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Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

May 15, 2024

VIA EDGAR TRANSMISSION

Mr. David Matthews

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 Nos. 186 and
187 to the Trust’s Registration Statement on Form N-1A (each, an “Amendment,” and together, the “Amendments”)

File Nos. 811-23793; 333-264478

Dear Mr. Matthews:

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 April
29, 2024, with respect to the Amendments and the Trust’s proposed ten new series, the Defiance Daily Target 2X Long COPX ETF, Defiance
Daily Target 2X Long KRBN ETF, Defiance Daily Target 2X Long LIT ETF, Defiance Daily Target 2X Long TAN ETF, Defiance Daily Target 2X
Long URA ETF, Defiance Daily Target 2X Long LLY ETF, Defiance Daily Target 2X Long MSTR ETF, Defiance Daily Target2X Long NVO ETF, Defiance
Daily Target 2X Long PANW ETF and Defiance Daily Target 2X Long SMCI ETF (each, a “Fund,” and together, 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 Registration Statement.

As discussed with the Staff, the Trust has changed the names of some
of the Funds as follows:

    Old Name
    New Name

    Defiance Daily Target 2X Long COPX ETF
    Defiance Daily Target 2X Long Copper ETF

    Defiance Daily Target 2X Long KRBN ETF
    Defiance Daily Target 2X Long Carbon ETF

    Defiance Daily Target 2X Long LIT ETF
    Defiance Daily Target 2X Long Lithium ETF

    Defiance Daily Target 2X Long TAN ETF
    Defiance Daily Target 2X Long Solar ETF

    Defiance Daily Target 2X Long URA ETF
    Defiance Daily Target 2X Long Uranium ETF

PROSPECTUS

General

 1. Please provide the completed fee table and example pre-effectively with your response letter. Please
either confirm there will be no fee waivers, recoupments, or reimbursements, or if there will be one, it is reflected in the table. Also,
for each fee table, please add a footnote explaining the indirect investment costs of swaps.

Response: Each Fund’s
completed Fees and Expenses table and Expense Example are included in the attached Exhibit A. The Trust further responds by
confirming that, as of the date of this letter, each Fund’s advisory fee is not subject to a fee waiver, recoupment, or
reimbursement. The Trust confirms that if a few waiver, recoupment, or reimbursement is added, appropriate disclosure will be added
to the relevant Prospectus. The Trust confirms that a footnote substantially as follows has been added following the Fees and
Expenses table:

The cost of investing in swaps,
including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included
in the above fee table and is not reflected in the expense example.

Principal Investment Strategies

 2. In supplemental correspondence, please describe how each Fund anticipates complying with Rule 18f-4,
including an overview of the key elements of the derivatives risk management program and provide hypothetical VaR calculations demonstrating
how each Fund expects to achieve its objectives while complying with Rule 18f-4. Please confirm whether each Fund will use relative VaR
and identify the anticipated index to be used as the designated reference portfolio, and describe how such index meets the definition
of a designated reference portfolio under the Rule.

Response: Each Fund intends to comply
with the requirements of Rule 18f-4. Each Fund’s portfolio transactions will be conducted pursuant to a written derivatives risk
management program, which includes policies and procedures that are reasonably designed to manage the risks of the Funds’ usage
of derivatives, as required by Rule 18f-4. The program is administered and overseen by a committee that has been designated by the Trust’s
board of trustees (the “Board”) as the derivatives risk manager. The program will identify and provide an assessment of the
Funds’ derivatives usage and risks as they pertain to the Funds’ usage of swaps and any other derivatives as applicable. The
program will provide risk guidelines that, among other things, consider and provide for: (1) limits on the Funds’ derivatives exposure;
(2) monitoring and assessment of the Funds’ exposure to illiquid investments (if any); (3) monitoring and assessment of the credit
quality of the Funds’ counterparties; and (4) monitoring of margin requirements, position limits and position accountability levels.

Additionally, the program will provide
for stress testing, back-testing, internal reporting and escalation, and periodic review in compliance with Rule 18f-4. Data relating
to such functions will be made available by a third-party service provider engaged by the Funds for analysis and monitoring by the Funds’
derivatives risk manager.

The Trust hereby confirms that each
Fund will use relative VaR. In addition, the Funds will provide under separate cover for the Staff’s review prior to the effective
date of the Registration Statement a hypothetical example of VaR testing based on each Fund’s anticipated current portfolio construction
and will include the index each Fund intends to use and how such index meets the definition of designated reference portfolio.

 3. Also in correspondence, please discuss how each Fund will value its swap positions.

Response: The Funds will value their
swap positions based on information provided by an independent pricing service provider.

 4. With respect to the Funds included in Amendment No. 187 (i.e., the Funds focused on a single stock),
in correspondence, confirm that each Fund (other than Fund seeking 2x exposure to NVO) has determined that its underlying security is
eligible to use form S-3 in a primary offering of securities and the basis for such determination consistent with Form S-3’s general
instruction I.B.1.

Response: Pursuant to General Instruction
I.A. of Form S-3, for an underlying issuer to be eligible to use Form S-3, the underlying issuer must comply with the following (the “Form
S-3 Eligibility Requirements”):

 · be a US corporation;

 · have a class of securities that is registered
under the Securities Exchange Act of 1934 as amended (“Exchange Act”);

 · be subject to Section 12 or 15(d) of the Exchange
Act for the past 12 months and have filed all Exchange Act filings required to be filed for at least the past 12 months;

 · have timely filed all Exchange Act reports
required to be filed under Sections 13(a) or 15(d) of the Exchange Act and Section 14(a) or 14(c) of the Exchange Act during the past
12 months and any portion of the month before filing the registration statement;

 · not have failed to pay any dividend or sinking
fund installment on preferred stock since the end of the most recent fiscal year;

 · not have defaulted on any material debt or
long-term lease since the end of the most recent fiscal year;

 · have filed with the SEC all interactive data
files (XBRL information) required to have been filed during the past 12 months (and any portion of the month in which the issuer intends
to file the registration statement).

In addition, if the underlying issuer
has relied on Rule 12b-25 in filing an Exchange Act report, it must have filed the report within the requisite time period (5 days for
a Form 10-Q and 15 days for a Form 10-k). Rule 12b-25 requires a company that cannot file certain periodic reports by its due date to
file a “Notification of Late Filing” on Form 12b-25 by the end of the next business day after the original due date.

The Trust has reviewed the publicly
available EDGAR filings of each underlying issuer and, based upon this review, is not aware of any reason for an underlying issuer (excluding
NVO) to be disqualified from filing a shelf registration statement on Form S-3 pursuant to the Form S-3 Eligibility Requirements as set
forth above.

 5. For the Fund seeking exposure to NVO, confirm in correspondence that the Fund has determined that the
ADR serving as its underlying security has adequate public reporting, such as available forms 6-K and 20-F.

Response: The Trust has reviewed
the publicly available EDGAR filings of NVO and has confirmed that such filings include forms 6-K and 20-F.

 6. With respect to the Funds included in Amendment No. 186 (i.e., the Funds focused on a single ETF),
in correspondence, please confirm that each Fund has determined there is adequate public reporting information available about its respective
underlying security.

Response: The Trust has reviewed
the publicly available EDGAR filings of each ETF and has reviewed its current registration statement on Form N-1A.

Principal Investment Risks

 7. For each Fund’s Derivatives Risks disclosure, in regard to each Fund’s swap counterparties:

 (a) in correspondence, please describe approximately how many swap counterparties each Fund expects to
use and what percentage of Fund assets and investment exposure are expected to be related to each counterparty,

 (b) in correspondence – describe any potential discussions with counterparties regarding collateral
or margin requirements and the impact such requirements will have on the Fund’s ability to execute its strategy.

 (c) in Item 9 of each Fund’s prospectus, include disclosure of the following information regarding
counterparties, if applicable:

 (i) if exposure to one or more counterparties is expected to be material please identify the material counterparties
and file the primary swap contracts with such counterparties as an Exhibit to the registration statement,

 (ii) if notional exposure to any counterparty is expected to exceed 20% of Fund assets please also disclose
whether such counterparty is subject to Exchange Act filing and reporting requirements, identify any national exchanges on which it is
listed, and disclose where such filings and reports can be obtained, and

 (iii) if the counterparty is a subsidiary of a public company – also disclose whether the Fund will
have recourse to the parent company for obligations of the counterparty, also disclose how counterparty’s will hedge their own exposure.

Response:

 (a) The Trust is currently in negotiations with seven swap counterparties and anticipates trading with
at least two swap counterparties at the launch of each Fund. The Trust plans to increase the number of counterparties as the Funds grow
to reduce counterparty risk.  Each swap counterparty will operate under the terms and conditions outlined in an ISDA Master Agreement
published by the International Swaps and Derivatives Association, along with an applicable Schedule and Credit Support Annex ("ISDA
Agreement"). The Adviser will assess and monitor the creditworthiness of the Funds' counterparties in line with its counterparty
due diligence policies and procedures. The Trust does not anticipate a significant concentration of investments (on a mark-to-market basis)
in any specific swap counterparty. To manage counterparty risk, the advisor intends to allocate fairly equally to those counterparties,
but also will factor in credit risk of the swap counterparty, pricing from the counterparties, and margin requirements of those counterparties.

 (b) The Trust has been negotiating with potential swap counterparties and has discussed, among other things,
the necessary margin requirements.  As is standard under the Credit Support Annex of ISDA Agreements, margin will be posted on a
daily basis by the out of the money party, subject to certain rounding and threshold amounts. The Adviser expects that each Fund could
be required to post approximately 35-45% of its total assets as margin, but that amount could increase depending on market conditions.
In any event, the Adviser does not expect margin requirements to have a material effect on each Fund’s ability to implement its
strategy because a very high percentage of each Fund’s assets will be in highly liquid investments.

 (c) The Trust does not anticipate a significant concentration of investments (on a mark-to-market basis)
in any specific swap counterparty. It expects that some of its swap counterparties will not be securities-related issuers subject to Rule
12d3-1 under the 1940 Act and thus will not be subject to the 5% limit. However, each Fund will cap its mark-to-market exposure to any
single swap counterparty at 25% or less on any given day. Additionally, each Fund's exposure will be fully collateralized each day, as
per its ISDA Agreements, to mitigate counterparty risk. For swap counterparties deemed to be securities-related issuers, each Fund will
adhere to section (b) of Rule 12d3-1, ensuring that its mark-to-market exposure does not exceed 5% of its total assets in any such single
securities-related issuer. Consequently, the Trust does not believe that any agreement with such counterparties will be of sufficient
materiality to necessitate filing as an exhibit to the Registration Statement. The Trust confirms that, if a counterparty is a subsidiary of a public company, Item 9 of the Prospectus will disclose whether a Fund
will have recourse to the parent company for obligations of the counterparty, and how counterparty’s will hedge their own exposure.

 8. With regard to Tax Risk, please expand disclosure, in either Item 9 or in the SAI, to describe more
specifically Fund investments for which the Tax treatment for purposes of qualifying a RIC is unclear. If this refers to the contemplated
swaps used by the Funds, please state that.

Response: The Trust confirms that
its Tax Risk disclosure has been bolstered in Item 9 of the Prospectus. The Item 9 Tax Risk disclosure will read substantially as follows:

Tax Risk. In order to qualify for
the favorable tax treatment generally available to regulated investment companies, the Fund must satisfy certain diversification and other
requirements. In particular, the Fund generally may not acquire a security if, as a result of the acquisition, more than 50% of the value
of the Fund’s assets would be invested in (a) issuers in which the Fund has, in each case, invested more than 5% of the Fund’s
assets and (b) issuers more than 10% of whose outstanding voting securities are owned by the Fund. The application of these requirements
to certain investments (including swaps) that may be entered into by the Fund is unclear. The IRS has never definitively stated how assets
such as swaps or futures or forward contracts should be valued for purposes of these diversification tests. The better view is that such
contracts should be valued for these purposes at the amount for which the Fund could settle them, and not the full value of any reference
security. In addition, the application of these requirements to the Fund’s investment objective is not clear, particularly because
the Fund’s investment objective focuses on the performance of the stock of a single issuer. If the Fund were to fail to qualify
as a regulated investment company, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders
would not be deductible by the Fund in computing its taxable income.

 9. With respect to the Defiance Daily Target 2X Long MSTR ETF, please clarify the reference to MSTR as
a shareholder in bitcoin (as there are no shareholders in bitcoin).

Response: The Trust confirms that
the foregoing statement has been clarified accordingly.

 10. For the Defiance Daily Target 2x Copper ETF, please correct the underlying security ticker reference under the heading “Security
Lending Risk.”

Response: The Trust confirms that
the ticker references have been corrected.

STATEMENT OF ADDITIONAL INFORMATION

 11. Please confirm in cor