AmBase Corp
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
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What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-24.
0001140361-25-010025
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001140361-26-012027
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 51 previous paragraphs and 77 current paragraphs.
47 unchanged; 2 reworded; 28 added; 1 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 29 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
funds may be expended, and management’s time devoted to projects that may not be completed,
Current report
required approvals may not be obtained from governmental entities or other third parties,
Current report
construction costs of a project may exceed original estimates, negatively impacting the economic feasibility of the project,
Current report
projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortages,
Current report
occupancy rates and rents at a completed project may be less than anticipated, and
Current report
expenses at completed development projects may be higher than anticipated.
Current report
deterioration in regional and local economic and real estate market conditions,
Current report
failure to complete construction and lease-up on schedule or within budget may increase debt service expense and construction and other costs,
Current report
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,
Current report
changes in interest rate levels, rates of inflation and the availability of financing,
Current report
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,
Current report
potential changes in supply of, or demand for rental properties similar to the Company’s,
Current report
competition for tenants and changes in rental rates,
Current report
concentration in a single real estate asset and class,
Current report
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,
Current report
difficulty in reletting properties on favorable terms or at all,
Current report
impairments in the Company’s ability to collect rent payments when due,
Current report
the potential for uninsured casualty and other losses,
Current report
the impact of present or future environmental legislation and compliance with environmental laws,
Current report
the effects of global pandemics such as COVID-19 and government responses thereto; and
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (1)
Previous report
On April 1, 2024, the Company completed the issuance and sale, of 44,200,460 shares of the Company’s common stock (the “Shares”) in theprivate placement offering (the “Equity Offering”)on the previously disclosed terms and conditions in the Company’s Forms 8-K filed with the SEC on February 28, 2024 and April 1, 2024, including 1,250,000 Shares purchased by an institutional investor not affiliated with the Company and 42,950,460 Shares purchased by BARC Investments, LLC, an affiliate of the Company owned and controlled by two of the Company’s directors and their sibling. The offer and sale of the shares in the Equity Offering was completed in reliance on the exemption from registration under Rule 506(c) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. See Part II – Item 8 – Note 5 to the Company’s consolidated financial statements, for additional information
Reworded paragraphs (2)
Previous wording
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, litigation funding agreements, 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.
Current wording
In order to continue as a going concern and fund anticipated future litigation expenses, the Company will need to raise additional capital. The Company continues to explore all possible strategic alternatives to meet is capital needs, 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 management and/or affiliates of the Company, financial institutions or other stockholders of the Company, litigation funding agreements from management and/or affiliates of the Company, financial institutions, other stockholders of the Company, or other third parties, or any combination thereof, and seeking recoveries from various sources. The Company intends for any sales of debt or equity securities or any borrowings from any parties to be on market terms to be agreed upon at the time of any transaction. However, there can be no assurance that the Company will be able to raise capital or obtain financing on terms acceptable to the Company, if at all. 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 capital. 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.
Previous wording
The Company will continue to consider and explore other litigation funding agreements with third party litigation funders that it could enter into for portions of the litigation costs for up to $5 million of funding, at market terms to be agreed upon at such times. In general, litigation funding agreements are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received. There can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all.
Current wording
As noted above, the Company continues to explore all possible strategic alternatives to meet its capital needs. Litigation funding agreements are special types of financing arrangements that generally are structured so that the litigation funder would receive back their initial funding amount first (i.e. before any recovery is received by the Company), plus an additional multiple ranging from 1.0 times to 3.5 times the amount funded (depending on various factors), plus depending on the funder, additional fees, expenses, interest and potentially an additional percentage of the total recovery received. If the Company continues to source capital through one or more litigation funding agreements, there can be no assurance that the Company would be able to secure any such additional litigation funding on acceptable terms or at all. For additional information with regard to the Company’s March 2026 litigation funding agreements see Part II – Item 8 – Note 12 to the Company’s consolidated financial statements.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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 if it will prevail with respect to any of its claims.