Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
February 23 2024 - 7:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 5)
Under
the Securities Exchange Act of 1934
Ambase
Corp.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
023164106
(CUSIP
Number)
Eric
Shahinian
Camac
Partners, LLC
350
Park Avenue, 13th Floor
New
York, NY 10022
914-629-8496
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
2/21/2024
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
|
NAMES
OF REPORTING PERSONS |
|
|
Camac
Partners, LLC |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a)
☐ |
|
|
(b)
☐ |
3 |
|
SEC
USE ONLY |
|
|
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE
VOTING POWER |
|
|
0 |
8 |
|
SHARED
VOTING POWER |
|
|
3,528,430 |
9 |
|
SOLE
DISPOSITIVE POWER |
|
|
0 |
10 |
|
SHARED
DISPOSITIVE POWER |
|
|
3,528,430 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
3,528,430 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.7% |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
OO |
1 |
|
NAMES
OF REPORTING PERSONS |
|
|
Camac
Capital, LLC |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a)
☐ |
|
|
(b)
☐ |
3 |
|
SEC
USE ONLY |
|
|
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE
VOTING POWER |
|
|
0 |
8 |
|
SHARED
VOTING POWER |
|
|
3,528,430 |
9 |
|
SOLE
DISPOSITIVE POWER |
|
|
0 |
10 |
|
SHARED
DISPOSITIVE POWER |
|
|
3,528,430 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
3,528,430 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.7% |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
OO |
1 |
|
NAMES
OF REPORTING PERSONS |
|
|
Camac
Fund, LP |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a)
☐ |
|
|
(b)
☐ |
3 |
|
SEC
USE ONLY |
|
|
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
WC |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE
VOTING POWER |
|
|
0 |
8 |
|
SHARED
VOTING POWER |
|
|
3,528,430 |
9 |
|
SOLE
DISPOSITIVE POWER |
|
|
0 |
10 |
|
SHARED
DISPOSITIVE POWER |
|
|
3,528,430 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
3,528,430 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.7% |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
PN |
1 |
|
NAMES
OF REPORTING PERSONS |
|
|
Eric
Shahinian |
2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a)
☐ |
|
|
(b)
☐ |
3 |
|
SEC
USE ONLY |
|
|
|
4 |
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
AF |
5 |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
☐ |
6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
|
SOLE
VOTING POWER |
|
|
0 |
8 |
|
SHARED
VOTING POWER |
|
|
3,528,430 |
9 |
|
SOLE
DISPOSITIVE POWER |
|
|
0 |
10 |
|
SHARED
DISPOSITIVE POWER |
|
|
3,528,430 |
11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
3,528,430 |
12 |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
☐ |
13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
8.7% |
14 |
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
IN |
Item 1. Security and Issuer
This
Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission on January 7, 2020 (the “Schedule 13D”) and as amended on February 3, 2021, May 31, 2023, August 29, 2023,
and February 20, 2024 by the Reporting Person with respect to the Common Stock of Ambase Corp. (the “Issuer” or the
“Company”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended,
restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have
the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the
“Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended by deleting Item 3 of Schedule 13D in its entirety and replacing it with the following:
The
Shares purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage
firms in the ordinary course of business). The aggregate purchase price of the 3,528,430 Shares beneficially owned by Camac Fund
is approximately $564,549, including brokerage commissions.
Item 5. Interest in Securities of the Issuer
Item
5 is hereby amended by deleting Item 5 of Schedule 13D in its entirety and replacing it with the following:
|
(a) |
The aggregate percentage
of shares of Common Stock reported owned by each person named herein is based upon 40,737,751 shares of Common Stock outstanding, which
is the total number of shares of Common Stock reported outstanding as of the Issuer’s Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on November 9, 2023. |
As
of the close of business on the date hereof, Camac Fund beneficially owned 3,528,430 shares of Common Stock.
Percentage:
Approximately 8.7%
|
(b) |
By
virtue of their respective positions with Camac Fund, each of Camac Partners, Camac Capital, and Eric Shahinian may be deemed to
have shared power to vote and dispose of the Shares reported owned by Camac Fund. |
|
|
|
|
(c) |
Schedule
A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. |
|
|
|
|
(d) |
No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the shares of Common Stock. |
|
|
|
|
(e) |
Not
applicable. |
Item 7. Material to be Filed as Exhibits
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
February 23, 2024
Camac
Partners, LLC |
|
|
|
By: |
Camac
Capital, LLC, |
|
its
general partner |
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member of the GP |
|
Camac
Capital, LLC |
|
|
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
|
Managing
Member |
|
By: |
/s/
Eric Shahinian |
|
|
Eric
Shahinian |
|
Camac
Fund, LP |
|
|
|
By: |
Camac
Capital, LLC, |
|
its
general partner |
|
By: |
/s/
Eric Shahinian |
|
Name: |
Eric
Shahinian |
|
Title:
|
Managing
Member of the GP |
|
SCHEDULE
A
Open
Market Transactions in the Shares by the Reporting Persons During the Past 60 Days
Date of Sale | |
Shares of Common Stock Sold | | |
Price Per Share ($) | |
| |
| | |
| |
CAMAC FUND, LP | |
| | | |
| | |
| |
| | | |
| | |
02/21/2024 | |
| 523,635 | | |
$ | 0.2196 | |
02/22/2024 | |
| 175,400 | | |
$ | 0.2190 | |
Ambase (PK) (USOTC:ABCP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Ambase (PK) (USOTC:ABCP)
Historical Stock Chart
From Aug 2023 to Aug 2024