UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| Tidal Trust II |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| (State of incorporation or organization) |
| See List Below |
| (I.R.S. Employer Identification Number) |
| 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204 |
| (Address of registrant’s principal executive offices) |
| Title of each class of securities to be registered | Name of each exchange on which each class is to be registered |
| Clouty TUNE ETF | NYSE Arca, Inc. |
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. | ☑ |
| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. | ☐ |
Securities Act Registration file number to which this form relates: 333-264478
Securities to be registered pursuant to Section 12(g) of the Act: Not applicable.
Item 1. Description of Registrant’s Securities to be Registered.
Reference is made to Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File Nos. 333-264478 and 811-23793), as filed with the U.S. Securities and Exchange Commission (“SEC”) via EDGAR (Accession No. 0001839882-23-009512) on April 13, 2023, and definitive materials filed pursuant to Rule 497(c) via EDGAR (Accession No. 0001839882-23-009720) on April 18, 2023, which are incorporated herein by reference.
The Trust currently consists of 25 registered series. The series to which this filing relates and its IRS Employer Identification Number are as follows:
| Title of Each Class of Securities to be Registered | IRS Employer ID Number |
| Clouty TUNE ETF | 92-2516767 |
Item 2. Exhibits
| A. | Certificate of Trust dated January 13, 2022, as filed with the state of Delaware on January 13, 2022, for Tidal Trust II (formerly Tidal ETF Trust II) (the “Trust” or the “Registrant”) is incorporated herein by reference to Exhibit (a)(i) to the Registrant’s Initial Registration Statement on Form N-1A, as filed with the SEC on April 26, 2022. |
| B. | Certificate of Amendment to Certificate of Trust dated November 11, 2022, as filed with the state of Delaware on November 14, 2022, for the Registrant is incorporated herein by reference to Exhibit (a)(ii) to the Registrant’s Registration Statement, Post-Effective Amendment 28, on Form N-1A, as filed with the SEC on November 14, 2022. |
| C. | Registrant’s Second Amended and Restated Declaration of Trust, adopted as of November 10, 2022, is incorporated herein by reference to Exhibit (a)(iii) to the Registrant’s Registration Statement on Form N-1A, Post-Effective Amendment 28, as filed with the SEC on November 14, 2022. |
| D. | Registrant’s Amended and Restated By-Laws, effective as of November 10, 2022, are incorporated herein by reference to Exhibit (b) to the Registrant’s Registration Statement on Form N-1A, Post-Effective Amendment 28, as filed with the SEC on November 14, 2022. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tidal Trust II | |
| April 18, 2023 | |
| By: /s/ Eric W. Falkeis | |
| Name: Eric W. Falkeis | |
| Title: President |