SecProbe.io

CORRESP
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Tidal
Trust II

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

April
24, 2023

VIA
EDGAR TRANSMISSION

Ms.
Karen Rossotto

Division
of Investment Management, Disclosure Review Office

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Tidal
Trust II (the “Trust”)

  Post-Effective
Amendment No. 57 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)

  File
Nos. 811-23793; 333-264478

Dear
Ms. Rossotto:

This
correspondence responds to comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “Commission”) on April 4, 2023, with respect to the Amendment and the Trust’s proposed new series, the CNIC
ICE U.S. Carbon Neutral Power Index ETF (the “Fund”).

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 Amendment.

FEES
AND EXPENSES

1. Please
                                            supplementally provide the Staff with a Fee Table pre-effectively. In addition, please tell
                                            us in correspondence how the Trust estimated Other Expenses and determined it was a reasonable
                                            estimate of the expenses for the current fiscal year.

Response:
The Fund’s completed Fees and Expenses table and Expense Example are as shown in the attached Appendix A. The Trust further responds
by noting that Other Expenses were estimated based on a review of sample portfolio holdings for the Fund. The Trust believes that the
estimated Other Expenses for the Fund’s initial fiscal year are reasonable given the Fund’s expected portfolio holdings.
Per a recent SEC comment on another filing, the Fund’s Fees and Expenses table will not show “Other Expenses” as a
line item, and it will include a more explanatory footnote.

PRINCIPAL
INVESTMENT STRATEGIES

2. Briefly
                                            describe what the Index is designed to do (purpose, what it is useful for). Explain how the
                                            Adviser plans to track the Index using futures.

Responses:
The description of the Index in the Prospectus has been revised as follow:

The
Index tracks the broad U.S. electricity market on a carbon-neutral basis. The Index is constructed by the Index Provider from electricity
futures contracts listed on ICE Futures U.S. and carbon emissions futures contracts, also listed on ICE Futures U.S. and designed to
offset carbon emissions from the electricity generation associated with the electricity.

With
respect to how the Fund will track the Index, the Registrant refers the staff to the discussion found under “Principal Investment
Strategies” on page [ ] of the prospectus, and in other areas of the prospectus that discuss the Adviser’s use of representative
sampling as the means to track the Index.

3. Describe
                                            in the disclosure what electricity and carbon allowance futures are, how they operate, and
                                            how the Fund will use them. Explain the market circumstances under which the Fund will make
                                            or lose money by tracking the Index and by investing in these futures contracts. For example,
                                            what does an electricity of futures contract allowance entitle the Fund to? Under what circumstances
                                            would it be profitable or unprofitable to be a buyer?

Response:
The Prospectus has been revised to include the foregoing disclosures. In particular:

Electricity
Futures: Electricity futures are exchange-traded financial contracts that allow buyers and sellers to trade the right to purchase
or sell a specified amount of electricity at a predetermined price, location, and date in the future. These contracts enable market participants,
such as electricity producers, distributors, and consumers, to manage price risk by contracting for a price of future electricity delivery.
Electricity futures are traded on electronic commodity exchanges, similar to other commodities such as metals, fuels, and agricultural
products. The price of electricity futures is determined by various factors, including regional supply and demand for electricity, weather
conditions, and governmental regulations. By trading electricity futures, market participants can hedge against price fluctuations and
manage the volatility associated with U.S. electricity prices. Futures contracts are also used for speculative purposes by market participants
who seek to profit from changes in the future price and volatility of electricity. The Index, and therefore the Fund, will use electricity
futures to provide investors with exposure to the U.S. electricity market, a key retail and important climate transition commodity.

Carbon
Allowance Futures: Carbon allowance futures are exchange-traded financial contracts that allow buyers
and sellers to trade the right to purchase or sell a specified amount of carbon allowances at a predetermined price and date in the future.
Carbon allowances are permits that are issued by governments or other regulatory bodies that limit the amount of carbon dioxide (CO2)
or other greenhouse gases that can be emitted by certain industries or entities. Carbon allowance futures contracts are used by various
market participants, such as companies that are managing their compliance with regulations related to their specific greenhouse gas emissions.
By utilizing carbon allowance futures, market participants can manage the risk of rising carbon prices while procuring enough carbon
allowances to meet their emission allowance obligations. Carbon allowance futures are typically traded on electronic commodity exchanges
and their prices are influenced by a range of factors, including the supply and demand for carbon allowances, the availability of carbon
reduction technologies, and changes in governmental policies related to climate change. Carbon allowance futures are part of a broader
trend in the development of the carbon allowance market. This market seeks to use financial incentives for corporations to reduce their
greenhouse gas emissions while promoting the transition to a lower-carbon economy. The Index, and therefore the Fund, will use carbon
allowance futures to provide investors with exposure to the U.S electricity market in a carbon-neutral fashion.

Pricing
and volatility The value of the Fund will be determined by the changes and relationships in the prices of the underlying electricity
and carbon allowances futures contracts. If the price of these futures contracts increases and more specifically
the prompt month futures price increases more than the prices of the other futures contracts, the value of the Fund will increase. Conversely,
if the price of these futures contracts decreases and more specifically the prompt month futures price decreases more than the prices
of the other futures contracts, the value of the Fund will decrease.

4. Tailor
                                            the description of futures contracts to reflect the futures contracts that the Fund intends
                                            to use.

Response:
The Prospectus has been revised to tailor the description.

5. Please
                                            clarify and simplify the following sentence: “The Index includes exchange-traded carbon
                                            allowance futures contracts in a quantity and amount such that the carbon emissions credits
                                            represented by these futures contracts is sufficient to offset the level of carbon emissions
                                            produced by the electricity generation represented by the Index’s electricity futures
                                            contracts.” Please consider providing an example in Item 9 along with an explanation
                                            of how the Fund determines the "level of carbon emissions produced by the electricity
                                            generation represented by the Index's electricity futures contracts.”

Response:
The Prospectus has been revised to clarify the foregoing sentence.

6. Disclose
                                            the number of components in the Index.

Response:
The Prospectus has been revised to disclose the foregoing.

7. Please
                                            supplementarily provide the Staff with the Index’s white paper outlining its methodology.
                                            	Please supplementarily provide the Staff with a list of the top 20 holdings of the Index.

Response:
The Trust has supplementarily provided the Staff with the Index’s white paper and top holdings via email sent on [ ], 2023

8. Please
                                            disclose when the Index is rebalanced and/or reconstituted and if the Fund follows.

Response:
The Prospectus has been revised to include the foregoing disclosure. In particular, the Index rebalances annually based on the publicly
available three-year average annual power consumption data published by each individual ISO for each individual region. This data is
then used to re-weight the six major power pool electricity futures holdings based upon any changes from the previous year to the current
year. The Fund will follow this same methodology and will rebalance annually when the Index does.

9. Please
                                            disclose how the Index is weighted.

Response:
The Prospectus has been revised to include the foregoing disclosure. In particular, annually, the allocation between each power hub is
adjusted by the percentage that each hub is of the latest total for all six hubs; the new percentage is then used to determine how many
futures will be used for each of the individual hubs.

10. With
                                            respect to rolling of futures contracts, please explain how the strategy of rolling of electricity
                                            futures contracts works with strategy of rolling of carbon allowance futures contracts.

Response:
The Prospectus has been revised to explain the Index’s rolling strategy. In particular, for power contracts, every month fifteen
business days prior to the expiration of the prompt (closest expiring) month electricity futures contracts, the Index on a pro-rata basis
will replace the month 1 electricity futures contracts with the month 13 electricity futures contracts for each of the six power pools.
For carbon allowance contracts, every year over a 15-day period in each of the months of September, October, and November, the Index
will replace the current December Carbon allowance futures on a pro-rata basis with the next year’s December Carbon Allowance futures
contracts.

11. Please
                                            explain how contango and backwardation will impact the Fund and the Index, and how the Fund
                                            may address its investments in response.

Response:
The Prospectus has been revised to explain the foregoing. In particular, if the Index futures prices are in contango, the Fund will experience
lower returns due to the replacing of the lower priced/value prompt month electricity futures contracts with the month 13 electricity
futures contracts that has a higher price/value. If the Index futures prices are in backwardation, the Fund will experience higher returns
due to the replacing of the higher priced/value prompt months electricity futures contracts with the month 13 electricity futures contracts
that has a lower price/value.

Because
the Fund is passively managed to mirror the Index, its value will reflect the changes in the value of the Index.

12. Explain
                                            “negative roll lead” in plain English and use definitive language to do so.

Response:
The Prospectus has been revised to explain the foregoing. In particular, negative roll yield occurs when the price of the futures is
lower than expected when the prompt futures contract expires. This situation will result in a loss for investors (like the Fund) who
roll over their prompt months’ futures contracts into a contract in the future. Negative roll yield will have a negative impact
on investors (like the Fund) who are long prompt month futures contracts and must roll the contract prior to the prompt month futures
expiration.

13. With
                                            respect to the Subsidiary, please:

 i. Disclose
                                            that the Fund complies with the provisions of the Investment Company Act governing investment
                                            policies (Section 8) on an aggregate basis with the Subsidiary.

 ii. Disclose
                                            that the Fund complies with the provisions of the Investment Company Act governing capital
                                            structure and leverage (Section 18) on an aggregate basis with the Subsidiary so that the
                                            fund treats the Subsidiary’s debt as its own for purposes of Section 18.

 iii. Disclose
                                            that the Adviser complies Section 15 with respect to the Subsidiary.  Please note, any
                                            investment advisory agreement between the Subsidiary and its investment adviser is a material
                                            contract that should be included as an exhibit to the registration statement.  As the
                                            Adviser is the investment adviser to both the fund and the Subsidiary, for purposes of complying
                                            with Section 15(c), the reviews of the Fund’s and the Subsidiary’s investment
                                            advisory agreements may be combined.

 iv. Disclose
                                            the Subsidiary complies with provisions relating to affiliated transactions and custody (Section
                                            17). Identify the custodian of the Subsidiary, if any.

 v. Disclose
                                            any of the Subsidiary’s principal investment strategies or principal risks that constitute
                                            principal investment strategies or risks of the Fund. The principal investment strategies
                                            and principal risk disclosures of the Fund should reflect aggregate operations of the Fund
                                            and the Subsidiary.

 vi. Confirm
                                            in correspondence that the Subsidiary and its board of directors will agree to inspection
                                            by the staff of the Subsidiary’s books and records, which will be maintained in accordance
                                            with Section 31 of the Investment Company Act and the rules thereunder.

 vii. Confirm
                                            the Subsidiary and its board of directors will agree to designate an agent for service of
                                            process in the United States.

 viii. Confirm
                                            the Subsidiary’s management fee (including any performance fee), if any, will be included
                                            in “Management Fees,” and the Subsidiary’s expenses will be included in
                                            “Other Expenses” in the fund’s fee table.

 ix. Disclose