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AXS 1.25X NVDA Bear Daily ETF

(Ticker Symbol: NVDS)

 

A series of Investment Managers Series Trust II (the “Trust”)

 

Supplement dated August 8, 2023, to each currently effective

Prospectus, Summary Prospectus and Statement of Additional Information (“SAI”).

 

(This Supplement replaces the Supplement on behalf of the AXS 1.25X NVDA Bear Daily ETF dated July 24, 2023.)

 

On July 19, 2023, the Board of Trustees of the Trust approved, based on the recommendation of AXS Investments LLC, the investment advisor to the AXS 1.25X NVDA Bear Daily ETF (the “ETF”), a reverse split of the issued and outstanding shares of the ETF.

 

After the close of trading on the ETF’s Exchange on or about August 14, 2023, the ETF will affect a reverse split of its issued and outstanding shares as follows:

 

ETF Name Reverse Split Ratio Exchange Approximate decrease in total number of shares outstanding
AXS 1.25X NVDA Bear Daily ETF 1-for-5 Nasdaq 80%

 

Shares of the ETF will begin trading on its Exchange on a split-adjusted basis on or about August 15, 2023.

 

As a result of the reverse split, every 5 shares of the ETF will be exchanged for one share of the ETF. Accordingly, the total number of issued and outstanding shares of the ETF will decrease by the approximate percentage indicated above. In addition, the per share net asset value (“NAV”) and next day’s opening market price will increase approximately 5 times for the ETF. The reverse split will not change the total value of a shareholder’s investment, except with respect to the redemption of fractional shares as described below. The table below provides a simplified illustration of the effect of a hypothetical 1-for-5 reverse split (actual NAV, shares and total market value may vary):

 

1-for-5 Reverse Split

 

Period # of Shares Owned Hypothetical NAV Per Share Total Market Value
Pre-reverse split 1250 $8 $10,000
Post-reverse split 250 $40 $10,000

 

The reverse split may result in a shareholder holding a fractional share of the ETF. However, fractional shares cannot trade on the Exchange. Depending on the policies of a shareholder’s broker, shareholders who otherwise would be entitled to receive fractional shares may instead receive an amount of cash equivalent to the value of a fraction of one share to which such holder would otherwise be entitled. Please consult your broker about its policies regarding fractional shares. The redemption of such fractional shares may have tax implications for those shareholders, and a shareholder could recognize a gain or a loss in connection with the redemption of the shareholder’s fractional shares. Otherwise, the reverse split is not expected to result in a taxable transaction for ETF shareholders. Please consult your tax advisor about the potential tax consequences. No transaction fee will be imposed on shareholders for the redemption of fractional shares.

 

For additional information regarding the reverse split, shareholders may call the ETF at 1-303-623-2577.

 

Please file this Supplement with your records.