As filed with the Securities and Exchange Commission on November 9 , 2026

Securities Act Registration No. 333-299134

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

Pre-Effective Amendment No. 1

Post-Effective Amendment No. ____

Gator Capital Investment Trust
(Exact Name of Registrant as Specified in Charter)

2502 N. Rocky Point Drive, Suite 665
Tampa, Florida 33607
(Address of Principal Executive Offices)

(813) 282-7870
(Registrant’s Area Code and Telephone Number)

Derek Pilecki, President
c/o Gator Capital Management, LLC
2502 N. Rocky Point Drive, Suite 665, Tampa, Florida 33607
(Name and Address of Agent for Service)

With Copy To:

Jeffrey Skinner, Esq.
Kilpatrick Townsend & Stockton LLP
1001 West Fourth Street
Winston-Salem, North Carolina 27101
(336)-607-7512

Title of securities being registered: Shares of a series of the Registrant – Gator Capital Long/Short ETF.

No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares.

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

THE CALDWELL & ORKIN FUNDS, INC.

Gator Capital Long/Short Fund

2502 N. Rocky Point Drive, Suite 665
Tampa, Florida 33607
November 10, 2026

Dear Shareholder:

You are receiving this Information Statement/Prospectus because you own shares in Gator Capital Long/Short Fund (the “Target Fund”), a series of The Caldwell & Orkin Funds, Inc. (the “Mutual Fund Corporation”), a Maryland corporation.

The Target Fund currently operates as an open-end mutual fund. The Target Fund will be reorganized into an exchange traded fund (“ETF”) through the reorganization of the Target Fund with and into Gator Capital Long/Short ETF (the “Acquiring Fund”), a newly created series of Gator Capital Investment Trust, a Delaware Statutory Trust (the “ETF Trust”) (the “Reorganization”). ETFs are structurally different from mutual funds in several important aspects:

As part of the Reorganization, the Target Fund will be liquidated. The Acquiring Fund will continue to be managed by Gator Capital Management, LLC, a Delaware limited liability company (the “Adviser”). The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies, and substantially similar principal investment strategies and risk profiles.

The Reorganization will take place pursuant to an Agreement and Plan of Reorganization by and among the Mutual Fund Corporation, on behalf of the Target Fund, the ETF Trust on behalf of the Acquiring Fund, and Gator Capital Management, LLC (solely with respect to Sections 4.4 and 8.2) (the “Plan”), a copy of which is attached to these materials as Appendix A. The Plan has been filed as an exhibit to the Acquiring Fund’s Registration Statement on Form N-14 of which the combined Information Statement /Prospectus is a part.

The Plan provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (Acquiring Fund shares)

and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of: (1) such shares of the Acquiring Fund to the Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Cash-Out Shareholders equal in value to the NAV of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to Target Fund shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund. For U.S. federal income tax purposes, (a) if you hold your shares in a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an individual retirement account (“IRA”) or other tax-deferred retirement account, any cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisor to determine the tax consequences to you of any such payment. As discussed further below, some shareholders may need to take additional action in order to receive shares of the Acquiring Fund in connection with the Reorganization. However, the Reorganization will not dilute the value of your investment.

We believe the Reorganization will provide multiple benefits for investors. These benefits include:

of scale would be shared with shareholders, including through the advisory fee breakpoint schedule.

We acknowledge, however, that the Reorganization will subject investors to certain ETF-specific risks, including the risk that shares of the Acquiring Fund will trade at market prices that may be above (premium) or below (discount) the Acquiring Fund’s NAV or that the Acquiring Fund’s “authorized participants” will not engage in creation or redemption transactions, which could cause the Acquiring Fund’s shares to trade at a discount to NAV and possibly face trading halts and/or delisting. Following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market that shareholders do not experience as shareholders of the Target Fund.

At a meeting held June 18, 2026, the Board of Directors of the Mutual Fund Corporation including all of the Independent Directors (i.e., directors who are not “interested persons” of the Target Fund as that term is defined in the 1940 Act), approved the Reorganization and determined that participation in the Reorganization is in the best interests of the Target Fund and that the interests of existing shareholders of the Target Fund would not be diluted as a result of the Reorganization. No shareholder vote is required to complete the Reorganization. We are not asking you for a proxy and you are requested not to send us a proxy.

Importantly, in order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your shares of the Target Fund through a brokerage account that can accept shares of an ETF. If you do not currently hold your shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund, please review the accompanying materials closely for additional actions that you must take to receive shares of the Acquiring Fund as part of the Reorganization. No further action is required for shareholders that hold shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund.

If you do not wish to participate in the Reorganization, you can redeem your Target Fund shares. Prior to doing so, however, you should consult with your tax advisor and consider the associated U.S. federal income and other tax consequences.

The accompanying Information Statement/Prospectus provides more information about the Reorganization. Please carefully review the additional information provided in this document. If you have questions, please call ( 888 ) 846-1548 .

By Order of the Board of Directors  of the Mutual Fund Corporation,

QUESTIONS AND ANSWERS

Shareholders should read this entire Information Statement/Prospectus carefully.

The following is a brief Q&A that will help explain the Reorganization (as defined below), including the reasons for the Reorganization. A more detailed discussion of the Reorganization follows this section.

Q.       What is happening to my investment? Why am I receiving an Information Statement/Prospectus?

A.       You are receiving this Information Statement/Prospectus because you own shares in Gator Capital Long/Short Fund (the “Target Fund”), a series of The Caldwell & Orkin Funds, Inc. (the “Mutual Fund Corporation”), a Maryland corporation.

The Target Fund currently operates as an open-end mutual fund. The Target Fund will be reorganized into an exchange traded fund (“ETF”) through the reorganization of the Target Fund with and into Gator Capital Long/Short ETF (the “Acquiring Fund”), a newly created series of Gator Capital Investment Trust, a Delaware Statutory Trust (the “ETF Trust”) (the “Reorganization”). The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies, and substantially similar principal investment strategies and risk profiles. Following the Reorganization, the Target Fund will be liquidated.

The Reorganization will be accomplished in accordance with an Agreement and Plan of Reorganization (the “Plan”), which provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (Acquiring Fund shares) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of (1) such shares of the Acquiring Fund to the Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Target Fund Shareholders who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund (“Cash-Out Shareholders”) equal in value to the aggregate net asset value (“NAV”) on the date the Reorganization occurs (the “Closing Date”) of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to the Target Fund shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount of cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, any cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisor to determine the tax consequences to you of any such payment.

If you remain a shareholder of the Target Fund on the Closing Date, you will receive shares of the Acquiring Fund and, in some cases, cash that combined with the shares have the same value as your shares of the Target Fund on that date. Shares of the Acquiring Fund are not issued in

fractional shares, so cash will be paid to some shareholders in lieu of fractional shares of the Acquiring Fund. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisor to determine the tax consequences to you of any such payment.

If you hold your shares of the Target Fund in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investments in ETF shares. If such a change is not made before the Reorganization, you will not receive shares of the Acquiring Fund as part of the Reorganization. Instead, your investment will be liquidated and you will receive cash equal in value to the NAV on the Closing Date of your Target Fund shares (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, if you hold your shares in (i) a taxable account, this cash payment will be a taxable event, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

If you hold your shares of the Target Fund in an account directly with the Target Fund at its transfer agent, Ultimus Fund Solutions, LLC (a “fund direct account”), you should transfer your shares of the Target Fund to a brokerage account that can accept shares of the Acquiring Fund prior to the Reorganization. If such a transfer is not made before the Reorganization, the Acquiring Fund shares you receive as part of the Reorganization will be held in a “hold only” account maintained by the Acquiring Fund’s transfer agent for your benefit until a brokerage account is identified or for a maximum of one year. If these Acquiring Fund shares are not transferred into an appropriate brokerage account within a year of the Closing Date of the Reorganization, your Acquiring Fund shares will be liquidated and the cash proceeds sent to your account of record (less any applicable withholding tax and subject to applicable federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, (a) if you hold your shares in a taxable account, this cash payment will be a taxable event, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

Q.       What are the differences between an ETF and a mutual fund?

A.       ETFs are structurally different from mutual funds in several important aspects:

As a result of these structural differences, there are certain benefits associated with the ETF structure, such as secondary market liquidity, increased transparency, and the potential for increased tax efficiency. There are, however, certain risks associated with the ETF structure, including the risk that shares of an ETF will trade at market prices that are above (premium) or below (discount) NAV, or that an ETF’s “authorized participants” will not engage in creation or redemption transactions which could cause the Acquiring Fund’s shares to trade at a discount to NAV and possibly face trading halts and/or delisting. Following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market that shareholders do not experience as shareholders of the Target Fund.

Q.       Has the Board of Directors of the Target Fund approved the Reorganization?

A.       Yes. The Board of Directors of the Mutual Fund Corporation (“Target Fund Board”) approved the Reorganization at a meeting held June 18, 2026. The Target Fund Board, including all of the Independent Directors (i.e., members of the Target Fund Board who are not “interested persons” of the Target Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), determined that, for the Target Fund, the participation in the Reorganization is in the best interests of the Target Fund and that the interests of existing Target Fund shareholders will not be diluted as a result of the Reorganization.

Q.       What information did the Target Fund Board consider when evaluating the Reorganization?

A.       The Target Fund Board considered the Reorganization proposed by Gator Capital Management, LLC, a Delaware limited liability company (the “Adviser”) and approved the Plan with respect to the Target Fund. In considering the Plan, the Target Fund Board requested and received detailed information from the Adviser, regarding the Reorganization, including: (1) the investment objectives, investment strategies, and fundamental investment policies of the Target Fund and the Acquiring Fund; (2) a comparison of the fees and expenses of the Funds; (3) the proposed plans for ongoing management, distribution, and operation of the Acquiring Fund; (4) the management and business of the Adviser; (5) the impact of the Reorganization on the Target Fund and shareholders of the Target Fund; and (6) the specific terms of the Plan.

Q.       Why is the Reorganization occurring?

A.       The Adviser proposed that the Target Fund be reorganized into the Acquiring Fund because of certain benefits associated with the ETF structure, which the Adviser believes will better serve the interests of Target Fund shareholders. As discussed in more detail below, these shareholder benefits include (1) additional trading flexibility, as ETF shares can be bought and sold on an exchange throughout the trading day; (2) increased transparency through daily portfolio disclosure; (3) potential for enhanced tax efficiency due to the in-kind creation and redemption mechanism; and (4) potential for asset growth and economies of scale, as the ETF structure is accessible to a broader range of investors and distribution platforms.

Q.       How will the Reorganization affect me as a shareholder?

A.       If the Reorganization is consummated, you will cease to be a shareholder of the Target Fund. In order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your shares of the Target Fund through a brokerage account that can accept shares of an ETF (such as the Acquiring Fund) on the Closing Date. If you hold your shares of the Target Fund through a brokerage account that can accept shares of an ETF on the Closing Date, you will automatically become a shareholder of the Acquiring Fund. As described in more detail above, upon completion of the Reorganization, you will receive shares of the Acquiring Fund and, in some cases, cash having an aggregate NAV equal to the aggregate NAV of the shares of the Target Fund you owned on the Closing Date. Shares of the Acquiring Fund are not issued in fractional shares. As a result, cash will be paid to shareholders in lieu of fractional shares. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

Q.      What will happen if I do not have a brokerage account that can accept Acquiring Fund shares at the time of the Reorganization?

A.       The following account types cannot hold shares of ETFs:

hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

The liquidation of your investment and return of cash, or the transfer of your investment, may also be subject to fees, expenses and U.S. federal income tax, as discussed in this Information Statement/Prospectus. It may take time for you to receive your cash. Please consult with your financial intermediary and tax advisors for more information on the impact that the Reorganization will have on you and your investments.

If you do not currently hold your shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund, please see the information below for additional actions that you must take to receive shares of the Acquiring Fund as part of the Reorganization. No further action is required for shareholders that hold shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund.

Q.       If you are unsure about the ability of your account to accept shares of the Acquiring Fund, please call ( 888 ) 846-1548 or contact your financial advisor or other financial intermediary.

A.       After the Reorganization, individual shares of the Acquiring Fund may only be purchased and sold in the secondary market. Shares of the Acquiring Fund will be listed for trading on NYSE Arca, Inc. Shares of the Acquiring Fund may also be traded on other national securities exchanges, electronic crossing networks, and other alternative trading systems. Should you decide to purchase or sell shares of the Acquiring Fund after the Reorganization, you will need to place a trade through a broker who will execute your trade in the secondary market at prevailing market prices. Because the Acquiring Fund’s shares trade at market prices rather than at NAV, the Acquiring Fund’s shares may trade at a price less than (discount) or greater than (premium) the Acquiring Fund’s NAV. As with all transactions for ETFs, your broker may charge a commission for purchase and sale transactions.

Q.       How do I transfer my Target Fund shares from a fund direct account to a brokerage account that will accept Acquiring Fund shares?

A.       Transferring your shares from a fund direct account to a brokerage account that can accept shares of the Acquiring Fund should be a simple process. If you have a brokerage account or a relationship with a brokerage firm, please talk to your broker and inform the broker that you would like to transfer a mutual fund position that you hold directly with the Target Fund into your brokerage account. Also inform your broker that such an account will need to be set up to accept shares of an ETF, such as the Acquiring Fund. If you don’t have a brokerage account or a relationship with a brokerage firm, you will need to open an account.

We suggest you provide your broker with a copy of your quarterly statement from the Target Fund. Your broker will require your account number with the Target Fund, which can be found on your statement. Your broker will help you complete a form to initiate the transfer. Once you sign that form, your broker will submit the form to the transfer agent directly, and the shares will be transferred into your brokerage account. The sooner you initiate the transfer, the better.

Q.       How do I transfer my Target Fund shares from a non-accommodating brokerage account to a brokerage account that will accept Acquiring Fund shares?

A.       The broker where you hold your Target Fund shares should be able to assist you in changing the characteristics of your brokerage account to an account that is permitted to invest in ETF shares. Contact your broker right away to make the necessary changes to your account.

Q.       Am I Being Asked to Vote on the Reorganization?

A.       No. Shareholders of the Target Fund are not required to approve the Reorganization under state or federal law, the 1940 Act, or the organizational documents governing the Target Fund. We are not asking you for a proxy and you are requested not to send us a proxy.

Q.       Will the Reorganization affect the way my investments are managed?

A.       No. The Adviser is the investment adviser to the Target Fund and will continue to serve as the investment adviser to the Acquiring Fund. The same individuals currently responsible for the day-to-day portfolio management of the Target Fund will continue to be responsible for the day-to-day portfolio management of the Acquiring Fund. The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies , and substantially similar principal investment strategies .

Q.       Will the fees and expenses of the Acquiring Fund be different than the fees and expenses of the Target Fund?

A.       The Reorganization is not expected to result in a material change to total annual fund operating expenses , as the fee and expense arrangements between the Adviser and the Acquiring Fund are the same as the fee and expense arrangements between the Adviser and the Target Fund. The advisory fee rate and the contractual expense cap for the Acquiring Fund are the same as those for the Target Fund. The management fee is 1.00% of average daily net assets (with breakpoints at $250 million and $500 million), and the Adviser has agreed to cap total annual fund operating expenses (exclusive of interest expense, dividend expense on securities sold short, acquired fund fees and expenses, brokerage commissions, taxes, and extraordinary expenses) at 2.00% of average daily net assets. The ETF structure eliminates certain costs associated with the mutual fund structure (such as transfer agency expenses for individual shareholder accounts), but the overall expense ratio is expected to remain substantially similar.

Q.       Are there other benefits that I will experience as a shareholder of the Acquiring Fund?

A.       Yes. As described above, the ETF structure provides the following benefits: (1) trading flexibility — ETF shares can be bought and sold on a securities exchange throughout the trading day at market prices, providing intraday liquidity and the ability to use limit orders, stop-loss orders, and other trading tools not available for mutual fund shares; (2) transparency — the Acquiring Fund will disclose its full portfolio holdings on a daily basis, allowing investors to know exactly what they own; (3) tax efficiency — the in-kind creation and redemption mechanism used by ETFs generally allows the fund to avoid realizing capital gains when meeting redemptions, potentially resulting in fewer and smaller capital gains distributions compared to a traditional mutual fund; and (4) potential for asset growth and economies of scale - the ETF structure is accessible to a broader range of investors and distribution platforms.

Q.       Will I be subject to comparable investment risks as a shareholder of the Acquiring Fund?

A.       Yes. As noted above, the Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies , and substantially similar principal investment strategies. Therefore, the Acquiring Fund will be subject to similar investment risks as the corresponding Target Fund.

For additional discussion of these and other risk factors, please see the section entitled “ Comparison of the Funds’ Principal Risks.”

Q.       Will I be subject to additional ETF-specific structural risks as a shareholder of the Acquiring Fund?

A.       As a shareholder of the Acquiring Fund, you will be subject to risks related to the Acquiring Fund’s ETF structure. For example, you will be subject to the risk that shares of your Acquiring Fund will trade at market prices that are above (premium) or below (discount) the Acquiring Fund’s NAV. You will also be subject to the risk that the Acquiring Fund’s “authorized participants,” which are the only entities that are permitted to engage in creation or redemption transactions directly with the Acquiring Fund, do not engage in such transactions, which could cause the Acquiring Fund’s shares to trade at a discount to NAV and possibly face trading halts and/or delisting. Additionally, following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market that shareholders do not experience as shareholders of the Target Fund.

Q.       Is there anything else that will be different once I am a shareholder of the Acquiring Fund?

A.       Yes. As a shareholder of the Target Fund, you can only purchase or redeem your shares of the Target Fund at a price based on the Target Fund’s NAV that is next calculated after your order is received by the Target Fund, subject to any applicable sales charges and fees. Individual Acquiring Fund shares may only be purchased and sold on the secondary market through a broker at market prices. When you buy or sell shares of the Acquiring Fund through a broker, you may incur a brokerage commission or other charges imposed by the broker.

Q.       Will the Target Fund or Acquiring Fund charge shareholders any sales charges (loads), commissions, or other similar fees in connection with the Reorganization?

A.       No. Neither the Target Fund nor the Acquiring Fund will charge shareholders any sales charges (loads), commissions, or other similar fees in connection with the Reorganization.

Q.       When is the Reorganization expected to occur?

A.       The Adviser anticipates that the Reorganization will occur after the close of trading on December 11, 2026. However, the Closing may be delayed. The Target Fund will publicly disclose any changes to the Closing Date.

Q.       Who will pay the costs in connection with the Reorganization?

A.       The Adviser will pay the expenses relating to the Reorganization whether or not the Reorganization is consummated. The costs of the Reorganization include costs associated with preparation, printing and distribution of this Information Statement/Prospectus; legal fees and accounting fees with respect to the Reorganization and this Information Statement/Prospectus; and all necessary taxes in connection with the delivery of the assets. Brokerage fees and expenses related to the disposition or acquisition of assets (including any disposition intended to raise cash to pay redemption proceeds) that are incurred by the Target Fund in the ordinary course of business prior to the Closing will be paid by the Target Fund.

Q.       Will the Reorganization result in any U.S. federal income tax liability to me?

A.       The Reorganization is intended to be treated as a tax-free reorganization for U.S. federal income tax purposes. If the Reorganization qualifies as such, the Target Fund shareholders would recognize no gain or loss for U.S. federal income tax purposes upon the exchange of Target Fund shares for Acquiring Fund shares pursuant to the Reorganization (except with respect to cash received, if any, as discussed in this Information Statement/Prospectus). Capital gains from securities sales by the Target Fund prior to the Reorganization may be distributed by the Target Fund prior to the Reorganization or by the Acquiring Fund after the Reorganization, but any such distribution is not a part of the Reorganization. In general, the Target Fund is not expected to incur any U.S. federal income tax liability in connection with the Reorganization.

Different U.S. federal income tax considerations apply to you, however, if you hold your shares of the Target Fund through a fund direct IRA or other tax-deferred retirement account. In addition, as described above, you may also experience U.S. federal income tax consequences if your investment is liquidated and the cash value of your Target Fund shares is returned to you or if your shares of the Target Fund are transferred by your financial intermediary to a different investment option because you did not hold your shares of the Target Fund through a brokerage account that could accept shares of an ETF, such as the Acquiring Fund, on the Closing Date. Shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

Q.       Can I purchase or redeem shares of the Target Fund before the Reorganization takes place?

A.       Yes. Purchase orders and redemption orders must be received by the Target Fund by December 10, 2026. This date may change if the Closing Date changes. Any changes to the Closing Date will be communicated to shareholders.

If you do not wish to participate in the Reorganization, you can redeem your Target Fund shares. Prior to doing so, however, you should consider the associated U.S. federal, state, local and non-U.S. tax consequences. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, any cash redemption payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, any cash redemption payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

Q.       Whom do I contact for further information?

A.       If you have questions, please call ( 888 ) 846-1548 .

Important additional information about the Reorganization is set forth in the accompanying Information Statement/Prospectus. Please read it carefully.

INFORMATION STATEMENT/PROSPECTUS

Dated November 10, 2026
The Caldwell & Orkin Funds, Inc.
2502 N. Rocky Point Drive, Suite 665
Tampa, Florida 33607

This Information Statement/Prospectus is being furnished to shareholders of Gator Capital Long/Short Fund (the “Target Fund”), a series of The Caldwell & Orkin Funds, Inc., a Maryland corporation (the “Mutual Fund Corporation”), to inform them of a plan to reorganize the Target Fund into an exchange-traded fund (“ETF”), which will continue to be managed by the Adviser.

The Target Fund will be reorganized into a newly-created ETF, Gator Capital Long/Short ETF (the “Acquiring Fund” and together with the Target Fund, the “Funds”) that is a series of Gator Capital Investment Trust, a Delaware statutory trust (the “ETF Trust”), and the Target Fund will subsequently be liquidated (such reorganization and liquidation, the “Reorganization”).

At a meeting held June 18, 2026, the Board of Directors of the Mutual Fund Corporation (the “Target Fund Board”) approved the Reorganization. The Target Fund Board, including all of the Independent Directors (i.e., Directors who are not “interested persons” of the Target Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), determined that, for the Target Fund, participation in the Reorganization is in the best interests of the Target Fund and that the interests of existing Target Fund shareholders will not be diluted as a result of the Reorganization. The Target Fund Board and the Board of Trustees of the Acquiring Fund (the “Acquiring Fund Board”) are comprised of the same individuals.

The Reorganization will take place pursuant to an Agreement and Plan of Reorganization by and among the Mutual Fund Corporation, on behalf of the Target Fund, the ETF Trust on behalf of the Acquiring Fund, and Gator Capital Management, LLC (the “Adviser”) (solely with respect to Sections 4.4 and 8.2) (the “Plan”), a copy of which is attached to this Information Statement/Prospectus as Appendix A.

The Plan provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (Acquiring Fund shares) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of: (1) such shares of the Acquiring Fund to the Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Target Fund Shareholders who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund (“Cash-Out Shareholders”) equal in value to the aggregate net asset value (“NAV”) of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to Target Fund shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA

or other tax-deferred retirement account, any cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisors to determine the tax consequences to you of any such payment.

For U.S. federal income tax purposes, the Reorganization is intended to be structured as a tax-free transaction for the Target Fund, the Acquiring Fund, and the shareholders of the Target Fund. If you remain a shareholder of the Target Fund on the Closing Date (as defined below), you will receive shares of the Acquiring Fund and, in some cases, cash that combined with the shares have the same value as your shares of the Target Fund on that date. Shares of the Acquiring Fund are not issued in fractional shares, so cash will be paid to some shareholders in lieu of fractional shares of the Acquiring Fund. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisors to determine the tax consequences to you of any such payment.

If you hold your shares of the Target Fund in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investments in ETF shares. If such a change is not made before the Reorganization, you will not receive shares of the Acquiring Fund as part of the Reorganization. Instead, your investment will be liquidated and you will receive cash equal in value to the NAV of your Target Fund shares (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

If you hold your shares of the Target Fund in an account directly with the Target Fund at its transfer agent, Ultimus Fund Solutions, LLC (a “fund direct account”), you should transfer your shares of the Target Fund to a brokerage account that can accept shares of the Acquiring Fund prior to the Reorganization. If such a transfer is not made before the Reorganization, the Acquiring Fund shares you receive as part of the Reorganization will be held in a “hold only” account maintained by the Acquiring Fund’s transfer agent for your benefit until a brokerage account is identified or for a maximum of one year. If these Acquiring Fund shares are not transferred into an appropriate brokerage account within a year of the Closing Date, your Acquiring Fund shares will be liquidated and the cash proceeds sent to your account of record (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the

difference between your tax basis in the shares and the amount you receive for them, and (ii)an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

THIS INFORMATION STATEMENT/PROSPECTUS IS FOR INFORMATION PURPOSES ONLY, AND YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO RECEIVING IT EXCEPT TO CHECK FOR WHETHER YOU HAVE A BROKERAGE ACCOUNT THAT CAN ACCEPT SHARES OF AN ETF.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies, and substantially similar principal investment strategies and risk profiles. The principal executive offices of the Mutual Fund Corporation and the ETF Trust are located at 2502 N. Rocky Point Drive, Suite 665, Tampa, Florida 33607.

Shares of Gator Capital Long/Short ETF will be listed for trading on NYSE Arca, Inc.

The Reorganization is anticipated to occur after the close of trading on December 11, 2026 (the “Closing Date”). The Closing Date may be delayed. The Target Fund will publicly disclose any changes to the Closing Date.

In preparation for the closing of the Reorganization, purchase orders and redemption orders must be received by the Target Fund by December 10, 2026. This date may change if the Closing changes. Any changes to the Closing Date will be communicated to shareholders.

To the extent that you hold your shares of the Target Fund through a brokerage account that can accept shares of the Acquiring Fund, any shares of the Target Fund that you hold after the final redemption dates listed above will be reorganized into shares of the Acquiring Fund as a result of the Reorganization.

The Acquiring Fund is expected to begin trading on December 14, 2026.

This Information Statement/Prospectus, which you should read carefully and retain for future reference, sets forth concisely the information that you should know before investing. This Information Statement/Prospectus, which constitutes part of a Registration Statement filed by the ETF Trust with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, does not include certain information contained elsewhere in such Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits and amendments thereto for further information with respect to the Acquiring Fund and the shares offered. Statements contained herein concerning the provisions of documents are necessarily summaries of such documents.

A statement of additional information relating to this Information Statement/Prospectus and the proposed Reorganization (the “Statement of Additional Information”), dated November 10, 2026, is available upon request and without charge by contacting the Funds. This Statement of Additional

Information also is incorporated herein by reference and is legally deemed to be part of this Information Statement/Prospectus.

The following additional materials are incorporated herein by reference and are legally deemed to be part of this Information Statement/Prospectus.

The Gator Capital Long/Short Fund
c/o Ultimus Fund Solutions, LLC
P.O. Box 46707
Cincinnati, OH 45246-0707

The Target Fund’s prospectuses, statements of additional information, annual reports, semi-annual reports, and financial statements and other information filed with the SEC on Form N-CSR where applicable, are available at https://gatorcapital.com/mutual-funds/.

You may request free copies of the Target Fund’s prospectuses and statements of additional information (including any supplement thereto), the Acquiring Fund’s prospectuses and statements of additional information, and the Statement of Additional Information by calling toll free at (800) 467-7903, visit our website at https://gatorcapital.com/mutual-funds/ or write us at The Gator Capital Long/Short Fund, c/o Ultimus Fund Solutions, LLC P.O. Box 46707, Cincinnati, OH 45246-0707.

A copy of the Acquiring Fund prospectus accompanies this Information Statement/Prospectus.

You may also request free copies of the Acquiring Fund’s prospectuses and statements of additional information and the Statement of Additional Information by calling (888) 846-1548 or by writing to Gator Capital Investment Trust, Attn: Derek Pilecki, President, 2502 N. Rocky Point Drive, Ste 665, Tampa, FL 33607 .

Because the Acquiring Fund has not yet commenced operations, no Acquiring Fund shareholder reports are available. All available materials have been filed with the SEC.

Each Fund also files proxy materials, information statements, reports, and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act. These materials can be obtained electronically from the EDGAR database on the SEC’s Internet site (http://www.sec.gov) or, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.

This Information Statement/Prospectus dated November 10, 2026, is expected to be mailed to shareholders of the Target Fund on or about November 10, 2026.

AN INVESTMENT IN THE FUNDS IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

LIKE ALL FUNDS, THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS INFORMATION STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS  

SUMMARY

This is only a summary of certain information contained in this Information Statement/Prospectus. Shareholders should carefully read the more complete information in the rest of this Information Statement/Prospectus, including the Plan relating to the Reorganization, a copy of which is attached to this Information Statement/Prospectus as Appendix A, and the Acquiring Fund prospectus, which accompanies this Information Statement/Prospectus. For purposes of this Information Statement/Prospectus, the terms “shareholder”, “you”, and “your” refer to shareholders of the Target Fund.

What is happening to the Target Fund?

The Target Fund currently operates as an open-end mutual fund. The Target Fund will be reorganized into an ETF through the reorganization of the Target Fund into the newly-created Acquiring Fund. The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies , and substantially similar principal investment strategies . The Reorganization will occur in accordance with the Plan. For reference purposes, the identification of the Target Fund and Acquiring Fund is listed below:

How will the Reorganization be implemented?

The Plan provides for (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (Acquiring Fund shares) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of: (1) such shares of the Acquiring Fund to the Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Target Fund Shareholders who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund (“Cash-Out Shareholders”) equal in value to the aggregate net asset value (“NAV”) of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to Target Fund shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund. For U.S. federal income tax purposes, (a) if you hold your shares in a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an IRA or other tax-deferred retirement account, any cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisors to determine the tax consequences to you of any such payment.

If you remain a shareholder of the Target Fund on the Closing Date (as defined below), you will receive shares of the Acquiring Fund and, in some cases, cash that combined with the shares have the same value as your shares of the Target Fund on that date. Shares of the Acquiring Fund are not issued in fractional shares, so cash will be paid to some shareholders in lieu of fractional shares of the Acquiring Fund. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, you are encouraged to consult your tax advisors to determine the tax consequences to you of any such payment.

Importantly, in order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your shares of the Target Fund through a brokerage account that can accept shares of an ETF. If you hold your shares of the Target Fund in a brokerage account with a financial intermediary that only allows you to hold shares of mutual funds in the account, you will need to contact your financial intermediary to set up a brokerage account that permits investments in ETF shares. If such a change is not made before the Reorganization, you will not receive shares of the Acquiring Fund as part of the Reorganization. Instead, your investment will be liquidated and you will receive cash equal in value to the NAV of your Target Fund shares (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, (a) if you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

If you hold your shares of the Target Fund in an account directly with the Target Fund at its transfer agent, Ultimus Fund Solutions, LLC (a “fund direct account”), you should transfer your shares of the Target Fund to a brokerage account that can accept shares of the Acquiring Fund prior to the Reorganization. If such a transfer is not made before the Reorganization, the Acquiring Fund shares you receive as part of the Reorganization will be held in a “hold only” account maintained by the Acquiring Fund’s transfer agent for your benefit until a brokerage account is identified or for a maximum of one year. If these Acquiring Fund shares are not transferred into an appropriate brokerage account within a year of the Closing Date, your Acquiring Fund shares will be liquidated and the cash proceeds sent to your account of record (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to you. For U.S. federal income tax purposes, (a) if you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (b) if you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

After shares of the Acquiring Fund are distributed to the Target Fund’s shareholders, the Target Fund will be completely liquidated and dissolved. As a result of the Reorganization, you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund. This exchange will occur after the close of business on the Closing Date, which is the specific date on which the Reorganization takes place. The expected Closing Date is December 11, 2026. The Closing Date may be delayed. The Target Fund will publicly disclose any changes to the Closing Date.

Why is the Reorganization happening and did the Board approve the Reorganization?

After consideration of all relevant factors, including the potential impact of the Reorganization on the Target Fund’s shareholders, the Target Fund’s investment adviser, Gator Capital Management, LLC (the “Adviser”), proposed to the Target Fund Board that the Target Fund be reorganized into the Acquiring Fund because of certain benefits associated with the ETF structure, which the Adviser believes will better serve the interests of Target Fund shareholders. As discussed in more detail below, these benefits include (1) additional trading flexibility, as ETF shares can be bought and sold on an exchange throughout the trading day; (2) increased transparency through daily portfolio disclosure; (3) potential for enhanced tax efficiency due to the in-kind creation and redemption mechanism; and (4) potential for asset growth and economies of scale, as the ETF structure is accessible to a broader range of investors and distribution platforms.

The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies, and substantially similar principal investment strategies and risk profiles. The Acquiring Fund, however, will have the benefits of operating in the ETF structure, in addition to being exposed to certain ETF-specific risks. The Adviser will continue as the investment adviser of the Acquiring Fund after the Reorganization, and no change in portfolio managers will result from the Reorganization. As shareholders of the Acquiring Fund following the Reorganization, shareholders may bear certain costs with respect to maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market that the shareholders do not experience as shareholders of the Target Fund. However, shareholders of the Acquiring Fund after the Reorganization will not bear expenses specific to mutual funds.

The Adviser, the Target Fund, and the Acquiring Fund have identical advisory fee rates and expense cap structures. The ETF structure eliminates certain costs associated with the mutual fund structure (such as transfer agency expenses for individual shareholder accounts) and provides the potential for asset growth and economies of scale. The Acquiring Fund is expected to benefit from the potential for greater tax efficiency with the ETF structure. While the U.S. federal income tax treatment of ETFs and mutual funds is the same, the mechanics of the creation and redemption process for ETFs allow ETFs to acquire securities in-kind and redeem securities in-kind, which generally allows shareholders of an ETF to defer the realization of capital gains as the result of the ETF’s portfolio transactions.

The Target Fund Board, including all of the Target Fund Board’s Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (together, the “Independent Directors”), determined that, with respect to the Reorganization, participation in the Reorganization is in the best interests of the Target Fund and the interests of the existing shareholders of the Target Fund will not be diluted as a result of the Reorganization.

The Target Fund Board made this determination based on various factors that are discussed in this Information Statement/Prospectus, under the discussion of the Reorganization in the section entitled “Reasons for the Reorganization.”

How will the Reorganization affect me?

When the Reorganization is consummated, you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund. As described in more detail above, upon completion of your Reorganization, you will receive shares of the Acquiring Fund and in certain cases, cash, having an aggregate NAV equal to the aggregate NAV of the shares of the Target Fund you owned on the Closing Date. Shares of the Acquiring Fund are not issued in fractional shares. As a result, cash will be paid to shareholders in lieu of fractional shares. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

However, in order to receive shares of the Acquiring Fund as part of the Reorganization, you must hold your shares of the Target Fund through a brokerage account that can accept shares of the Acquiring Fund on the Closing Date. If you do not currently hold your shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund, please see the separate Q&A that accompanies this Information Statement/Prospectus, for additional actions that you must take to receive shares of the Acquiring Fund as part of the Reorganization. No further action is required for shareholders that hold shares of the Target Fund through a brokerage account that can hold shares of the Acquiring Fund.

In addition, after the Reorganization, individual shares of the Acquiring Fund may only be purchased and sold in the secondary market. Should you decide to purchase or sell shares of the Acquiring Fund after the Reorganization, you will need to place a trade through a broker who will execute your trade in the secondary market at prevailing market prices. Because the Acquiring Fund’s shares trade at market prices rather than at NAV, the Acquiring Fund’s shares may trade at a price less than (discount) or greater than (premium) the Acquiring Fund’s NAV. As with all ETFs, your broker may charge a commission for purchase and sales transactions.

Who will bear the costs associated with the Reorganization?

The Adviser will pay the expenses relating to the Reorganization whether or not the Reorganization is consummated. The costs of the Reorganization include costs associated with preparation, printing and distribution of this Information Statement/Prospectus; legal fees and accounting fees with respect to the Reorganization and this Information Statement/Prospectus; and all necessary taxes in connection with the delivery of the assets. Brokerage fees and expenses related to the disposition or acquisition of assets (including any disposition intended to raise cash

to pay redemption proceeds) that are incurred by the Target Fund in the ordinary course of business prior to the Closing will be paid by the Target Fund.

What are the material U.S. federal income tax consequences of the Reorganization?

As a condition to the closing of the Reorganization, the Target Fund and the Acquiring Fund must receive an opinion of Kilpatrick Townsend & Stockton LLP (“KTS”) to the effect that the Reorganization will constitute a “reorganization” within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is expected that neither you nor, in general, the Target Fund will recognize gain or loss as a direct result of the Reorganization of the Target Fund (except with respect to cash received by a shareholder, if any), and the holding period and aggregate tax basis for the Acquiring Fund shares that you receive will be the same as the holding period and aggregate tax basis of the Target Fund shares that you surrender in the Reorganization. Capital gains from securities sales by the Target Fund prior to the Reorganization may be distributed either by the Target Fund prior to the Reorganization or by the Acquiring Fund after the Reorganization, but any such distribution is not a part of the Reorganization. The Target Fund is not expected to realize any gain or loss in connection with its Reorganization. Prior to the consummation of the Reorganization, you may redeem your Target Fund shares in exchange for cash. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, this redemption cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (ii) an IRA or other tax-deferred retirement account, this redemption cash payment may be a taxable event. As noted above, different U.S. federal income tax considerations apply to you if you do not hold your Target Fund shares via a brokerage account that can accept shares of the Acquiring Fund on the Closing Date and therefore have your investment liquidated.

You should consult your tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences, if any, of the Reorganization, in light of your individual circumstances. For more information about material U.S. federal income tax consequences of the Reorganization, please see the section entitled “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?”

How do the Funds’ investment objectives, investment strategies, and fundamental investment policies compare?

The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies , and substantially similar principal investment strategies .

Since the Acquiring Fund has not yet commenced operations, the information below will be accurate as of the time of this Information Statement/Prospectus.

For additional discussion comparing the investment objectives and investment strategies of the Target Fund and the Acquiring Fund, please see “Additional Information About the Acquiring Fund and the Target Fund — Comparison of the Funds’ Investment Objectives and Principal Investment Strategies.”

For additional discussion regarding structural differences between the Target Fund and the Acquiring Fund, please see the separate Q&A titled “What are the differences between an ETF and a mutual fund?”

The Target Fund and the Acquiring Fund have adopted the same fundamental investment policies, which may not be changed without prior shareholder approval. The fundamental investment policies for the Acquiring Fund are listed in the Fund’s statement of additional information dated November 3 , 2026. These materials are incorporated by reference into the Statement of Additional Information, and are available upon request. The Target Fund’s fundamental and non-fundamental investment policies are listed in its respective statement of additional information, which is incorporated by reference into the Statement of Additional Information, and is available upon request.

How will the Reorganization affect my fees and expenses?

The Reorganization is not expected to result in a material change to total annual fund operating expenses taking into consideration fee waivers agreed to by the Adviser. These fee waivers will remain in effect for at least two years from the effective date of the Reorganization. After two years following the Reorganization, the fees and expenses of the Acquiring Fund may be higher than for those who held shares of the Target Fund prior to the Reorganization. A comparison of the fees and expenses of the Target Fund and Acquiring Fund is provided below under the heading, “What are the fees and expenses of the Funds and what might they be after the Reorganization?”

What are the distribution arrangements for the Funds?

The Target Fund is distributed by Ultimus Fund Distributors, LLC. The Acquiring Fund is distributed by Northern Lights Distributors LLC (the “Distributor”), which serves as the principal underwriter for the shares of the Acquiring Fund. The Distributor and Ultimus Fund Distributors, LLC, are sister companies commonly owned by The Ultimus Group, LLC. The Distributor is registered with the SEC as a broker-dealer and is a member of the Financial Industry Regulatory Authority. The Distributor distributes Creation Units for the Acquiring Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Acquiring Fund. The Distributor has no role in determining the investment policies of the Acquiring Fund or the securities that are purchased or sold by the Fund. The Distributor’s principal address is 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022-3474.

What are the Funds’ arrangements for purchases and redemptions?

The Target Fund and the Acquiring Fund have different procedures for purchasing and redeeming shares, which are summarized below. You may refer to the Acquiring Fund prospectus accompanying this Information Statement/Prospectus under the sections entitled “How to Purchase Shares” and “Other Considerations” for the procedures applicable to purchases and redemptions of the shares of the Acquiring Fund. The Target Fund prospectus provides information under the sections entitled “Purchase of Shares” and “Redeeming Your Shares” with respect to the procedures applicable to purchases, exchanges, and sales of the shares of the Target Fund. Below is a summary of these procedures, and investors should review the full information contained in the prospectuses.

Acquiring Fund

Most investors will buy and sell shares of the Acquiring Fund in secondary market transactions through brokers. Shares of the Acquiring Fund are listed and traded on the secondary market on the Exchange. Shares of the Acquiring Fund will be listed for trading on NYSE Arca, Inc. Shares can be bought and sold throughout the trading day like other publicly traded shares. There is no minimum investment. When buying or selling shares of the Acquiring Fund through a broker, you may incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offered price in the secondary market on each leg of a round trip (purchase and sale) transaction. The spread varies over time for shares of the Acquiring Fund based on the Acquiring Fund’s trading volume and market liquidity and is generally lower if the Acquiring Fund has a lot of trading volume and market liquidity. Shares of the Acquiring Fund will trade on an exchange at prices that may differ to varying degrees from the daily NAV of the shares.

The Acquiring Fund’s shares will be issued or redeemed by the Acquiring Fund at NAV per share only in a large specified number of shares called a “Creation Unit” or multiples thereof. Investors such as market makers, large investors and institutions who wish to deal in Creation Units directly with the Acquiring Fund must have entered into an authorized participant agreement with the Distributor, or purchase through a dealer that has entered into such an agreement. Further information about the procedures applicable to purchases and redemptions of Creation Units for the Acquiring Fund is set forth in the Acquiring Fund’s prospectus and statement of additional information.

The Acquiring Fund does not provide for the exchange of shares.

Target Fund

An investor may purchase shares of the Target Fund directly from the Target Fund through the Target Fund’s distributor or through a financial intermediary. The Target Fund offers its shares at the NAV next determined after an order is received in good order on a business day. The Target Fund is open for business on each day the New York Stock Exchange (“NYSE”) is open for trading. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day.

Shareholders of the Target Fund may redeem some or all of their shares. The Target Fund will buy back (redeem) your shares at the next determined NAV after the Target Fund receives a valid request for redemption. Generally, all redemptions will be paid in cash. In addition to paying redemption proceeds in cash, the Fund reserves the right to make payment for a redemption in securities rather than cash, which is known as a “redemption in-kind.”

What are the Funds’ arrangements for payments to broker-dealers and other financial intermediaries?

If you purchase the Target Fund through a broker-dealer or other financial intermediary (such as a bank), the Adviser and/or its related companies may pay the intermediary for the sale of Target

Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Target Fund over another investment. Certain of these payments are sometimes referred to as “revenue sharing”. Ask your salesperson or visit your financial intermediary’s website for more information.

If you purchase shares of the Acquiring Fund through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the intermediary for the sale of such shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Acquiring Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

What are the principal risks of an investment in the Acquiring Fund?

An investment in the Acquiring Fund involves risks common to most open-end funds. There is no guarantee against losses resulting from investments in the Funds, nor that the Funds will achieve their investment objectives. You may lose money if you invest in the Funds. The risks associated with an investment in the shares of the Acquiring Fund and the Target Fund are substantially similar. The Acquiring Fund is subject to certain risks specific to operating as an ETF. An investment in the shares of the Acquiring Fund is subject to the following ETF-specific risks:

ETF Risks. The Acquiring Fund is an ETF and may invest in other ETFs. As a result of this structure, the Acquiring Fund is exposed directly or indirectly to the following risks:

Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. Only an Authorized Participant (an “Authorized Participant” or an “AP”) may engage in creation and redemption transactions directly with an ETF. An ETF has a limited number of financial institutions that may act as Authorized Participants. In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent that: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform such functions, ETF shares may trade at a material discount to NAV, the bid-ask spread could widen, and shares could face trading halts and/or delisting.

Costs of Buying or Selling Shares. Investors buying or selling ETF shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by those brokers. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for an ETF’s shares (the “bid” price) and the price at which an investor is willing to sell the ETF’s shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread”. The bid/ask spread varies over time for an ETF’s shares based on trading volume and market liquidity

and is generally lower if an ETF’s shares have more trading volume and market liquidity and higher if the ETF’s shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads. Due to the costs of buying or selling ETF shares, including bid/ask spreads, frequent trading of an ETF’s shares may significantly reduce investment results and an investment in an ETF’s shares may not be advisable for investors who anticipate regularly making small investments.

Shares May Trade at Prices Other Than NAV. ETF shares may be bought and sold in the secondary market at market prices. The market prices of the shares will generally fluctuate in accordance with changes in NAV as well as the relative supply of and demand for the shares on the Exchange and there may be times when the market price of an ETF’s shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of the ETF’s shares or during periods of market volatility. If an investor buys ETF shares when the shares’ market price is at a premium, the investor may pay more than the shares’ underlying value. If an investor sells ETF shares when the shares’ market price is at a discount, the investor may receive less than the shares’ underlying value. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for the ETF shares in the secondary market, in which case such premiums or discounts may be significant.

Trading. Although Fund shares are listed for trading on the NYSE Arca, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market will develop or be maintained for Fund shares or that Fund shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of ETF shares may begin to mirror the liquidity of the ETF’s underlying portfolio holdings, which can be significantly less liquid than the ETF’s shares and could lead to differences between the market price of the ETF’s shares and the underlying value of those shares. These conditions could cause an ETF’s shares to trade at a material discount to NAV and the bid-ask spread to widen.

Trading Issues. Trading in shares on an exchange may be halted due to market conditions or for reasons that, in the view of the exchange, make trading in shares inadvisable. In addition, trading in shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to the exchange’s “circuit breaker” rules. There can be no assurance that the requirements of an exchange necessary to maintain the listing of an ETF will continue to be met or will remain unchanged. Shares of an ETF, similar to shares of other issuers listed on a stock exchange, may be sold short and are therefore subject to the risk of increased volatility and price decreases associated with being sold short.

For further information about the risks of investments in the Funds, see the section entitled “Comparison of the Funds’ Risks” below.

COMPARISON OF THE FUNDS’ PRINCIPAL RISKS

The risks associated with an investment in the Target Fund and the Acquiring Fund are substantially similar, except that, as a shareholder of the Acquiring Fund you will be subject to risks related to the Acquiring Fund’s ETF structure; all other differences between the risks of the Acquiring Funds and those of the Target Fund, as described below, reflect only a tailoring or clarification of the risks of the Target Fund, and such differences do not reflect (and should not be interpreted to reflect) any difference in the way the Acquiring Funds will be managed as compared to the Target Fund. In the below discussion, the risks for the Target Fund and Acquiring Fund are identified, followed by a description of each risk of the Acquiring Funds.

In addition to the strategies and risks described above, the Funds may invest in other types of securities whose risks are described below and/or in the Funds’ Statement of Additional Information.

COMPARISON OF SOME IMPORTANT FEATURES OF THE FUNDS

How do the performance records of the Funds compare?

The Acquiring Fund is a newly-formed “shell” fund that has not yet commenced operations, and therefore will have no performance history prior to the Reorganization. The Acquiring Fund has been organized solely in connection with the Reorganization to acquire all of the assets and liabilities of the Target Fund and continue the business of the Target Fund. Therefore, after the Reorganization, the Target Fund will be the “accounting survivor.” This means that the Acquiring Fund will adopt the historical investment performance and returns of shares. The historical performance of the Target Fund, as it is to be adopted by the Acquiring Fund, is included in the Acquiring Fund prospectus that accompanies this Information Statement/Prospectus.

What are the fees and expenses of the Funds and what might they be after the Reorganization?

Shareholders of the Funds pay various fees and expenses, either directly or indirectly. This table describes the fees and expenses that you may pay if you buy, hold, and sell Shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

The fees and expenses in the tables appearing below are based on the expenses of each class of shares of the Target Fund for the fiscal year ended April 30, 2026. The table shows the pro forma expenses of the Acquiring Fund after giving effect to the Reorganization, based on pro forma net assets as of April 30, 2026, as if the Reorganization were in effect for the applicable 12 month period. The fee tables do not reflect the costs associated with the Reorganization. There is no separate pro forma combined column because the Acquiring Fund pro forma table shows the fees and expenses that will apply going forward; the Acquiring Fund is not operational and does not currently have investment assets. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers do not reflect any potential liquidation of shareholders associated with the Reorganization or cash paid in lieu of fractional Acquiring Fund shares. Actual expenses may vary significantly.

Fees

Expense Example

This example is intended to help you compare the cost of investing in the Acquiring Fund (pro forma) with the cost of investing in the Target Fund. The example assumes that you invest $10,000 in the Funds for the time periods indicated, and then sell all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds’ operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares.

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

What are the Funds’ income and capital gain distribution policies?

The Target Fund distributes its net investment income and net realized long and short-term capital gains to its shareholders at least annually, usually in December.

For the Acquiring Fund, dividends from net investment income, if any, are generally declared and paid annually. Distributions of net realized capital gains, if any, generally are expected to be declared and paid annually in December by the Acquiring Fund.

What are the Funds’ pricing and valuation arrangements?

The Target Fund has the same procedures for valuing its portfolio securities as the Acquiring Fund. The NAV of the Fund’s shares is determined once daily at market close, generally 4:00 p.m. Eastern Time every day the NYSE is open for trading. Currently, the NYSE is closed on weekends and in recognition of the following holidays: New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Any other holiday recognized by the NYSE will be considered a business holiday on which the NAV of the Fund will not be calculated. The NAV per share for each Fund is computed by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by its total number of shares outstanding. Further information about the Funds’ pricing and valuation arrangements is contained in each of the prospectus and statement of additional information of the Target Fund and Acquiring Fund.

Who manages the Funds?

The Acquiring Fund is a series of the ETF Trust. The ETF Trust is a Delaware statutory trust governed by a Board of Trustees, which is responsible for overseeing all business activities of the Acquiring Fund.

The Adviser is the investment adviser to both the Target Fund and the Acquiring Fund. The Adviser is located at 2502 N. Rocky Point Drive, Suite 665, Tampa, Florida 33607. The Adviser, organized as a Delaware limited liability company in 2008, is controlled by its President and Chief Investment Officer Derek Pilecki. The sole owner of the Adviser is the Derek S. Pilecki Revocable Trust u/a/d September 15, 2008 for which Mr. Pilecki serves as the sole trustee.

The Target Fund currently pays the Adviser an advisory fee based on a percentage of average daily net assets. The management fee schedule for both the Target Fund and the Acquiring Fund is as follows:

For the Target Fund, the Adviser has contractually agreed, through August 30, 2027, to reimburse the Target Fund to the extent necessary to prevent its annual ordinary operating expenses (excluding taxes, expenses related to the execution of portfolio transactions and the investment activities of the Fund (such as, for example, interest, dividend expenses on securities sold short, brokerage commissions and fees and expenses charged to the Target Fund by any investment company in which the Fund invests) and extraordinary charges such as litigation costs) from exceeding 2.00% of the Target Fund’s average net assets.

For the Acquiring Fund, the Adviser has contractually agreed, through December 11 , 2028, to reimburse the Acquiring Fund to the extent necessary to prevent its annual ordinary operating expenses (excluding taxes, expenses related to the execution of portfolio transactions and the investment activities of the Fund (such as, for example, interest, dividend expenses on securities sold short, brokerage commissions and fees and expenses charged to the Acquiring Fund by any investment company in which the Fund invests) and extraordinary charges such as litigation costs) from exceeding 2.00% of the Acquiring Fund’s average net assets.

A discussion regarding the basis for the Target Fund Board’s approval of the advisory agreement with the Adviser will be available in the Target Fund’s Form N-CSRS filing dated October 31, 2026. A discussion regarding the basis for the Acquiring Fund Board’s approval of the management agreement with the Adviser will be available in the Acquiring Fund’s Form N-CSR filing, which will be available on the Fund’s website at www.gatoretf.com and on the SEC’s website at www.sec.gov.

The same individuals currently responsible for the day-to-day portfolio management of the Target Fund will continue to be responsible for the day-to-day portfolio management of the Acquiring Fund.

Mr. Derek Pilecki has served as a portfolio manager for the Target Fund since November 1, 2017. Mr. Christopher Pilecki has served as the co-portfolio manager of the Target Fund since May 2018. Mr. Derek Pilecki and Mr. Christopher Pilecki are jointly responsible for the day to day management of the Fund’s portfolio. Further information on the Funds’ portfolio management teams is available in the Funds’ respective prospectuses and statements of additional information.

INFORMATION ABOUT THE REORGANIZATION

Reasons for the Reorganization

After consideration of all relevant factors, including the potential impact of the Reorganization on the Target Fund’s shareholders, the Adviser proposed to the Target Fund Board, at a meeting held June 18, 2026, that the Target Fund be reorganized into the Acquiring Fund because of certain benefits associated with the ETF structure, which the Adviser believes will better serve the interests of shareholders. The Target Fund and the Acquiring Fund have identical investment objectives and fundamental investment policies , and substantially similar principal investment strategies . The Acquiring Fund, however, will have the benefits of operating in the ETF structure. The Adviser will continue as the investment adviser of the Acquiring Fund after the Reorganization, and no change in portfolio managers will result from the Reorganization.

As shareholders of ETFs following the Reorganization, shareholders may bear certain costs associated with maintaining brokerage accounts and buying and selling Acquiring Fund shares in the secondary market, including commissions, spreads, and other transactions costs, that the shareholders do not experience as shareholders of the Target Fund.

The Acquiring Fund is expected to benefit from the potential for greater tax efficiency with the ETF structure with respect to the management of capital gains distributions. While the U.S. federal income tax treatment of ETFs and mutual funds is the same, the mechanics of the creation and redemption process for ETFs allow ETFs to acquire securities in-kind and redeem securities in-kind, which generally allows shareholders of an ETF to defer the realization of capital gains as the result of the ETF’s portfolio transactions. In contrast, when portfolio securities are sold by a mutual fund (either to rebalance the mutual fund’s holdings or to raise cash for redemptions), the sale can create capital gains within the mutual fund that impact all taxable shareholders of the mutual fund. The Acquiring Fund generally expects to effect its creations and redemptions in-kind, which is expected to provide enhanced tax efficiency.

Moreover, ETFs that use their creation and redemption process to acquire securities in-kind and redeem securities in-kind are generally able to externalize certain transaction costs (brokerage fees, commissions, spreads) that traditional open-end funds incur in the ordinary course of their investment activities. These transaction costs can impact a fund’s performance. Accordingly, shareholders of the Acquiring Fund may also benefit from a reduction in certain transaction costs that are incurred by the Target Fund.

In addition, shareholders are expected to benefit from the secondary market liquidity of the Acquiring Fund. Shareholders of the Target Fund can only purchase or redeem shares of the Target Fund at a price based on the Target Fund’s NAV that is next calculated after your order is received by the Target Fund. This NAV is calculated once per business day. Shareholders of the Acquiring Fund, however, will be able to purchase and sell shares of the Acquiring Fund throughout a trading day on the secondary market. These trades will occur at market prices, which may be higher (at a premium) or lower (at a discount) than the Acquiring Fund’s NAV. This flexibility will give shareholders the opportunity to act on purchase and sale decisions immediately, rather than once a day.

Shareholders will also gain the additional benefit of full daily transparency into the underlying portfolio holdings of the Acquiring Fund. Currently, the Target Fund only provides periodic disclosure of its complete portfolio holdings. Following the Reorganization, however, the Acquiring Fund will make its complete portfolio holdings public each business day. This holdings information, along with other information about the Acquiring Fund, will be found on the Acquiring Fund’s website.

In addition, the Adviser believes that the Reorganization presents attractive opportunities for growth for the Acquiring Fund. The Adviser believes that there is the potential for enhanced growth for the Acquiring Fund based on the Adviser’s assessment of the ETF market for the Fund’s strategy, taking into account, among other factors, peers, trends, and demands in its investment category, and the benefits of such growth, such as the potential for cost savings from economies of scale.

At a meeting held June 18, 2026, the Target Fund Board considered the Reorganization proposed by the Adviser and approved the Plan with respect to the Target Fund. In considering the Plan, the Target Fund Board requested and received detailed information from representatives of the Adviser regarding the Reorganization, including: (1) the investment objectives, investment strategies, and fundamental investment policies of the Target Fund and the Acquiring Fund; (2) a comparison of the fees and expenses of the Funds; (3) the proposed plans for ongoing management, distribution, and operation of the Acquiring Fund; (4) the management and business of the Adviser; (5) the impact of the Reorganization on the Target Fund and shareholders of the Target Fund; and (6) the specific terms of the Plan.

In approving the Reorganization with respect to the Target Fund, the Target Fund Board, including all of the Independent Directors, determined that (i) participation in the Reorganization is in the best interest of the Target Fund, and (ii) the interests of the existing Target Fund shareholders will not be diluted as a result of the Reorganization.

In making these determinations, the Target Fund Board, including all of the Independent Directors, considered a number of factors, including the potential benefits and costs of the Reorganization to the shareholders of the Target Fund. These considerations included the following:

Target Fund shares (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). If a shareholder holds shares of the Target Fund in a fund direct account, the shareholder should transfer their shares of the Target Fund to a brokerage account that can accept shares of the Acquiring Fund prior to the Reorganization. If such a transfer is not made before the Reorganization, the Acquiring Fund shares received as part of the Reorganization will be held in a “hold only” account maintained by the Acquiring Fund’s transfer agent for the shareholder’s benefit until a brokerage account is identified or for a maximum of one year. If these Acquiring Fund shares are not transferred into an appropriate brokerage account within a year of the Closing Date, the shareholder’s Acquiring Fund shares will be liquidated and the cash proceeds sent to the shareholder’s account of record (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them, and (ii) an IRA or other tax-deferred retirement account, any cash payment may be a taxable event. The shareholders holding shares of the Target Fund in a fund-direct account or brokerage account that does not allow ETF shares may be subject to tax if they do not take the steps to transfer their account to an account type that allows the holding of ETF shares. The Directors also considered that the Adviser has implemented a communications plan intended to provide significant notice to shareholders so that they may enter into appropriate arrangements prior to the Reorganization. As part of this communications plan, the Adviser will engage with Target Fund shareholders on the potential implications of the Reorganization, including the need to have a brokerage account in place prior to the Reorganization. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

INFORMATION ABOUT THE PLAN

This is only a summary of the Plan. The Plan provides for the reorganization of the Target Fund into the Acquiring Fund and the complete liquidation and dissolution of the Target Fund. You should read the Plan, a copy of which is attached as Appendix A to this Information Statement/Prospectus, for complete information about the Reorganization.

How will the Reorganization be implemented?

The Reorganization will take place after various conditions are satisfied, including the preparation of certain documents. The ETF Trust and the Mutual Fund Corporation will determine a specific Closing Date on which the Reorganization will take place.

The Plan provides for: (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (Acquiring Fund shares) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the distribution by the Target Fund of: (1) such shares of the Acquiring Fund to the Target Fund shareholders who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Cash-Out Shareholders equal in value to the NAV of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to Target Fund shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, any cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, any cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

Acquiring Fund shares will be transferred to each shareholder’s brokerage account. If a shareholder holds shares of the Target Fund in a brokerage account with a financial intermediary that only allows shareholders to hold shares of mutual funds in the account, the shareholder will need to contact their financial intermediary to set up a brokerage account that permits investments in ETF shares. If such a change is not made before the Reorganization, the shareholder will not receive shares of the Acquiring Fund as part of the Reorganization. Instead, their investment will be liquidated and the shareholder will receive cash equal in value to the NAV of your Target Fund shares (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment to the shareholder. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

If a shareholder holds shares of the Target Fund in a fund direct account, the shareholder should transfer their shares of the Target Fund to a brokerage account that can accept shares of the Acquiring Fund prior to the Reorganization. If such a transfer is not made before the Reorganization, the Acquiring Fund shares received as part of the Reorganization will be held in a “hold only” account maintained by the Acquiring Fund’s transfer agent for the shareholder’s benefit until a brokerage account is identified or for a maximum of one year. If these Acquiring Fund shares are not transferred into an appropriate brokerage account within a year of the Closing Date, such Acquiring Fund shares will be liquidated and the cash proceeds sent to the shareholder’s account of record (less any applicable withholding tax and subject to applicable U.S. federal or state laws concerning unclaimed property). This type of liquidation will result in a cash payment. For U.S. federal income tax purposes, if you hold your shares in: (i) a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, and (ii) an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

The expected Closing Date is December 11, 2026. The Closing will occur at the principal office of the Adviser, or at such other place and/or on such other date as the parties may agree. Following the distributions, the Target Fund will completely liquidate, dissolve, terminate and wind up its affairs in accordance with Delaware state law.

The number of Acquiring Fund shares to be issued will be determined by dividing the value of the assets (net of liabilities) of the Target Fund by the NAV of an Acquiring Fund share. The Acquiring Fund will not issue fractional shares; cash will be distributed in lieu of fractional Acquiring Fund shares, less applicable withholding tax. If you hold your shares in a taxable account, this cash payment will be a taxable event for U.S. federal income tax purposes, and you will generally recognize a taxable gain or loss based on the difference between your tax basis in the shares and the cash you receive for them, as discussed further under the heading, “Information About the Plan—What are the material U.S. federal income tax consequences of the Reorganization?” If you hold your shares in an IRA or other tax-deferred retirement account, this cash payment may be a taxable event. In any case, shareholders should consult their tax advisors to understand the specific tax consequences to them based on their individual circumstances.

The value of the Target Fund’s assets and liabilities and the corresponding NAV per share of the Acquiring Fund will be computed as of the close of regular trading on the NYSE on the business day immediately preceding the Closing Date (the “Valuation Time”). Ultimus Fund Solutions, LLC (“Ultimus”), as accounting agent for the Acquiring Fund, will make the computations, which will be evaluated by the Adviser.

The authorized officers of the ETF Trust or the Mutual Fund Corporation may amend, modify or supplement the Plan in a manner as may be deemed necessary or advisable by the authorized officers of the ETF Trust or Mutual Fund Corporation. The Plan may be terminated and the Reorganization abandoned by resolution of the Acquiring Fund Board or the Target Fund Board at any time before the Closing if circumstances make proceeding inadvisable. The Plan contains representations and warranties by the ETF Trust, on behalf of the Acquiring Fund, and the Mutual Fund Corporation, on behalf of the Target Fund, that are customary in matters such as the

Reorganization. Conditions precedent to the parties’ obligations include, among others, that: (a) all representations and warranties are true and correct in all material respects; (b) each party has performed its covenants and complied with all provisions required before the Closing; (c) the parties have agreed on the number of Acquiring Fund shares to be issued; (d) the Plan and the transactions contemplated by it have been approved by the Target Fund Board and the Acquiring Fund Board; (e) no action, suit or other proceeding is pending or threatened that seeks to restrain or prohibit the Reorganization; (f) the ETF Trust and the Mutual Fund Corporation have received the Tax Opinion from KTS, as defined below; (g) the Registration Statement on Form N-14, including this Information Statement/Prospectus, has become effective under the Securities Act and no stop order is in effect; and (h) all required consents, orders, permits and other governmental approvals have been obtained.

Shareholder approval is not required. The Reorganization meets the conditions under Rule 17a-8 under the 1940 Act to be consummated without a vote of shareholders. If the Reorganization is terminated, Target Fund Shareholders will be notified and the Target Fund will continue to operate as a mutual fund as a series of the Company.

Who will pay the expenses of the Reorganization?

The Adviser will bear 100% of the expenses relating to the Reorganization, whether or not the Reorganization is consummated.

Those expenses include, without limitation, the preparation, printing and distribution of this Information Statement/Prospectus; legal fees and accounting fees with respect to the Reorganization and this Information Statement/Prospectus; securities registration fees; and all necessary taxes in connection with the delivery of the assets, including all applicable stock transfer stamps.

Brokerage fees and expenses related to the disposition or acquisition of assets (including any disposition intended to raise cash to pay redemption proceeds) that are incurred by the Target Fund in the ordinary course of business prior to the Closing will be borne by the Target Fund.

Notwithstanding the foregoing, expenses will in any event be paid by the party directly incurring them if and to the extent that payment by another person would result in the disqualification of that party as a “regulated investment company” within the meaning of Section 851 of the Code or the disqualification of the Reorganization as a tax-free reorganization under Section 368(a)(1)(F) of the Code, and the Adviser will pay or assume only those expenses that are solely and directly related to the Reorganization in accordance with the guidelines established in IRS Revenue Ruling 73-54, 1973-1 C.B. 187.

The expenses associated with the Reorganization are estimated to equal $150,000. The estimated expenses of the Reorganization represent management’s estimate of the professional fees, charges by service providers, and any costs related to the printing and mailing of this Information Statement/Prospectus.

What are the material U.S. federal income tax consequences of the Reorganization?

The following is a general summary of certain material U.S. federal income tax consequences of the Reorganization. This discussion does not address any tax consequence arising under the laws of any state, locality, or non-U.S. jurisdiction or U.S. federal tax laws other than the U.S. federal income tax laws described below. This discussion is based upon the Code, existing Treasury Regulations, judicial decisions, administrative rulings, current administrative interpretations and official pronouncements of the IRS in effect on the date of this document, all of which may change (including as a result of the Supreme Court’s ruling in Loper Bright v. Raimondo), possibly retroactively, and affect materially and adversely the U.S. federal income tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the U.S. federal income tax consequences described below. This discussion is general in nature and does not address all U.S. federal income tax considerations that may be relevant to a shareholder’s particular circumstances. This discussion addresses only certain material U.S. federal income tax consequences for a Target Fund shareholder that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any of its political subdivisions, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

If an entity or an arrangement treated as a partnership, as applicable, for U.S. federal income tax purposes holds Target Fund shares, the U.S. federal income tax consequences to a partner in such partnership (or owner of such entity) will generally depend on the status of the partner and the activities of the partnership (or entity). Partners in a partnership that holds Target Fund shares should consult their tax advisors with respect to the tax consequences of the Reorganization in their specific circumstances.

This discussion generally applies to Target Fund Shareholders that receive Acquiring Fund shares (including cash in lieu of a fractional share). Different tax considerations apply to Cash-Out Shareholders, shareholders that hold Target Fund shares through a fund direct account and shareholders that hold Target Fund shares through an IRA or other tax-deferred retirement account. The Reorganization is intended to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(F) of the Code. All Target Fund shareholders should consult their own tax advisors as to the U.S. federal, state, local and non-U.S. tax consequences of the Reorganization to their individual circumstances.

A Target Fund shareholder that receives cash in lieu of a fractional share of an Acquiring Fund share generally will be treated as having received the fractional share of an Acquiring Fund share pursuant to the Reorganization and then as having sold that fractional share for cash. As a result, for U.S. federal income tax purposes, a Target Fund shareholder that holds its Target Fund shares in a taxable account generally will recognize gain or loss equal to the difference, if any, between the amount of cash received and the tax basis in such fractional share (determined as described below). Any such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if, as of the effective time, the holding period for the shares (including the holding

period of the Target Fund shares surrendered) is greater than one year. The deductibility of capital losses is subject to limitations. 

The aggregate tax basis of the Acquiring Fund shares received in the Reorganization (including any fractional Acquiring Fund share deemed received and sold for cash) will be the same as the aggregate adjusted tax basis of Target Fund shares exchanged for Acquiring Fund shares.

As a condition to consummation of the Reorganization, the ETF Trust, on behalf of the Acquiring Fund, and the Mutual Fund Corporation, on behalf of the Target Fund, must receive an opinion of Kilpatrick Townsend & Stockton, LLP (“KTS”), dated as of the Closing Date that includes certain statements, based on the stated facts, representations and assumptions and conditioned on consummation of the Reorganization in accordance with the Plan (“Tax Opinion”), in each case for U.S. federal income tax purposes:

The delivery of such opinion is conditioned upon receipt by KTS of customary representations it shall reasonably request on behalf of the Acquiring Fund and on behalf of the Target Fund. In rendering such opinion, KTS may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in the Plan of Reorganization, the facts set forth in this Information Statement/Prospectus and on representations made on behalf of each of the Acquiring Fund and the Target Fund.

The Tax Opinion will not be binding on the IRS or the courts and will not guarantee that the U.S. federal income tax consequences of the Reorganization will be as described above. The opinion addresses the general treatment of the combination of the Target Fund and the Acquiring Fund as a tax-free reorganization under Section 368(a)(1)(F) of the Code and does not address the taxability of particular assets or transactions, including redemptions or amounts received by Cash-Out Shareholders. Neither Fund has requested or will request an advance ruling from the IRS regarding the U.S. federal income tax consequences of the Reorganization.

If the Reorganization were consummated but did not qualify as a tax-free reorganization, the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund, and a shareholder holding shares in a taxable account would recognize taxable gain or loss generally equal to the difference between the shareholder’s tax basis in the Target Fund shares and the value of the Acquiring Fund shares or cash received, as applicable.

The tax year of the Target Fund is expected to continue with the Acquiring Fund. Capital gains resulting from portfolio turnover prior to the Reorganization will carry over to the Acquiring Fund.

The capital loss carryovers of the Target Fund will be available to offset future gains of the combined Acquiring Fund and may be carried forward indefinitely, subject to the conditions and limitations of the Code.

This description of the U.S. federal income tax consequences of the Reorganization applies generally to shareholders that are not tax-exempt investors and does not take into account your particular facts and circumstances. Shareholders should consult their own tax advisors as to the U.S. federal, state, local and non-U.S. tax considerations of the Reorganization, including the consequences of receiving cash in lieu of fractional Acquiring Fund Shares, being a Cash-Out Shareholder or holding Target Fund shares through a fund direct account or an IRA or other tax-deferred retirement account.

CAPITAL STRUCTURE AND SHAREHOLDER RIGHTS

The Gator Capital Long/Short Fund (the Target Fund) is a series of The Caldwell & Orkin Funds, Inc. (the Mutual Fund Corporation), a Maryland corporation. The Company was incorporated under the laws of the State of Maryland on August 15, 1989. It is registered as an open-end, diversified management investment company under the 1940 Act. The operations of the Target Fund are governed by the Company’s Articles of Incorporation, Bylaws, and Maryland law, and the Company must adhere to the 1940 Act and the rules and regulations promulgated by the SEC thereunder. The Target Fund’s investment company registration number is 811-06113.

The Gator Capital Long/Short ETF (the Acquiring Fund) is a series of Gator Capital Investment Trust (the ETF Trust), a Delaware statutory trust. The ETF Trust was organized as a Delaware statutory trust on July 9, 2026, pursuant to an Agreement and Declaration of Trust. The ETF Trust is registered as an open-end management investment company under the 1940 Act. The operations of the Target Fund are governed by the ETF Trust’s Certificate of Trust, Bylaws, Agreement and Declaration of Trust, and Delaware law, and the Company must adhere to the 1940 Act and the rules and regulations promulgated by the SEC thereunder. The Acquiring Fund is a newly organized shell fund with no shares outstanding prior to the Reorganization. Each Acquiring Fund Share has one vote with respect to matters upon which a shareholder vote is required, consistent with the 1940 Act.

Comparisons of the governing instruments and state law governing the ETF Trust and Mutual Fund Corporation are provided in Appendix B to this Information Statement/Prospectus.

What are the capitalizations of the Funds?

The following table sets forth the unaudited capitalization of the Target Fund and Acquiring Fund as of September 4, 2026, and the unaudited pro forma combined capitalization of the Acquiring Fund as adjusted to give effect to the Reorganization. The following are examples of the number of shares of the Acquiring Fund that would have been exchanged for the shares of the Target Fund if the Reorganization had been consummated, and do not reflect the number of shares or value of shares that would actually be received if the Reorganization, as described, occurs. Pro forma numbers are estimated in good faith and are hypothetical. Pro forma numbers do not reflect any potential liquidation of shareholders associated with the Reorganization or cash paid in lieu of fractional Acquiring Fund Shares.

(1) The Acquiring Fund is a shell fund without any shares outstanding and, therefore, no estimated capitalization is available.

(2) No adjustments have been made with respect to the cost of the Reorganization because the Adviser is paying for the costs of the Reorganization (including the legal costs associated with the Reorganization), whether or not the Reorganization is consummated. Brokerage fees and expenses related to the disposition and acquisition of assets (including any disposition to raise cash to pay redemption proceeds) that are incurred in the ordinary course of business will not be covered by the Adviser. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a “regulated investment company” within the meaning of Section 851 of the Code.

(3) Since shares of the Acquiring Fund are not issued in fractional shares and, as a result, cash will be paid to shareholders in connection with the Reorganization in lieu of fractional shares, the NAV of the Acquiring Fund upon consummation of the Reorganization may be less than that of the Target Fund.

The information in the capitalization table above is for informational purposes only. There is no assurance that the Reorganization will be consummated. Moreover, if consummated, the capitalization of the Target Fund and Acquiring Fund is likely to be different at the Closing Date as a result of daily share purchase and redemption activity in the Target Fund. Accordingly, the foregoing should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received on or after such date.

ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUNDS AND THE TARGET FUND

Comparison of the Funds’ Investment Objectives and Principal Investment Strategies

The investment objectives of the Funds are identical, and principal investment strategies of the Fund are substantially similar .

Investment Objective:

The Funds’ investment objective is to provide long-term capital growth with a short-term focus on capital preservation.

Principal Investment Strategy:

The Funds’ principal investment strategies are substantially similar , as provided in the table below. Please note that there are certain definitional differences between the strategies that do not affect the substance of the strategy (i.e., the Target Fund uses “the Manager” and the Acquiring Fund uses “the Adviser”, and the Acquiring Fund Principal Investment Strategies of the Fund section begins with “The Fund is an actively managed exchange-traded fund.”)

How do the fundamental investment policies of the Funds compare?

The fundamental investment policies of the Target Fund and the Acquiring Fund are the same.

Where can I find more financial and performance information about the Funds?

Additional information is available in the Funds’ prospectuses, statements of additional information, the most recent annual reports, semi-annual shareholder reports, and financial statements and other information filed with the SEC on Form N-CSR, as applicable. Because the Acquiring Fund has not yet commenced operations, no financial statements are available yet.

The Target Fund’s prospectus, as well as the Acquiring Fund’s prospectus, are incorporated herein by reference and are legally deemed to be part of this Information Statement/Prospectus. A copy of the Target Fund prospectus is available upon request from the Adviser, free of charge. A copy of the Acquiring Fund prospectus accompanies this Information Statement/Prospectus.

The Statement of Additional Information also is incorporated herein by reference and is legally deemed to be part of this Information Statement/Prospectus. The Target Fund’s statement of additional information, as well as the Acquiring Fund’s statement of additional information, are incorporated therein by reference, and are available upon request.

The prospectus, statements of additional information, and the most recent annual and semi-annual shareholder reports have been filed with the SEC and are available, free of charge, by (i) calling ( 888 ) 846-1548 , (ii) accessing the documents at the Fund’s website at https://www.gatorcapital.com/mutual-funds, or (iii) writing to the Fund at the address listed above. In addition, these documents may be obtained from the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You also may obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

PRINCIPAL SHAREHOLDERS

As of the date hereof, the Acquiring Fund was not operational and, therefore, had no shareholders. As of September 4, 2026, the officers and Directors of the Mutual Fund Corporation, as a group, owned or controlled less than 1% of the outstanding shares of the Target Fund. As of September 4, 2026, the below shareholders owned of record, or to the knowledge of the Target Fund, beneficially, 5% or more of the outstanding shares of the Target Fund. The percentage of the Acquiring Fund that would be owned by the below named shareholders of the Target Fund upon consummation of the Reorganization is expected to remain substantially the same.

OTHER SERVICE PROVIDERS

Administrator.

Ultimus Fund Solutions, LLC (“Ultimus”), 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the administrator and fund accountant for the Funds. Ultimus provides certain administrative and accounting services to the Funds, including maintaining the Funds’ financial books and records, computing its daily net asset value, and preparing required regulatory filings.

Distributor.

Target Fund.

Ultimus Fund Distributors, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the distributor of the Target Fund’s shares. Ultimus Fund Distributors, LLC is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority (“FINRA”).

Acquiring Fund.

Northern Lights Distributors LLC (the “Distributor”), 4221 North 203rd Street, Suite 100, Elkhorn, NE 68022-3474, serves as the distributor of the Acquiring Fund’s shares. The Distributor is a registered broker-dealer and is a member of FINRA. The Distributor distributes Creation Units for the Acquiring Fund on an agency basis and does not maintain a secondary market in shares of the Acquiring Fund. The Distributor has no role in determining the investment policies of the Acquiring Fund or the securities that are purchased or sold by the Acquiring Fund.

Transfer Agents.

Target Fund.

Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, serves as the transfer and dividend disbursing agent for the Target Fund. As transfer agent and dividend disbursing agent, Ultimus is responsible for maintaining account records detailing the ownership of Target Fund shares and for crediting income, capital gains, and other changes in share ownership to shareholder accounts.

Acquiring Fund.

U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services), 615 East Michigan Street, Milwaukee, WI 53202, serves as the transfer agent for the Acquiring Fund. As transfer agent, U.S. Bancorp Fund Services is responsible for maintaining account records detailing the ownership of Acquiring Fund shares and for crediting income, capital gains, and other changes in share ownership to shareholder accounts.

Custodian.

U.S. Bank National Association, 425 Walnut Street, Cincinnati, OH 45202, serves as custodian of the assets of both the Target Fund and the Acquiring Fund.

Trust Counsel.

Kilpatrick Townsend & Stockton LLP, 1001 West Fourth Street, Winston-Salem, North Carolina 27101, serves as legal counsel to the ETF Trust and provides legal services in connection with the Reorganization.

Independent Registered Public Accounting Firm.

Tait, Weller & Baker LLP, Two Liberty Place, 50 South 16^th Street, Suite 2900, Philadelphia, PA 19102-2529, has been selected as the independent registered public accounting firm of the Funds. The independent registered public accounting firm is responsible for auditing the financial statements of the Funds.

Payments to Broker-Dealers and Other Financial Intermediaries

Target Fund

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and/or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Certain of these payments are sometimes referred to as “revenue sharing”. Ask your salesperson or visit your financial intermediary’s website for more information.

Acquiring Fund

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank), the Adviser or its affiliates may pay the intermediary for the sale of Fund Shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

The Adviser, and/or its related entities, out of its own resources and without additional cost to the Fund or its shareholders, may pay intermediaries, including affiliates of the Adviser, for the sale of Fund shares and related services, including participation in activities that are designed to make intermediaries more knowledgeable about exchange traded products. Payments are generally made to intermediaries that provide shareholder servicing, marketing and related sales support, educational training or support, or access to sales meetings, sales representatives and management representatives of the intermediary. Payments may also be made to intermediaries for making shares of the Fund available to its customers generally and in investment programs. The Adviser may also reimburse expenses or make payments from its own resources to intermediaries in consideration of services or other activities the Adviser believes may facilitate investment in the Fund.

The possibility of receiving, or the receipt of, the payments described above may provide intermediaries or their salespersons with an incentive to favor sales of shares of the Fund, and other funds whose affiliates make similar compensation available, over other investments that do not make such payments. Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to the Fund and other ETFs.

ADDITIONAL INFORMATION

Shareholders Sharing the Same Address. Normally, if two or more shareholders share the same address and last name, only one copy of the Information Statement/Prospectus is being delivered to that address, unless the Fund(s) have received contrary instructions from one or more of the shareholders at that shared address. Upon written or oral request, the Acquiring Fund will deliver promptly a separate copy of the Information Statement/Prospectus to a shareholder at a shared address. Please call ( 888 ) 846-1548 if you would like to receive a separate copy of the Information Statement/Prospectus.

FINANCIAL HIGHLIGHTS

The financial highlights are intended to help you understand the Target Fund’s financial performance for the past five years or, if shorter, the period of the Fund’s operations, as indicated by the table.

The Acquiring Fund is new and has no performance history as of the date of this Information Statement/Prospectus. The Acquiring Fund will adopt the financial history, including the financial highlights, of the Target Fund following the Reorganization.

For the Target Fund, the financial highlights are included in the Target Fund’s prospectus  dated August 28, 2026, (File No. 811-06113) (Accession No. 0001580642-26-005771) , which is incorporated by reference herein. The financial highlights for the Target Fund have been audited by Tait, Weller & Baker LLP, whose report, along with the Target Fund’s audited annual financial statements, are included in the Target Fund’s Form N-CSR  (File No. 811-06113) (Accession No. 0001580642-26-004155) filed with the SEC on July 2, 2026, which is incorporated by reference herein .

Further information about the Target Fund’s performance is contained in the annual reports and financial statements and other information filed with the SEC on Form N-CSR. The Target Fund will furnish, without charge, a copy of its most recent financial statements and other information filed with the SEC on Form N-CSR to any shareholder upon request.

APPENDIX A 

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (“Agreement”) is made as of July 10, 2026 by and between Caldwell & Orkin Funds Inc., a Maryland Corporation (“Company”), on behalf of its series Gator Capital Long/Short Fund (the “Target Fund”), and Gator Capital Investment Trust, a Delaware statutory trust (“GCIT”), on behalf of its series Gator Capital Long/Short ETF (the “Acquiring Fund” and together with the Target Funds, the “Funds”). Gator Capital Management LLC, a Delaware limited liability company (“GCM”), joins this Agreement solely for purposes of paragraphs 4.4 and 8.2.

WHEREAS, this Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of the regulations under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code;

WHEREAS, the reorganization of the Target Fund will consist of: (i) the transfer of all the assets of the Target Fund to the Acquiring Fund in exchange solely for shares of beneficial interest of the Acquiring Fund (“Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all the liabilities of the Target Fund; and (ii) the Target Fund will distribute (1) such shares of the Acquiring Fund to the Target Fund Shareholders (as defined in Section 1.4) who hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund, (2) cash to Target Fund Shareholders who do not hold shares of the Target Fund through accounts that are permitted to hold shares of the Acquiring Fund (“Cash-Out Shareholders”) equal in value to the aggregate net asset value (“NAV”) of the Target Fund shares held by such Cash-Out Shareholders (less any applicable withholding tax), in connection with the complete liquidation of the Target Fund, and (3) cash to Target Fund Shareholders in lieu of fractional shares of the Acquiring Fund (less any applicable withholding tax), in complete liquidation and termination of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (such transaction, the “Reorganization”);

WHEREAS, the Acquiring Fund is a series of GCIT, an open-end management investment company registered pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Target Fund is a series of Company, an open-end management investment company registered pursuant to the 1940 Act;

WHEREAS, the Acquiring Fund is newly organized for the purpose of acquiring the assets and assuming the liabilities of the Target Fund;

WHEREAS, the Acquiring Fund is, and will be at the time of the Closing (as defined in paragraph 3.1), a shell series of GCIT created for the purpose of acquiring the assets and assuming the liabilities of the Target Fund, and, prior to the Closing, will not commence operations or carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations);

WHEREAS, the Target Fund currently owns securities and other investments that are assets of the character in which the Acquiring Fund is permitted to invest;

WHEREAS, the Board of Trustees of Company, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of Company, has determined with respect to the Target Fund that (1) participation in the Reorganization is in the best interests of the Target Fund, and (2) the interests of the existing shareholders of the Target Fund will not be diluted as a result of the Reorganization;

WHEREAS, the Board of Trustees of GCIT, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of GCIT, has determined that participation in the Reorganization is in the best interests of the Acquiring Fund.

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

ARTICLE I

THE REORGANIZATION AND FUND TRANSACTIONS

which assumed liabilities shall include all of the Target Fund’s liabilities, debts, obligations (including the obligation of the Target Fund to indemnify, defend, hold harmless, advance expenses to and/or contribute to the liability of the trustees and officers of the Target Fund, acting in their capacities as such, to the fullest extent provided by applicable law and in the Company’s Governing Documents (as defined in Section 4.1(a)), including without limitation any losses, claims, damages, liabilities or expenses that are not covered and paid by insurance, or if so covered, any insurance retention or deductible resulting therefrom), and duties of whatever kind or nature.

ARTICLE II

VALUATION

2.1 Valuation of Assets. The value of the Target Fund’s assets and liabilities (taking into account the value of any cash or other assets used to redeem fractional shares pursuant to Section 5.11 or to distribute to Cash-Out Shareholders) shall be computed using the valuation policies and procedures established by the Board of Trustees of GCIT or such other valuation procedures as shall be mutually agreed upon by the parties as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the business day immediately preceding the Closing Date (such time and date the “Valuation Time”). As of the Valuation Time, the movement of records and materials of the Target Fund to the fund accounting and administrative services agent of the Surviving Funds shall commence for completion.

2.2 Valuation of Shares. The net asset value per share of the Acquiring Fund Shares shall be the net asset value per share computed as of the Valuation Time using the valuation policies and procedures established by the Board of Trustees of GCIT; or such other valuation procedures as shall be mutually agreed upon by the parties.

2.3 Calculation of Number of Acquiring Fund Shares. The number of Acquiring Fund Shares to be issued in consideration for the net assets as described in Article I, shall be determined by dividing the value of the assets (net of liabilities) of the Target Fund determined in accordance with Section 2.1 by the net asset value of an Acquiring Fund Share determined in accordance with Section 2.2. The Acquiring Fund shall not issue fractional shares, and Cash-Out Shareholders shall not receive Acquiring Fund Shares.

2.4 Joint Direction of Calculation. All computations of value with respect to both the Target Fund and the Acquiring Fund shall be made by Ultimus Fund Solutions, LLC (“Ultimus”), in its capacity as accounting agent for the Acquiring Fund. Such computations shall be evaluated by GCM, in its capacity as investment adviser for the Acquiring Fund and the Target Fund. Such computations shall be subject to confirmation by the Target Fund’s and Acquiring Fund’s respective transfer agents and independent registered public accounting firms.

2.5 Reserved.

ARTICLE III

CLOSING

3.1 Closing. The Reorganization (“Closing”), shall occur at the principal office of GCM on or about November 1, 2026, or at such other place and/or on such other date as to which the parties may agree (the “Closing Date”). Unless otherwise provided, all acts taking place at the Closing shall be deemed to take place at the Closing. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request to effect the transactions contemplated by this Agreement.

3.2 Transfer by Custodian. The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Time to the Acquiring Fund’s custodian for the account of the Acquiring Fund duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct its custodian (the “Target Fund Custodian”) to deliver to the Acquiring Fund’s custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “1940 Act”)), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The Target Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Target Custodian to the Acquiring Fund’s custodian. The cash to be transferred by the Target Fund shall be delivered to the Acquiring Fund’s custodian by wire transfer of U.S. federal funds or other appropriate means on or about the first business day following the Closing Date. If the Target Fund is unable to make such delivery on the Closing Date in the manner contemplated by this Section for the reason that any of such securities or other investments purchased prior to the Closing Date have not yet been delivered to the Target Fund or its broker, then the Acquiring Fund may, in its sole discretion, waive the delivery requirements of this Section with respect to said undelivered securities or other investments if the Target Fund has, by or on the Closing Date, delivered to the Acquiring Fund or its custodian executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or brokers, together with such other documents as may be required by the Acquiring Fund or its custodian, such as brokers’ confirmation slips.

3.3 Transfer Agent. At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide instructions and related information to the Acquiring Fund or its transfer agent with respect to Target Fund Shareholders, including names, addresses, dividend reinvestment elections, if any, and tax withholding status of such Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary). The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.

3.4 Postponement of Closing. In the event that on the date of the Valuation Time or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an “Exchange”) is closed to trading or trading thereupon is restricted, or (b) trading

or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the reasonable judgment of GCIT or Company, accurate appraisal of the value of the net assets of the Target Fund is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Company. Company, on behalf of the Target Fund, represents and warrants to GCIT, on behalf of the Acquiring Fund, as follows:

contingent or otherwise, incurred by it subsequent to the date of the most recent financial statements, whether or not incurred in the ordinary course of business. For the purposes of this subsection (k), a decline in the net asset value of the Target Fund shall not constitute a material adverse change.

rights to subscribe for or purchase any of the shares of the Target Fund, nor is there outstanding any security convertible into any of the Target Fund’s shares.

4.2 Representations and Warranties of GCIT. GCIT, on behalf of the Acquiring Fund, represents and warrants to Company, on behalf of the Target Fund, as follows:

law or a material violation of its Declaration of Trust and By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which GCIT, on behalf of the Acquiring Fund, is a party or by which it is bound, or (ii) the acceleration of any obligation, or the imposition of any penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which GCIT, on behalf of the Acquiring Fund, is a party or by which it is bound.

4.4 Representations and Warranties of GCM. GCM represents and warrants to GCIT, on behalf of the Acquiring Fund, and to Company, on behalf of the Target Fund, as follows:

ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Conduct of Business. The Acquiring Fund and the Target Fund each will operate its business in the ordinary course consistent with past practice between the date hereof and the Closing, it being understood that such ordinary course of business with respect to the Target Fund will

include the declaration and payment of customary dividends and other distributions, and any other distribution that may be advisable. The Acquiring Fund shall not have commenced operations, prepared books of account and related records or financial statements or issued any shares except for those operations commenced, books of accounts and related records or financial statements prepared or shares issued in connection with a private placement to the initial shareholder of the Acquiring Fund to secure any required initial shareholder approvals.

5.2 Reserved.

5.3 No Distribution of Acquiring Fund Shares. The Target Fund covenants that the Acquiring Fund Shares to be issued hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.4 Information. The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund shares.

5.5 Other Necessary Action. Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.6 Information Statement/Prospectus. The Target Fund will provide the Acquiring Fund with information regarding the Target Fund reasonably necessary for the preparation of the information statement and prospectus to be included in the Information Statement/Prospectus, in compliance with the 1933 Act, the 1934 Act and the 1940 Act. The GCIT shall file with the Commission the Information Statement/Prospectus.

5.7 Liquidating Distribution. As soon as is reasonably practicable after the Closing, the Target Fund will make a liquidating distribution to its shareholders consisting of the Acquiring Fund Shares received at the Closing.

5.8 Best Efforts. The Acquiring Fund and the Target Fund shall each use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent set forth in Article VI to effect the transactions contemplated by this Agreement as promptly as practicable.

5.9 Other Instruments. GCIT, on behalf of the Acquiring Fund, and Company, on behalf of the Target Fund, each covenants that it will, from time to time, as and when reasonably requested by the other party, execute and deliver or cause to be executed and delivered all such assignments and other instruments, and will take or cause to be taken such further action as the other party may reasonably deem necessary or desirable in order to vest in and confirm (a) Company’s, on behalf of the Target Fund, title to and possession of the Acquiring Fund Shares to be delivered hereunder, and (b) GCIT’, on behalf of the Acquiring Fund, title to and possession of all the assets and otherwise to carry out the intent and purpose of this Agreement.

5.10 Regulatory Approvals. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing.

5.11 Fractional Shares. Prior to the Closing, the Target Fund shall redeem all fractional shares of the Target Fund outstanding on the records of the Target Fund’s transfer agent. For these purposes, any Target Fund shares owned by a Target Fund Shareholder that, in aggregate, have a NAV less than the NAV per share of the Acquiring Fund are deemed fractional shares and shall be redeemed by the Target Fund as set forth herein.

5.12 Qualification as a “Regulated Investment Company. (a) The Acquiring Fund will elect to be RIC for U.S. federal income tax purposes for its taxable year that includes the Closing Date, and intends to continue to qualify for such treatment for its subsequent taxable years, and will compute its U.S. federal income tax for such taxable year under Section 852 of the Code; and (b) at all times prior to and subsequent to making such election, the Acquiring Fund will take all steps necessary to ensure that it qualifies for U.S. federal income tax purposes as a RIC and remains eligible to compute its U.S. federal income tax under Section 852 of the Code.

5.13. Reorganization. The Target Fund and the Acquiring Fund agree to treat the Reorganization as a “reorganization” under Section 368(a)(1)(F) of the Code and will file all tax returns consistent with such treatment. Neither the Target Fund nor the Acquiring Fund shall take any action or cause any action to be taken (including, without limitation, the filing of any tax return or the defense of any dispute, audit, investigation, proceeding or claim concerning taxes) that is inconsistent with such treatment or that results in the failure of the transaction to qualify as a reorganization under Section 368(a)(1)(F) of the Code, except as required by applicable law.

ARTICLE VI

CONDITIONS PRECEDENT

6.1 Conditions Precedent to Obligations of Company. The obligations of Company, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject, at Company’ election, to the following conditions:

6.2 Conditions Precedent to Obligations of GCIT. The obligations of GCIT, on behalf of the Acquiring Fund, to complete the transactions provided for herein shall be subject, at GCIT’ election, to the following conditions:

6.3 Other Conditions Precedent. If any of the conditions set forth in this paragraph 6.3 have not been satisfied on or before the Closing, GCIT, on behalf of the Acquiring Fund, or Company, on behalf of the Target Fund, shall, at its option, not be required to consummate the transactions contemplated by this Agreement.

sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.

respect to cash received by Target Fund Shareholders in lieu of fractional shares, if any);

The delivery of such opinion is conditioned upon receipt by Kilpatrick Townsend & Stockton LLP of customary representations it shall reasonably request of GCIT, on behalf of the Acquiring Fund, and of Company, on behalf of the Target Fund. In rendering such opinion, Kilpatrick Townsend & Stockton LLP may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, the facts set forth in the Information Statement/Prospectus, and on representations made by each of GCIT and Company. No opinion will be expressed as to the effect of the Reorganization on (i) the Target Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for U.S. federal income tax purposes at the end of a taxable year (or any applicable termination or transfer) under a mark-to-market system of accounting and (ii) any Target Fund shareholder that is required to recognized unrealized gains and losses for U.S. federal income tax purposes under a mark-to-market system of accounting.

ARTICLE VII

INDEMNIFICATION

7.3 Liability of Company. GCIT understands and agrees that the obligations of Company, on behalf of the Target Fund, under this Agreement shall not be binding upon any director, shareholder, nominee, officer, agent or employee of Company on behalf of Company personally, but bind only Company on behalf of the Target Fund and the Target Fund’s property. Moreover, no series of Company other than the Target Fund shall be responsible for the obligations of Company hereunder, and all persons shall look only to the assets of the Target Fund to satisfy the obligations of the Target Fund hereunder.

7.4 Liability of GCIT. Company understands and agrees that the obligations of GCIT, on behalf of the Acquiring Fund, under this Agreement shall not be binding upon any trustee, shareholder, nominee, officer, agent or employee of GCIT on behalf of GCIT personally, but bind only GCIT on behalf of the Acquiring Fund and the Acquiring Fund’s property. Moreover, no series of GCIT other than the Acquiring Fund shall be responsible for the obligations of GCIT hereunder, and all persons shall look only to the assets of the Acquiring Fund to satisfy the obligations of the Acquiring Fund hereunder. Company represents that it has notice of the provisions of the Declaration of Trust of GCIT disclaiming shareholder and trustee liability for acts or obligations of the Acquiring Fund.

ARTICLE VIII

BROKERAGE FEES AND EXPENSES

8.1 No Broker or Finder Fees. The Acquiring Fund and the Target Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

8.2 Expenses of Reorganization. Except as otherwise provided herein, GCM will bear 100% of the expenses relating to the Reorganization whether or not the Reorganization is consummated. The costs of the Reorganization shall include, without limitation, costs associated with: preparation, printing and distribution of the Information Statement/Prospectus; legal fees and accounting fees with respect to the Reorganization and the Information Statement/Prospectus; and all necessary taxes in connection with the delivery of the assets, including all applicable stock transfer stamps. Brokerage fees and expenses related to the disposition or acquisition of Assets (including any disposition intended to raise cash to pay redemption proceeds) that are incurred by the Target Fund in the ordinary course of business prior to the Closing shall be borne by the Target Fund. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in the disqualification of such party as a RIC or the disqualification of the Reorganization as a tax-free reorganization under Section 368(a)(1)(F) of the Code, and it is intended that GCM will pay or assume only those expenses that are solely and directly related to the Reorganization in accordance with the guidelines established in IRS Revenue Ruling 73-54, 1973-1 C.B. 187.

ARTICLE IX

AMENDMENTS AND TERMINATION

9.1 Amendments. This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of GCIT or Company, on behalf of either the Acquiring Fund or the Target Fund, respectively.

9.2 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned by resolution of the Board of Trustees of GCIT or the Board of Directors of Company, on behalf of the Acquiring Fund or the Target Fund, respectively, at any time prior to the Closing, if circumstances should develop that, in the opinion of such Board, make proceeding with this Agreement inadvisable.

ARTICLE X

NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by electronic delivery (i.e., e-mail) personal service or prepaid or certified mail addressed as follows:

If to GCIT:

GCIT

c/o Gator Capital Management, LLC

2502 N. Rocky Point Drive, Suite 665

Tampa, Florida 33607

Attention: Derek Pilecki; Erik Anderson

Email: derek.pilecki@gatorcapital.com; erik.anderson@gatorcapital.com

with a copy (which copy shall not constitute notice) to:

Kilpatrick Townsend & Stockton LLP

1001 W. Fourth Street

Winston-Salem, North Carolina 27101

Attention: Jeffrey Skinner; Kate McCurry

Email: jskinner@ktslaw.com; kmccurry@ktslaw.com

If to Company:

Caldwell & Orkin Funds, Inc.

c/o Gator Capital Management, LLC

2502 N. Rocky Point Drive, Suite 665

Tampa, Florida 33607

Attention: Derek Pilecki; Erik Anderson

Email: derek.pilecki@gatorcapital.com; erik.anderson@gatorcapital.com

with a copy (which copy shall not constitute notice) to:

With a copy (which shall not constitute notice) to:

Kilpatrick Townsend & Stockton LLP

1001 W. Fourth Street

Winston-Salem, North Carolina 27101

Attention: Jeffrey Skinner; Kate McCurry

Email: jskinner@ktslaw.com; kmccurry@ktslaw.com

If to GCM:

Gator Capital Management, LLC

2502 N. Rocky Point Drive, Suite 665

Tampa, Florida 33607

Attention: Derek Pilecki; Erik Anderson

Email: derek.pilecki@gatorcapital.com; erik.anderson@gatorcapital.com

ARTICLE XI

MISCELLANEOUS

respectively, not set forth herein, and that this Agreement constitutes the entire agreement between the parties.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the 10th day of July, 2026.

GATOR CAPITAL INVESTMENT TRUST

By:____________________

Name: Derek Pilecki

Title: President

CALDWELL & ORKIN FUNDS, INC.

By:____________________

Name: Derek Pilecki

Title: President

GATOR CAPITAL MANAGEMENT, LLC

By:____________________

Name: Derek Pilecki

Title: Manager

APPENDIX B

COMPARISON OF GOVERNING INSTRUMENTS AND STATE LAW

The following is a summary of certain important differences between the organizational documents and state law governing the Target Fund and the Acquiring Fund. It is not a complete description of these governing documents. In many instances, shareholders of the Target Fund will have the same or similar rights as shareholders of the Acquiring Funds. For more information, shareholders should review the applicable governing documents in their entirety. Defined terms used, but not defined herein, will have the meaning set forth in the applicable governing document.

STATEMENT OF ADDITIONAL INFORMATION
DATED November 10, 2026

Registration Statement on Form N-14 Filed by:

Gator Capital Investment Trust

2502 N. Rocky Point Drive, Suite 665

Tampa, Florida 33607

Acquisition of All of the Assets and Liabilities of:

Gator Capital Long/Short Fund (a series of The Caldwell & Orkin Funds, Inc.),

by and in exchange for shares of

Gator Capital Long/Short ETF (a series of Gator Capital Investment Trust)

This Statement of Additional Information (the “SAI”) is being furnished to shareholders of the Gator Capital Long/Short Fund (the “Target Fund”), a series of The Caldwell & Orkin Funds, Inc., a Maryland corporation, in connection with the acquisition of assets of the Target Fund by Gator Capital Long/Short ETF (the “Acquiring Fund”), a newly created series of Gator Capital Investment Trust (the “Trust”) as described in the Combined Information Statement/Prospectus (the “Reorganization”). The Target Fund and the Acquiring Fund are collectively referred to as the “Funds” and each, a “Fund”.

This SAI is not a prospectus, and should be read in conjunction with the Combined Information Statement/Prospectus, dated November 10, 2026, relating to the Reorganization. The Combined Information Statement/Prospectus and any of the materials incorporated by reference into this SAI are available upon request, without charge, by writing to Gator Capital Long/Short ETF, c/o Ultimus Fund Solutions, LLC P.O. Box 46707, Cincinnati, OH 45246.

Because the Acquiring Fund was newly-created for the purposes of the Reorganization, the Acquiring Fund has not published financial statements. The Acquiring Fund is a newly-created shell series of the ETF Trust with no assets or liabilities that will commence operations upon consummation of the Reorganization and continue the operations of the Target Fund. The Target Fund shall be the accounting and performance survivor in its respective Reorganization, and the Acquiring Fund, as the corporate survivor in the Reorganization, shall adopt the accounting and performance history of the corresponding Target Fund.

This SAI is not a prospectus, and should be read in conjunction with the Information Statement/Prospectus, dated November 10 , 2026, relating to the Reorganization.

The Information Statement/Prospectus and any of the materials incorporated by reference into this SAI are available upon request, without charge, by calling (800) 467-7903, by writing to Gator Capital Long/Short ETF, c/o Ultimus Fund Solutions, LLC P.O. Box 46707, Cincinnati, OH 45246, or by accessing documents relating to the Target Fund at the Target Fund’s website at https://gatorcapital.com/mutual-funds/.

Supplemental Financial Information

Tables showing the fees and expenses of the Acquiring Fund and the Target Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, are included in the section entitled “What are the fees and expenses of the Funds and what might they be after the Reorganization?” in the Information Statement/Prospectus. The fee tables do not include separate pro forma tables representing the combined Funds following the Reorganization because the Acquiring Fund pro forma tables show the fees and expenses that will apply going forward; the Acquiring Fund is not operational and does not currently have investment assets. The Reorganization will not result in a material change to any of the Target Fund’s portfolio holdings, as the Acquiring Fund has the same investment objective and fundamental investment restrictions as the Target Fund , and substantially similar principal investment strategy as the Acquiring Fund . Accordingly, a schedule of investments of the Target Fund modified to show the effects of such change is not required and is not included. There are no material differences in the accounting policies of the Target Fund as compared to those of the Acquiring Fund.

Part C

Limitation of Liability and Indemnification provisions for Trustees, Shareholders, officers, employees and agents of Registrant are set forth in Article VII of the Declaration of Trust.

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3) The undersigned Registrant agrees to file, by post-effective amendment to this Registration Statement, final and executed copies of opinions of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinions.

As required by the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, and State of Florida, on November 9 , 2026.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

INDEX TO EXHIBITS
(Portions of these exhibits have been omitted)

ATTACHMENTS / EXHIBITS

ex14.htm