SecProbe.io

CORRESP
1
filename1.htm

Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

February 26, 2024

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. 151 to the Trust’s Registration Statement on Form N-1A (“Amendment 151”), and

Post-Effective Amendment No. 152 to the Trust’s Registration Statement on Form N-1A (“Amendment 152,” and together
with Amendment 151, the “Amendments”)

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 February
5, 2024, with respect to the Amendments and the Trust’s proposed five new series in Amendment 151, the YieldMax TSLA Inverse Option
Income Strategy ETF, YieldMax Innovation Inverse Option Income Strategy ETF, YieldMax NVDA Inverse Option Income Strategy ETF, YieldMax
COIN Inverse Option Income Strategy ETF, and YieldMax AAPL Inverse Option Income Strategy ETF, and the and the Trust’s proposed
one new series in Amendment 152, the YieldMax N100 Inverse Option Income Strategy ETF (the “N100 Fund”). Each series is referred
to as a “Fund,” and collectively as 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 Amendments.

As previously discussed with the Staff, the Trust
has determined to revise the names of the Funds as follows: YieldMax TSLA Short Option Income Strategy ETF, YieldMax Innovation Short
Option Income Strategy ETF, YieldMax NVDA Short Option Income Strategy ETF, YieldMax COIN Short Option Income Strategy ETF, YieldMax AAPL
Short Option Income Strategy ETF, and YieldMax N100 Short Option Income Strategy ETF. The Trust confirms that the new Fund names do not
require material revisions to the strategy disclosures (or 80% tests). The Trust determined to change the Funds’ names because it
determined “Short” was more descriptive of each Fund’s strategy.

PROSPECTUS

General

 1. On EDGAR, please update each Fund’s name and ticker id information.

Response: The Trust confirms that
such information has been updated on EDGAR.

 2. Please supplementally explain to us how each Fund will comply with the leverage requirements of Rule
18f-4. In particular, 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 issuer.

Response: Each Fund’s overall
risk profile and VaR calculations are expected to be consistent with the corresponding long versions of existing YieldMax funds (Tickers:
TSLY, CONY, NVDY, APLY, and OARK (the “Long Funds”)), absent the N100 Fund which does not have an equivalent long YieldMax
ETF. In light of the Adviser’s experience with the existing Long Funds, the Adviser has confidence that each Fund will comply with
the leverage requirements of Rule 18f-4.

Each Fund, other than the N100 Fund,
will use the same reference portfolio as its corresponding Long Fund.

In the case of the 4 single stocks
Funds (i.e., YieldMax TSLA Short Option Income Strategy ETF, YieldMax NVDA Short Option Income Strategy ETF, YieldMax COIN Short Option
Income Strategy ETF, and YieldMax AAPL Short Option Income Strategy ETF), each Fund’s benchmark is deemed appropriate because of
a combination of the following factors: (i) correlation to the underlying single stock, (ii) specific overlap to the underlying stock,
and/or industry correlation to the underlying stock.

For the YieldMax Innovation Short
Option Income Strategy ETF, the NYSE Fang+ index is deemed appropriate because of a combination of (i) an overlap to a number of the underlying
stocks in the underlying ETF (i.e., ARKK), and (ii) a there's a historical correlation between the NYSE Fang+ index and large cap technology
companies.

For the YieldMax N100 Short Option
Income Strategy ETF, the Nasdaq 100 is considered the most suitable benchmark. This is because the ETF's option strategy directly tracks
this index, making it a direct point of comparison.

Please see below for a mapping between
each Fund and its intended benchmark:

    Fund Name

    Reference Portfolio

    YieldMax TSLA Short Option Income Strategy
    ETF

    NYSE Fang+ Index

    YieldMax Innovation Short Option Income
    Strategy ETF

    NYSE Fang+ Index

    YieldMax NVDA Short Option Income Strategy
    ETF

    NYSE Fang+ Index

    YieldMax COIN Short Option Income Strategy
    ETF

    S&P CME Bitcoin Futures Index

    YieldMax AAPL Short Option Income Strategy
    ETF

    NYSE Fang+ Index

    YieldMax N100 Short Option Income Strategy
    ETF

    Nasdaq 100

Principal Investment Strategies

 3. Consider adding diagrams showing how the options strategies will work or fail assuming different scenarios.
See, for example, the First Trust Exchange Traded Fund VIII’s FT Vest US Equity Buffer ETF summary prospectus dated January 2, 2024.

Response: The Trust respectfully
declines to add similar diagrams. The Trust notes a key distinction between the Funds and the provided ETF example. Specifically, the
ETF example operates with a clear, specified timeframe during which it implements a defined option strategy. In the absence of such a
specified period, comparable charts might be misleading, as outcomes can vary significantly depending on the duration of investment due
to their dependence on the sequence of events over time.

 4. In the Synthetic Put Strategy overview, or where appropriate, please add an explanation of why the
Sub-Adviser has decided to use a synthetic put strategy rather than a traditional one.

Response: The Trust confirms that
the Prospectus has been supplemented with an explanation of why the Sub-Adviser has decided to use a synthetic put strategy rather than
a traditional one.

    2

 5. Consider adding, either later in the prospectus or an appendix thereto, numeric examples illustrating
the operation of elements 1, 2, and 4 of the synthetic covered put strategy.

Response: The Trust confirms that
the Prospectus has been supplemented with an example that reads substantially as follows:

For illustrative purposes, consider
a scenario where a synthetic covered put strategy is initiated while the value of the reference asset is $100. This sets the strike price
for both the at-the-money call and put options at $100. Additionally, a short put option is struck 5% out-of-the-money (i.e., below the
market value), with a strike price of $95. If the value of the reference asset decreases to $80, the Fund benefits from the price decline
up to the $95 strike price of the short put option. This scenario would result in a 5% return for the Fund from the decrease in the asset's
value.

 6. In the Synthetic Short Exposure paragraph, consider stating (as you do on the Chart on page 5) that
the purpose of selling the call options is to help pay for the purchased put options.

Response: The Trust confirms that
the foregoing explanation has been added to the aforementioned paragraph.

 7. Consider adding another column to the Fund Portfolio table indicating the primary role each holding
type plays in the strategy. Alternatively, this information could be added to the first column.

Response: The Trust confirms that
an additional column has been added to the Fund Portfolio table indicating the primary role each holding type plays in the strategy.

 8. The Staff notes that the market value for Tesla is as of June 30, 2022, please update this information.

Response: The Trust confirms that
the market value for Tesla has been updated (per information in Tesla’s most recent 10-K).

 9. Please disclose each underlying issuer’s historical market volatility.

Response: The Trust respectfully
declines to add historical market volatility information for each underlying issuer, as the Trust believes this disclosure is not relevant
as the Funds do not seek leveraged returns of the underlying issuers and therefore are not subject to the risk of compounding returns
where volatility may have a dramatic effect on returns.

 10. With respect to the heading “Inverse Electric Vehicle Consumer Adoption Risk,” under TSLA
Price Appreciation Risk, consider changing the word “inverse” to “increased.”

Response: The Trust confirms that
the heading has been revised to replace the word “inverse,” with “increased.”

 11. Under the “Options Contract” disclosure under Derivatives Risk, there is a statement that
“The options held by the Fund are exercisable at the strike price on their expiration date. As it appears that the options used
by the Fund are European style, it would be helpful to note that in the investment strategy section, along with an explanation of the
difference between European and American style options.

Response: The Trust confirms that
disclosure has been added to the Principal Investment Strategies section, indicating that the Funds will use European-style options for
the short call position. In addition, the Item 9 Overview of Options Terminology disclosure has been bolstered to describe the material
difference between American and European style options contracts.

    3

 12. Under Tax Risk, it states that “If the Fund’s investments in options were to exceed 25%
of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance.”
Please supplementally explain how the Funds will meet this test.

Response: Each Fund’s option
values are monitored regularly throughout the quarter. If necessary, each Fund would be able to meet this test by either closing out option
positions or “rolling” the synthetic option build to a new at-the-money strike, which would bring the value of the options
back down below the threshold.

 13. With respect to the YieldMax Innovation Inverse Option Income Strategy ETF, please advise how you became
comfortable with the depth/liquidity of the ARKK options market. For example, you could compare daily volumes against other companies.
Discuss generally.

Response: The Fund’s Sub-Adviser,
ZEGA, is thoroughly familiar with the market for ARKK options, and has strong confidence that they can navigate the options’ liquidity
with a high degree of flexibility and efficiency. Through a proactive management strategy, ZEGA systematically assesses liquidity by analyzing
both the ARKK ETF and its daily options trading volumes, focusing on the bid/ask spreads to optimize execution for the Fund's trades.
ZEGA's network of trading partners grants the Fund access to a wide range of liquidity sources at competitive market prices. Furthermore,
for transactions involving large volumes, ZEGA's liquidity providers are ready to assume counter positions as needed, ensuring smooth
and effective trade executions.

 14. Under ARKK Price Appreciation Risk (in both Item 4 and Item 9), please confirm whether the last three
bulleted paragraphs are appropriately bulleted.

Response: The Trust notes that such
last three bulleted paragraphs should not have been bulleted, and the bullet points have been removed.

 15. The Staff notes that the market value for Nvidia is as of July 29, 2022, please update this information.

Response: The Trust confirms that
the market value for Nvidia has been updated (per information in Nvidia’s most recent 10-K).

 16. The Staff notes that the market value for Coinbase is as of June 30, 2022, please update this information.

Response: The Trust confirms that
the market value for Coinbase has been updated (per information in Coinbase’s most recent 10-K).

 17. In the disclosure under the heading “COIN Price Appreciation Risk - Inverse Digital Assets Sector
Risk,” consider mentioning the recent approval of Bitcoin ETFs.

Response: The Trust confirms that
the disclosure has been added to the foregoing risk disclosure that mentions the recent approval of Bitcoin ETFs.

 18. The Staff notes that the market value for Apple is as of March 25, 2022, please update this information.

Response: The Trust confirms that
the market value for Apple has been updated (per information in Apple’s most recent 10-K).

 19. In the disclosure under the heading “AAPL Price Appreciation Risk – Underlying Security
Trading Risk,” there is a statement that “historically, [AAPL’s] shares have exhibited substantial price swings.”
Please provide support for the statement that the Underlying Security’s stock has experienced substantial price swings.

Responses: The Trust has determined
to retain the risk disclosure, but to modify the foregoing statement to reflect that AAPL has historically experienced only modest (vs.
substantial) price swings. The Trust notes that Apple Inc.'s (AAPL) stock has indeed experienced fluctuations (for example, its prices
varied between approximately $181 and $193 in a brief period during January 2024), however, these fluctuations have been relatively modest,
especially when compared to the volatility of securities underlying other funds.

    4

 20. In Item 9 disclosure, the sentence beginning “To cap a Fund’s potential losses. . . “
is incomplete. Please correct it.

Response: The Trust confirms that
the foregoing sentence has been corrected.

 21. In the first paragraph, under the heading “Exchange Traded Options Portfolio,” most of
the disclosure in the initial paragraph is included in the terminology section. Consider removing it.

Response: The Trust confirms that
the aforementioned paragraph has been removed.

STATEMENT OF ADDITIONAL INFORMATION

 22. Regarding the disclosure on page 37, in 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 underlying issuer has been halted.

Please
also supplementally provide a description of the monitoring or other mechanisms that will be implemented to ensure that such market, regulatory
or other issues do not impact the Fund’s ability to create and redeem creation units. In addition, please provide a description
of the considerations board of directors and investment adviser gave to the appropriateness of the Fund’s investment objective and
strategy given the narrow market exposure and potential issues with issuing and redeeming creation units.

Response: In selecting the single
stock issuer exposures for the Funds’ investment strategies, the Adviser considered only seasoned issuers with identified track
records of high trading volume and liquidity, with the view of minimizing the investment risks of exposure to a single issuer presented
by the Staff. The Adviser reviewed liquidity and trading market data for each underlying issuer and related exchange traded options contracts.
The Adviser believes that these underlying issuers, with historical track records of high trading volumes, has effectively supported the
liquidity to implement each Fund’s investment strategy. The Adviser presented these attributes of the underlying issuers to the
Trust’s Board for its consideration of each Fund’s ability to implement its investment strategy.

The Funds confirm that a suspension
of redemption of creation units would only be made in accordance with section 22(e) of the 1940 Act. Section 22(e)