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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

July 11, 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. 91 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 June
12, 2023, with respect to the Amendment and the Trust’s proposed new series, the Grizzle Growth 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.

Portfolio Turnover

 1. Please remove the statement that the Fund is newly organized.

Response: The Trust confirms the foregoing
change was made.

Principal Investment Strategies

 2. The Staff notes that the Fund seeks to invest in companies identified
for their structural (e.g., software) or cyclical (e.g., oil & gas) growth potential. Please disclose in the prospectus the data that
the Sub-Adviser looks at and the analysis it conducts to determine growth potential.

Response: The Fund modified the sentence
noted above and eliminated the phrase “growth potential.” Nonetheless, the Prospectus’ Item 9 disclosure has been supplemented
to disclose the metrics that the Grizzle considers in connection with its quantitative screening and fundamental analysis.

 3. In the Sector/Industry table, for automobile manufacturers, please clarify
whether electric vehicles include hybrid vehicles.

Response: The Prospectus has been revised
accordingly.

 4. With respect to the Cannabis sector disclosure, please include a legal
opinion from outside counsel as an exhibit to the registration statement confirming that the Fund complies with all applicable U.S. federal
and state laws and foreign laws, including cannabis investments and medical psychedelics. Please provide a draft of the opinion as
soon as possible as our review of these takes significant Staff time. Please also represent that you will update and refile the opinion
annually.

Response: The Trust will include as an
exhibit to the Fund’s registration statement a legal opinion stating that the Fund will comply with all applicable U.S. federal,
state and foreign laws with respect to its cannabis investments. The Trust confirms that it will update and refile the opinion annually.

 5. In the Sector/Industry table, for Casinos and Gaming, should the word
“and” in the following phrase be changed to “or”? “Companies that provide online and brick and mortar platforms
. . . ” Please advise or revise.

Response: The Trust revised the sentence
to replace “and” with “or.”

 6. In the Sector/Industry table for Financial Services, please clarify whether
financial services include blockchain, bitcoin futures, cryptocurrency and/or digital assets. If so, we will have additional comments.
Also, please clarify what you mean when you describe financial services companies as “creating diversified capital markets services
and access to emerging asset classes (e.g., cryptocurrency exchanges).” Please supplementarily provide examples of companies that
would fall into this category and why.

Response: The Trust confirms that the
Fund’s investments in the “Financial Services” category do

not include blockchain, bitcoin futures
or cryptocurrency/digital assets. The statement in question has been clarified to read as follows:

“Companies that are diversifying
their offerings and helping investors access new, potentially high-growth investment areas, including cryptocurrency exchanges.”

Supplementally, the Trust provides the
following examples of companies that would fall into the foregoing category: Robinhood Markets (“Robinhood”) and Charles Schwab
(“Schwab”). Robinhood’s platform permits investors to, inter alia, invest in stocks, open spending cards and spending
accounts, and engage in cryptocurrency trading. Schwab allows customers to, inter alia, open brokerage accounts, invest in mutual funds
and ETFs, and obtain banking and trust services.

 7. Please explain in the filing what medical psychedelics are. Also, please
explain supplementally how the Fund confirms that is investing only in medical psychedelic companies that do not violate the law. That
is, what controls does the Fund have in place, and what due diligence does it perform?

Response: The Trust has revised the “Healthcare”
category description in the registration statement as follows:

“Companies engaged in the
genetic manipulation of microorganisms, the manufacturing of medicinal drugs and research and application of novel pharmaceutical formulations
(including medical legally derived psychedelics medicines that bind to specific serotonin receptors and cause changes in perception and
cognition in the pursuit of treating mental diseases such as PTSD and clinically resistant depression).”

The Fund also confirms supplementally
that it will not invest directly in or hold ownership in any companies that engage in psychedelics-related business, unless permitted
by federal, state and local laws of the relevant jurisdiction. The Fund intends to invest in companies conducting federally approved research,
production and distribution in the psychedelics industry and will conduct due diligence to confirm each company is operating within the
laws of the United States.

 8. In connection with the Sector/Industry table for Information Technology,
please clarify in the filing what “software as a service” is.

Response: The Prospectus has been revised
with the addition of an explanatory footnote to the table.

 9. In the Sector/Industry table for Information Technology, if information
technology includes hardware, please add that to the description.

Response: The Prospectus has been revised
accordingly.

 10. In connection with the Sector/Industry table for Materials, please clarify
in the filing what electric metals are.

Response: The Prospectus has been revised
with the addition of an explanatory footnote to the table.

 11. In the Sector/Industry table for Materials, please explain what “renewable
energy ecosystems” are.

Response: The Prospectus has been revised
accordingly.

 12. Please advise us supplementally whether the Registrant has a manager-of-managers
order in place. If so, please advise whether it intends to rely on it for this Fund.

Response. The Trust confirms there is
a manager-of-managers order in place. However, because the Sub-Adviser’s name is in the name of the Fund (and not proceeded by the
Adviser’s name), the Fund will not rely on the order.

 13. Describe more fully your quantitative screening overlay and the fundamental
research you do when making investment decisions.

Response: The Prospectus has been revised
accordingly.

 14. Please disclose how the Fund defines emerging markets countries.

Response: The Prospectus has been revised
accordingly.

 15. Please explain in the filing, in plain English, what total return swaps
are.

Response: The Trust confirms that the
Fund does not intend for total return swaps to be a Principal Investment Strategy of the Fund. However, the Trust has added the following
definition of total return swaps in the Statement of Additional Information.

“Total return swaps are swap
agreements in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based
on the return of an underlying asset, to seek exposure to U.S. and foreign securities of cannabis and psychedelics companies and other
ETFs.”

 16. Please explain in the filing, in plain English, what risk-managed call
and put and spread options are, and discuss and provide more detail more information about “favorable option trading opportunities”
the Fund uses. Please also explain how the options and trading opportunities are used to reach the Fund’s objective.

Response: The Trust responds by noting
that total return swaps will not be part of the Fund’s principal investment strategy and the Trust has revised the second paragraph
under the table as follows:

“The Fund’s portfolio
is expected to consist of 30 to 60 equity securities, and may be comprised of common stock and depositary receipts of U.S. and foreign
issuers of any market capitalization. The Fund’s exposure to foreign issuers may include issuers in both developed and emerging
market countries. In addition, the Adviser may opportunistically invest in options to both enhance the Fund’s return and seek to
provide downside risk protection for specific positions in the portfolio. The Adviser uses proprietary valuation models and analysis of
historical portfolio profit and loss information to identify favorable risk-managed option trading opportunities, including use
of covered calls risk-managed call and put option spreads options strategies (selling calls on stock positions
in the portfolio) and selling an option and buying another to bet on the direction of a stock while capping both the downside risk (i.e.,
risk of loss) and upside performance (i.e., limiting participation in any gain).”

Principal Investment Risks

 17. For the Automobile Sector risks, please tailor the disclosure to the
strategy’s disclosure. That is, the business of electric cars and renewables.

Response: The Prospectus
has been revised accordingly.

 18. Please revise the following sentence to reflect that cannabis is always
illegal under federal law: “Since the cultivation, possession, and distribution of cannabis can be illegal under United States federal
law under certain circumstances, federally regulated banking institutions may be unwilling to make financial services available to growers
and sellers of cannabis.”

Response: The Prospectus has been revised
accordingly.

 19. For the Communications Services Sector risk, please tailor the disclosure
to the strategy disclosure (e.g., media/streaming).

Response: The Prospectus has been revised
accordingly.

 20. For Psychedelics Sector risks, please explain in the filing what is meant
by the phrase “psychedelic-inspired drugs.”

Response: The Psychedelics Sector risks
have been revised to eliminate the foregoing phrase.

 21. With respect to Underlying ETFs risks, please confirm the Fees and Expenses
table doesn’t need a line item for Acquired Fund Fees and Expenses (or add the line item if appropriate).

Response: The Trust so confirms.

 22. Please advise us supplementally if you will be filing an N-14 in connection
with the reorganization. Please confirm that you will not use the prospectus to sell shares until the reorg is consummated.

Response: The Trust supplementally
notes that an N-14 will be filled in connection with the reorganization and confirms that the Prospectus will not be used to sell shares
until the reorganization is consummated.

Performance

 23. If there are any material differences in the policies of the Fund and the Predecessor Fund, please
disclose them.

Response: The Trust there are no material
differences in the policies of the Fund and the Predecessor Fund.

 24. Please provide us with the completed performance disclosure prior to the effective date.

Response: The Trust has provided the
Staff with the completed performance disclosure supplementally via email on June 21, 2023, with the exception of June 30, 2023 performance
data.

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

Sincerely,

/s/ Michael T. Pellegrino

Michael T. Pellegrino, General Counsel

Toroso Investments, LLC