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Correspondence 0001999371-24-004862 from Tidal Trust II (CIK 0001924868)

Tidal Trust II (CIK 0001924868)
Date: April 16, 2024 · CIK: 0001924868 · Accession: 0001999371-24-004862

AI Filing Summary & Sentiment

File numbers found in text: 333-264478, 811-23793

Referenced dates: April 8, 2024

Date
April 16, 2024
Author
Michael Pellegrino
Form
CORRESP
Company
Tidal Trust II (CIK 0001924868)

Letter

VIA EDGAR TRANSMISSION Division of Investment Management Washington, DC 20549 Re: Tidal Trust II (the “Trust”) Post-Effective Amendment No. 160 to the Trust’s Registration Statement on Form N-1A (the “Amendment”) File Nos. 811-23793; 333-264478

Dear Mr. Be:

This correspondence responds to an additional comment the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on April 16, 2024, with respect to the Registration Statement and the Trust’s proposed new series, the YieldMaxTM Bitcoin Option Income Strategy ETF (the “Fund”) and the Trust’s response letter dated April 8, 2024 to earlier Staff comments (the “Comments”). 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.

Comment: With respect to the Trust’s response to Comment 3, please add disclosure in the Prospectus clarifying that the adoption of the use cases under the caption “Bitcoin and Blockchain Use Cases” has been limited.

Response: The Trust confirms that the foregoing clarification has been made to the Prospectus.

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

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CORRESP
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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

April 16, 2024

VIA EDGAR TRANSMISSION

Raymond Be

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

 File Nos. 811-23793; 333-264478

Dear Mr. Be:

This correspondence responds to an additional
comment the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”)
on April 16, 2024, with respect to the Registration Statement and the Trust’s proposed new series, the YieldMaxTM Bitcoin
Option Income Strategy ETF (the “Fund”) and the Trust’s response letter dated April 8, 2024 to earlier Staff comments
(the “Comments”). 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.

Comment: With respect to the Trust’s
response to Comment 3, please add disclosure in the Prospectus clarifying that the adoption of the use cases under the caption “Bitcoin
and Blockchain Use Cases” has been limited.

Response: The Trust confirms that
the foregoing clarification has been made to the Prospectus.

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

Tidal Investments LLC