Pursuit Asset-Based Income Fund (GOFOX): Repurchase and N-8F

What the October 13 notice says

The notice is a Form N-23C-3 filed under Rule 23c-3, the rule that lets an interval fund offer to buy shares back on a schedule. Its terms are short and, for a holder, they are the whole mechanism.

The offer opens 35 days after the notice date, inside the 21 to 42 days the prospectus says Rule 23c-3 allows, and the fund sets the pricing date on the deadline itself, so a holder cannot see the price before the withdrawal window closes. The notice also says plainly: “You are not required to sell any of your shares during any Repurchase Offer.” Nothing in the notice mentions Form N-8F, liquidation or deregistration (our reading of the full text). The next section is about a document filed three weeks before it.

What Form N-8F says, answer by answer

Form N-8F is the SEC form a registered fund files to ask for an order that it is no longer a registered investment company; the fund’s own verification calls it a “Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940.” Pursuit filed it on September 22, 2026. Here is what it contains.

Three statements in the answers matter most to a holder, and all three are the fund’s own words.

• Liquidation is described, but the box is “abandonment.” The answer to question 15(b) says: “The abandonment of the Fund's registration is part of, and incidental to, the Fund's liquidation and termination pursuant to the Plan of Liquidation approved by the Board of Trustees.” The plan is not attached and the form does not give its terms.
• The fund does not stop; it changes legal form. Question 25: “The Fund intends to rely on section 3(c)(1) of the Investment Company Act of 1940 (the “Act”) and continue operating as a private fund.” It adds that “Following issuance of the deregistration order, the Fund will be a C-corporation” and that the fund expects to move assets from its wholly owned LLC subsidiary into the fund, which “will hold those assets directly until they can be liquidated.”
• Holders are told what they lose. The fund “has notified, or promptly after receiving the deregistration order requested herein will notify, its beneficial owners that certain legal protections afforded to shareholders of an investment company registered under the Act will no longer apply.”

What the form does not tell you

The form’s own instruction note says that for an abandonment a fund answers “only questions 1 through 15, 24 and 25.” That is why questions 16 to 23, which ask whether assets were distributed, how many shareholders remain, what assets and debts the fund has and what the liquidation cost, are left blank with neither Yes nor No checked. A blank there does not mean no distribution was made; it means the form did not ask. As a result the filing gives no liquidation date, no amount or schedule of distributions, no expenses and no count of holders other than “less than 100 beneficial owners.” It also does not say what happens to the November 17 offer if the SEC issues its order first, and the October notice is silent on that too. No later filing under the fund’s CIK appears in the EDGAR list as of October 14, 2026. SEC notices and orders on applications are published outside a fund’s own filing list, and we did not search them.

Seven weeks of filings, in order

The board vote came 41 days after the July 29 prospectus update, which still says that “The Fund continuously offers” its shares (our arithmetic for the gap). The 486BPOS does not name FAT Brands (our search of the saved text). The results of the August 18 offer will be in the report for the six months to September 30, 2026; they are not on EDGAR yet.

The price: $10.03 to $8.26

The first drop has an explanation in the filings. The annual report says the FAT positions were written down in full, $7,053,647 plus $278,736 of reversed interest, after an April 29, 2026 auction drew bids it describes as materially below the fund’s collateral value, and the manager’s letter calls it “an approximately 12% negative impact to net asset value”. The letter also states that excluding the impairment the total return since October 1, 2025 would have been 5.96% rather than -6.72%, a manager figure that is not a GAAP number. The ten FAT lines were worth $7,053,646.64 at both December 31 and March 31 (12.24% and 12.03% of net assets in Form N-PORT, our arithmetic) and zero at June 30.

The second drop, from $8.76 on July 7 to $8.26 on October 6 (down 5.7%, our arithmetic), has no explanation in anything filed. No annual or semiannual report covers that period yet, and the October notice gives only the number.

The annual report also shows two net asset figures for the same date. Form N-PORT filed May 22 put net assets at March 31 at $58.65 million; the annual report put them at $51.93 million, a $6.72 million gap (our arithmetic) close to the write-down. The report explains that “net asset values for financial reporting purposes and the returns based upon net asset values may differ from the net asset values and returns for shareholder transactions.”

The April offer was oversubscribed

The first offer under the fund’s program ran April 14 to May 19, 2026. The annual report records the result: “At the close of the repurchase period, 7.12% of shares were requested for repurchase, requiring a proration of 98.1275% of the share requests.” The fund used its discretion to buy up to 7% and bought 419,377.24 shares, 7.00% of outstanding, at $8.89 (about $3.73 million: the N-PORT for the quarter reports $3,728,263.70 repurchased in May).

Two things stand out. Holders who had tendered at the April notice were quoted $10.03 and were paid $8.89, an 11.4% difference (our arithmetic); the notice allowed withdrawal until May 19, and the write-down was recorded on May 1, 18 days before. The filings do not say when or whether holders were told. And the fund sold only $700,000 of new shares from April through June against $3.73 million repurchased (our arithmetic: 5.3 times), so the offer was funded from the portfolio and the credit line, not from new money.

Portfolio and leverage: Dec 31, Mar 31, Jun 30

Net assets in the June report are 15.5% below December (our arithmetic). The May repurchase took $3.73 million; the filings we saved do not give a full bridge for the rest. The fund paid down its line by $8.25 million between March 31 and June 30 (our arithmetic: $15.40 million to $7.15 million). The credit agreement is a $30 million secured revolver with Forbright Bank at Term SOFR plus 3.625%, maturing October 27, 2028. After the May 28 amendment it requires minimum tangible net worth of $45 million. June 30 net assets were $3.69 million above that figure (our arithmetic); the filings we saved do not define tangible net worth, and no later net asset figure is public.

What the 69 lines of the June 30 schedule show, from our own count of the Form N-PORT:

• Short and high-rate. 58 loans and facilities had a value above zero, at a value-weighted annualized rate of 14.96% (15.17% at December 31, our arithmetic). 20.6% of their value, 13 positions, had a stated maturity on or before December 31, 2026; 52.2% by June 30, 2027 and 75.8% by December 31, 2027. A maturity date is the contract date, not a promise of repayment.
• Concentrated. The ten largest lines were 51.7% of net assets at June 30 (our arithmetic). The largest, NEX SMB Financing 2026-2, was $3.73 million, 7.7% of net assets.
• What it lends against. At March 31 the annual report put merchant financing at 20.3% of net assets, litigation financing 19.4%, working capital 12.1%, healthcare receivables 11.6%, and credit facilities for trade finance (21.2%) and sports and media rights (8.3%). Total investments were 129.2% of net assets, because of the borrowing, and 124.8% were restricted Level 3 securities valued with unobservable inputs.
• The manager is almost the fund. The July prospectus says the adviser, founded in 2024, has $48.3 million in assets under management as of June 30, 2026, within 1% of the fund’s $48.69 million N-PORT net assets.

What it costs to hold

The incentive fee starts only when a quarter’s net investment income exceeds 1.75% of average net assets; above 1.969% it takes 12.5% of net investment income. It is measured on income, so the fund booked $387,620 of incentive fees in the same period in which unrealized depreciation was $7.05 million (our arithmetic: both from the statement of operations). The expense limitation agreement runs to October 1, 2026 and renews automatically for twelve-month periods. No sales load applies to Class I, minimum initial investment is $1 million and there is no early repurchase fee.

What a holder can do with this

• Decide by November 17. Requests go to the transfer agent (UMB Fund Services) or through your broker or adviser. You can withdraw until 4:00 p.m. Eastern that day, and the price is set that afternoon. If you hold through an intermediary, ask for its earlier cut-off.
• Expect proration. In May, 7.12% was requested against a 5% offer. If a larger share asks this time and the fund declines the extra 2%, everyone is prorated and unfilled requests get no priority next quarter.
• Ask what the Plan of Liquidation says. The N-8F says the fund notified, or will notify, owners that registered-fund protections will no longer apply. Ask the fund or your adviser for the plan, the expected order date, whether future repurchase offers continue, and how distributions will be made.
• Check the tax side before tendering. The notice itself says a withdrawal “may be a taxable event”; the N-8F says the fund “will be a C-corporation” once the order issues, and what that means for your holding is a question for a CPA who has read the plan. This is not tax advice.
• Watch for the next report. The semiannual report for the period to September 30, 2026 will show the August offer’s result and the portfolio after the write-down.

This is a decision between selling into a 5% window at a NAV not yet known and holding a position whose legal form is changing. For a position of this size the useful second opinion comes before November 17, not after it.

Related reading: what an interval fund is and how the 5% rule works, the list of interval funds ranked by size, Oaktree's asset-backed income interval fund and the private credit redemptions tracker.

FAQ

All figures are from Pursuit Asset-Based Income Fund's SEC filings read on EDGAR on October 14, 2026 (CIK 2055004): Form N-23C-3 notices of April 14, July 14 and October 13, 2026 (accessions 0001213900-26-043312, 0001213900-26-077834, 0001213900-26-108812), Form N-8F of September 22, 2026 (0001213900-26-102042), the annual report on Form N-CSR for the year ended March 31, 2026 (0001213900-26-066249), the prospectus update on Form 486BPOS of July 29, 2026 (0001213900-26-082881) and Form N-PORT reports for December 31, 2025, March 31, 2026 and June 30, 2026 (0001193125-26-066572, 0001193125-26-237029, 0001193125-26-360732). Percentages, sums, day counts and portfolio statistics are our arithmetic from those filings, with the script saved with the data. Form N-8F answers are the fund's statements, not SEC findings. This is analysis of public documents, not investment, legal or tax advice.