SEC Company Response from Investment Managers Series Trust II (CIK 0001587982) — Feb 6, 2026
Investment Managers Series Trust II (CIK 0001587982)
Date: Feb. 6, 2026 · CIK: 0001587982 · Accession: 0001213900-26-013160
AI Filing Summary & Sentiment
File numbers found in text: 333-191476, 811-22894
Letter
VIA EDGAR Division of Investment Management 100 F Street, NE Washington, DC 20549 Re: Investment Managers Series Trust II (File Nos. 333-191476 and 811-22894) (the “Registrant”) on behalf of the Astoria Real Assets ETF
Dear Mr. Orlic:
This letter summarizes the additional comment provided to me by telephone, on behalf of the staff of the U.S. Securities and Exchange Commission (the “Commission”), on February 5, 2026, regarding Post-Effective Amendment No. 477 to the Registrant’s Form N-1A registration statement filed on December 10, 2025 (the “Registration Statement”), with respect to the Astoria Real Assets ETF, a series of the Registrant (the “Fund”). Our response to the comment is included below and will be reflected in a Post-Effective Amendment to the Fund’s Registration Statement (the “Amendment”), which will be filed separately. Capitalized terms not otherwise defined in this letter have the meanings assigned to them in the Registration Statement.
PROSPECTUS
Principal Risks of Investing
1. The Fund’s “Crypto Asset and Blockchain Companies Risk” states “[b]ecause blockchain technology works by having every transaction build on every other transaction, participants can self-police any corruption, which can mitigate the need to depend on the current level of legal or government safeguards to monitor and control the flow of business transactions.” Please remove this sentence from the disclosure.
Response: The Registrant has revised the risk factor as follows:
Crypto Asset and Blockchain Companies Risk. Companies involved in the crypto asset or blockchain industries are subject to the risks associated with blockchain technology. Blockchain technology is new and many of its uses may be untested. There is no assurance that widespread adoption of blockchain technology will occur, and the development and acceptance of competing platforms or technologies may cause consumers or investors to use an alternative to blockchain technology, which may adversely impact companies in the crypto asset blockchain industries. Transacting on a blockchain depends in part specifically on the use of cryptographic keys that are required to access a user’s account (or “wallet”). Cybersecurity incidents may specifically target a user’s transaction history, digital assets, or identity, thereby leading to privacy concerns. The theft, loss, or destruction of these keys could adversely affect a user’s ownership claims over an asset or a company’s business or operations if it was dependent on the blockchain. In addition, certain features of blockchain technology, such as decentralization, open source protocol, and reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing the likelihood of a coordinated response. A significant disruption of internet connectivity affecting large numbers of users or geographic areas could impede the functionality of blockchain technologies. Blockchain platforms are largely unregulated, and the regulatory environment is rapidly evolving. Because blockchain technology works by having every transaction build on every other transaction, participants can self-police any corruption, which can mitigate the need to depend on the current level of legal or government safeguards to monitor and control the flow of business transactions. As a result, companies engaged in such blockchain activities may be exposed to adverse regulatory action, fraudulent activity, or even failure. There can be no guarantee that future regulation of blockchain technology will not have a negative impact on the value of such technologies and of the companies in the which the Fund invests.
* * * * *
If you have any further questions, please contact me at (626) 385-5777. I may also be reached at diane.drake@mfac-ca.com.
Sincerely,
/s/ Diane J. Drake
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CORRESP
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INVESTMENT MANAGERS SERIES TRUST II
235 W. Galena Street
Milwaukee, Wisconsin 53212
VIA EDGAR
February 6, 2026
Mr. David Orlic
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
Re: Investment Managers Series Trust II (File Nos. 333-191476 and 811-22894) (the “Registrant”)
on behalf of the Astoria Real Assets ETF
Dear Mr. Orlic:
This letter summarizes the additional comment
provided to me by telephone, on behalf of the staff of the U.S. Securities and Exchange Commission (the “Commission”), on
February 5, 2026, regarding Post-Effective Amendment No. 477 to the Registrant’s Form N-1A registration statement filed on December
10, 2025 (the “Registration Statement”), with respect to the Astoria Real Assets ETF, a series of the Registrant (the “Fund”).
Our response to the comment is included below and will be reflected in a Post-Effective Amendment to the Fund’s Registration Statement
(the “Amendment”), which will be filed separately. Capitalized terms not otherwise defined in this letter have the meanings
assigned to them in the Registration Statement.
PROSPECTUS
Principal Risks of Investing
1. The Fund’s “Crypto Asset and Blockchain Companies Risk” states “[b]ecause blockchain
technology works by having every transaction build on every other transaction, participants can self-police any corruption, which can
mitigate the need to depend on the current level of legal or government safeguards to monitor and control the flow of business transactions.”
Please remove this sentence from the disclosure.
Response: The Registrant has
revised the risk factor as follows:
Crypto Asset and Blockchain Companies
Risk. Companies involved in the crypto asset or blockchain industries are subject to the risks associated with blockchain technology.
Blockchain technology is new and many of its uses may be untested. There is no assurance that widespread adoption of blockchain technology
will occur, and the development and acceptance of competing platforms or technologies may cause consumers or investors to use an alternative
to blockchain technology, which may adversely impact companies in the crypto asset blockchain industries. Transacting on a blockchain
depends in part specifically on the use of cryptographic keys that are required to access a user’s account (or “wallet”).
Cybersecurity incidents may specifically target a user’s transaction history, digital assets, or identity, thereby leading to privacy
concerns. The theft, loss, or destruction of these keys could adversely affect a user’s ownership claims over an asset or a company’s
business or operations if it was dependent on the blockchain. In addition, certain features of blockchain technology, such as decentralization,
open source protocol, and reliance on peer-to-peer connectivity, may increase the risk of fraud or cyber-attack by potentially reducing
the likelihood of a coordinated response. A significant disruption of internet connectivity affecting large numbers of users or geographic
areas could impede the functionality of blockchain technologies. Blockchain platforms are largely unregulated, and the regulatory environment
is rapidly evolving. Because blockchain technology works by having every transaction build on every other transaction, participants
can self-police any corruption, which can mitigate the need to depend on the current level of legal or government safeguards to monitor
and control the flow of business transactions. As a result, companies engaged in such blockchain activities may be exposed to
adverse regulatory action, fraudulent activity, or even failure. There can be no guarantee that future regulation of blockchain technology
will not have a negative impact on the value of such technologies and of the companies in the which the Fund invests.
* * * * *
1
If you have any further questions, please contact
me at (626) 385-5777. I may also be reached at diane.drake@mfac-ca.com.
Sincerely,
/s/ Diane J. Drake
Diane J. Drake
Secretary
2