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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

July 27, 2023

VIA EDGAR TRANSMISSION

Ms. Alison T. White, Senior Counsel

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street NE

Washington, DC 20549

Re: Tidal Trust II (the “Trust”)

  Post-Effective Amendment No. 93 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)

File Nos. 811-23793; 333-264478

Dear Ms. White:

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 July
14, 2023, with respect to the Amendment and the Trust’s proposed nine new series, YieldMax MSTR OptionIncome Strategy ETF, YieldMax
ABNB Option Income Strategy ETF, YieldMax AMD Option Income Strategy ETF,YieldMax MRNA Option Income Strategy ETF, YieldMax PYPL Option
Income Strategy ETF, YieldMax DIS Option Income Strategy ETF, YieldMax JPM OptionIncome Strategy ETF, YieldMax MSFT Option Income Strategy
ETF, and YieldMax XOM Option Income Strategy ETF (each, a “Fund” and collectively, the “Funds”).

The Trust notes that the previously proposed new series,
YieldMax BABA Option Income Strategy ETF, was previously withdrawn from the Amendment.

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.

PROSPECTUS

1. Please explain supplementally how the Fund’s intended strategy and disclosures are and will be
consistent with both Rule 140 and the Morgan Stanley letter from May 1996.

Response: With respect to Rule 140 of the Securities
Act of 1933, as amended (the “1933 Act”), no underlying issuer should be considered a co-registrant of a Fund under
Rule 140. Rule 140 provides:

“A person, the chief part of whose business
consists of the purchase of the securities of one issuer, or of two or more affiliated issuers, and the sale of its own securities . .
. to furnish the proceeds with which to acquire the securities of such issuer or affiliated issuers, is to be regarded as engaged in the
distribution of the securities of such issuer or affiliated issuers within the meaning of section 2(11) of the [1933 Act].”

Rule 140 applies only to the extent that the
“chief part” of a company’s business consists of selling its securities and utilizing the proceeds to purchase the
securities of a single issuer or affiliated issuers. Rule 140 does not set forth any standard for identifying the “chief part”
of the issuer’s business. However, the Staff has provided that “chief part” indicates an investment of greater than
45% of a fund’s assets in the securities of a particular issuer.1 A Fund will not invest over 45% of its assets in the
securities of the underlying issuer. Each Fund is investing in options that reference a particular issuer, not directly in the securities
of such issuer. As indicated in Exhibit A, a portion of each Fund’s assets will be used to invest in a options contracts
that reference the underlying issuer, and the remaining net assets of the Fund will be invested in U.S. Treasury securities. Each Fund’s
investments will be below the 45% threshold previously detailed by the Staff. In addition, no Fund will purchase any securities directly
from the underlying issuer and therefore will not participate in a distribution of underlying issuer shares.

Regarding
the Morgan Stanley & Co., Inc. No-Action Letter (May 21, 1996) (the “MS Letter”), the Trust has reviewed
the MS Letter as it applies to reference underlying securities issuer (“Reference Asset Securities”) and believes
that it should apply to the Funds. The MS Letter provides conditions to determine whether complete financial and non-financial information
regarding Reference Asset Securities is required to be disclosed.2

Specifically, the MS Letter provides that “complete
disclosure is not required to be set forth in the filings of the issuer of securities investing in Reference Asset Securities where there
is sufficient market interest and publicly available information regarding the issuer of the Underlying Securities.” The MS Letter
then concluded that sufficient market interest and publicly available information exists where the Reference Asset Securities: (1) has
a class of equity securities registered under Section 12 of the Exchange Act of 1934, as amended (the “1934 Act”);
and (2) is either (i) eligible to use Form S-3 or F-3 under the Securities Act of 1933, as amended (the “1933 Act”)
for a primary offering of non-investment grade securities or (ii) meets the listing criteria that an issuer of the Reference Asset Securities
would have to meet if the issuer of securities investing in the Reference Asset Securities was to be listed on a national securities exchange
as equity linked securities.

In this regard, if sufficient market interest
and publicly available information is deemed to be available for the Reference Asset Securities, the MS Letter provides that the issuer
may include abbreviated disclosure about the issuer of the Reference Asset Securities primarily by referencing disclosure that is separately
available in its registration statement under the 1933 Act and periodic reports under the 1934 Act. As set forth in the MS Letter, abbreviated
disclosure should include at least: (1) a brief discussion of the business of the issuer of the underlying securities; (2) disclosure
about the availability of information with respect to the issuer of the Reference Asset Securities; and (3) certain information concerning
the market price of the Reference Asset Securities.

1
       See
FBC Conduit Trust I, SEC No-Action Letter (Oct. 6, 1987).

2
       In the MS Letter,
the Division of Corporate Finance provided that “complete financial statement and non-financial statement disclosures regarding
the issuer of Underlying Securities is material to investors at the time of both the initial sale of the Exchangeable securities and on
a continuous basis thereafter . . . . Since an investor’s return on Exchangeable Securities depends materially on the market performance
of the Underlying Securities, holders of the Exchangeable Securities should be provided with full and fair disclosure about the issuer
of the Underlying Securities.”

    2

An
investor’s return on any Fund’s securities depends principally on the market performance of the reference asset of that Fund’s
options contracts.3 The Trust acknowledges that full and fair disclosure about each underlying issuer is material to an investor
in such Fund. However, the Trust believes that there is sufficient market interest and publicly information regarding each of the underlying
issuers, consistent with the MS Letter, such that financial and non-financial information regarding any specific underlying issuer should
not be required in the Registration Statement. Specifically, each underlying issuer is registered under Section 12 of the 1934 Act and
are eligible to file on registration statements on Form S-3. Accordingly, pursuant to the parameters enumerated in the MS Letter, there
is deemed to be sufficient market interest and publicly available information and each Fund may include abbreviated disclosure in its
Registration Statement as it relates to its specific underlying issuer. Each Fund believes that disclosure regarding the underlying reference
asset beyond the information that is required of the MS Letter is unnecessary as there is sufficient market interest and publicly available
information regarding each underlying issuer for investors to evaluate the character of the Fund’s securities properly and fully.
The Funds note that this approach is identical with that of other investment companies that are now in the market that seek exposures
to common shares of a single issuer.4

 2. Please
                                            explain how each Fund will comply with the leverage requirements of rule 18f-4. Please explain
                                            what each Fund’s designated reference portfolio will be, and why it was determined
                                            to be an appropriate reference portfolio for a Fund focused on a single corporate issuer.

Response:
Each Fund’s portfolio transactions will be conducted pursuant to a written derivatives risk management program, which includes
policies and procedures that are reasonably designed to manage the risks of the Fund’s usage of derivatives, as required by Rule
18f-4. The program is administered and overseen by a committee that has been designated by the Trust’s Board as the derivatives
risk manager. The program will identify and provide an assessment of each Fund’s derivatives usage and risks as they pertain to
each Fund’s usage of options and any other derivatives as applicable. The program will provide risk guidelines that, among other
things, consider and provide for: (1) limits on each Fund’s derivatives exposure; (2) monitoring and assessment of each Fund’s
exposure to illiquid investments (if any); (3) monitoring and assessment of the credit quality of each Fund’s counterparties; and
(4) monitoring of margin requirements, position limits and position accountability levels. Additionally, the program will provide for
stress testing, back-testing, internal reporting and escalation, and periodic review in compliance with Rule 18f-4. Data relating to
such functions will be made available by a third-party service provider engaged by the Trust for analysis and monitoring by the Funds’
derivatives risk manager.

The Registrant supplementally provides
the following information to the Staff in response to the Staff’s comment regarding the determination by the Derivatives Risk Manager
(”DRM”) regarding each Fund’s designated reference portfolio and Rule 18f-4 compliance.

    Reference

Underlier
    Fund Ticker
    Reference Portfolio

    DIS
    DISO
    S&P500

    JPM
    JPMO
    S&P500

    XOM
    XOMO
    S&P500

    ABNB
    ABNY
    NASDAQ 100

    AMD
    AMDY
    NASDAQ 100

    PYPL
    PYPY
    NASDAQ 100

    MSFT
    MSFO
    NASDAQ 100

    MSTR
    MSTY
    NYSE FAANG+

    MRNA
    MRNY
    NYSE FAANG+

The DRM has determined that the above referenced
indexes are the appropriate Reference Portfolios to ensure compliance with the requirements of Rule 18f-4.   In all instances,
the expected risk of the respective funds would fall within the bounds set by the rule (i.e. VaR of each fund is less than 200% of the
VaR). Based on the projected risk in each of the funds, and using observed delta exposures from theoretical option portfolios the Portfolio
Management team would expect to trade for each respective fund, the VaR ratios for the respective funds fell between 85% and 188%.

The Reference Portfolios were chosen
based on the type of risk expressed by the underlying security. We believe this is appropriate because we believe this aligns with the
investment objectives of the fund in question. More specifically, we have assigned the S&P 500 Index as the reference portfolio for
funds referencing an underlying security with a higher beta to broader, sector-agnostic price action; we have assigned the NASDAQ 100
Index for funds whose underlying security has a higher beta to broader technology sector price action. Finally, we have assigned the NYSE
FAANG+ Index as the reference portfolio for funds whose underlying security exhibits high price dispersion characteristics similar to
the high growth-focused securities in that index.

3
       The Funds note that
the securities in the MS Letter were both optional or mandatory and could be settled for the specific equity security or the cash value
thereof. In this regard, the Funds do not believe that such securities are materially different in character than the Funds’ options
contracts.

4
       See Investment
Managers Series Trust II Post-Effective Amendment No. 333 (File No. 333-191476) (July 11, 2022); Innovator ETFs Trust Post-Effective Amendment
No. 827 (File No 333-146827) (July 15, 2022); Precidian ETFs Trust Post-Effective Amendment No. 49 (File No. 333-171987) (June 14, 2017);
Direxion Shares ETF Trust Post-Effective Amendment No. 356 (File No. 333-150525) (July 25, 2022); and GraniteShares ETF Trust Post-Effective
Amendment No. 33 (File No. 333-214796) (July 28, 2022).

    3

 3. Please
                                            disclose in a note to the Fees and Expenses table that Other Expenses are based on estimated
                                            amounts. See Instruction 6(a) to Item 3.

Response:
The Prospectus has been revised to add the required footnote for each Fund’s Fees and Expenses table.

 4. Please
                                            confirm that the costs of short sales are reflected in the Fee table.

Response:
The Trust confirms that the anticipated costs of short sales are reflected in the Funds’ Fee and Expenses tables. The Trust
can confirm that the short sales costs have been considered. There is no expectation of short sales related expenses to be incurred by
the Funds’ and as such the Fees and Expenses Table is reflected accurately.

 5. The Staff notes that the strike price of covered call writing reflects a range of 0% to 15%. Please
advise the Staff supplementally why the range has been modified from the 5% to 15% from the 2022 YieldMax filing.

Response: The advisor and sub-advisor believe
that by expanding the range to 0-15% they will have greater flexibility to deliver the desired outcome to investors. In particular, this
will allow them to write options which are closer to ATM increasing the premium which will be earned and thus generating higher income
to investors. The advisor and sub-advisor anticipate selling these closer to the money options when they believe the market is mispricing
volatility and it is advantageous to do so.

 6. With respect to the YieldMax MSTR Option Income Strategy ETF’s risk disclosure regarding MicroStrategy
Incorporated, consider expanding the bitcoin risk factor disclosure to reflect the risks described in Microstrategy’s most recent
10-K. Also, please clarify the risks associated with the phrase “risks associated with the sale of newly mined Bitcoin.”

Response: The Prospectus has
been revised to expand the risk disclosure relating to bitcoin risk factors and to remove the phrase “risks associated with
the sale of newly minted bitcoin”.

 7. With respect to the YieldMax JPM Option Income Strategy ETF’s banking risk disclosure regarding
JP JPMorgan Chase & Co., consider adding disclosure about recent bank failures.

Response: The Prospectus has been
revised to add additional disclosure to the banking industry risk factor.

 8. With respect to Fund Sponsors, Lucania Investments LLC, and Level ETF Ventures LLC, please advise the
Staff supplementally whether either or both of them have any other relationships with the Funds, the Funds’ affiliates, the Funds’
advisers, or the advisers’ affiliates.

Response: Both Lucania and Level
are co-sponsors on other ETFs in the Trust and the Tidal ETF Trust.

    4

STATEMENT OF ADDITIONAL INFORMATION

 9. Regarding the disclosure on pages 34-35 in the SAI regarding the Acceptance of Orders of Creation Units,
given that the Fund’s strategy involves gaining market exposure to a single common stock, please supplementally address whether
the Fund will be able to continue to issue and redeem creation units where there exists market, regulatory or other issues affecting the
liquidity, trading, settlement and/or valuation of the common stock. Has the Fund considered specific circumstances, including some that
may not be extraordinary, that may require suspending creation or redemptions? Please disclose as applicable. Please also explain to us
how the Fund will be able to create and redeem Fund shares and achieve its investment objective if trading in the underly