SecProbe.io

CORRESP
1
filename1.htm

Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

August 29, 2025

VIA EDGAR TRANSMISSION

Ms. Anu Dubey

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

    File
    Nos. 811-23793; 333-264478

Dear Ms. Dubey:

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 August
12, 2025, with respect to the registration statement of the YieldMax® SCHD DoubleDiv™ ETF (the “Fund”),
a series of the Trust.

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

 1. In recent months, we’ve provided you with comments and feedback on similar products that have
sought to provide cash payments to investors using similar strategies, including a potential reliance on return of capital. Those comments
would apply to similar aspects of your strategy here. Please confirm you’ve considered those comments with respect to this Fund
as appropriate.

Response: The Trust confirms that it has
considered the referenced comments on similar products and will ensure that applicable revisions agreed upon with respect to similar products
will be incorporated here as well.

 2. The Fund’s name includes the phrase “SCHD Double Div” and disclosure states that
the Fund’s targeted distribution level is the “Double Div Target.” Provide us with analysis of why you believe that
the name and such statements comply with rule 156 limits on representations about future performance.

Response: To avoid implying that the Fund
seeks to provide double the distribution yield or income of SCHD, the Trust has determined to change the Fund’s name to “YieldMax® SCHD Target
Double Distribution ETF” and the Fund’s targeted distribution level to “Double Distribution Target.”

 3. With respect to the sentence indicating that “the Fund will maintain an allocation to cash or
U.S. Treasuries, generally between 0% and 20% of total assets,” please revise to include money market funds since these are mentioned
later in the Fund’s strategy disclosure.

Response: The Trust has made the requested
revision.

 4. Will there be any potential NAV decay associated with the options strategy and/or return of capital?
If so, please ensure the strategy disclosure addresses this concept.

Response: The Trust responds by making
revisions as provided to the Staff under separate cover.

 5. With respect to the second paragraph of the section titled “Options Strategy,” explain
how the statement that the “DoubleDiv Target” does not “represent a yield or return target” is accurate given
the Fund’s name and the fact that it uses the annualized distribution yield of SCHD as the amount that the Fund aims to double.

Response: The Trust responds supplementally
by noting that, as stated above in response to comment 2, the Fund’s name will be changed to YieldMax® SCHD Target
Double Distribution ETF and the Fund’s defined term for its targeted distribution level will be changed to “Double Distribution
Target.”

In addition, the Trust directs the Staff
to the introduction of the referenced paragraph where it states (emphasis added) that the Fund’s goal is make “cash
distributions to shareholders equivalent to an annualized distribution rate that is approximately double the annualized distribution yield
of SCHD at the time of such distributions.” This disclosure (and other similar disclosures in the Fund’s principal investment
strategies) make clear that the Fund is seeking to provide cash distributions (rather than income distributions) that are
double the annualized distribution yield of SCHD. The specific disclosure referenced by the Staff for this comment further supplements
these disclosures by explicitly stating that the Fund’s target is not a yield or return target. In addition, disclosure included
later in the strategy section (which has been enhanced in the revised disclosure provided to the Staff under separate cover) informs shareholders
that the Fund may make return of capital distributions to achieve this target.

Accordingly, the Trust believes the disclosures
included in the referenced paragraph, when taken together, are clear and informative as to the nature of the Fund’s strategy and
its cash distribution target.

 6. With respect to the last sentence (bolded) of second paragraph of the section titled “Options
Strategy,” delete “Div” from the Fund’s name and in the defined term “DoubleDiv Target,” given that
to meet the target, the Fund may distribute return of capital which is not a dividend. Alternatively, delete this bolded sentence and
related explanatory disclosure in Item 9 and confirm to the Staff that Fund will not count ROC distributions toward the “Double
Div Target.” Please also confirm that the Fund will BXT this filing while Staff works through its concerns.

Response: The Trust responds supplementally
by noting that, as stated above in response to comment 2, the Fund’s name will be changed to YieldMax® SCHD Target
Double Distribution ETF and the Fund’s defined term for its targeted distribution level will be changed to “Double Distribution
Target.” The Trust also confirms that it will BXT the filing while the Staff works through its concerns.

 7. In the section titled “Options Strategy” it states that “[t]he Adviser employs different
options strategies based on its market outlook,” yet only one strategy is discussed in this section. Please disclose any options
strategies that are principal strategies here, along with a brief description of such strategy.

Response: In light of the fact that similar
disclosure has already gone through the comment process multiple times, the Trust intends to retain the current format and respectfully
declines to make revisions associated with this comment. In addition, the Trust respectfully notes that the Fund’s Item 9 disclosure
describes the various options strategies that the Fund may employ. The Trust notes that the “Options Strategy” section has
been supplemented to add a cross-reference to the Item 9 disclosures.

      2

 8. Regarding the Fund’s 80% policy, revise so that it also includes reference to dividend paying
securities given the term “Div” in the Fund’s name.

Response: The Trust notes that, per its
response to comment 2 above, the Fund’s name has been changed to “YieldMax® SCHD Target Double Distribution
ETF,” and no longer includes the term “Div.” Inclusion of the phrase “Target Double Distribution” in the
proposed new name refers to the Fund’s investment strategy rather than a particular investment type. Therefore, the Trust believes
the current 80% policy is appropriate as written.

However, the Trust also notes that the
current 80% policy states that the Fund will (emphasis added) “invest at least 80% of the value of its assets, plus borrowings for
investment purposes, in SCHD and options contracts on the Underlying Securities.” SCHD is a defined term, referring
to Schwab U.S. Dividend Equity ETF, an exchange-traded fund that seeks to track the performance of the Dow Jones U.S. Dividend 100 Index.
The Dow Jones U.S. Dividend 100 Index is designed to measure the performance of high dividend yielding U.S. stocks with a record of consistently
paying dividends and demonstrating fundamental strength relative to their peers, based on key financial ratios. Should the Staff interpret
the Fund’s name as implying an investment in distribution paying stocks, the Trust believes inclusion of SCHD in the 80% policy,
which provides the Fund with exposure to high dividend yielding U.S. stocks, appropriately addresses inclusion of “Distribution”
in the Fund’s name.

 9. Regarding the section describing SCHD:

 a. If the Dow Jones U.S. Dividend 100 Index only includes exchange listed equities, please disclose that.

 b. If SCHD is currently concentrated in an industry, and that exposure is a principal strategy for the
Fund, disclose that SCHD is concentrated in that industry. Disclose corresponding risks in the risk section.

 c. Move the bolded disclaimers to the Item 9 section of the prospectus. See General Instruction C(3)(b)
of Form N-1A.

Response: With respect to sub(a) of the
Staff’s comment, revisions have been made to clarify that all of the Index’s holdings are exchange listed.

With respect to sub(b) of the Staff’s
comment, the Trust responds supplementally by noting that the Index is not currently concentrated in an industry.

With respect to sub (c) of the Staff’s
comment, similar disclosure has already gone through the comment process multiple times. The Trust also believes this is relevant
disclosure regarding SCHD, a core investment for the Fund, and therefore not prohibited by General Instruction C(3)(b) of Form N-1A. Therefore,
the Trust intends to retain the current format and respectfully declines to make revisions associated with this comment.

 10. If the Fund can take temporary defensive positions, please disclose that fact in the Item 9 section
and also include the types of investments that may be used for that purpose.

Response: Applicable disclosure has been
added to the Item 9 section as provided to the Staff under separate cover.

      3

 11. In the Item 9 section, consider revising the “Options Strategies” section to state that
the below disclosure showing examples does not take into account the effect of the Fund with respect to the Fund’s long positions
in the SCHD shares.

Response: The Trust responds by directing
the Staff to the existing “Options Strategy Risk” disclosure which describes the risks associated with the Fund’s long
shares of SCHD declining in value while at the same time some or all of the underlying securities upon which the options are written appreciating
past their strike prices. Accordingly, the Trust respectfully declines to make revisions associated with this comment.

 12. With respect to the section titled “Options Premiums & Technical Return of Capital Classifications
(Not Economic Returns of Capital),” provide the Staff with a specific financial reporting provision that permits option premiums
to be classified as ROC.

Response: The Trust respectfully notes
that the accounting treatment of option premiums is governed by U.S. GAAP for investment companies under ASC 946, which requires option
transactions to be accounted for based on their overall realized results. Premiums received are recognized as part of the realized gain
or loss on the option transaction once closed or expired. However, when the overall option activity results in a net realized loss, any
related distributions to shareholders sourced from such premiums cannot properly be characterized as income or capital gains. Instead,
consistent with the requirements of Regulation S-X and Subchapter M of the Internal Revenue Code, such amounts must be classified as a
return of capital.

 13. Ensure that Item 9 risk factors are ordered alphabetically per the current disclosure.

Response: The Trust responds by confirming
the risk factors have been ordered alphabetically.

 14. In the “Portfolio Holdings” section, delete “When available” from the second
sentence.

Response: The Trust responds by making
the requested revision.

SAI

 15. With respect to the Fund’s Redemption Transaction Fee, confirm supplementally that the fixed
fee and variable fee added together will not exceed 2%. Refer to Rule 22c-2(a)(1)(i) under 1940 Act.

Response: The Trust responds supplementally
by confirming that the Fund’s “Redemption Transaction Fees” will comply with the limits set forth in Rule 22c-2(a)(1)(i).

If you have any questions or require further information,
please contact John Hadermayer at (262) 318-8236 or jhadermayer@tidalfg.com.

Sincerely,

/s/ John Hadermayer

John Hadermayer

SVP of Legal Services

Tidal Investments LLC

      4