Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, WI 53204
October 17, 2024
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission (the “Commission”)
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Tidal Trust II (the “Trust”)
File Nos. 333-264478, 811-23793
Request for Withdrawal of Post-Effective Amendments to the Trust’s Registration Statement on Form N-1A
Dear Madam or Sir:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, the Trust respectfully requests the withdrawal of Post-Effective Amendment No. 166 (the “Amendment”) to the Trust’s Registration Statement Filed on Form N-1A, which was filed with the Securities and Exchange Commission (Accession No. 0001999371-24-001648) on February 7, 2024, for the purpose of, inter alia, registering shares of the CoreValues Alpha America’s Digital Growth ETF (the “Fund”) as a new series of the Trust.
The Amendment was originally scheduled to become effective on April 22, 2024. However, the following additional Post-Effective Amendments (collectively, the “Delaying Amendments”) were filed for designating a later date upon which the Amendment would have become effective:
| ● | Post-Effective Amendment No. 205 (filed on April 19, 2024, Accession No. 0001999371-24-004997); |
| ● | Post-Effective Amendment No. 214 (filed on May 21, 2024, Accession No. 0001999371-24-006407); |
| ● | Post-Effective Amendment No. 226 (filed on June 18, 2024, Accession No. 0001839882-24-019050); |
| ● | Post-Effective Amendment No. 235 (filed on July 17, 2024, Accession No. 0001999371-24-008752); |
| ● | Post-Effective Amendment No. 240 (filed on July 30, 2024, Accession No. 0001999371-24-009240); |
| ● | Post-Effective Amendment No. 243 (filed on August 7, 2024, Accession No. 0001999371-24-009676); |
| ● | Post-Effective Amendment No. 246 (filed on August 14, 2024, Accession No. 0001999371-24-010172); |
| ● | Post-Effective Amendment No. 250 (filed on August 21, 2024, Accession No. 0001999371-24-010439); |
| ● | Post-Effective Amendment No. 253 (filed on August 28, 2024, Accession No. 0001999371-24-010834); and |
| ● | Post-Effective Amendment No. 263 (filed on September 23, 2024, Accession No. 0001999371-24-012238). |
As a result, pursuant to Rule 477 under the Securities Act of 1933, as amended, the Trust respectfully requests the withdrawal of each of the Delaying Amendments (solely with respect to the Fund).
The withdrawal of the Amendment and each of the Delaying Amendments relates solely to the Fund. No securities were sold in connection with the Amendment or the Delaying Amendments. The Trust has determined not to proceed with the offering of this particular series of the Trust at this time.
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