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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

March 18, 2024

VIA EDGAR TRANSMISSION

Ms. Rebecca Marquigny

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

  File Nos. 811-23793; 333-264478

Dear Ms. Marquigny:

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 November 2, 2023, with respect to the Amendment and the Trust’s proposed new series, the Quantify Absolute Income 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 Registration Statement.

PROSPECTUS

General

 1. Please confirm that the Fund’s ticker will be updated on EDGAR
and on the cover page of the prospectus when available.

Response: The Trust confirms
the foregoing.

Fees and Expenses

 2. Please provide us with updated Fee table expense examples. We may have
additional comments.

Response: The Fund’s completed
Fees and Expenses table and Expense Example are as shown in the attached Appendix A.

 3. Please clarify that the Fund expenses paid by the Adviser (in footnote
1 to the Fee table) are contractual obligations under the advisory agreement. If applicable, state the contractual period of any waiver.

Response: The Fund’s obligation
to pay the Fund’s expenses, as described in the footnote, are set forth in the advisory agreement. As of the date of this letter,
the Fund’s advisory fee is not subject to a fee waiver.

 4. Please break out “dividends and other securities sold short”
as a separate line item under Other Expenses, or explain supplementally why that is not required. In correspondence, provide how you determined
other expenses and concluded they were reasonable.

Response: The Trust confirms that such
expenses have been added as a separate line item on the Fees and Expense table as shown on Appendix A. The Trust further responds by noting
that Other Expenses were estimated based on a review of sample portfolio holdings for the Fund. The Trust believes that the estimated
Other Expenses for the Fund’s initial fiscal year are reasonable given the Fund’s expected portfolio holdings.

Principal Investment Strategies

 5. As part of the investment strategy, the Fund seeks to protect against
downside risk by employing short-selling and derivative strategies. Please clarify what you mean by “downside risk” and how
the short selling and derivative strategies are designed to offer protection. To the extent that short selling or derivatives introduce
other risks that may have “a “downside” to the Fund, explain those risks clearly.

Response: The Prospectus has been supplemented
with an explanation of the foregoing risks, substantially as follows:

“Downside risk” refers
to the potential for financial loss or a decrease in the value of the Fund's assets. The Sub-Adviser’s short selling and derivative
strategies are implemented as protective measures against such risks. However, it's important to note that these strategies themselves
can introduce additional risks. Short selling, for instance, can lead to potentially unlimited losses if the price of the borrowed asset
rises instead of falling. Similarly, derivatives can increase leverage risk and, depending on the type of derivative, might lead to significant
losses under certain market conditions. The Sub-Adviser seeks to manage these risks through careful strategy selection and ongoing monitoring.

 6. With respect to the following phrase concerning closed-end funds: “with
a current yield expected to remain stable or increase,” please consider including a practical explanation of how the Sub-Adviser
uses current yield, asset size yield curve, and recent price volatility data to select closed-end funds from the group within the pool
that has the lowest Z scores.

Response: The Prospectus has been supplemented
with an explanation of the foregoing terms, substantially as follows:

In its strategy for selecting closed-end
funds, the Sub-Adviser prioritizes identifying those funds with the lowest Z-scores, closely examining each closed-end fund’s discount
and recent changes in discount relative to comparable closed-end funds with similar asset allocations. The Sub-Adviser believes this method
is critical in pinpointing attractively discounted closed-end funds in each asset class, thereby contributing to the potential stability
and growth of the Fund’s current yield.

To further enhance this approach,
the Sub-Adviser employs a comprehensive, data-driven analysis using a third-party database. This database, updated daily, covers the entire
closed-end fund market and offers key insights:

 · Return
of Capital Analysis: The Sub-Adviser reviews the return of capital data for each closed-end fund over the past 3 and 12 months, focusing
on the quantitative figures and the trends in these returns.

 · Earnings
Yield Calculations: An Earnings/Share estimation is performed to determine the expected yield from the underlying assets of each closed-end
fund. The Sub-Adviser calculates the earnings yield as a percentage of each fund’s distribution and monitors its trend over time.

 · UNII
Tracking: The Sub-Adviser keeps track of the Undistributed Net Investment Income (UNII) or Over Distributed Net Investment Income of each
fund since its inception, analyzing the historical trends in this metric.

Through this multifaceted approach,
the Sub-Adviser seeks to select closed-end funds with consistent performance and that have the potential to increase in their current
yield.

 7. For the Fund’s Buy-Write strategy, clarify how the strategy serves
as a hedge against mild downturns and the degree to which you will continue to have downside exposure to ETF returns.

Response:
The Prospectus has been supplemented with an explanation of the foregoing, substantially as follows:

Furthermore, the Sub-Adviser’s
buy-write strategy is designed to provide a buffer against mild market downturns, due to the option premiums acting as a cushion, together
with the Sub-Adviser’s selection of assets with low correlation to the broader portfolio. However, it is important to recognize
that while this strategy mitigates some downside risks, it does not fully eliminate exposure to the Underlying ETF returns.

 8. The section entitled “Portfolio Construction & Downside Protection”
describes risk mitigation as the driver behind the Fund’s portfolio construction process and illustrates how the Sub-Adviser’s
closed-end fund, ETF, and buy-write strategies interact. However, nothing explains how the Fund’s portfolio profile remains stable
while the strategies fluctuate in response to each other. Add disclosure to this effect. If the Sub-Adviser makes asset allocation decisions
on a strategy-by-strategy basis, please say that directly.

Response: The Prospectus has been supplemented
with an explanation of the foregoing, substantially as follows:

The Sub-Adviser employs an active
management approach in determining the Fund's asset allocation, which involves a careful analysis of the combined exposure across its
closed-end funds, ETFs, and buy-write strategies. This approach is guided by an understanding of how these different assets correlate
with each other – a concept known as covariance, which assesses how the returns of two assets move in relation to each other. To
inform its decisions, the Sub-Adviser regularly reviews SEC filings for closed-end funds and ETFs, as well as daily data files for all
the ETFs included in the portfolio. In an effort to maintain portfolio stability amidst varying strategies, the Sub-Adviser conducts daily
monitoring and rebalances the portfolio as deemed appropriate to respond to market drift.

 9. To help investors understand what the net exposure range means in concrete
terms, please consider incorporating net exposure values (i.e., numbers) into the illustrations of various economic scenarios. For example,
in the hypothetical where the Fund shorts treasury futures as a duration hedge, consider adding numbers to illustrate its impact on the
Fund’s overall risk (e.g., thereby reducing net exposure to between x% and y%)

Response: The
Prospectus has been updated to include such an explanation, substantially as follows:

The calculation
of the Fund's net exposure involves a complex interplay of various factors, such as the yield curve's steepness, the fundamental and macroeconomic
attractiveness of the underlying assets, and the relative historical discount of an asset class, along with the interrelations and variances
between asset classes.

Typically,
the Fund's net exposure ranges from 70-125%. In scenarios where yields widen, the net exposure might increase to 100-150%. Conversely,
if discounts on assets are minor, the net exposure could vary between 50-100%.

In different
market conditions, the net exposure adjusts accordingly. The following provides some hypothetical examples. However, the Fund’s
actual net exposure positioning will vary, sometimes significantly, based on the Sub-Adviser’s analysis of the various metrics:

 1. Normal Markets: The Fund’s expected net exposure
is generally around 85%, but this can fluctuate based on prevailing market conditions.

 2. Steep Yield Curve: If Treasury shorts are reduced,
the Fund’s net exposure could potentially rise (e.g., 105%).

 3. Large Discounts in Closed-End Funds with Average
Macro Outlook and Effective Diversification: Net exposure might be higher, possibly approaching 115%.

 4. Large Discounts in Closed-End Funds with Poor Macro
Outlook and Ineffective Diversification: Net exposure could be around 85%, but with a tendency for more varied long and short positions
than in normal markets due to the discount opportunity.

 5. Small Discounts in Closed-End Funds: A shift towards
decreasing closed-end funds and increasing alternative income might lead to a net exposure of around 60%, although this can vary based
on specific market dynamics.

 10. The Underlying Funds’ disclosure refers to specific investments
as potential holdings in the Fund’s portfolio.

 a. Please clarify that these investments are indirect investments of the
Fund and explain the difference between principal instruments and strategies of direct and indirect fund holdings.

 b. Separately identify those fund instruments that are principal to the
top tier fund’s investment objective due to their aggregate impact on overall Fund performance.

 c. Also, review the corresponding Item 9 disclosure discussing portfolio
selection tools and metrics. Please highlight those tools or metrics likely to shift the composition of the Fund’s selection pool
and, therefore drive the Fund’s portfolio composition.

Response:

 a. The Prospectus has been revised to clarify the Underlying Funds’
investments are indirect investments of the Fund and to explain the difference between principal instruments and strategies of direct
and indirect Fund holdings.

 b. The Prospectus has been revised to identify those fund instruments that
are principal to the top tier fund’s investment objective due to their aggregate impact on overall Fund performance. In particular,
the Fund’s direct holdings will generally represent a balanced portfolio of equities (U.S. and foreign), debt securities, master
limited partnerships, business development company securities, as well as derivative instruments.

 c. The Prospectus has been supplemented to add a description of the financial
tools used by the Sub-Adviser. The Prospectus will include language substantially as follows:

The tools and metrics that influence
the Fund's portfolio composition include several key factors. These include the general market discount rates of closed-end funds, the
specific discount rates within different categories of closed-end funds, and how closely these funds' performances are linked (correlated)
with those in the ETF market. Additionally, broader economic factors like economic growth, inflation, changes in the money supply, and
government treasury bond issuance, as well as the difference in yield (credit spreads) between government and corporate bonds, also play
a role in shaping the portfolio. Here are some examples:

 1. Market Discount Rates of a Closed-End Fund: This refers to how much the
market price of a closed-end fund is below its net asset value. For example, if a closed-end fund's assets are worth $100 per share but
it's trading at $90, it has a 10% discount.

 2. Category-Specific Discount Rates: This involves looking at discounts
within specific sectors or types of closed-end funds. For instance, real estate funds might be trading at a different average discount
compared to bond funds.

 3. Correlations Between Closed-End Funds and ETFs: This metric examines
how closely the performance of closed-end funds moves in relation to ETFs. If a particular closed-end fund tends to rise and fall with
an ETF tracking the technology sector, there is a high correlation between them.

 4. Macro Factors: These include broader economic indicators.

 · Economic Growth: The Fund
might shift investments based on whether the economy is growing or shrinking.

 · Inflation: Rising prices
might lead the Fund to favor assets that perform well during inflationary periods.

 · Money Supply: Changes in
how much money is circulating in the economy can affect interest rates and investment values.

 · Treasury Issuance: The amount
of new government bonds can influence bond market dynamics.

 5. Credit Spreads: This is the difference in yield between different types
of bonds. For example, if government bonds yield 2% while corporate bonds yield 4%, the credit spread is 2%. Wider spreads might indicate
more risk in the market, influencing investment decisions.

 11. The first paragraph of the Fund’s strategy says that the Fund will
“employ leverage in the form of bank borrowings and may also invest in leveraged ETFs.” Please flesh this concept out more
under the Leveraging heading in Item 4, and consider providing examples of what “purchasing securities with borrowed money”
means” and the types of instruments and transactions the leveraging paragraph covers.

Response: The Prospectus has been revised
to bolster its leveraging discussion, with disclosure substantially as follows:

The Fund will borrow for investment
purposes, which is a form of leveraging. Leveraging investments, by purchasing securities with borrowed money, is a speculative technique
that increases investment risk while increasing investment opportunity. The Fund strategically allocates approximately 50% of its investment
portfolio to short positions in select ETFs, anticipating a decline in their market values. The Fund may also obtain short exposure via
investments in Inverse ETFs. This allocation to short positions is a critical component of the Fund's overall risk and return profile,
with the net exposure attributable to this strategy fluctuating markedly, ranging from 0% to 200% of the Fund's total value. Furthermore,
the Fund may periodically engage in investments in Leveraged ETFs as part of its investment strategy, enhancing the diversification and
potential for augmented returns.

 12. With respect to the risk mitigation discussion, please expand the corresponding
Item 9 disclosure to provide some discussion of the factors the portfolio managers consider in choosing futures, swaps, and options on
swaps and other derivatives to mitigate the Fund’s various risks. Include a discussion of how the portfolio managers make individual
purchase and sale decisions in this context.

Response: The Item 9 disclosure in the
Prospectus has been expanded to address the foregoing, substant