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CORRESP
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Tidal
Trust II

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

December
26, 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. 131 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 December 15, 2023, with respect to the Amendment and the Trust’s proposed two new series, YieldMax
Universe Fund of Option Income ETFs and YieldMax Magnificent 7 Fund of Option Income ETFs (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. Please
                                            provide us with the completed fee tables prior to effectiveness. Please confirm that the
                                            costs of short sales are included in Other Expenses and reflected in the Fee table.

Response:
Each Fund’s completed Fees and Expenses table and Expense Example are the same, and are as shown in the attached Exhibit A. 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

 A) YieldMax™
                                            Universe Fund of Option Income ETFs (YMAX)

 2. Please
                                            ensure, as appropriate, that the disclosure aligns with the comments we have provided when
                                            you filed registration statements for funds with similar options-based strategies tied to
                                            single stocks. Comments previously given may apply here and should be considered regardless
                                            of whether we have given the comments below.

Response:
The Trust confirms that Staff comments previously given have been considered in connection with this prospectus.

 3. Please
                                            explain in plain English what a synthetic covered all is. Make clear in the disclosure how
                                            the Fund gains its exposure to the underlying issuers.

Response:
The Prospectus has been revised to address the above comments.

 4. In
                                            the first set of bullet points, please clarify what “exposure to the share price”
                                            means in flat or declining markets.

Response:
The Prospectus has been revised to clearly and prominently state that:

Each
Underlying YieldMax™ ETF’s strategy is subject to all potential losses if its Underlying Security shares decrease in value,
which may not be offset by income received by the Underlying YieldMax™ ETF.

 5. Please
                                            explain in the disclosure why an investor should invest in the Fund. Include an explanation
                                            as to how the underlying funds help the Fund achieve its objective, as well as how the Adviser
                                            chooses from among underlying funds.

Response:
The Prospectus has been revised to include the foregoing explanations. The Trust respectfully notes that the Prospectus already states
that the Fund equally weights all available Underlying YieldMax™ ETFs. Nonetheless, clarifying language has been added to the prospectus.

 6. Please
                                            disclose how the Fund’s strategy creates income. Please disclose how the Fund’s
                                            strategy caps gains achieved on the underlying stocks.

Response:
The Prospectus has been revised to include the foregoing disclosures with respect to the underlying ETFs.

 7. 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 Prospectus has been revised to include the foregoing disclosures.

 8. Within
                                            the principal investment strategy disclosure, prominently disclose that the Fund’s
                                            potential upside to the Underlying Security’s price returns will be capped.

Response:
The Trust confirms that the Prospectus has been revised to prominently disclose the foregoing.

 9. In
                                            correspondence to the Staff, please explain any material risks or uncertainties associated
                                            with the specific tax loss strategy you reference here. Depending on your response, please
                                            consider the need for tailored risk and tax-related disclosure about RIC requirements, such
                                            as those covering wash trades.

Response:
The Trust notes that, in connection with the Funds’ tax loss strategy, there potential risk associated with the timing of transactions.
Specifically, there is a possibility of a miscalculation in the interval between the sale and subsequent repurchase of an Underlying
ETF as part of the tax loss harvesting strategy. Such a miscalculation could result in the Fund being unable to utilize the loss effectively.
The Prospectus has been revised to reflect the foregoing.

 10. Under
                                            Portfolio Construction, the Fund’s portfolio will be reallocated monthly. If all available
                                            ETFs are equally weighted, other than the inclusion of new funds or tax loss harvesting,
                                            please explain what a reallocation would look like.

Response:
If the effects of new funds and tax loss harvesting are excluded, the monthly reallocations will simply reallocate assets so that each
of the underlying funds have an equal weighting.

 B) YieldMax™
                                            Magnificent 7 Fund of Option Income ETFs (YMAG)

 11. The
                                            Staff comments provided above to YMAX, apply to this Fund (YMAG) as well.

Response:
The Trust confirms that the same responses to the YMAX strategy disclosures have been made to the YMAG strategy disclosures.

 12. With
                                            respect to the statement that seven enumerated issuers are “commonly referred to as
                                            the “Magnificent Seven,” please clarify who is commonly referring to these issuers
                                            as the Magnificent Seven and why. To the extent the reference relates to the underlying issuers’
                                            recent performance, please clarify that the Underlying ETFs are unlikely to participate fully
                                            in the positive share price performance due to its covered call strategy. Please clarify
                                            the thesis behind selecting these particular funds and issuers, including whether you plan
                                            on replacing them and under what circumstances you would do so.

Response:
The Prospectus has been revised to clarify that media outlets and market analysts refer to the seven enumerated issuers as the “Magnificent
Seven” and the Adviser’s understanding of the rationale. The Prospectus has also been revised to indicate that the Underlying
ETFs, and therefore the Funds, are unlikely to participate fully in the positive share price performance due to its covered call strategy.
Lastly, the Prospectus has been supplemented to clarify the investment thesis, including that the Underlying ETFs are expected to remain
static.

 13. If
                                            one or more of the underlying ETFs or underlying issuers are no longer practical for investment
                                            by the Fund, would a Names rule issue be presented? Would the Fund change its name in this
                                            circumstance?

Response:
If one or more of the Underlying ETFs or Underlying Issuers are no longer practicable for investment by the Fund, a Names rule issue
may be presented. Disclosure has been added to the Prospectus indicating that if a change in the Fund’s investments in Underlying
ETFs were to change, the Fund will seek to provide shareholders with 60 days’ notice of such a change, which may trigger a change
to the Fund’s name.

ADDITIONAL
INFORMATION ABOUT THE FUNDS

 14. In
                                            the discussion titled “Synthetic Exposure to Underlying Share Price Returns,”
                                            please explain in plain English what call options are and how they operate.

Response:
The Item 4 discussions in the Prospectus has been revised to include a plain English explanation of the foregoing.

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

Sincerely,

Michael
Pellegrino

Michael
T. Pellegrino, General Counsel

Toroso
Investments, LLC

Exhibit
A

Fees
and Expenses of the Fund

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may
pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example
below.

    Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)

    Management Fee
      0.29 %

    Distribution and/or Service (Rule 12b-1) Fees
      None

    Other Expenses(2)
      0.00 %

    Acquired Fund Fees and Expenses(2),(3)
      0.99 %

    Total Annual Fund Operating Expenses
      1.28 %

 (1) The
                                            Fund’s adviser will pay, or require a sub-adviser to pay, all of the Fund’s expenses,
                                            except for the following: advisory and sub-advisory fees, interest charges on any borrowings
                                            made for investment purposes, dividends and other expenses on securities sold short, taxes,
                                            brokerage commissions and other expenses incurred in placing orders for the purchase and
                                            sale of securities and other investment instruments, acquired fund fees and expenses, accrued
                                            deferred tax liability, distribution fees and expenses paid by the Fund under any distribution
                                            plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended
                                            (the “1940 Act”), litigation expenses, and other non-routine or extraordinary
                                            expenses.

 (2) Based
                                            on the estimated amounts for the current fiscal year.

 (3) “Acquired
                                            Fund Fees and Expenses” are indirect fees and expenses that the Fund incurs from investing
                                            in the shares of other investment companies, namely the Underlying YieldMax™ ETFs (as
                                            defined herein).

Expense
Example

This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your Shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The
Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

    1
    Year
    3
    Years

    $131
    $407