be converted by Mr. R.A. Bianco, at his option, into a
 litigation funding agreement pari-pasu with any litigation funding agreement entered into by the Company with a litigation funding entity.

 Information regarding the loan(s) payable is as follows: ($ in thousands)

 Date of loan(s)

 Rate

 Due Date

 2023

 2022

 February 2023

 6.50

 %

 February 28, 2025

 $

 $

 -

 April 2023

 6.50

 %

 April 30, 2025

 -

 May 2023

 6.50

 %

 May 31, 2025

 -

 June 2023

 7.00

 %

 June 30, 2025

 -

 July 2023

 7.00

 %

 July 31, 2025

 -

 August 2023

 7.00

 %

 August 31, 2025

 -

 October 2023

 7.00

 %

 October 31, 2025

 -

 November 2023

 7.00

 %

 November 30, 2025

 -

 December 2023

 7.00

 %

 December 31, 2025

 -

 $

 3,198

 $

 -

 Information regarding accrued interest expense on the loan(s) payable is as follows:

 2023

 2022

 Accrued interest expense

 $

 $

 -

 In January 2024, the Company and Mr. R.A. Bianco entered into an additional agreement pursuant to which Mr. R.A. Bianco made an additional loan to the Company of $ 100,000 for use as working capital in accordance with the same terms of the loan(s) payable noted herein.

 In February 2024, the Company and Mr. R.A. Bianco entered into additional agreement(s) pursuant to which Mr. R.A. Bianco made additional loan(s) to the Company of $ 50,000 and $ 100,000, for use as working
 capital in accordance with the same terms of the loan(s) payable noted herein.

 In March 2024, the Company and Mr. R.A. Bianco entered into an additional agreement pursuant to which Mr. R.A. Bianco made an additional loan to the Company of $ 100,000, for use as working capital in accordance with the same terms of the loan(s) payable noted herein.

 For additional information regarding the Company's litigation funding effort, see Note 1. For additional information
 regarding the Company's legal proceedings relating to the 111 West 57 th Property, including the Company's challenge to the Strict Foreclosure, see Note 3 and Note

 8.

 Note 11 - Subsequent Events

 The Company has performed a review of events subsequent to
 the balance sheet dated December 31, 2023, through the report issuance date. Other than as discussed herein, the Company has no events, subsequent to December 31, 2023, and through the date these consolidated financial statements were issued.

 To provide the necessary cash resources to continue
 operations and continue the litigation related to the 111 West 57th Property, the Company has commenced a private placement offering (the "Equity Offering") of 44,200,460 shares of the Company's common stock (the "Shares") to existing shareholders of the Company (the "Equity Offering") in reliance on the exemption from registration under Rule 506(c) of the Securities
 Act of 1933, as amended (the "Securities Act"). The purchase price for one share of Common Stock in the Equity Offering is $ 0.20. The Company
 expects to receive gross proceeds of approximately $ 8.8 million in connection with the Equity Offering before deducting offering
 expenses. There are no limitations on the Company's use of such proceeds when received, although it is anticipated that a substantial part of the proceeds will be applied to repayment of existing Company obligations. The Shares are not being
 registered under the Securities Act and will be "restricted securities" under the Securities Act and will generally be subject to a minimum holding period of six months under Rule 144 before the Shares may be resold. The Shares will be offered
 and sold only to existing stockholders of record of the Company as of February 28, 2024 (the "Record Date"). Each qualifying stockholder will be permitted to purchase up to his, her or its pro rata share of the Shares in the Equity Offering,
 based on the amount of shares of Common Stock owned by such stockholder as of the Record Date, in an amount equal to up to one hundred and eight and one-half percent ( 108.5 %) of the number of shares of Common Stock beneficially owned by such stockholder as of the Record Date. The Equity Offering commenced on or about February 28, 2024,
 and will remain open for a period of thirty ( 30) calendar days ending on March 29, 2024 (the "Subscription Deadline"). The Shares
 will be offered and sold pursuant to a Subscription Agreement (the "Subscription Agreement") to be entered into by and between the Company and each subscribing stockholder. In connection with the Equity Offering, the Company has entered into a
 standby purchase agreement dated February 28, 2024 (the "SPA") with BARC Investments, LLC ("BARC"), an affiliate of the Company owned and controlled by Company directors Alessandra F. Bianco and Richard A. Bianco, Jr. Under the terms of the
 SPA, BARC has agreed to act as standby a purchaser for all of the shares of common stock being offered in the Equity Offering that are not otherwise subscribed to by other stockholders prior to the Subscription Deadline. Additional information
 about the Equity Offering, including the material terms and conditions of the Equity Offering and information about how stockholders may subscribe for Shares in the Equity Offering, including the form of Subscription Agreement, are set forth in
 the Company's Current Report on Form 8-K as filed with the SEC on February 28, 2024.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the SEC is recorded, processed, summarized and reported within
 the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
 regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
 achieving the desired control objectives, and management is required to apply judgment in evaluating its controls and procedures.

 During the fiscal period covered by this report, the Company's management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the
 effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on that evaluation, our
 Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023.

 Management's Report on Internal Control over Financial Reporting

 Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's
 internal control over financial reporting is designed, under the supervision of the Company's Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the
 preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in
 reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
 accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely
 detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 The Company's management conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. This evaluation was based on the framework in Internal
 Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
 to be effective can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 Based on management's evaluation under the framework in Internal Control—Integrated Framework (2013), management concluded that internal control over financial reporting was effective as of December 31, 2023.

 This annual report does not include an attestation report of the Company's independent public accounting firm regarding internal control over financial reporting. Management's report was not subject to
 attestation by the Company's independent public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.

 Changes in Internal Control over Financial Reporting

 There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our
 internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION

 (a)

 On March 18, 2024, after many years of exemplary service, Mr. Jerry Y. Carnegie formally informed AmBase Corporation (the "Company") that
 he would not stand for re-election to the Company's Board of Directors (the "Board") at the end of his current term in June 2024. Mr. Carnegie has served on the Company's Board since June 2016, and serves as a member of the
 Company's Personnel Committee and as the Chairman of the Company's Accounting and Audit Committee. There are no disagreements between Mr. Carnegie and the Company. Disclosure is being made under this paragraph (a) of Item 9B of
 Form 10-K in lieu of Item 5.02 of Form 8-K.

 (b)

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information Concerning Directors Continuing in Office

 Certain information concerning the directors of the Company whose terms do not expire in 2024 and who are continuing in office is set forth below.

 Richard A. Bianco, 76. Mr. R. A. Bianco was elected a director of the Company in January 1991, and has served as President and Chief Executive Officer of the Company
 since May 1991. On January 26, 1993, Mr. R. A. Bianco was elected Chairman of the Board of Directors of the Company. He served as Chairman, President and Chief Executive Officer of Carteret Savings Bank, FA ("Carteret Savings" or "Carteret"),
 then a subsidiary of the Company, from May 1991 to December 1992. Mr. R. A. Bianco has a unique background as the former President and Chief Executive Officer of Carteret Savings who was responsible for the Carteret Savings recapitalization
 efforts. Mr. R. A. Bianco is the father of Alessandra F. Bianco and Richard A. Bianco, Jr., both of whom are members of the Board of Directors of the Company. Mr. R. A. Bianco has detailed knowledge of the Company's history including detailed
 knowledge of its current and prior legal and governmental proceedings. Mr. R. A. Bianco additionally has knowledge in real estate, real estate investing and a background in lending and capital raising. Based on these attributes combined with
 his prior investment banking, managerial and leadership experience, the Board of Directors has determined that Mr. R. A. Bianco is uniquely qualified to serve as a Director and the Chairman of the Company's Board of Directors and that he has
 the requisite experience, qualifications, attributes, and skills necessary to serve as a member of the Board of Directors.

 Alessandra F. Bianco, 44. Ms. Bianco was elected a director of the Company in November 2012. Ms. Bianco received a Bachelor of Arts at Boston College in 2003. Ms.
 Bianco worked in the Office of the President at American Bible Society from 2009 through 2013. Prior to her current work, Ms. Bianco worked as an assistant to the Head of the Investment Banking department at Broadpoint Capital. Ms. Bianco is
 the daughter of Richard A. Bianco, the Chairman of the Board, President and Chief Executive Officer of the Company. Since March 2009, Ms. Bianco has been a senior officer of BARC Investments LLC. Ms. Bianco, through BARC LLC, is one of the
 largest stockholders of the Company, and thus has a direct interest in the Company optimizing stockholder value. The Board of Directors has determined that Ms. Bianco is well qualified to serve as a member of the Company's Board of Directors
 and that she has the requisite experience, qualifications, attributes, and skills necessary to serve as a member of the Board of Directors.

 Richard A. Bianco, Jr., 40. Mr. Bianco, Jr. was elected a director of the Company in June 2016. Mr. Bianco, Jr. received a Bachelor of Science degree in Finance at
 Boston College in 2006. Mr. Bianco, Jr. has been working with the Company since September 2006. Prior to his work with AmBase, Mr. Bianco, Jr. worked for UBS Financial Services. Mr. Bianco, Jr. is the son of Richard A. Bianco, the Chairman
 of the Board, President and Chief Executive Officer of the Company. Mr. Bianco, Jr. is a senior officer of BARC Investments LLC. Mr. Bianco, Jr., through BARC LLC, is one of the largest stockholders of the Company and has a direct interest in
 the Company optimizing stockholder value. The Board of Directors has determined that Mr. Bianco, Jr. is well qualified to serve as a member of the Company's Board of Directors and that he has the requisite experience, qualifications,
 attributes and skills necessary to serve as a member of the Board of Directors.

 Jerry Y. Carnegie, 72. Mr. Carnegie was elected a director of the Company in June 2016, having previously been a member of the
 Board from January 2009 to June 2015. Mr. Carnegie is a member of the Fellow of Society of Actuaries and a Certified Financial Planner. For the last several years he has worked independently assisting individuals with financial planning. Mr.
 Carnegie spent 25 years with Hewitt Associates as a Senior Actuary, representing major corporations in their pension and benefit plan work. Mr. Carnegie received an A.B. Mathematics degree from Princeton University. Mr. Carnegie's financial
 expertise, background in financial planning and pension and benefit consulting provides the board with insight into financial decisions and financial considerations, as well as a valuable perspective to the Company's financial matters and
 proceedings. The Board of Directors has determined that Mr. Carnegie is well qualified to serve as a member of the Company's Board of Directors and that he has the requisite experience, qualifications, attributes, and skills necessary to serve
 as a member of the Board of Directors.

 Scott M. Salant, 59. Mr. Salant was elected a director of the Company in January 2023. He is a partner at the firm, DelBello Donnellan Weingarten Wise & Wiederkehr
 LLP, based in White Plains, New York. Mr. Salant is a graduate of the University of Chicago and the Boston University School of Law and has practiced in the area of commercial litigation for several decades. He is admitted to both the New York
 and Massachusetts bar and has experience in a wide range of commercial litigation areas. He handles cases in a variety of jurisdictions and venues, including state and federal courts, and arbitrations. Mr. Salant has an understanding of the
 Company's history including knowledge of its current and prior legal proceedings. Mr. Salant's current background and legal expertise in many areas of law provides the Board with a valuable perspective and insight into the legal process and the
 New York State Courts, which is important to the Company's current legal proceedings. The Board of Directors has determined that Mr. Salant is well qualified to serve as a Director of the Company and he has the requisite experience,
 qualifications, attributes, and skills necessary to serve as a member of the Board of Directors.

 Information Concerning Executive Officers

 John Ferrara, 61, Vice President, Chief Financial Officer and Controller. Mr. Ferrara was elected to the position of Vice President, Chief Financial Officer and
 Controller of the Company in December 1995, having previously served as Acting Chief Financial Officer, Treasurer and Assistant Vice President and Controller since January 1995; as Assistant Vice President and Controller from January 1992 to
 January 1995; and as Manager of Financial Reporting from December 1988 to January 1992.

 Joseph R. Bianco, 78, Treasurer. Mr. J. Bianco was elected to the position of Treasurer of the Company in January 1998. He has dedicated his career to the financial
 services and investment industry. Prior to his employment with the Company in 1996, he worked for Merrill Lynch & Co. ("Merrill") as Vice President, responsible for Sales and Marketing in the Merrill Global Securities Clearing office from
 1983 to 1996. Mr. Joseph R. Bianco and Mr. Richard A. Bianco are related.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Based solely upon a review of the forms filed with the SEC and written representations received by the Company, pursuant to the requirements of Section 16(a) of the Securities Exchange Act, the Company believes
 that, during 2023, there were no transactions with respect to the Company's equity securities which were not reported on a timely basis to the SEC, no late reports nor other failure to file a required form by any director or officer of the
 Company.

 Nomination of Directors

 There have been no material changes to the procedures by which security holders may recommend nominees to the Company's Board of Directors as previously described in the Company's definitive proxy statement on
 Schedule 14A as filed with the SEC on March 30, 2023.

 Audit Committee Matters

 The Company is not a "listed issuer" as such term is defined in Rule 10A-3 of the Exchange Act and is not required to provide the disclosure set forth under Item 407(d)(4) of Regulation S-K. The Accounting and
 Audit Committee currently consists of Mr. Carnegie, Chairman, Ms. Bianco and Mr. Salant. The Board of Directors determined Mr. Carnegie is an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K.

 Code of Ethics

 We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and other senior officers as well as all employees with respect to policies and procedures relating to
 trading in the Company's securities. A copy of the Code of Ethics was filed with the SEC as Exhibit 14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

 Insider Trading Policies and Procedures

 The Company's Code of Ethics includes insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees. The Code
 of Ethics requires compliance with all applicable laws, rules and regulations governing the offer and sale of securities and prohibits directors, officers, and employees from engaging in transactions in the Company's securities while in
 possession of material nonpublic information until at least two trading days have elapsed from the date of public announcement of such nonpublic information. The Company has designated a compliance officer under the Code of Ethics to oversee
 compliance with and enforcement of the Code of Ethics, including the insider trading provisions.

 ITEM 11.

 EXECUTIVE COMPENSATION

 COMPENSATION NARRATIVE

 The following compensation narrative describes the material elements of compensation for the Company's officers identified in the Summary Compensation Table ("Named Executive Officers"). As more fully described
 above herein, the Personnel Committee consists of two independent directors of the Company.

 The Personnel Committee is responsible for establishing the Company's compensation programs, including benefit plans, retirement plans and the Company's stock option program, including approving the granting of
 stock option awards to the Company's officers and employees. The Personnel Committee annually reviews and approves all compensation decisions relating to the Company's officers, including Named Executive Officers.

 The day-to-day design and administration of health, welfare and paid time-off plans and policies applicable to salaried employees in general are handled by the Company's management. The Personnel Committee is
 responsible for certain plan design changes outside the day-to-day requirements necessary to maintain these plans and policies.

 The Personnel Committee has the ability to, and may from time to time, utilize the services of independent compensation consultants or other outside advisors in reviewing the Company's compensation programs, as
 it deems necessary. The Personnel Committee did not utilize the services of any compensation consultants in 2023.

 Objectives of the Compensation Program

 The Personnel Committee's overall objective in administering the Company's compensation programs is to attract, motivate and retain qualified personnel, reward corporate performance and recognize individual
 contributions on both a short-term and long-term basis. The Personnel Committee seeks to align the interests of these executives with those of the Company's stockholders by encouraging stock ownership by executive officers to promote a
 proprietary interest in the Company's success and to provide incentives to achieve the Company's goals. In furtherance of these objectives, the Company's executive compensation policies are designed to focus the executive officers on the
 Company's goals. The Personnel Committee determines salary, bonuses and equity incentives based upon the performance of the individual executive officer and the Company. Management compensation is intended to be set at levels that the
 Personnel Committee believes fully reflect the challenges confronted by management.

 The Company strives to provide a combined, overall competitive salary and benefits package, including annual cash bonus incentives, to retain qualified personnel who are familiar with the Company's operations and
 critical to the long-term success of the Company. The Company rewards personnel for contributions to a variety of matters, including the pursuit of claims, recovery of claims, compromising of actual and contingent liabilities, and attention to
 the maintenance of a controlled level of expenditures. Cash bonus incentives are utilized to reward above average corporate performance and recognize individual initiative and achievements which provide immediate and/or long-term value to the
 Company. Due to the nature of the Company's operations, which are focused on the recovery of assets, with an emphasis on the 111 West 57 th legal proceedings and a
 previous emphasis on the recovery of the Company's investment in Carteret through the Supervisory Goodwill litigation (which was settled in October 2012, pursuant to which the Company received a settlement award of $180,650,000), the
 minimization of the income tax impact of settlement awards, and other proceedings, the Personnel Committee has continued its strategy of compensation through programs that provide an incentive for performance and for contributions to the
 Company's operations and efforts to realize recoveries, achieve asset appreciation, eliminate liabilities and control costs.

 Elements of Compensation

 The Company's total compensation program for its officers consists of competitive market salaries, annual cash bonus awards, other benefits such as health and other insurance programs, a retirement plan in the
 form of a 401(k) Savings Plan, which is a qualified plan within the meaning of the Internal Revenue Code of 1986, as amended (the "Code") and may include stock option or other equity awards.

 Due to cost considerations, administrative requirements and as part of an overall compensation philosophy, the Company seeks to maintain a minimal level of benefit programs and other perquisites. Section 162(m)
 of the Code, as amended, imposes a limitation on the deduction for certain executive officers' compensation. The Company has paid in the past, and reserves the right to pay in the future, compensation that is not deductible if it believes it is
 in the best interests of the Company. The Personnel Committee considered the provisions of Section 162(m) with regard to compensation paid for 2023.

 Base Annual Salary

 Base annual salaries for Named Executive Officers are determined initially by evaluating the responsibilities of the position, the experience of the individual and the competition in the marketplace for
 management talent, and also may include comparison with companies confronting problems of the magnitude and complexity faced by the Company.

 Base annual salaries are intended to be competitive with the overall marketplace, commensurate with the qualifications and experience of the Named Executive Officer. The Company's compensation structure is
 intended to provide the necessary incentive to retain and motivate qualified personnel. Individuals are encouraged to add value and provide benefit in all aspects of the Company's operations currently and in the future.

 Base annual salaries and salary adjustments are evaluated on a number of factors, both internal and external in nature. The most important factor is the executive's performance and contribution to the Company,
 followed by the performance of the Company, any increased responsibilities assumed by the executive and the competition in the marketplace for similarly experienced executives.

 The salaries of the Named Executive Officers are reviewed on an annual basis, typically at the end of each year and may also be adjusted from time to time based on changes in responsibilities, changes in benefit
 programs or as a result of other external and economic factors. No salary changes were made to the Company's executive officers during 2023 and 2022.

 Annual Bonus Awards

 The Company paid no bonuses for 2023 and 2022 to Mr. R. A. Bianco, Mr. Ferrara or Mr. J. Bianco.

 Participation Interest

 On June 28, 2013, the Company, through a newly formed subsidiary, purchased an equity interest in a real estate development property through a joint venture agreement to purchase and develop real property located
 at 105 through 111 West 57 th Street in New York, New York (the "111 West 57 th
 Property"), as further described under the heading "Operating Agreement of 111 West 57 th Investment LLC." The Company's interests in the joint venture are held
 through 111 West 57 th Investment LLC (the "Investment LLC").

 In March 2014, the Company entered into an amended and restated operating agreement for the Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation
 interest in the Investment LLC to Mr. R. A. Bianco as incentive compensation for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57 th Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R. A. Bianco has no voting rights with respect to his interest in
 the Investment LLC, and his right to receive 10% of the distributions from the Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company's initial aggregate $57,250,000 investment in the Investment LLC,
 plus any additional investments by the Company if any, and only with respect to any distributions thereafter.

 The Board of Directors approved the Company entering into the Amended and Restated Investment Operating Agreement with Mr. R.A. Bianco. Mr. R.A. Bianco, Mr. Bianco Jr. and Ms. Bianco recused themselves from the
 deliberations and voting of the Board of Directors in considering the Amended and Restated Investment Operating Agreement.

 Litigation Funding Agreement

 In 2017, the Company entered into a Litigation Funding Agreement (the "LFA") with Mr. R. A. Bianco. Pursuant to the LFA, Mr. R. A. Bianco agreed to provide litigation funding to the Company, up to an aggregate
 amount of seven million dollars ($7,000,000) (the "Litigation Fund Amount") to satisfy actual documented litigation costs and expenses of the Company, including attorneys' fees, expert witness fees, consulting fees and disbursements in connection
 with the Company's legal proceedings relating to the Company's equity investment in the 111 West 57 th Property.

 After receiving substantial AMT credit carryforward refunds in 2019, in light of the Company's improved liquidity, the Company's Board of Directors (the "Board") authorized the establishment of a Special Committee
 of the Board (the "Special Committee") to evaluate and negotiate possible changes to the LFA. The Special Committee was comprised of Mr. Schmidt and Mr. Carnegie.

 In 2019, after receiving approval from the Special Committee, the Company and Mr. R. A. Bianco entered into an amendment to the LFA (the "Amendment") which provides for the following: (i) the repayment of
 $3,672,000 in funds previously provided to the Company by Mr. R. A. Bianco pursuant to the LFA (the "Advanced Amount"), (ii) the release of Mr. R. A. Bianco from all further funding obligations under the LFA, and (iii) a modification of the
 relative distribution between Mr. R. A. Bianco and the Company of any Litigation Proceeds received by the Company from the 111 West 57 th Litigation, as described
 below.

 The Amendment provides that, in the event that the Company receives any Litigation Proceeds from the 111 West 57 th Litigation, such
 Litigation Proceeds shall be distributed as follows:

 (i)

 first, 100% to the Company in an amount equal to the lesser of (a) the amount of actual litigation expenses incurred by the Company with respect to the Company's 111 West 57 th Litigation (including the Advanced Amount); or (b) $7,500,000; and

 (ii)

 thereafter, any additional amounts shall be distributed (a) 75% to the Company and (b) 25% to the Mr. R. A. Bianco (a reduction of Mr. R.A. Bianco's percentage, which under the terms of the original LFA prior to the Amendment would
 have been 30% to 45% based on the length of time of any recovery).

 The Special Committee was dissolved in 2019.

 2007 Employment Agreement with the Company's President and Chief Executive Officer

 An employment agreement, as amended, is in effect between Mr. R. A. Bianco and the Company (the "2007 Employment Agreement"), which provides for him to serve as Chairman, President and Chief Executive Officer of
 the Company through May 31, 2028. The employment agreement also provides for additional benefits, including his participation in various employment benefit plans and annual bonus eligibility for work performed on non-Supervisory Goodwill
 activities.

 During 2006, the Company entered into an employment agreement with Mr. R. A. Bianco (the "2007 Employment Agreement"). As part of the 2007 Employment Agreement terms: (i) Mr. R. A. Bianco's annual rate of base
 salary was $625,000 per year during the first three years of the 2007 Employment Agreement with the amount of Mr. R. A. Bianco's base salary for subsequent years to be determined by the Personnel Committee, in its sole discretion; and (ii) Mr. R.
 A. Bianco's annual bonus opportunity each year was no longer linked to recovery efforts in connection with the Company's Supervisory Goodwill litigation. Instead, the Company and Mr. R. A. Bianco agreed
 to a long term incentive bonus formula, at varying percentages ranging from 5% to 10%, or more, based upon recoveries received by the Company for its investment in Carteret, through litigation or otherwise (including the Company's Supervisory Goodwill litigation).

 Retirement/Pension Benefits

 401(k) Savings Plan

 The only retirement type plan maintained by the Company is the Company's 401(k) Savings Plan (the "Savings Plan"). Pursuant to the terms of the Savings Plan, employees can make contributions which are 100% matched
 by the Company. The employee and the employer matching contribution are subject to the maximum limitations as set forth in the Internal Revenue Code of 1986, as amended.

 The Company's matching contributions to the Savings Plan on behalf of the Named Executive Officers aggregated approximately $90,000 in 2023 and $81,000 in 2022.

 Other Benefits

 The Company provides only a limited number of additional benefits and perquisites. Such additional items, to the extent provided, are included as Other Compensation in the Summary Compensation table presented
 herein. The benefits and other perquisites are reasonably consistent with general competitive market practices.

 Items provided by the Company include, depending on the Named Executive Officer, Company paid term life insurance at up to two times the individual's base annual salary, Company paid long-term disability insurance
 with a monthly benefit up to 60% of the individual's base monthly salary, supplemental medical and dental coverage for costs not covered under the base health insurance plans, and depending on the Named Executive Officer, reimbursement for income
 tax services and Company provided transportation. Health and welfare plans are provided through outside insurance carriers. Benefits generally available to all full-time employees of the Company are not included herein.

 The Company does not provide any other type of deferred compensation programs, nor does it provide or have outstanding loans with the Named Executive Officers or any other employee of the Company.

 Personnel Committee Summary

 The Personnel Committee believes that its compensation programs, mixing equity and cash incentives, will continue to focus the efforts of the Company's executive officers on long-term growth for the benefit of the
 Company and its stockholders. The Personnel Committee has found all the components of Company's officers' compensation to be fair, reasonable and appropriate.

 EXECUTIVE COMPENSATION

 The following table sets forth the information regarding compensation earned by the Chief Executive Officer and each other executive officer of the Company and its subsidiaries (the "Named Executive Officers") with
 respect to services rendered to the Company in the fiscal years ended December 31, 2023, and December 31, 2022:

 Summary Compensation Table (a)

 Name and Principal Position

 Year

 ($)

 Salary

 ($)

 Bonus

 ($) (c)

 All Other Compensation

 ($)

 Total

 Richard A. Bianco, Chairman

 2023

 $

 $

 -

 $

 98,735

 $

 538,735

 President and Chief Executive

 2022

 $

 $

 -

 $

 94,519

 $

 534,519

 Officer (b)

 John Ferrara, Vice President

 2023

 $

 235,000

 $

 -

 $

 44,324

 $

 279,324

 Chief Financial Officer &

 2022

 $

 235,000

 $

 -

 $

 41,084

 $

 276,084

 Controller

 Joseph R. Bianco

 2023

 $

 116,000

 $

 -

 $

 47,002

 $

 163,002

 Treasurer

 2022

 $

 116,000

 $

 -

 $

 43,774

 $

 159,774

 (a)

 The columns relating to "Stock Option Awards," "Stock Awards," "Non-Equity Incentive Plan Compensation," and "Non-qualified Deferred Compensation Earnings" have been omitted because no compensation
 required to be reported in these columns were awarded to, earned by, or paid to any of the Named Executive Officers with respect to 2023 or 2022.

 (b)

 See the discussion under the heading "Employment Contracts" below for information relating to the 2007 Employment Agreement between Mr. R. A. Bianco and the Company and the amounts which could be payable
 to Mr. R. A. Bianco based on value realized by the Company with respect to a gross-up for federal taxes imposed on the settlement amount, if any.

 (c)

 All Other Compensation for fiscal year 2023, in the table above consists of the following:

 Mr. R. A. Bianco

 Mr. Ferrara

 Mr. J. Bianco

 Company contributions to 401(k) savings plan

 $

 30,000

 $

 30,000

 $

 30,000

 Supplemental life insurance premiums

 8,750

 2,461

 Long-term disability insurance premiums

 18,804

 Supplemental medical and dental insurance

 11,856

 12,264

 11,856

 Reimbursement of income tax costs for participation in life insurance plans

 5,420

 1,524

 Reimbursement of income tax costs for participation in long-term disability plans

 12,116

 Company provided automobile (d)

 1,914

 -

 -

 Reimbursement for tax services

 9,875

 -

 -

 Total

 $

 98,735

 $

 44,324

 $

 47,002

 (d)

 All All amounts for personal use of a Company-provided automobile for Mr. R. A. Bianco, included in table above for other compensation, include mileage, fuel, maintenance, insurance, and other miscellaneous fees.

 Pay vs. Performance Table

 Year

 Summary Compensation

 Table Total for

 PEO (a) (c)

 Compensation

 Actually Paid to

 PEO (a) (c)

 Average

 Summary

 Compensation

 Table Total for

 Non-PEO NEOs

 (b) (c)

 Average

 Compensation

 Actually Paid

 to Non-PEO

 NEOs (b) (c)

 Value of Initial

 Fixed $100

 Investment

 Based On

 Total

 Shareholder

 Return (d)

 Net Income

 (Loss) (d)

 2023

 $

 538,735

 $

 $

 221,163

 $

 175,500

 $

 38.96

 $

 (5,271,000

)

 2022

 $

 534,519

 $

 $

 217,929

 $

 175,500

 $

 18.18

 $

 (3,473,000

)

 2021

 $

 533,212

 $

 $

 216,758

 $

 175,500

 $

 90.91

 $

 (5,208,000

)

 (a)

 PEO in all years presented above is Richard A. Bianco

 (b)

 Non-PEO NEO's in all years presented above are John Ferrara and Joseph R. Bianco

 (c)

 In all years presented above, "Compensation Actually Paid to PEO" and "Average Compensation Actually Paid to Non-PEO NEOs" is the amounts shown in the Summary Table, "Total" column less amounts shown in the
 "All Other Compensation", column.

 (d)

 Due to the nature of the Company's operations, the Company does not believe there is a correlation between the compensation actually paid to the PEO or the average compensation actually paid to the Non-PEO NEOs to the Company's
 cumulative total shareholder return or the Company's net income (loss) in the periods presented.

 Grants of Plan Based Awards During 2023

 No stock options, SARs, or any other type of stock award grants were granted to the Named Executive Officers during the year ended December 31, 2023.

 No long-term incentive plan awards were made to the Named Executive Officers in 2023. The Company does not have any stock options, SARs or other stock award grants outstanding, hence no stock options previously
 awarded to any of the Named Executive Officers were repriced during 2023.

 Outstanding Equity Awards at December 31, 2023

 The Company does not have any stock options, SARs or other stock award grants outstanding.

 Option Exercises and Stock Vested Table during Fiscal 2023

 The Company has no stock options outstanding; hence, there were no stock options exercised or vested during 2023.

 EMPLOYMENT CONTRACTS

 2007 Employment Agreement with the Company's President and Chief Executive Officer

 An employment agreement, as amended, is in effect between Mr. R. A. Bianco and the Company, (the "2007 Employment Agreement"). The terms of the 2007 Employment Agreement provide for Mr. R. A. Bianco to serve as
 Chairman, President and Chief Executive Officer of the Company. In January 2018, the Company and Mr. R. A. Bianco agreed to an amendment to Mr. Bianco's Employment Agreement with the Company, to extend the term of Mr. R. A. Bianco's employment
 with the Company to May 31, 2028 from May 31, 2023 (the "Employment Period"). Under the terms of the 2007 Employment Agreement, Mr. R. A. Bianco was entitled to receive an annual base salary of $625,000 for the first three (3) years and was then
 eligible for discretionary increases to the amount of his base salary in subsequent years. The 2007 Employment Agreement provides for discretionary annual bonuses (which may not take into consideration his efforts to obtain a recovery for the
 Company of its investment in Carteret Savings), employee benefit plans participation, and certain long-term disability benefits. The 2007 Employment Agreement provides a long-term incentive arrangement for Mr. R. A. Bianco (the "Long-Term
 Incentive Award"); based upon receipt by the Company of a recovery of its investment in Carteret Savings through litigation or otherwise (including the Company's Supervisory Goodwill litigation) (the
 "Recovery Amount"), Mr. R. A. Bianco would receive, with certain exceptions, a lump-sum payment equal to a percentage of that recovery, as follows:

 Long-Term Incentive Award = 5% of the first $50,000,000 of Recovery Amount;

 Plus

 8% of Recovery Amount in excess of $50,000,000 but not greater than $150,000,000;

 Plus

 10% of Recovery Amount in excess of $150,000,000 but not greater than $250,000,000;

 Plus

 Discretionary amount (not less than 10%), to be determined by the Board, of Recovery Amount in excess of $250,000,000.

 Pursuant to the terms of the 2007 Employment Agreement between Mr. R. A. Bianco and the Company as amended, and the receipt by the Company of $180,650,000 as part of the Supervisory Goodwill legal proceedings
 Settlement Agreement, in 2012 Mr. R. A. Bianco received a bonus payment as calculated in accordance with the 2007 Employment Agreement. Additional amounts to be determined could be due to Mr. R. A. Bianco pursuant to the 2007 Employment
 Agreement, based on value realized by the Company with respect to a gross-up for federal taxes imposed on the settlement amount, if any.

 Under the terms of the 2007 Employment Agreement, if no recovery has been obtained by the Company by the expiration of the 2007 Employment Agreement, the Company and Mr. R. A. Bianco could enter into a consulting
 arrangement pursuant to which, following his employment with the Company, he would continue to provide services to the Company as an independent contractor, solely for the purpose of assisting the Company in obtaining such a recovery.

 Any further Long-Term Incentive Award to Mr. R. A. Bianco is to be paid in the future (i.e., whether during or after the Employment Period and/or the Consulting Period) except if Mr. R. A. Bianco willfully refuses
 to cooperate in a reasonable fashion with the Company and/or the Board in connection with the Company's efforts to obtain a Recovery Amount, in which case he would forfeit his entitlement to receive any further Long-Term Incentive Award.

 During the Employment Period, if Mr. R. A. Bianco voluntarily resigns or has his employment with the Company terminated by the Company for cause (as set forth in the 2007 Employment Agreement), Mr. R. A. Bianco
 will forfeit his entitlement to receive any further Long-Term Incentive Award. If Mr. R. A. Bianco becomes disabled (as set forth in the 2007 Employment Agreement) or dies, Mr. R. A. Bianco or his estate, as applicable, would be entitled to
 receive any further Long-Term Incentive Award upon the Company's receipt of the Recovery Amount, regardless of when the Recovery Amount is received by the Company. If the Company terminates Mr. R. A. Bianco's employment with the Company without
 cause, Mr. R. A. Bianco or his estate, as applicable would be entitled to receive any further Long-Term Incentive Award upon the Company's receipt of the Recovery Amount, regardless of when the Recovery Amount is received by the Company.

 Mr. R. A. Bianco's employment under the 2007 Employment Agreement automatically terminates if Mr. R. A. Bianco dies during the term of the Employment Period and can be terminated by the Company at its option for
 cause (as set forth in the 2007 Employment Agreement) or Mr. R. A. Bianco's inability to engage in any substantial gainful activity (as set forth in the 2007 Employment Agreement).

 In the event the Company terminates Mr. R. A. Bianco's employment for any reason other than those permitted pursuant to the 2007 Employment Agreement, Mr. R. A. Bianco would be entitled to receive a lump-sum amount
 equal to the salary payments provided for in the 2007 Employment Agreement for the remaining term thereof, following the passage of a six (6) month period from the date of his termination. As of December 31, 2023, the aggregate lump-sum amount
 of such salary payments, pursuant to the 2007 Employment Agreement as amended, would be approximately $2,760,000.

 Operating Agreement of 111 West 57th Investment LLC

 In June 2013, 111 West 57 th Investment LLC ("Investment LLC"), a then newly formed subsidiary of the Company, entered into a joint
 venture agreement (as amended, the "JV Agreement") with 111 West 57th Sponsor LLC, (the "Sponsor"), pursuant to which Investment LLC invested (the "Investment") in a real estate development property to purchase and develop the 111 West 57 th Property. In consideration for making the Investment, Investment LLC was granted a membership interest in 111 West 57 th Partners LLC ("111 West 57 th Partners"), which indirectly acquired the 111 West 57 th Property on June 28, 2013 (the "Joint Venture," and such date, the "Closing Date"). The Company also indirectly contributed an additional amount to the Joint Venture in exchange for an
 additional indirect interest in the Joint Venture. Other members and the Sponsor contributed additional cash and/or property to the Joint Venture. The Company recorded its investment in 111 West 57 th Partners utilizing the equity method of accounting. The Joint Venture plans were to redevelop the 111 West 57 th
 Property into a luxury residential tower and retail project.

 The JV Agreement and related operating agreements generally provide that all distributable cash shall be distributed as follows: (i) first, 100% to the members in proportion to their percentage interests until
 Investment LLC has received distributions yielding a 20% internal rate of return as calculated; (ii) second, 100% to the Sponsor as a return of (but not a return on) any additional capital contributions made by the Sponsor on account of manager
 overruns; and (iii) thereafter, (a) 50% to the members in proportion to their respective percentage interests at the time of such distribution, and (b) 50% to the Sponsor.

 In March 2014, the Company entered into an amended and restated operating agreement for Investment LLC (the "Amended and Restated Investment Operating Agreement") to grant a 10% subordinated participation interest
 in Investment LLC to Mr. R. A. Bianco as contingent future incentive for Mr. R. A. Bianco's past, current and anticipated ongoing role to develop and commercialize the Company's equity investment in the 111 West 57 th Property. Pursuant to the terms of the Amended and Restated Investment Operating Agreement, Mr. R.A. Bianco has no voting rights with respect to his interest in Investment LLC, and his
 entitlement to receive 10% of the distributions from Investment LLC is subject to the Company first receiving distributions equal to 150% of the Company's initial aggregate investment in Investment LLC and the Joint Venture, plus any additional
 investments by the Company, and only with respect to any distributions thereafter. At the current time the Company has not expensed nor accrued any amounts relating to this subordinated participation interest, as no amount or range of amounts can
 be reasonably estimated or assured.

 During 2014, in connection with the funding of additional capital calls under the JV Agreement for required borrowing and development costs for the 111 West 57 th Property, the Company's management and its Board of Directors concluded that, given the continuing development risks of the 111 West 57 th
 Property and the Company's financial position, the Company should not at that time increase its already significant concentration and risk exposure to the 111 West 57th Property. Nonetheless, the Company sought to limit dilution of its interest
 in the Joint Venture resulting from any failure to fund the capital call requirements, but at the same time wished to avoid the time, expense and financial return requirements (with attendant dilution and possible loss of voting rights) that
 obtaining a replacement third-party investor would require. The Company therefore entered into a second amended and restated operating agreement for Investment LLC ("Second Amended and Restated Investment Operating Agreement") pursuant to which
 Capital LLC was admitted as a member of Investment LLC. In exchange for Capital LLC contributing toward Investment LLC capital calls in respect of the 111 West 57 th Property,

 available cash of Investment LLC will be distributed first to Capital LLC until it has received a 20% internal rate of return (calculated as provided for in the JV Agreement as noted above), second to the Company until it has received 150% of its
 capital, and, thereafter, available cash is split 10/90, with 10% going to Mr. R. A. Bianco as the subordinated participation interest noted above and 90% going to Capital LLC and the Company pari-passu, with Capital LLC receiving one-half of its
 pro-rata share based on capital contributed and the Company receiving the balance. No other material changes were made to the Amended and Restated Investment Operating Agreement, and neither Mr. R. A. Bianco nor Capital LLC has any voting rights
 with respect to their interest and investment in Investment LLC.

 Because of time constraints, concerns regarding the potential level of any financial dilution, complications relating to structure of the investments in the Joint Venture, bank constraints and potential loss of
 voting rights over the Joint Venture, the terms of Capital LLC's admission to and investment in the Investment LLC were reviewed by the Board of Directors and determined to be no less favorable to the Company than would have been obtained in
 negotiations with a third party unaffiliated with the Company, even assuming that any such third party investor was available and prepared to fund under the time constraints imposed by the JV Agreement. Based in part on such determination, the
 Board of Directors unanimously approved the admission of Capital LLC to Investment LLC on the terms described by a vote of the disinterested members of the Board of Directors. In April 2015, Capital LLC contributed an additional amount toward
 Investment LLC capital calls in respect of the 111 West 57 th Property.

 In July 2015, based on available net proceeds received from the financing and equity previously invested in the project, funds were distributed to the members of 111 West 57 th Partners (the "July 2015 Distribution"). As part of the July 2015 Distribution, in accordance with the Second Amended and Restated Investment Operating Agreement as noted herein, the Company
 through Investment LLC repaid Capital LLC the full amount of its capital contributions of $9,868,000. Additional amounts may still be payable to Capital LLC based on investment returns received on the 111 West 57 th Property as further described herein.

 Pension Benefits

 Other than the Company's 401(k) Savings Plan, the Company maintains no other retirement or deferred compensation type plans.

 Nonqualified Deferred Compensation

 The Company does not maintain any other type of nonqualified deferred compensation plan.

 Potential Payments upon Termination or Change in Control

 Other than Mr. R. A. Bianco, there are no employment agreements or employment contracts with any other officer or employee of the Company. See Employment Contracts above, for information concerning potential
 payments due to Mr. R. A. Bianco upon termination, pursuant to the employment agreement between Mr. R. A. Bianco and the Company.

 The Company does not have any severance or termination payment plans in effect.

 COMPENSATION OF DIRECTORS

 The annual fee paid to each director of the Company, including Mr. R. A. Bianco, who is the Company's Chairman, President and Chief Executive Officer, is $12,000 per year. Mr. R. A. Bianco elected not to receive
 his annual director fee for 2023. In addition, each Chairperson and/or Co-Chairperson of a Board committee is paid an additional fee of $1,000 per year, and after four (4) Board and/or committee meetings, each director is paid a $500 per meeting
 attendance fee. Pursuant to the Company's By-Laws, directors may be compensated for additional services for the Board of Directors or for any committee at the request of the Chairman of the Board or the Chairman of any committee.

 Directors Compensation Table

 Details of amounts paid to the Company's directors in their capacities as directors and/or board committee members for the year ending December 31, 2023, is as follows:

 Name and Position

 Fees Earned

 or Paid in

 Cash

 Totals

 (a) (b)

 Richard A. Bianco

 Chairman of the Board, President

 and Chief Executive Officer

 $

 -

 (a)

 $

 -

 (a)

 Alessandra F. Bianco

 Board Member

 Member Audit Committee

 $

 12,000

 $

 12,000

 Richard A. Bianco, Jr.

 Board Member

 $

 12,000

 $

 12,000

 Jerry Y. Carnegie

 Board Member

 Chairman Audit Committee

 Member Personnel Committee

 $

 13,000

 $

 13,000

 Scott M. Salant

 Board Member

 Member Audit Committee

 Chairman Personnel Committee

 $

 13,000

 $

 13,000

 (a)

 Mr. R. A. Bianco waived payment of his director fees in 2023.

 (b)

 No other additional fees or any other type of compensation, including equity, non-equity and/or deferred compensation payments or awards were paid or granted to any of the Company's outside directors in 2023.

 Personnel Committee Interlocks and Insider Participation

 The members of the Personnel Committee during 2023 were Scott M. Salant, Chairperson, and Jerry Y. Carnegie. Kenneth M. Schmidt served as Chairperson until the end of his term in June 2023. No executive officer
 serves, or in the past has served, as a member of the Board of Directors or Personnel Committee of any entity that has any of its executive officers serving as a member of the Company's Board of Directors or Personnel Committee.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Stock Ownership of Certain Beneficial Owners

 The following information is set forth with respect to persons known by the Company to be the beneficial owners of more than 5% of the outstanding Common Stock, the Company's only class of voting securities, as of
 March 15, 2024, except as set forth below.

 Name and Address of Beneficial Owner

 Amount and Nature

 of Beneficial

 Ownership

 Percentage

 of Common

 Stock Owned

 BARC Investments, LLC

 60,400,260

 (a)

 70.9

 %

 c/o Barry Strauss & Associates

 (direct)

 307 Fifth Avenue

 New York, NY 10016

 Camac Partners, LLC

 2,257,055

 (b)

 5.5

 %

 350 Park Avenue, 13 th floor

 New York, NY 10022

 (a)

 Ownership amount reported is based on a Schedule 13D/A Filed by BARC Investments, LLC on March 8, 2024, and assumes that in the absence of any subsequent amendments to such Schedule 13D/A that the amounts reported therein have not
 changed. Includes the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and the Company dated February 28, 2024. Ms. Alessandra F. Bianco and Mr. Richard A.
 Bianco, Jr., are managing members of BARC Investments, LLC, and share voting and dispositive power with respect to shares held by BARC Investments, LLC. Ms. Bianco and Mr. Richard A. Bianco, Jr. are the adult children of Mr. Richard A.
 Bianco, the Company's Chairman, President and Chief Executive Officer. The business address of the reporting persons under this Schedule 13D/A is c/o Barry Strauss & Associates, 307 Fifth Avenue, New York, NY 10016. Pursuant to Rule
 13d-4, each of Ms. Bianco and Mr. Richard A. Bianco, Jr. disclaims beneficial ownership of the shares beneficially owned by BARC Investments to the extent he or she does not have a pecuniary interest in such shares.

 (b)

 Ownership amount is reported on a Schedule 13DA-6, filed by Camac Partners, LLC ("Camac Partners") on March 11, 2024, dated March 13, 2024; Camac Partners is the general partner of Camac Fund, LP (the
 "Fund"). Camac Capital, LLC is the investment manager of the Fund. Eric Shahinian ("Mr. Shahinian") is the managing member of Camac Partners. Camac Partners, Camac Capital, Camac Fund and Eric Shahinian may each be deemed to have voting
 and dispositive power with respect to the shares of the Company's common stock held by the Fund. The business address of the reporting persons under this Schedule 13D is 350 Park Avenue, 13th Floor, New York, NY 10022.

 Stock Ownership of Directors and Executive Officers

 According to information furnished by each nominee, continuing director and executive officer included in the Summary Compensation Table, the number of shares of the Company's Common Stock beneficially owned by
 them, as of March 15, 2024, except as set forth below.

 Name of Beneficial Owner

 Amount and

 Nature of

 Beneficial

 Ownership (a) (b)

 Percentage of

 Common Stock

 Owned

 Richard A. Bianco

 1,622,547

 (c)

 4.0

 %

 Joseph R. Bianco

 50,000

 *

 John Ferrara

 36,029

 *

 Alessandra F. Bianco

 60,400,260

 (d)

 70.9

 %

 Richard A. Bianco, Jr.

 60,400,260

 (d)

 70.9

 %

 Jerry Y. Carnegie

 71,898

 *

 Scott M. Salant

 -

 -

 All Directors and Officers as a group (7 persons)

 17,780,474

 43.6

 %

 * Represents less than 1% of Common Stock outstanding

 (a)

 All of the named individuals have sole voting and investment power with respect to such shares.

 (b)

 There are no pledges of Company shares by any of the Company's officers, employees or directors.

 (c)

 Includes 1,420,000 shares held in a Uniform Gifts to Minors Act Account for the benefit of his grandchildren. Mr. R.A. Bianco retains voting control of the shares, but pursuant to Rule 13d-4, he disclaims
 beneficial ownership of the shares to the extent he does not have a pecuniary interest in such shares.

 (d)

 Ownership amount reported is based on a Schedule 13D/A filed by BARC Investments, LLC on March 8, 2024, and assumes that in the absence of any subsequent amendments to such Schedule 13D/A that the amounts reported therein have not
 changed. Includes the right to acquire up to 44,200,460 shares of common stock pursuant to a Standby Purchase Agreement between BARC Investments, LLC and the Company dated February 28, 2024. Ms. Alessandra F. Bianco and Mr. Richard A.
 Bianco, Jr. are managing members of BARC Investments, LLC and share voting and dispositive power with respect to shares held by BARC Investments, LLC. Ms. Bianco and Mr. Richard A. Bianco, Jr. are the adult children of Mr. Richard A.
 Bianco, the Company's Chairman, President, and Chief Executive Officer. Pursuant to Rule 13d-4, each of Ms. Bianco and Mr. Richard A. Bianco, Jr. disclaims beneficial ownership of the shares beneficially owned by BARC Investments to the
 extent he or she does not have a pecuniary interest in such shares.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Certain Relationships and Related Party Transactions

 Pursuant to the Company's Code of Business Conduct and Ethics ("Code of Conduct"), all employees (including our Named Executive Officers, as defined below) who have, or whose immediate family members have, any
 direct or indirect financial or other participation in any business that competes with, supplies goods or services to, or is a customer of the Company or its subsidiaries, are required to disclose to us and receive written approval prior to
 transacting such business. Except for the Participation Interest and the Litigation Funding Agreement discussed below, no such relationships have been reported. Our employees are expected to make reasoned and impartial decisions in the
 workplace. As a result, approval of a business relationship would be denied if it is believed that the employee's interest in such a relationship could influence decisions relative to the Company's business or have the potential to adversely
 affect the Company's business or the objective performance of the employee's work. In addition, the Company's Code of Conduct requires adherence to a number of other underlying principles which are important to the Company. These items include,
 but are not limited to, restrictions on disclosure of Company information, insider trading, and the protection and use of Company assets.

 The Board of Directors assesses all transactions between the Company and "related persons" as such term is defined in Item 404(a) of Regulation S-K. If a transaction is deemed to be a related party transaction
 that transaction would be reviewed by the Company's Board of Directors and approved by the disinterested members of the Board of Directors.

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 Independent Registered Public Accounting Firm

 The Audit Committee appointed Marcum LLP ("Marcum") as the Company's principal accountants and independent registered public accounting firm, to audit the consolidated financial statements of the Company for the
 year ended December 31, 2023. A representative of Marcum will be present at the meeting and will have the opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions.

 Audit Fees

 Aggregate fees billed by Marcum for professional services rendered for the audit of our annual consolidated financial statements included in the Annual Report on Form 10-K, the review of interim consolidated
 financial statements included in Quarterly Reports on Form 10-Q and the review and audit of the application of new accounting pronouncements and SEC releases were approximately $72,000 for the year ended December 31, 2023 and approximately
 $69,000 for the year ended December 31, 2022.

 Audit Related Fees

 No audit related fees were paid to either Marcum for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not disclosed under
 "Audit Fees" for the years ended December 31, 2023, and 2022.

 Tax Fees and All Other Fees

 No other fees relating to tax advisory or other services were paid to Marcum for professional services rendered to the Company for the years ended December 31, 2023, and 2022.

 Audit Committee Pre-Approval Policy

 Pursuant to its charter, the Audit Committee is responsible for selecting, approving compensation and overseeing the independence, qualifications and performance of the Company's independent accountants. The Audit
 Committee has adopted a pre-approval policy pursuant to which certain permissible audit and non-audit services may be provided by the independent accountants. Pre-approval is generally provided for up to one year, is detailed as to the
 particular service or category of services and may be subject to a specific budget. The Audit Committee may also pre-approve particular services on a case-by-case basis. In assessing requests for services by the Company's independent
 accountants, the Audit Committee considers whether such services are consistent with the auditor's independence; whether the Company's independent accountants are likely to provide the most effective and efficient service based upon their
 familiarity with the Company; and whether the service could enhance our ability to manage or control risk or improve audit quality.

 There were no non-audit related tax or other services provided by Marcum in fiscal years 2023 and 2022.

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a) Documents filed as a part of this report:

 1. Index to Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 688)

 Consolidated Statements of Operations

 Consolidated Balance Sheets

 Consolidated Statements of Changes in Stockholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 (b) Exhibits:

 3.1

 Restated Certificate of Incorporation of AmBase Corporation (as amended and restated – July 15, 2017), (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year
 ended December 31, 2017).

 3.2

 By-Laws of AmBase Corporation (as amended through March 15, 1996), (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017).

 4.1

 Amended & Restated Rights Agreement dated as of March 27, 2019, between the Company and American Stock Transfer and Trust Co. (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on
 Form 10-K for the year ended December 31, 2018).

 4.2

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the year ended
 December 31, 2019).

 10.1

 Employment Agreement dated as of March 30, 2006, between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10H to the Company's Annual Report on Form 10-K for the year ended December
 31, 2005).

 10.2

 Amendment to Employment Agreement dated as of January 1, 2008, between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10E to the Company's Annual Report on Form 10-K for the year
 ended December 31, 2007).

 10.3

 Amendment to Employment Agreement between Richard A. Bianco and the Company extending term of employment to May 31, 2023, (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form
 10-K for the year ended December 31, 2017).

 10.4

 Amendment to Employment Agreement between Richard A. Bianco and the Company extending term of employment to May 31, 2028, (incorporated by reference to Exhibit 10.1 Company's Current report on Form 8-K
 filed January 20, 2023).

 10.5

 111 West 57 th Partners LLC Limited Liability Company Agreement. Dated as of June 28, 2013, (incorporated by reference to
 Exhibit 10.1 to Amendment no. 1 to the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2013).

 10.6

 Second Amended and Restated Limited Liability Company Agreement of 111 West 57 th Investment, LLC dated December 19, 2014
 (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014).

 10.7

 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 to provide to the Company a financial commitment
 in the form of a line of credit up to ten million dollars ($10,000,000) or additional amount(s) as may be necessary and agreed to enable AmBase to contribute capital to the 111 West 57th Property (incorporated by reference to Exhibit 10.9
 to the Company's Annual Report on Form 10-K for the annual period ending December 31, 2016).

 10.8

 Amendment dated May 20, 2019, to the September 2017 Litigation Funding Agreement, between Mr. R.A. Bianco and the Company, (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form
 8-K filed May 21, 2019).

 10.9

 Senior Promissory Note between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company, (incorporated by reference to Exhibit 10.1 to the Company's
 Current report on Form 8-K filed February 9, 2023).

 10.10

 Senior Promissory Note for $325,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on April 10, 2023, and incorporated herein by reference).

 10.11

 Senior Promissory Note for $310,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on May 11, 2023, and incorporated herein by reference).

 10.12

 Senior Promissory Note for $330,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on June 26, 2023, and incorporated herein by reference).

 10.13

 Senior Promissory Note for $333,000, between Richard A. Bianco, the Company's President, and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on July 20, 2023, and incorporated herein by reference).

 10.14

 Senior Promissory Note for $250,000, between Richard A. Bianco, the Company's President, and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on August 15, 2023, and incorporated herein by reference).

 10.15

 Senior Promissory Note for $300,000, between Richard A. Bianco, the Company's President, and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on October 10, 2023, and incorporated herein by reference).

 10.16

 Senior Promissory Note for $450,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on November 28, 2023, and incorporated herein by reference).

 10.17

 Senior Promissory Note for $600,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on December 28, 2023, and incorporated herein by reference).

 10.18

 Senior Promissory Note for $100,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on January 26, 2024, and incorporated herein by reference).

 10.19

 Senior Promissory Note for $50,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on February 8, 2024, and incorporated herein by reference).

 10.20

 Senior Promissory Note for $100,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on February 27, 2024, and incorporated herein by reference).

 10.21

 Senior Promissory Note for $100,000, between Richard A. Bianco, the Company's President and Chief Executive Officer ("Mr. R.A. Bianco") and the Company (filed as Exhibit 10.1 to the Company's Current
 Report on Form 8-K as filed with the SEC on March 11, 2024, and incorporated herein by reference).

 10.22*

 Form of Subscription Agreement filed herewith.

 10.23*

 Standby Purchase Agreement dated February 28, 2024, between BARC Investments LLC and the Company, filed herewith.

 10.24

 August 31, 2012, Supervisory Goodwill Settlement Agreement (originally filed as Exhibit 99 to the Company's Current Report on Form 8-K filed on October 22, 2012, and incorporated by reference herein).

 AmBase Corporation - Code of Ethics as adopted by Board of Directors (incorporated by reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003).

 AmBase Corporation Insider Trading Policies and Procedures (included in the AmBase Corporation – Code of Ethics filed as Exhibit 14 to this Annual Report on Form 10-K).

 21*

 Subsidiaries of the Registrant.

 31.1*

 Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14.

 31.2*

 Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to Rule 13a-14.

 32.1*

 Section 1350 Certification of Chief Executive Officer pursuant to Rule 18 U.S.C. Section 1350.

 32.2*

 Section 1350 Certification of Chief Financial Officer pursuant to Rule 18 U.S.C. Section 1350.

 101.1*

 Balance Sheets; (iii) Consolidated Statements of Cash Flow: and (iv) Notes to Consolidated Financial Statements.

 Exhibits, except as otherwise indicated above, are filed herewith.

 * filed herewith.

 ITEM 16.

 FORM 10-K SUMMARY

 Signatures

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 AMBASE CORPORATION

 /s/RICHARD A. BIANCO

 Chairman, President and Chief Executive

 Officer (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the dates indicated.

 /s/RICHARD A. BIANCO

 Chairman, President,

 Chief Executive Officer and Director

 /s/JOHN FERRARA

 Vice President, Chief Financial Officer

 and Controller

 (Principal Financial and Accounting Officer)

 /s/ALESSANDRA F. BIANCO

 Director

 /s/RICHARD A. BIANCO, JR.

 Director

 /s/JERRY Y. CARNEGIE

 Director

 /s/SCOTT M. SALANT, ESQ.

 Director