Correspondence 0001999371-24-004900 from Tidal Trust II (CIK 0001924868)
Tidal Trust II (CIK 0001924868)
Date: April 17, 2024 · CIK: 0001924868 · Accession: 0001999371-24-004900
AI Filing Summary & Sentiment
File numbers found in text: 333-264478, 811-23793
Referenced dates: April 17, 2024
Letter
VIA EDGAR TRANSMISSION Division of Investment Management Washington, DC 20549 Re: Tidal Trust II (the “Trust”) Post-Effective Amendment No. 162 to the Trust’s Registration Statement on Form N-1A (the “Amendment”) File Nos. 811-23793; 333-264478
Dear Ms. McManus:
This correspondence responds to comments the Trust received on behalf of the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on April 17, 2024, with respect to the Registration Statement and the Trust’s proposed two new series, the Return Stacked Bonds & Futures Yield ETF and the Return Stacked U.S. Equity & Futures Yield ETF (each, a “Fund,” and together, the “Funds”) and the Trust’s third response letter dated April 17, 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.
As discussed with the Staff, the name of the Return Stacked U.S. Equity & Futures Yield ETF will be changed to the Return Stacked U.S. Stocks & Futures Yield ETF.
1. With respect to the Staff’s original Comment 8.v, please the filing to disclose language consistent with your April 1, 2024 response letter.
Response: The Trust respectfully notes that it withdraws its response from its April 16, 2024 response letter with respect to original Comment 8.v. The Trust confirms that the Prospectus has been revised to be consistent with such response in the April 1, 2024 letter. In particular, language substantially as follows has been added to the Prospectus:
The principal investment strategies and risks of the Subsidiary are also principal investment strategies and risks of the Fund and that therefore the principal investment strategies and principal risk disclosures of the registration statement reflect the operations of the Fund and its subsidiaries, including the Subsidiary, on a consolidated basis.
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
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Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
April 17, 2024
VIA EDGAR TRANSMISSION
Kim McManus
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. 162 to the Trust’s Registration Statement on Form N-1A (the “Amendment”)
File Nos. 811-23793; 333-264478
Dear Ms. McManus:
This correspondence responds to comments the Trust
received on behalf of the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”)
on April 17, 2024, with respect to the Registration Statement and the Trust’s proposed two new series, the Return Stacked Bonds
& Futures Yield ETF and the Return Stacked U.S. Equity & Futures Yield ETF (each, a “Fund,” and together, the “Funds”)
and the Trust’s third response letter dated April 17, 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.
As
discussed with the Staff, the name of the Return Stacked U.S. Equity & Futures Yield ETF will be changed to the Return
Stacked U.S. Stocks & Futures Yield ETF.
1. With respect to the Staff’s original Comment 8.v, please the filing to disclose language consistent
with your April 1, 2024 response letter.
Response: The Trust respectfully notes that it withdraws its response
from its April 16, 2024 response letter with respect to original Comment 8.v. The Trust confirms that the Prospectus has been revised
to be consistent with such response in the April 1, 2024 letter. In particular, language substantially as follows has been added to the
Prospectus:
The principal investment strategies and risks of the Subsidiary
are also principal investment strategies and risks of the Fund and that therefore the principal investment strategies and principal risk
disclosures of the registration statement reflect the operations of the Fund and its subsidiaries, including the Subsidiary, on a consolidated
basis.
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
Tidal Investments LLC