SecProbe.io

CORRESP
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filename1.htm

Tidal
ETF Trust

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

August
25, 2023

VIA
EDGAR TRANSMISSION

Ms.
Christina DiAngelo Fettig

Division
of Investment Management, Disclosure Review Office

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  RE:
  Tidal
  ETF Trust (the “Tidal Trust”)

  Form
  N-14

  File
  No. 333-273743

Dear
Ms. Fettig:

This
correspondence responds to accounting-related comments the Tidal Trust received from the staff of the U.S. Securities and Exchange Commission
(the “Staff” or the “Commission”) on August 21, 2023, with respect to the Form N-14 regarding the proposed reorganization
of the Gotham Short Strategies Fund (the “Target Fund”), a series of FundVantage Trust (the “FV Trust”), into
the Gotham Short Strategies ETF (the “Acquiring Fund”), which is a newly created series of Tidal Trust.

For
your convenience, the comments have been reproduced with responses following each comment. Capitalized terms not otherwise defined have
the same meaning as in the filing.

PROXY
STATEMENT/PROSPECTUS

 1. Please
                                            ensure that hyperlinks are included for each document incorporated by reference.

Response:
The Tidal Trust confirms the foregoing.

 2. Given
                                            this Form N-14 relates to the merger between two different Trusts, are there any valuation
                                            differences between the Trusts that would cause a difference on the merger date? If so, the
                                            differences would need to be disclosed, and they should be reflected as an adjustment to
                                            the cap table.

Response:
Tidal Trust confirms that there are no differences between the valuation policies of the Tidal Trust and the FV Trust that would cause
a difference in valuation of the investments held by the Target Fund on the merger date.

 3. Regarding
                                            the Q&A “Who will pay the costs in connection with the Reorganization?,”
                                            please disclose whether the managers will pay the costs whether or not the reorganization
                                            is consummated.

Response:
Disclosure has been added to state that Gotham and Toroso will pay the costs of the Reorganization whether or not the Reorganization
is completed.

 4. The
                                            following disclosure appears to be generic “except for any related portfolio transaction
                                            costs, which are expected to be de minimis (less than $10,000).” Please tailor the
                                            foregoing disclosure to reflect such costs for this transaction.

Response:
The response to the question “Who will pay the costs in connection with the Reorganization” has been revised as follows:

The
estimated cost of the Reorganization is expected to be approximately $158,500. Gotham, the investment adviser for the Target Fund and
sub-adviser for the Acquiring Fund, and Toroso, the investment adviser for the Acquiring Fund, will bear 100% of the Reorganization costs.
Although there may be changes to the Target Fund’s portfolio prior to the Reorganization in connection with Gotham’s implementation
of the Target Fund’s principal investment strategies, Gotham will not reposition any of the Target Fund’s portfolio due to
the Reorganization and, accordingly, there will not be any transaction costs borne by shareholders in connection with the Reorganization.
except for any related portfolio transaction costs, which are expected to be de minimis (less than $10,000 ).

 5. Regarding
                                            the answer to the Q&A “What happens if the Reorganization is not approved?”
                                            if possible, please elaborate on what other actions the FundVantage Board may consider. For
                                            example, liquidation, merger with another fund, etc.

Response:
The Target Fund intends to continue operating as a mutual fund series of the FV Trust if the Reorganization is not approved by shareholders
of the Target Fund. The FV Trust does not currently intend to liquidate the Target Fund or pursue a merger with another fund if the Reorganization
is not approved. Accordingly, the response to the question has been revised as follows:

“If
the Reorganization is not approved by the Target Fund’s shareholders or does not close for any reason, the shareholders will remain
shareholders of the Target Fund, and the Target Fund will continue to operate as a mutual fund series of the FundVantage Trust.
The FundVantage Board then will consider other actions as it deems necessary or appropriate for the Target Fund.”

 6. Regarding
                                            the Q&A “What are the fees and expenses of each Fund and what might they be after
                                            the Reorganization?,” the Staff notes that the answer includes fees as of the Fund’s
                                            September, 2022 fiscal year end. Please confirm in correspondence that the fees presented
                                            represent current fees in accordance with Item 3 of Form N-14.

Response:
The Tidal Trust responds that the fees presented are current in accordance with the requirements of Item 3 of Form N-14. Item 3 of Form
N-14 directs the Tidal Trust to provide information using the format prescribed in Item 3 of Form N-1A. The instructions to Item 3 of
Form N-1A indicate that “Annual Fund Operating Expenses” should be based on information as of the most recent fiscal year.

 7. For
                                            the Annual Operating Expense table, the Staff notes that the Target Fund’s prospectus
                                            includes an additional footnote that related to derivative instruments such as swaps and
                                            additional costs related to swaps. Please review that footnote to determine whether it should
                                            be reflected here as well.

Response:
Although the Tidal Trust does not believe the additional footnote is required by Form N-14, the additional footnote has been added for
consistency with the N-1A registration statement.

 8. Below
                                            the table showing costs for 1, 3, 5, and 10-year periods, the Staff notes that the footnote
                                            appears contradictory to the lead-in to the fee table. Further, it does not appear required
                                            by Form N-14. Consider removing the footnote.

Response:
The aforementioned footnote has been removed from the document.

 9. For
                                            the Q&A question, "Will the Target Fund reposition any of its portfolio in connection
                                            with to the Reorganization?", the response is: “The Target Fund does not anticipate
                                            any material repositioning of its portfolio in connection with the Reorganization.”
                                            If possible, please provide a clearer and more definitive statement, especially considering
                                            this is a shell merger. If there will be a repositioning the Fund’s portfolio, please
                                            explain.

Response:
The aforementioned response has been replaced with the following:

“Although
there may be changes to the Target Fund’s portfolio prior to the Reorganization in connection with Gotham’s implementation
of the Target Fund’s principal investment strategies, Gotham will not reposition any of the Target Fund’s portfolio due to
the Reorganization and, accordingly, there will not be transaction costs borne by shareholders in connection with the Reorganization.”

 10. Please
                                            confirm to the Staff that future applicable filings will include the change in accountant
                                            disclosures. Please reference IM Dear CFO Letter 1998-04.

Response:
The Tidal Trust confirms that the Fund will include in future applicable filings, the aforementioned change in accountant disclosures.

 11. The
                                            third bullet point under the section heading “Reasons for the Reorganization,”
                                            states that “The total annual fund operating expenses of the Acquiring Fund are expected
                                            to be the same as those of the Target Fund.” Actually, the Staff believes that “the
                                            net expense are expected to be the same.” Please update the disclosure accordingly.

Response:
The third bullet point has been revised as follows:

“Total
annual fund operating expenses for the Target Fund are higher than the expected total annual fund operating expenses for the Acquiring
Fund and the total annual fund operating expenses after fee waiver and/or expense reimbursement for the Target Fund are the same as the
expected total annual fund operating expenses for the Acquiring Fund.”

 12. With
                                            respect to the second Q&A “Who will pay the expenses of the Reorganization?,”
                                            please make the same changes as requested via Comments 3 and 4 above.

Response:
The Tidal Trust confirms that corresponding changes have been made consistent with the responses to Comments 3 and 4 above.

 13. For
                                            the capitalization table, the Staff generally likes to see the table dated currently (e.g.,
                                            within 30 days of filing date). Please either (1) update the information in the table to
                                            a more current date, or (2) confirm to the Staff in correspondence that there has been no
                                            material change to capitalization since the date presented.

Response:
The Tidal Trust notes that Form N-14 does not specify a date as of which the capitalization table should be completed but has updated
the capitalization table as follows with information as of July 31, 2023:

    Target
    Fund
    Pro
                                            Forma- Acquiring Fund after Reorganization

    (estimated)

    Net
    Assets
    $18,065,674
    $18,065,674

    Total
    Shares Outstanding
    2,358,891
    2,358,891

    Net
    Asset Value Per Share
    $7.66
    $7.66

 14. Please
                                            disclose the amount of capital loss carryforwards available to the Target Fund.

Response:
The following disclosure has been added to the second-to-last paragraph under “Federal Income Tax Consequences of the Reorganization”:

At
September 30, 2022, the Target Fund had short-term capital loss carryforwards of $31,595 and long-term capital loss carryforwards of
$14,849,627 which are available to the Acquiring Fund.

STATEMENT
OF ADDITIONAL INFORMATION

 15. The
                                            Staff notes that the disclosure under “General Information” appears to include
                                            all of the requisite disclosures. However, the Staff requests that a heading titled “Supplemental
                                            Financial Information” be included before the last half of the second paragraph.

Response:
The Tidal Trust confirms the requested heading has been added.

 16. With
                                            respect to the last paragraph under “General Information,” please provide more
                                            detail regarding the statement that “. . . the Reorganization is not expected to result
                                            in a material change to the Target Fund’s investment portfolio . . .” Or,
                                            add a disclosure that quantifies the term “material.”

Response:
The aforementioned disclosure has been revised as follows:

The
Reorganization will not result in a change to the Target Fund’s investment portfolio due to the investment objectives and restrictions
of the Acquiring Fund Because the Acquiring Fund has substantially similar principal investment strategies as the Target Fund,
the Reorganization is not expected to result in a material change to the Target Fund’s investment portfolio due to the investment
restrictions of the Acquiring Fund. Accordingly, a schedule of investments of the Target Fund modified to reflect such change
is not included.

 17. Please
                                            confirm that all of the hyperlinks correctly link to the corresponding documents.

Response:
The Trust confirms that all of the hyperlinks accurately reference the corresponding documents.

If
you have any questions or require further information, please contact Michael Pellegrino at (844) 986-7700 #746 or mpellegrino@tidalfg.com.

Sincerely,

Michael
T. Pellegrino

Michael
T. Pellegrino, General Counsel

Toroso
Investments, LLC