Tidal ETF Trust II

10/07/2024 | Press release | Distributed by Public on 10/07/2024 15:24

Annual Report by Investment Company Form N CSR

Grizzle Growth ETF
q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number (811-23793)

Tidal Trust II

(Exact name of registrant as specified in charter)

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

(Address of principal executive offices) (Zip code)

Eric W. Falkeis

Tidal Trust II

234 West Florida Street, Suite 203

Milwaukee, Wisconsin 53204

(Name and address of agent for service)

(844) 986-7700

Registrant's telephone number, including area code

Date of fiscal year end: July 31

Date of reporting period: July 31, 2024

Item 1. Reports to Stockholders.

Grizzle Growth ETF Tailored Shareholder Report

annualShareholder Report July 31, 2024

Grizzle Growth ETF

Ticker: DARP(Listed on NYSE Arca, Inc.)

This annual shareholder reportcontains important information about the Grizzle Growth ETF (the "Fund") for the period August 1, 2023 to July 31, 2024.You can find additional information about the Fund at www.etf.grizzle.com. You can also request this information by contacting us at 1-800-617-0004or by writing to the Grizzle Growth ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

What were the Fund costs for the past year?
(based on a hypothetical $10,000 investment)

Fund Name

Costs of a $10,000 investment

Costs paid as a percentage of a $10,000 investment

Grizzle Growth ETF

$75

0.75%

Cumulative Performance

(Initial Investment of $10,000)

Annual Performance

1 Year

Since Inception (12/16/2021)

Grizzle Growth ETF - at NAV

16.52%

9.90%

Grizzle Growth ETF - at Market

16.54%

9.88%

S&P 500® Total Return Index

22.15%

8.30%

The Fund is the successor to the investment performance of the Grizzle Growth ETF, a series of Listed Funds Trust (the "Predecessor Fund"), as a result of the reorganization of the Predecessor Fund into the Fund on August 25, 2023 (the "Reorganization"). Prior to the Reorganization, the Fund had not yet commenced operations. Accordingly, any performance information for periods prior to the close of business on August 25, 2023, is that of the Predecessor Fund. The Predecessor Fund had the same investment objective and investment strategies, and similar policies as the Fund since the Predecessor Fund's inception.

The fund's past performance is not a good predictor of how the fund will perform in the future.The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Visit www.etf.grizzle.com for more recent performance information.

How did the Fund perform last year and what affected its performance?

During the reporting period, the Fund generated a total return of 16.52% - at NAV. This compares to the 22.15% total return for the S&P 500® Index for the same period.Based on our key themes, we attempt to position the strategy with strong and consistent characteristic advantages versus the benchmark and relative to the overall market. Portfolio positions generally have higher revenue growth rates and higher margins. Though many of them trade at premium valuations to companies in the benchmark, we believe current valuations do not fully price in future cashflow (the net cash and cash equivalents transferred in and out of a company. Cash received represents inflows, while money spent represents outflows), generation potential meaning the stocks trade at an actual discount to the benchmark looking 4-6 years out.

What Factors Influenced Performance

In the current market environment of weakening economic growth and moderating inflation, we believe the Grizzle Growth ETF is best positioned utilizing a barbell portfolio approach of technology leaders and emerging disruptors. Tech leaders currently have a funding and competitive advantage and have been buying emerging leaders, cementing their grip on industry market share. We believe owning companies at both ends of the competitive spectrum dampens volatility while also offering upside through existing competitive advantages or through disruption of industry leaders. For the commodity pillar of the fund, we believe the structural demand opportunity for natural gas is significant, the near-term opportunity for North American gas to continue supplying demand growth worldwide is clear and in the medium to long-term we believe natural gas serves as an optimal transition fuel to lower emissions. The fund also seeks to own producers of the commodities fueling future technology trends with copper and lithium as two specific examples. We believe a decade of underinvestment in mining of certain commodities coupled with accelerating demand growth will lead to higher prices and better profitability over the medium term.

Positioning

The top contributing sectors for the annual period ending July 31st, 2024, were the Communications and Information Technology sectors. The top detracting sectors were the Energy and Materials sectors. Meta Platforms (META) and Nvidia (NVDA) were the top contributing stocks. Albermarle (ALB) and Micron Technologies (MU) were the top detracting stocks.

Grizzle Growth ETF Tailored Shareholder Report

Key Fund Statistics

(as of July 31, 2024)

Fund Size (Thousands)

$14,737

Number of Holdings

39

Total Management Fee

$85,414

Annual Portfolio Turnover

85%

What did the Fund invest in?

(as of July 31, 2024)

Sector Breakdown (% of net assets)

Percentages are based on total net assets. Cash & Cash Equivalents represents short-term investments and other assets in excess of liabilities.

Top Ten Holdings

(% of net assets)

NVIDIA Corp.

18.9

Microsoft Corp.

10.7

Apple, Inc.

7.7

Alphabet, Inc. - Class A

6.3

Micron Technology, Inc.

5.1

Meta Platforms, Inc. - Class A

4.8

ASML Holding NV - NYRS

4.3

Airbnb, Inc. - Class A

3.6

Taiwan Semiconductor Manufacturing Co. Ltd. - ADR

3.3

Amazon.com, Inc.

3.1

How has the Fund changed?

In connection with a reorganization (Reorganization), the Fund assumed the assets and liabilities of Grizzle Growth ETF, a series of the Listed Funds Trust (the "Predecessor Fund") as of the close of business on August 25, 2023. All historical financial information and other information relating to the Fund for periods prior to the closing of the Reorganization is that of the Predecessor Fund.

Changes in and Disagreements with Accountants

There were no changes in or disagreements with accountants.

Householding

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

Distributor: Foreside Fund Services, LLC

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit www.etf.grizzle.com.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant's Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant's Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. David Norris is the "audit committee financial expert" and is considered to be "independent" as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "Other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

Grizzle Growth ETF

FYE 7/31/2024 FYE 7/31/2023
( a ) Audit Fees $14,500 $14,000
( b ) Audit-Related Fees N/A N/A
( c ) Tax Fees $3,000 $3,000
( d ) All Other Fees N/A N/A

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

FYE 7/31/2024 FYE 7/31/2023
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

(f) All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.-not sub-adviser) for the last two years.

Non-Audit Related Fees FYE 7/31/2024 FYE 7/31/2023
Registrant N/A N/A
Registrant's Investment Adviser N/A N/A

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.

(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

(j) The registrant is not a foreign issuer.

Item 5. Audit Committee of Listed Registrants.

(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Javier Marquina, Michelle McDonough, and David Norris.

(b) Not applicable

Item 6. Investments.

(a) Schedule of Investments is included within the financial statements filed under Item 7 of this Form.
(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.

(a)

Core Financial Statements
July 31, 2024

Tidal Trust II
• Grizzle Growth ETF | DARP | NYSE Arca, Inc.

Grizzle Growth ETF

Table of Contents

Page
Schedule of Investments 1
Statement of Assets and Liabilities 3
Statement of Operations 4
Statements of Changes in Net Assets 5
Financial Highlights 6
Notes to the Financial Statements 7
Report of Independent Registered Public Accounting Firm 14
Other Non-Audited Information 15
Schedule of Investments Grizzle Growth ETF
July 31, 2024
COMMON STOCKS - 99.0% Shares Value
Advertising - 1.0%
The Trade Desk, Inc. - Class A(a) 1,634 $ 146,864
Building Materials - 0.8%
Trane Technologies PLC 351 117,332
Chemicals - 0.8%
Arcadium Lithium PLC(a) 36,204 115,129
Computers - 7.7%
Apple, Inc. 5,100 1,132,608
Electric - 2.5%
NextEra Energy, Inc. 4,755 363,234
Internet - 18.3%
Airbnb, Inc. - Class A(a) 3,860 538,702
Alphabet, Inc. - Class A 5,388 924,258
Amazon.com, Inc. (a) 2,448 457,727
Meta Platforms, Inc. - Class A 1,492 708,446
Palo Alto Networks, Inc.(a) 207 67,219
2,696,352
Investment Companies - 3.0%
Bit Digital, Inc.(a) 24,160 92,049
Cipher Mining, Inc.(a) 24,795 129,678
Galaxy Digital Holdings Ltd.(a) 18,140 217,714
439,441
Machinery - Construction & Mining - 1.9%
Vertiv Holdings Co. - Class A 3,558 280,015
Mining - 12.4%
Amerigo Resources Ltd. 389,437 453,866
Anfield Energy, Inc.(a) 1,379,841 69,918
Canada Nickel Co., Inc.(a) 66,407 52,878
Cerrado Gold, Inc.(a) 174,373 30,609
Dolly Varden Silver Corp.(a) 70,258 56,452
Encore Energy Corp.(a) 27,759 108,260
Filo Corp.(a) 8,478 196,078
Hot Chili Ltd.(a) 693,547 406,655
Kobo Resources, Inc.(a) 156,504 35,120
Laramide Resources Ltd.(a) 435,226 204,783
Taseko Mines Ltd.(a) 63,157 138,068
West Red Lake Gold Mines Ltd.(a) 168,036 80,281
1,832,968

1

Schedule of Investments Grizzle Growth ETF
July 31, 2024
Oil & Gas - 5.0%
Antero Resources Corp.(a) 6,003 174,207
Range Resources Corp. 14,010 437,532
Tourmaline Oil Corp. 2,985 131,267
743,006
Pharmaceuticals - 0.6%
Compass Pathways PLC - ADR(a) 12,036 91,835
Retail - 0.6%
GameStop Corp. - Class A(a) 3,980 90,227
Semiconductors - 32.7%(b)
Applied Materials, Inc. 763 161,909
ASML Holding NV - NYRS 672 629,463
Micron Technology, Inc. 6,859 753,255
NVIDIA Corp. 23,752 2,779,459
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR 2,959 490,602
4,814,688
Software - 11.7%
Microsoft Corp. 3,774 1,578,853
Twilio, Inc. - Class A(a) 2,452 144,987
1,723,840
TOTAL COMMON STOCKS (Cost $12,436,766) 14,587,539
SHORT-TERM INVESTMENTS - 1.0%
Money Market Funds - 1.0%
First American Government Obligations Fund - Class X, 5.23%(c) 147,891 147,891
TOTAL SHORT-TERM INVESTMENTS (Cost $147,891) 147,891
TOTAL INVESTMENTS - 100.0% (Cost $12,584,657) $ 14,735,430
Other Assets in Excess of Liabilities - 0.0%(d) 1,311
TOTAL NET ASSETS - 100.0% $ 14,736,741

Percentages are stated as a percent of net assets.

ADR - American Depositary Receipt

NV - Naamloze Vennootschap

NYRS - New York Registry Shares

PLC - Public Limited Company

(a) Non-income producing security.
(b) To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors.
(c) The rate shown represents the 7-day effective yield as of July 31, 2024.
(d) Represents less than 0.05% of net assets.

The accompanying notes are an integral part of these financial statements.

2

Statement of Assets and Liabilities Grizzle Growth ETF
July 31, 2024
ASSETS:
Investments, at value (Note 2) $ 14,735,430
Dividends receivable 9,924
Interest receivable 596
Total assets 14,745,950
LIABILITIES:
Payable to adviser (Note 5) 9,209
Total liabilities 9,209
NET ASSETS $ 14,736,741
NET ASSETS CONSISTS OF:
Paid-in capital $ 12,991,181
Total distributable earnings 1,745,560
Total net assets $ 14,736,741
Net assets $ 14,736,741
Shares issued and outstanding(a) 480,000
Net asset value per share $ 30.70
COST:
Investments, at cost $ 12,584,657
(a) Unlimited shares authorized without par value.

The accompanying notes are an integral part of these financial statements

3

Statement of Operations Grizzle Growth ETF
For the Year Ended July 31, 2024
INVESTMENT INCOME:
Dividend income $ 109,320
Less: Dividend withholding taxes (8,083 )
Interest income 6,317
Total investment income 107,554
EXPENSES:
Investment advisory fee (Note 5) 85,414
Total expenses 85,414
NET INVESTMENT INCOME 22,140
REALIZED AND UNREALIZED GAIN
Net realized gain from:
Investments 1,268,065
Foreign currency translation (1,875 )
Net realized gain 1,266,190
Net change in unrealized appreciation on:
Investments 1,930,289
Foreign currency translation (103 )
Net change in unrealized appreciation 1,930,186
Net realized and unrealized gain 3,196,376
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 3,218,516

The accompanying notes are an integral part of these financial statements.

4

Statements of Changes in Net Assets Grizzle Growth ETF

Year ended

July 31, 2024

Year ended

July 31, 2023

OPERATIONS:
Net investment income $ 22,140 $ 7,798
Net realized gain 1,266,190 55,611
Net change in unrealized appreciation 1,930,186 101,338
Net increase in net assets from operations 3,218,516 164,747
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions to shareholders (44,524 ) (14,375 )
Total distributions to shareholders (44,524 ) (14,375 )
CAPITAL TRANSACTIONS:
Subscriptions 16,029,959 -
Redemptions (5,788,929 ) (692,664 )
Net increase (decrease) in net assets from capital transactions 10,241,030 (692,664 )
NET INCREASE (DECREASE) IN NET ASSETS 13,415,022 (542,292 )
NET ASSETS:
Beginning of the year 1,321,719 1,864,011
End of the year $ 14,736,741 $ 1,321,719
SHARES TRANSACTIONS
Subscriptions 630,000 -
Redemptions (200,000 ) (30,000 )
Total increase/(decrease) in shares outstanding 430,000 (30,000 )

The accompanying notes are an integral part of these financial statements

5

Financial Highlights Grizzle Growth ETF
For a share outstanding throughout each period presented
Year ended July 31, Period ended
2024 2023 July 31, 2022(a)
PER SHARE DATA:
Net asset value, beginning of year/period $ 26.43 $ 23.30 $ 24.39
INVESTMENT OPERATIONS:
Net investment income(b) 0.05 0.15 0.20
Net realized and unrealized gain (loss) on investments(c) 4.31 3.27 (1.29 )
Total from investment operations 4.36 3.42 (1.09 )
LESS DISTRIBUTIONS FROM:
From net investment income (0.09 ) (0.29 ) -
Total distributions (0.09 ) (0.29 ) -
Net asset value, end of year/period $ 30.70 $ 26.43 $ 23.30
TOTAL RETURN 16.52 % 15.07 % -4.47 %(f)
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of year/period (in thousands) $ 14,737 $ 1,322 $ 1,864
Ratio of expenses to average net assets 0.75 % 0.75 % 0.75 %(d)
Ratio of net investment income to average net assets 0.19 % 0.66 % 1.37 %(d)
Portfolio turnover rate(e) 85 % 59 % 102 %(f)
(a) Inception date of the Predecessor Fund was December 16, 2021.
(b) Net investment income per share has been calculated based on average shares outstanding during the year.
(c) Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the years, and may not reconcile with the aggregate gains and losses in the Statements of Operations due to share transactions for the year.
(d) Annualized for periods less than one year.
(e) Portfolio turnover rate excludes in-kind transactions.
(f) Not annualized for periods less than one year.

The accompanying notes are an integral part of these financial statements,

6

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024
NOTE 1 - ORGANIZATION

The Grizzle Growth ETF (the "Fund") is a non-diversified series of Tidal Trust II (the "Trust"). The Trust was organized as a Delaware statutory trust on January 13, 2022. The Trust is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company and the offering of the Fund's shares ('Shares") is registered under the Securities Act of 1933, as amended. The Trust is governed by the Board of Trustees (the "Board"). Tidal Investments LLC (f/k/a Toroso Investments, LLC) ("Tidal Investments" or the "Adviser"), a Tidal Financial Group company, serves as investment adviser to the Fund. Grizzle Investment Management, LLC ("Grizzle" or a "Sub-Adviser") and Cambria Investment Management, L.P. ("Cambria" or a "Sub-Adviser") (collectively the "Sub-Advisers") serve as investment sub-advisers to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946 "Financial Services - Investment Companies". The Fund reorganized into Tidal Trust II on August 25, 2023. The Predecessor Fund commenced operations on December 16, 2021.

The investment objective of the Fund is to seek long-term capital appreciation.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").

A. Security Valuation. Equity securities that are listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market, LLC ("NASDAQ")), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security's primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents ("Independent Pricing Agents") each day that the Fund is open for business.

Under Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is "fair valued," consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser's Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value ("NAV") of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

7

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The following is a summary of the inputs used to value the Fund's investments as of July 31, 2024:

Level 1 Level 2 Level 3 Total
Investments:
Common Stocks $ 14,556,930 $ 30,609 $ - $ 14,587,539
Money Market Funds 147,891 - - 147,891
Total Investments $ 14,704,821 $ 30,609 $ - $ 14,735,430

Refer to the Schedule of Investments for industry classifications.

B. Federal Income Taxes. The Fund has elected to be taxed as a "regulated investment company" and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.

In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a registered investment company, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the fund's fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management, in consultation with the Board of Trustees, evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.

As of July 31, 2024, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially.

C. Securities Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts and premiums on debt securities purchased are accreted and amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Debt income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund's understanding of the applicable country's tax rules and rates.
D. Foreign Currency. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

8

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

E. Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid at least annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
F. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
G. Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund's shares will not be priced on the days on which the New York Stock Exchange ("NYSE") is closed for trading.
H. Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
I. Illiquid Securities. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program ("the Program") that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund's net assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund's net assets, the Fund will take such steps as set forth in the Program.
J. Recently Issued Accounting Pronouncements. In June 2022, FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ("ASU 2022-03"). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. The Fund is currently evaluating the impact, if any, of these amendments on the financial statements.
K. Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. These differences are primarily due to adjustments for redemptions in-kind. For the year ended July 31, 2024, the following adjustments were made:
Paid-In Capital Total Distributable Earnings
$ 1,497,918 $ (1,497,918)

During the year ended July, 31, 2024, the Fund realized $1,497,918 in net capital gains resulting from in-kind redemptions, in which Authorized Participants exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from distributable (accumulated) earnings (losses) to paid-in capital.

9

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024
NOTE 3 - REORGANIZATIONAL APPROVAL

On June 7, 2023, the Board of the Predecessor Fund approved an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, and the Listed Funds Trust, a Delaware statutory trust, on behalf of the Predecessor Fund. The Agreement and Plan of Reorganization provided for the transfer of all of the assets of the Predecessor Fund to the Fund and the assumption of the liabilities (other than any excluded liabilities) of the Predecessor Fund by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Predecessor Fund was carried forward to align ongoing reporting of the Fund's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The Fund was created to carry out the reorganization and has substantially similar investment objectives and substantially similar principal investment strategies as the Predecessor Fund. The reorganization was effective after the close of business on August 25, 2023.

The following table illustrates the specifics of the reorganization of the Predecessor Fund into the Fund:

Predecessor Fund Net Assets Shares Issued to Shareholders of Predecessor Fund Fund Net Assets Combined Net Assets(a) Tax Status of Transfer
$ 1,239,998 50,000 $ - $ 1,239,998 Non-taxable

(a) Includes accumulated net investment income, accumulated realized losses and unrealized appreciation in the amounts of $3,138, $(59,109) and $138,110, respectively.

NOTE 4 - PRINCIPAL INVESTMENT RISKS

Growth Investing Risk. Growth stocks can be volatile for several reasons. Since those companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. The prices of growth stocks are based largely on projections of the issuer's future earnings and revenues. If a company's earnings or revenues fall short of expectations, its stock price may fall dramatically.

Non-Diversification Risk. Because the Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund's overall value to decline to a greater degree than if the Fund held a more diversified portfolio

As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject to principal risks which may adversely affect the Fund's NAV, trading price, yield, total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund's Prospectus titled "Additional Information About the Fund - Principal Risks of Investing in The Fund."

NOTE 5 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the "Advisory Agreement"), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser's performance.

10

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024

Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the "Investment Advisory Fee") based on the average daily net assets of the Fund at the annualized rate of 0.75%. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the Sub-Adviser to pay, all expenses incurred by the Fund except for 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, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, "Excluded Expenses"). The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the period ended July 31, 2024 are disclosed in the Statement of Operations.

The Sub-Advisers serve as sub-advisers to the Fund, pursuant to the sub-advisory agreement between the Adviser and the Sub-Advisers with respect to the Fund (the "Sub-Advisory Agreement"). Pursuant to the Sub-Advisory Agreement, Grizzle is responsible for the day-to-day management of the Fund's portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. For its services, Grizzle is paid a fee by the Adviser, which is calculated daily and paid monthly. Cambria is responsible for providing investment research to Grizzle, subject to the supervision of the Adviser and the Board. For its services, Cambria is paid a fee by the Adviser, which is calculated daily and paid monthly. The Sub-Advisers have agreed to assume a portion of the Adviser's obligation to pay all expenses incurred by the Fund, except for Excluded Expenses. For assuming the payment obligation, the Adviser has agreed to pay the Sub-Advisers the profits, if any, generated by the Fund's Investment Advisory Fee, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Advisers include fees charged by Tidal, as defined below.

Tidal ETF Services LLC ("Tidal"), a Tidal Financial Group company, and an affiliate of the Adviser, serves as the Fund's administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust's relationships with its various service providers.

U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), serves as the Fund's sub-administrator, fund accountant and transfer agent. In those capacities Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund's custodian. U.S. Bank N.A. (the "Custodian"), an affiliate of Fund Services, serves as the Fund's custodian.

Foreside Fund Services, LLC (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares.

Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust's officers receive compensation from the Fund.

The Board has adopted a Distribution (Rule 12b-1) Plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of Fund's assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

NOTE 6 - PURCHASES AND SALES OF SECURITIES

For the year ended July 31, 2024, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities, and in-kind transactions were $9,132,552 and $9,116,525, respectively.

For the year ended July 31, 2024, there were no purchases or sales of long-term U.S. government securities.

For the year ended July 31, 2024, in-kind transactions associated with creations and redemptions for the Fund were $15,765,549 and $5,698,391, respectively.

11

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024
NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the year ended July 31, 2024 and the year ended July 31, 2023 were as follows:

Distributions paid from: July 31, 2024 July 31, 2023
Ordinary income $ 44,524 $ 14,375

As of the most recent fiscal year ended July 31, 2024, the components of distributable earnings on a tax basis were as follows:

July 31, 2024
Cost of investments(1) $ 12,802,370
Gross tax unrealized appreciation 2,807,798
Gross tax unrealized depreciation (874,841 )
Net tax unrealized appreciation (depreciation) 1,932,957
Undistributed ordinary income (loss) 189,570
Undistributed long-term capital gain (loss) -
Total distributable earnings 189,570
Other accumulated gain (loss) (376,967 )
Total distributable earnings $ 1,745,560
(1) The difference between book and tax-basis unrealized appreciation was attributable primarily to the treatment of wash sales and mark-to-market adjustments for passive foreign investment companies.

Net capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses), and within the taxable year, may be elected to be deferred to the first business day of the Fund's next taxable year. As of the year ended July 31, 2024, the Fund had not elected to defer any post-October or late year losses.

As of the year ended July 31, 2024, the Fund had long-term and short-term capital loss carryovers of $65,504 and $311,463, respectively, which do not expire.

NOTE 8 - SHARE TRANSACTIONS

Shares of the Fund are listed and traded on the NYSE Arca, Inc.. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in large blocks of shares, called "Creation Units." Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

The Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund's Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

12

Notes to the Financial Statements Grizzle Growth ETF
July 31, 2024
NOTE 9 - RECENT MARKET EVENTS

U.S. international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including rising inflation, uncertainty regarding central banks' interest rate increases, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine, significant conflict between Israel and Hamas in the Middle East, and the impact of COVID-19.The global recovery from COVID-19 may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. The Middle East conflict has led to significant loss of life, damaged infrastructure and escalated tensions both in the region and globally. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser and Sub-Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund's investment objective, but there can be no assurance that they will be successful in doing so.

NOTE 10 - SUBSEQUENT EVENTS

In preparing these financial statements, the management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recorded or disclosed in the Fund's financial statements.

13

Report of Independent Registered Public Accounting Firm

Grizzle Growth ETF

July 31, 2024

To the Shareholders of Grizzle Growth ETF and

Board of Trustees of Tidal Trust II

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Grizzle Growth ETF (the "Fund"), a series of Tidal Trust II, as of July 31, 2024, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the two years in the period then ended and for the period from December 16, 2021 (commencement of operations) through July 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of July 31, 2024, the results of its operations, the changes in net assets, and the financial highlights for each of the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2024, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Fund's auditor since 2021. We have served as the auditor of one or more of Tidal Investment LLC's Investment companies since 2020.

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

September 27, 2024

14

Other Non-Audited Information Grizzle Growth ETF

QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION

For the year ended July 31, 2024, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:

Grizzle Growth ETF 53.17%

For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended July 31, 2024, was as follows:

Grizzle Growth ETF 32.13%

The percentage of taxable ordinary income distributions that are designated as short-term capital gain distribution under Internal Revenue Section 871(k)(2)(c) for the year ended July 31, 2024, was as follows:

Grizzle Growth ETF 0.00%

15

(b) Financial Highlights are included within the financial statements filed under Item 7(a) of this Form.

Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.

There have been no changes in or disagreements with the Funds' accountants.

Item 9. Proxy Disclosure for Open-End Investment Companies.

On June 7, 2023, the Board of the Predecessor Fund approved an Agreement and Plan of Reorganization between the Trust, on behalf of the Fund, and the Listed Funds Trust, a Delaware statutory trust, on behalf of the Predecessor Fund. The Agreement and Plan of Reorganization provided for the transfer of all of the assets of the Predecessor Fund to the Fund and the assumption of the liabilities (other than any excluded liabilities) of the Predecessor Fund by the Fund. For financial reporting purposes, assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Predecessor Fund was carried forward to align ongoing reporting of the Fund's realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. The Fund was created to carry out the reorganization and has substantially similar investment objectives and substantially similar principal investment strategies as the Predecessor Fund. The reorganization was effective after the close of business on August 25, 2023.

The following table illustrates the specifics of the reorganization of the Predecessor Fund into the Fund:

Predecessor Fund Net Assets

Shares Issued to

Shareholders of

Predecessor Fund

Fund Net
Assets
Combined Net
Assets(a)
Tax Status of
Transfer
$ 1,239,998 50,000 $ - $ 1,239,998 Non-taxable

(a) Includes accumulated net investment income, accumulated realized losses and unrealized appreciation in the amounts of $3,138, $(59,109) and $138,110, respectively.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.

See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 15. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 16. Controls and Procedures.

(a) The Registrant's President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act")) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant's service provider.
(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 18. Recovery of Erroneously Awarded Compensation.

(a) Not Applicable

(b) Not Applicable

Item 19. Exhibits.

(a) (1)Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit.Filed herewith.

(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Not Applicable.

(3)A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Filed herewith.

(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

(5) Change in the registrant's independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Tidal Trust II
By (Signature and Title)* /s/ Eric W. Falkeis
Eric W. Falkeis, President/Principal Executive Officer
Date October 7, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Eric W. Falkeis
Eric W. Falkeis, President/Principal Executive Officer
Date October 7, 2024
By (Signature and Title)* /s/ Aaron J. Perkovich
Aaron J. Perkovich, Treasurer/Principal Financial Officer
Date October 7, 2024

* Print the name and title of each signing officer under his or her signature.