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Correspondence 0001999371-25-003580 from Tidal Trust II (CIK 0001924868)

Tidal Trust II (CIK 0001924868)
Date: April 1, 2025 · CIK: 0001924868 · Accession: 0001999371-25-003580

AI Filing Summary & Sentiment

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

Date
April 1, 2025
Author
/s/
Form
CORRESP
Company
Tidal Trust II (CIK 0001924868)

Letter

VIA EDGAR TRANSMISSION Division of Investment Management, Disclosure Review Office Washington, D.C. 20549 Re: Tidal Trust II (the “Trust”) Post-Effective Amendment No. 300 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 comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff” or the “Commission”) on March 13, 2025, with respect to the registration statement of the Defiance Daily Target 2X Long DJT ETF and Defiance Daily Target 2X Long RDDT 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.

Fees and Expenses

1. Please supplementally provide the Staff with a completed Fee Table for each Fund pre-effectively.

Response: The completed Fees and Expenses table and Expense Example for each Fund are the same, and are as shown in the attached Appendix A.

Principal Investment Strategies

2. We note that the information regarding Trump Media & Technology Group Corp. (the “Company”) is as of June 30, 2023, please consider updating.

Response: The Trust confirms that such data has been updated to reflect the data from the Company’s most recent 10-K filing.

If you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.

Sincerely,
/s/
Michael Pellegrino

Show Raw Text
CORRESP
1
filename1.htm

Tidal
Trust II

234
West Florida Street, Suite 203

Milwaukee,
Wisconsin 53204

April
1, 2025

VIA
EDGAR TRANSMISSION

Mr.
Raymond Be

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 No. 300 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 comments the Trust received from the staff of the U.S. Securities and Exchange Commission (the “Staff”
or the “Commission”) on March 13, 2025, with respect to the registration statement of the Defiance Daily Target 2X Long DJT
ETF and Defiance Daily Target 2X Long RDDT 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.

Fees
and Expenses

 1. Please
                                            supplementally provide the Staff with a completed Fee Table for each Fund pre-effectively.

Response:
The completed Fees and Expenses table and Expense Example for each Fund are the same, and are as shown in the attached Appendix A.

Principal
Investment Strategies

 2. We
                                            note that the information regarding Trump Media & Technology Group Corp. (the “Company”)
                                            is as of June 30, 2023, please consider updating.

Response:
The Trust confirms that such data has been updated to reflect the data from the Company’s most recent 10-K filing.

If
you have any questions or require further information, please contact Michael Pellegrino at (262) 318-8442 or mpellegrino@tidalfg.com.

Sincerely,

  /s/
  Michael Pellegrino

Michael
Pellegrino

General
Counsel

Tidal
Investments LLC

Exhibit
A

Fees/Expenses

Fees
and Expenses of the Fund

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may
pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example
below.

    Annual
    Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)

    Management
    Fees
    1.29%

    Distribution
    and/or Service (12b-1) Fees
    0.00%

    Other
    Expenses(2)
    0.02%

    Total
    Annual Fund Operating Expenses(3)
    1.31%

 (1) The
                                            Fund’s adviser will pay, or require a sub-adviser to pay, all of the Fund’s expenses,
                                            except for the following: advisory and sub-advisory fees, interest charges on any borrowings,
                                            dividends and other expenses on securities sold short, taxes, brokerage commissions and other
                                            expenses incurred in placing orders for the purchase and sale of securities and other investment
                                            instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution
                                            fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1
                                            under the Investment Company Act of 1940, as amended (the “1940 Act”), litigation
                                            expenses, and other non-routine or extraordinary expenses.

 (2) Based
                                            on estimated amounts for the current fiscal year.

 (3) 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.

Expense
Example

This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes
that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods.
The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

    1
    Year
    3
    Years

    $133
    $415