DSS AmericaFirst Quantitative Funds

10/22/2025 | Press release | Distributed by Public on 10/22/2025 12:49

Deregistration Application (Form N-8F)

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

FORM N-8F

APPLICATION FOR DEREGISTRATION

OF CERTAIN REGISTERED INVESTMENT COMPANIES

I.

General Identifying Information

1.

Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

[ ]

Merger

[X]

Liquidation

[ ]

Abandonment of Registration

(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

[ ]

Election of status as a Business Development Company

(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

2.

Name of fund: DSS AmericaFirst Funds

3.

Securities and Exchange Commission File No.: 811-22669

4.

Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

[X]

Initial Application

[ ]

Amendment

5.

Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

275 Wiregrass Parkway

West Henrietta, NY 14586

6.

Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Parker Bridgeport

Thompson Hine LLP

41 S. High St., 17th Floor

Columbus, Ohio 43215

(614) 469-3238

7.

Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:

Mutual Shareholder Services, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights OH 44147

(440) 922-0066

Arbor Court Capital, LLC

8000 Town Centre Drive, Suite 300Broadview Heights, OH 44147

(440) 922-0066

Fifth Third Bank

38 Fountain Square Plaza

Cincinnati, Ohio, 45263

(513)358-9794

AmericaFirst Wealth Management, Inc.

c/o Jason Grady

275 Wiregrass ParkwayWest Henrietta, NY 14586

(585) 746-7629

NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.

8.

Classification of fund (check only one):

[X]

Management company;

[ ]

Unit investment trust; or

[ ]

Face-amount certificate company.

9.

Subclassification if the fund is a management company (check only one):

[X]

Open-end

[ ]

Closed-end

10.

State law which the fund was organized or formed (e.g., Delaware, Massachusetts): Delaware

11.

Provide the name and address of each investment adviser of the fund (including sub-advisors) during the last five years, even if the fund's contracts with those advisers have been terminated:

AmericaFirst Wealth Management, Inc.

275 Wiregrass Parkway

West Henrietta, NY 14586

AmericaFirst Capital Management, LLC

9700 Village Center Drive, Suite 50-N

Granite Bay, CA 95746

Vital Records Control

1200 E. Granger Rd.

Brooklyn Heights, OH 44131

216-749-4636

12.

Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund's contracts with those underwriters have been terminated:

Arbor Court Capital, LLC

8000 Town Centre Drive, Suite 300

Broadview Heights, OH 44147

13.

If the fund is a unit investment trust ("UIT") provide: N/A

(a)

Depositor's name(s) and address(es):

(b)

Trustee's name(s) and address(es):

14.

Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

[ ] Yes [X] No

If Yes, for each UIT state:

Name(s):

File No.: 811-_____

Business Address:

15.

(a)

Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[X] Yes

[ ] No

If Yes, state the date on which the board vote took place: August 1, 2025.

If No, explain:

(b)

Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

[ ] Yes

[X] No

If Yes, state the date on which the shareholder vote took place:

If No, explain:

Neither the Delaware Statutory Trust Act, nor the Registrant's Amended and Restated Agreement and Declaration of Trust require a shareholder vote to achieve liquidation.

I.

Distributions to Shareholders

16.

Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

[X] Yes

[ ]No

(a)

If Yes, list the date(s) on which the fund made those distributions):

September 4, 2025 and October 15, 2025

(b)

Were the distributions made on the basis of net assets?

[X] Yes

[ ] No

(c)

Were the distributions made pro rata based on share ownership?

[X] Yes

[ ] No

(d)

If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

(e)

Liquidations only:

Were any distributions to shareholders made in kind?

[ ] Yes

[X] No

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

17.

Closed-end funds only:

Has the fund issued senior securities?

[ ] Yes

[ ] No

If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:

18.

Has the fund distributed all of its assets to the fund's shareholders?

[X] Yes

[ ] No

If No,

(a)

How many shareholders does the fund have as of the date of this form is filed?

(b)

Describe the relationship of each remaining shareholders to the fund:

18.

Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

[ ] Yes

[X] No

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

I.

Assets and Liabilities

18.

Does the fund have any assets as of the date this form is filed?

(See question 18 above)

[ ] Yes

[X] No

If Yes,

(a)

Describe the type and amount of each asset retained by the fund as of the date this form is filed:

(b)

Why has the fund retained the remaining assets?

(c)

Will the remaining assets be invested in securities?

[ ] Yes

[ ] No

18.

Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

[ ] Yes

[X] No

If Yes,

(a)

Describe the type and amount of each debt or other liability:

(b)

How does the fund intend to pay these outstanding debts or other liabilities?

I.

Information About Event(s) Leading to Request for Deregistration

22.

(a)

List the expenses incurred in connection with the Merger or Liquidation:

(i)

Legal:

$17,583.00

(ii)

Accounting:

$0.00

(iii)

Other:

a.

Transfer Agent

$15,000.00

b.

Administration

$0.00

c.

Mailing

$981.94

d.

Storage

$3,033.84

e.

Insurance

$20,157.20

(iv)

Total (sum of lines (i) - (iii) above):

$56,755.98

(a)

How were those expenses allocated? Allocation by relative net asset value among the series of the Registrant.

(b)

Who paid those expenses? The three series of the Registrant.

(c)

How did the fund pay for unamortized expenses (if any)? None, as they were expensed prior to liquidation.

23.

Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

[ ] Yes

[X] No

If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been issued, the file number and date the application was filed:

I.

Conclusion of Fund Business

24.

Is the fund a party to any litigation or administrative processing?

[ ] Yes

[X] No

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

25.

Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

[ ] Yes

[X] No

If Yes, describe the nature and extent of those activities:

I.

Mergers Only

26.

(a)

State the name of the fund surviving the Merger:

(b)

State the Investment Company Act file number of the fund surviving the Merger:

(a)

If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed

(b)

If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

VERIFICATION

The undersigned states (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of, DSS AmericaFirst Funds, (ii) he is Treasurer of DSS AmericaFirst Funds and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.

/s/ Bob Anistasi

Bob Anistasi

Treasurer

DSS AmericaFirst Funds

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