Item 1.01 Entry Into a Material Definitive Agreement.

In February 2023, the Company and Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") entered into a Senior Promissory Note for Mr. R. A. Bianco to provide a loan to the Company of three hundred thousand dollars ($300,000) at an interest rate of 6.5% per annum, (the "Promissory Note"), for working capital.

The Promissory Note is 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 57th legal proceedings), sufficient to pay all amounts due under this this Note, including all accrued interest thereon, including without limitation, from a settlement of the 111 West 57th legal proceedings or (b) February 28, 2025.

AmBase and Richard A. Bianco further agreed that amounts due pursuant to the Promissory Note plus interest can be converted by Richard 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.

A copy of the Promissory Note is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

As previously reported, in order to provide the necessary cash resources to continue operations and continue the litigation related to the 111 West 57th Street Property, the Company is currently considering and evaluating various strategic funding and/or financing alternatives in order to raise approximately $7 million in funding. Such funding that may be provided by a variety of sources, including but not limited to third parties, existing shareholders of the Company and/or Company management, and may take in the form of litigation funding agreements, equity securities, securities pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, debt securities, loans, or any combination thereof. Any sale of securities by the Company may not be offered or sold absent registration under the Securities Act of 1933, as amended (the "Act'), or an applicable exemption from such registration, which may include exemptions pursuant to Rule 506(b) or 506(c) of Regulation D under the Act.

The terms and conditions of any such funding and/or financing agreements are expected to take several months to negotiate and finalize. Depending on the timing of any such agreements, 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. However, there can be no assurance that the Company will be able to secure any such funding and/or financing arrangements on acceptable terms or at all.

For additional information concerning the Company's legal proceedings relating to the 111 West 57th Property, see the description of legal proceedings in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as supplemented by the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, (collectively, the "Prior Periodic Reports").

The information in this Current Report on Form 8-K should be read in conjunction with the Prior Periodic Reports. A more complete discussion of the Company's financial condition and results of operations are also set forth in the Prior Periodic Reports, including without limitation the disclosures under the headings "Risk Factors" and "Cautionary Statement for Forward-Looking Information."

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.

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Item 9.01 Financial Statements and Exhibits





(d)  Exhibits

Exhibit Number                              Exhibit Title

  10.1           Senior Promissory Note between Richard A. Bianco, the Company's
                 President and Chief Executive Officer ("Mr. R. A. Bianco") and the
                 Company.

104.1            The Cover Page from this Current Report on Form 8-K, formatted in
                 Inline XBRL.

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