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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

September 29, 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. 106 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 September
15, 2023, with respect to the Amendment and the Trust’s proposed eleven new series, YieldMax AI Option Income Strategy ETF, YieldMax
ROKU Option Income Strategy ETF, YieldMax SNOW Option Income Strategy ETF, YieldMax ZM Option Income Strategy ETF, YieldMax ADBE Option
Income Strategy ETF, YieldMax NKE Option Income Strategy ETF, YieldMax ORCL Option Income Strategy ETF, YieldMax INTC Option Income Strategy
ETF, YieldMax BIIB Option Income Strategy ETF, YieldMax BA Option Income Strategy ETF, and YieldMax TGT Option Income Strategy ETF (each,
a “Fund,” and collectively, the “Funds”). 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.

GENERAL

 1. Recently, the Staff has given you comments on several filings with similar
options-based strategies tied to single stocks or funds. Comments previously given may apply here and should be considered when revising
disclosure regardless of whether we give the comments below.

Response: The Trust so confirms.

 2. Please ensure the Trust’s name on the facing sheet is consistent
with the EDGAR filer name.

Response: The Trust confirms that the
Trust’s name will be consistently shown.

 3. Please provide a completed fee table prior to effectiveness.

Response: The Trust notes that a completed
fee table is shown in Exhibit A. The fee table will be the same for all of the Funds.

 4. Please confirm that the costs of short sales are included in Other Expenses
and reflected in the Fee table.

Response: 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.

PRINCIPAL INVESTMENT STRATEGIES

 5. Please clarify in the disclosure the meaning of the phrase “maintaining
the opportunity for exposure to the share price (i.e., the price returns) of the common stock” in light of the subsequent phrase
“the Fund uses a synthetic covered call strategy to provide income and exposure to the share price returns of [underlying stock].”

Response: The foregoing phrases have
been harmonized and, in light of the Trust’s responses to prior SEC comments for similar funds, will reflect that the Fund’s
strategy provides “indirect” exposure to the underlying stock.

 6. Please delete the phrase “seek to” in both instances in the
following sentences: “The Fund will seek to employ its investment strategy as it relates to [the underlying stock] regardless of
whether there are periods of adverse market, economic, or other conditions and will not seek to take temporary defensive positions during
such periods.

Response: The Trust confirms that the
phrase has been deleted in both instances.

 7. Please clarify how investments are made based on the Adviser’s
analysis.

Response: The Trust respectfully notes
that, as reflected in Comment 1 above, the Funds’ principal investment strategies reflect revisions made in response to prior SEC
comments for similar funds with options-based strategies tied to single stocks. The Trust further respectfully notes that the disclosures
under the headings “The Fund’s Use of [Underlying Stock] Option Contracts” and “Synthetic Covered Call Strategy”
state how investments are made based on the Sub-Adviser’s analysis.

 8. The Staff notes the disclosure that the “Fund’s options contracts
provide exposure to the share price returns of [underlying stock].” Please reconcile that disclosure with the description of synthetic
call, which states that the Fund does not own the underlying stock.

Response: The Prospectus has been revised
to clarify that each Fund’s exposure to the underlying stock is indirect. In addition, an explanatory sentence has been added to
the principal investment strategy section’s initial paragraph.

 9. In the “Synthetic Covered Call Strategy” description, clarify
the phrase “seeks to participate.”

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

 10. In the “Fund’s Monthly Distributions” description,
explain what a “premium” is. Consider adding a summary of the disclosure on page 90.

Response: The Prospectus has been revised
to clarify what a premium is.

 11. In the “Fund’s Return Profile vs [Underlying Stock]”
description, please also disclose the extent to which the underlying stock has a history of paying dividends, that returns will not reflect
the payment of dividends, and income generated by the income strategy may be less than the income generated by a direct investment because
of the dividend. Consider disclosing AI’s current dividend payout here, or in an appropriate place in the registration statement.

Response: The Prospectus has been
revised to add disclosure indicating that the underlying stock may pay dividends, that the Fund’s returns will not include
such dividends, income generated by the Fund may be less than the income generated by a direct investment the underlying stock.
However, the Trust respectfully declines to include the dividend history of each underlying stock. The Trust believes that including
such data might add unnecessary complexity and potentially confuse investors. Further, including dividend history could be
misinterpreted as a suggestion that future dividends are guaranteed or predictable based on past patterns.

 12. With respect to the statement that “[t]he combination of these
investment instruments provides investment exposure to [the underlying stock] equal to at least 100% of the Fund’s total assets,”
clarify that it refers to notional value, and explain in plain English what this is. In doing so, the disclosure should clarify how this
disclosure is reconciled with the following risk disclosure: “To comply with the asset diversification test applicable to a RIC,
the Fund will attempt to ensure that the value of options it holds is never 25% of the total value of Fund assets at the close of any
quarter.”

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

 13. For all of the Funds, please disclose the rule 35d-1 test the 80% in
the underlying stock or in securities of similar characteristics.

Response: The Trust respectfully declines
to make the foregoing changes, as the Trust respectfully disagrees that the Funds’ names are subject to the Names Rule as currently
in effect. The Trust will be reviewing the recently adopted amendments to Rule 35d-1 and will ensure that the Funds are in compliance
with such amendments, if applicable, by the compliance date.

 14. For the YieldMax AI Option Income Strategy ETF, disclose the risk of
the underlying stock being small cap.

Response: The Trust respectfully declines
to include such small cap risk. The underlying stock, C3.AI, now has a market value of over $3 billion.

 15. With regard to each of the underlying stocks, represent to the SEC that
the company is exchange listed, has been for one year, and discloses a market cap in excess of $75 million.

Response: The Trust hereby represents
to the Staff that regarding each of the underlying stocks, each company is exchange listed, has been for one year, and discloses a market
cap in excess of $75 million.

 16. The prospectus should not say that it has not made due diligence inquiries
of the underlying companies, as that statement is overbroad and inconsistent with an adviser’s fiduciary duty.

Response: The Trust respectfully declines
to delete the foregoing statement as it is both factually accurate and consistent with the Adviser’s fiduciary duty. That is, the
statement is intended to disclose that the Adviser, et. al., were not involved in the preparation of the underlying stock’s offering
documentation. To avoid potential misunderstandings, that statement has been revised to clarify its connection with the immediately preceding
sentence, which relates to the preparation of the offering documents of the underlying security.

 17. In an appropriate location, consider adding suitability-related disclosure
that explains what the product is designed to do, why it was designed, and the purposes that investors should use it for.

Response: The Trust respectfully notes
that such disclosure is already included in the Prospectus. In particular, see the principal investment strategies disclosure under “Why
invest in the Fund?”

 18. Please supplementally explain to the Staff how the Fund’s intended
strategy are, and will be consistent with Rule 140 and the Morgan Stanley no-action letter.

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 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.

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

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 in