UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23793)
(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: March 31
Date
of reporting period:
Item 1. Reports to Stockholders.
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 these 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 the two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
Even Herd Long Short ETF
| FYE 3/31/2025 | FYE 3/31/2024 | |
| ( a ) Audit Fees | $12,500 | N/A |
| ( b ) Audit-Related Fees | N/A | N/A |
| ( c ) Tax Fees | $3,000 | N/A |
| ( 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:
| Non-Audit Related Fees | FYE 3/31/2025 | FYE 3/31/2024 |
| Registrant | N/A | N/A |
| Registrant’s Investment Adviser | N/A | N/A |
(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 3/31/2025 | FYE 3/31/2024 |
| 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) |
Financial Statements
March 31, 2025
Tidal Trust II
Even Herd Long Short ETF | EHLS | The Nasdaq Stock Market, LLC
Even Herd Long Short ETF
Table of Contents
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| COMMON STOCKS - 96.0% | Shares | Value | ||||||
| Aerospace & Defense - 3.6% | ||||||||
| Elbit Systems Ltd.(a) | 753 | $ | 288,911 | |||||
| Howmet Aerospace, Inc. (a) | 5,820 | 755,029 | ||||||
| Leonardo DRS, Inc. | 4,356 | 143,225 | ||||||
| Red Cat Holdings, Inc. (b) | 21,273 | 125,085 | ||||||
| Redwire Corp.(a)(b) | 15,137 | 125,486 | ||||||
| Rocket Lab USA, Inc.(a)(b) | 10,957 | 195,911 | ||||||
| TAT Technologies Ltd.(b) | 5,027 | 138,142 | ||||||
| 1,771,789 | ||||||||
| Agriculture - 2.0% | ||||||||
| Philip Morris International, Inc.(a) | 3,184 | 505,396 | ||||||
| Turning Point Brands, Inc.(a) | 8,144 | 484,080 | ||||||
| 989,476 | ||||||||
| Auto Manufacturers - 0.3% | ||||||||
| XPeng, Inc. - ADR(b) | 6,744 | 139,736 | ||||||
| Auto Parts & Equipment - 0.5% | ||||||||
| Allison Transmission Holdings, Inc.(a) | 2,726 | 260,796 | ||||||
| Banks - 6.7% | ||||||||
| Banco Macro SA - ADR(a) | 9,224 | 696,504 | ||||||
| Bank of New York Mellon Corp.(a) | 3,579 | 300,171 | ||||||
| HSBC Holdings PLC - ADR | 2,939 | 168,787 | ||||||
| Mizuho Financial Group, Inc. - ADR(a) | 68,342 | 376,565 | ||||||
| Nicolet Bankshares, Inc.(a) | 4,402 | 479,642 | ||||||
| Northeast Bank(a) | 6,634 | 607,276 | ||||||
| Third Coast Bancshares, Inc.(a)(b) | 19,114 | 637,834 | ||||||
| 3,266,779 | ||||||||
| Biotechnology - 3.4% | ||||||||
| ADMA Biologics, Inc.(a)(b) | 10,853 | 215,324 | ||||||
| Argenx SE - ADR(b) | 168 | 99,433 | ||||||
| Edgewise Therapeutics, Inc.(a)(b) | 9,220 | 202,840 | ||||||
| Exelixis, Inc.(a)(b) | 3,593 | 132,654 | ||||||
| Gilead Sciences, Inc.(a) | 2,102 | 235,529 | ||||||
| Guardant Health, Inc.(a)(b) | 5,727 | 243,970 | ||||||
| Insmed, Inc. (a)(b) | 2,846 | 217,122 | ||||||
| LENZ Therapeutics, Inc.(b) | 3,172 | 81,552 | ||||||
| Summit Therapeutics, Inc.(b) | 4,783 | 92,264 | ||||||
| Travere Therapeutics, Inc.(b) | 6,509 | 116,641 | ||||||
| 1,637,329 | ||||||||
| Chemicals - 1.1% | ||||||||
| Hawkins, Inc.(a) | 2,594 | 274,756 | ||||||
| ICL Group Ltd.(a) | 42,808 | 243,578 | ||||||
| 518,334 | ||||||||
| Commercial Services - 2.2% | ||||||||
| Barrett Business Services, Inc.(a) | 4,125 | 169,744 | ||||||
| Laureate Education, Inc.(b) | 6,380 | 130,471 | ||||||
| Stride, Inc.(a)(b) | 2,567 | 324,726 | ||||||
| Toast, Inc. - Class A(b) | 4,991 | 165,551 | ||||||
| Universal Technical Institute, Inc.(a)(b) | 10,959 | 281,427 | ||||||
| 1,071,919 | ||||||||
| The accompanying notes are an integral part of these financial statements. | 1 |
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| Computers - 2.4% | ||||||||
| CyberArk Software Ltd.(a)(b) | 821 | 277,498 | ||||||
| ExlService Holdings, Inc.(a)(b) | 6,963 | 328,723 | ||||||
| International Business Machines Corp.(a) | 1,084 | 269,548 | ||||||
| NextNav, Inc.(a)(b) | 19,367 | 235,696 | ||||||
| Rigetti Computing, Inc.(b) | 7,901 | 62,576 | ||||||
| 1,174,041 | ||||||||
| Diversified Financial Services - 4.5% | ||||||||
| Ares Management Corp. - Class A(a) | 1,689 | 247,624 | ||||||
| Freedom Holding Corp.(a)(b) | 1,773 | 234,337 | ||||||
| Futu Holdings Ltd. - ADR | 1,156 | 118,317 | ||||||
| Marex Group PLC(a) | 3,430 | 121,148 | ||||||
| Mr Cooper Group, Inc.(a)(b) | 2,535 | 303,186 | ||||||
| OppFi, Inc. | 20,343 | 189,190 | ||||||
| Qifu Technology, Inc. - ADR(a) | 8,173 | 367,049 | ||||||
| SLM Corp.(a) | 10,349 | 303,950 | ||||||
| StoneX Group, Inc.(a)(b) | 4,008 | 306,131 | ||||||
| 2,190,932 | ||||||||
| Electric - 4.8% | ||||||||
| Empresa Distribuidora Y Comercializadora Norte - ADR(a)(b) | 14,344 | 438,066 | ||||||
| Entergy Corp.(a) | 9,229 | 788,987 | ||||||
| NRG Energy, Inc.(a) | 5,094 | 486,273 | ||||||
| Pampa Energia SA - ADR(a)(b) | 2,819 | 217,627 | ||||||
| Vistra Corp.(a) | 3,350 | 393,424 | ||||||
| 2,324,377 | ||||||||
| Electronics - 3.1% | ||||||||
| Celestica, Inc.(a)(b) | 5,691 | 448,508 | ||||||
| Flex Ltd.(a)(b) | 12,138 | 401,525 | ||||||
| Garmin Ltd. | 773 | 167,841 | ||||||
| Hesai Group - ADR(b) | 7,515 | 111,222 | ||||||
| Mirion Technologies, Inc.(a)(b) | 17,217 | 249,647 | ||||||
| OSI Systems, Inc.(b) | 701 | 136,232 | ||||||
| 1,514,975 | ||||||||
| Engineering & Construction - 0.3% | ||||||||
| Construction Partners, Inc. - Class A(a)(b) | 2,185 | 157,036 | ||||||
| Entertainment - 0.6% | ||||||||
| Live Nation Entertainment, Inc.(a)(b) | 2,274 | 296,939 | ||||||
| Environmental Control - 0.8% | ||||||||
| Republic Services, Inc.(a) | 1,519 | 367,841 | ||||||
| Food - 3.0% | ||||||||
| Chefs’ Warehouse, Inc.(a)(b) | 4,137 | 225,301 | ||||||
| Lifeway Foods, Inc.(b) | 5,961 | 145,747 | ||||||
| Seneca Foods Corp. - Class A(a)(b) | 3,258 | 290,092 | ||||||
| Sprouts Farmers Market, Inc.(a)(b) | 2,825 | 431,208 | ||||||
| United Natural Foods, Inc.(a)(b) | 7,880 | 215,833 | ||||||
| US Foods Holding Corp.(b) | 2,200 | 144,012 | ||||||
| 1,452,193 | ||||||||
| Gas - 2.0% | ||||||||
| National Fuel Gas Co. | 2,083 | 164,953 | ||||||
| NiSource, Inc.(a) | 12,057 | 483,365 | ||||||
| The accompanying notes are an integral part of these financial statements. | 2 |
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| Spire, Inc. (a) | 3,862 | 302,201 | ||||||
| 950,519 | ||||||||
| Healthcare - Products - 0.8% | ||||||||
| Boston Scientific Corp.(a)(b) | 3,683 | 371,541 | ||||||
| Healthcare - Services - 0.8% | ||||||||
| GeneDx Holdings Corp.(a)(b) | 2,341 | 207,330 | ||||||
| Quest Diagnostics, Inc. | 1,119 | 189,335 | ||||||
| 396,665 | ||||||||
| Home Builders - 0.3% | ||||||||
| Cavco Industries, Inc.(b) | 272 | 141,339 | ||||||
| Insurance - 4.5% | ||||||||
| Axis Capital Holdings Ltd.(a) | 3,943 | 395,246 | ||||||
| Brown & Brown, Inc.(a) | 2,822 | 351,057 | ||||||
| CNO Financial Group, Inc.(a) | 8,108 | 337,698 | ||||||
| Fidelity National Financial, Inc. | 2,360 | 153,589 | ||||||
| International General Insurance Holdings Ltd.(a) | 4,770 | 125,499 | ||||||
| Investors Title Co.(a) | 997 | 240,357 | ||||||
| Jackson Financial, Inc. - Class A(a) | 1,762 | 147,620 | ||||||
| Unum Group(a) | 5,531 | 450,555 | ||||||
| 2,201,621 | ||||||||
| Internet - 10.1% | ||||||||
| Alibaba Group Holding Ltd. - ADR(a) | 2,712 | 358,608 | ||||||
| DoorDash, Inc. - Class A(a)(b) | 2,553 | 466,612 | ||||||
| EverQuote, Inc. - Class A(a)(b) | 9,386 | 245,819 | ||||||
| Full Truck Alliance Co. Ltd. - Class A - ADR(a) | 23,199 | 296,251 | ||||||
| Hims & Hers Health, Inc.(a)(b) | 6,035 | 178,334 | ||||||
| Liquidity Services, Inc.(a)(b) | 12,706 | 394,013 | ||||||
| Meta Platforms, Inc. - Class A(a) | 802 | 462,241 | ||||||
| Netflix, Inc.(a)(b) | 512 | 477,455 | ||||||
| Robinhood Markets, Inc. - Class A(a)(b) | 13,143 | 547,012 | ||||||
| Sea Ltd. - Class A - ADR(a)(b) | 5,325 | 694,859 | ||||||
| Spotify Technology SA(a)(b) | 981 | 539,579 | ||||||
| Trip.com Group Ltd. - ADR(a) | 2,268 | 144,200 | ||||||
| Vnet Group, Inc. - ADR(a)(b) | 13,048 | 106,994 | ||||||
| 4,911,977 | ||||||||
| Investment Companies - 0.2% | ||||||||
| Cango, Inc. - Class A - ADR(b) | 27,638 | 104,748 | ||||||
| Iron & Steel - 1.2% | ||||||||
| Carpenter Technology Corp.(a) | 2,740 | 496,433 | ||||||
| Mesabi Trust | 3,708 | 100,858 | ||||||
| 597,291 | ||||||||
| Machinery - Diversified - 0.7% | ||||||||
| DXP Enterprises, Inc.(b) | 1,410 | 115,987 | ||||||
| Mueller Water Products, Inc. - Class A(a) | 9,094 | 231,169 | ||||||
| 347,156 | ||||||||
| Media - 0.8% | ||||||||
| Fox Corp. - Class A(a) | 7,255 | 410,633 | ||||||
| Metal Fabricate & Hardware - 0.5% |
| The accompanying notes are an integral part of these financial statements. | 3 |
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| Mueller Industries, Inc.(a) | 3,369 | 256,516 | ||||||
| Mining - 4.5% | ||||||||
| Agnico Eagle Mines Ltd.(a) | 4,735 | 513,322 | ||||||
| Alamos Gold, Inc. - Class A(a) | 32,612 | 872,045 | ||||||
| IperionX Ltd. - ADR(a)(b) | 14,902 | 268,087 | ||||||
| Skeena Resources Ltd.(a)(b) | 26,225 | 264,610 | ||||||
| United States Lime & Minerals, Inc.(a) | 3,295 | 291,212 | ||||||
| 2,209,276 | ||||||||
| Miscellaneous Manufacturing - 1.5% | ||||||||
| 3M Co.(a) | 3,494 | 513,129 | ||||||
| Byrna Technologies, Inc.(a)(b) | 11,787 | 198,493 | ||||||
| 711,622 | ||||||||
| Multi-National - 0.7% | ||||||||
| Banco Latinoamericano de Comercio Exterior SA(a) | 8,977 | 328,558 | ||||||
| Office - Business Equipment - 0.5% | ||||||||
| Pitney Bowes, Inc.(a) | 26,103 | 236,232 | ||||||
| Oil & Gas - 2.2% | ||||||||
| Gulfport Energy Corp.(a)(b) | 1,818 | 334,767 | ||||||
| Texas Pacific Land Corp.(a) | 370 | 490,246 | ||||||
| YPF SA - ADR(a)(b) | 7,004 | 245,420 | ||||||
| 1,070,433 | ||||||||
| Oil & Gas Services - 2.7% | ||||||||
| Archrock, Inc.(a) | 12,974 | 340,438 | ||||||
| Aris Water Solutions, Inc. - Class A(a) | 25,415 | 814,296 | ||||||
| Enerflex Ltd. | 20,911 | 161,642 | ||||||
| 1,316,376 | ||||||||
| Pharmaceuticals - 0.7% | ||||||||
| Mirum Pharmaceuticals, Inc.(b) | 5,260 | 236,963 | ||||||
| Rhythm Pharmaceuticals, Inc.(b) | 2,312 | 122,467 | ||||||
| 359,430 | ||||||||
| Pipelines - 2.2% | ||||||||
| Excelerate Energy, Inc. - Class A(a) | 6,708 | 192,386 | ||||||
| MPLX LP(a) | 4,571 | 244,640 | ||||||
| Targa Resources Corp.(a) | 3,039 | 609,228 | ||||||
| 1,046,254 | ||||||||
| Real Estate - 2.0% | ||||||||
| Five Point Holdings LLC - Class A(b) | 38,780 | 207,085 | ||||||
| IRSA Inversiones y Representaciones SA - ADR(a) | 37,155 | 479,300 | ||||||
| KE Holdings, Inc. - ADR | 4,066 | 81,686 | ||||||
| Real Brokerage, Inc.(a)(b) | 50,972 | 206,946 | ||||||
| 975,017 | ||||||||
| Retail - 3.2% | ||||||||
| BJ’s Wholesale Club Holdings, Inc.(b) | 2,608 | 297,573 | ||||||
| Carvana Co.(a)(b) | 2,410 | 503,883 | ||||||
| Cheesecake Factory, Inc. | 2,541 | 123,645 | ||||||
| Dutch Bros, Inc. - Class A(a)(b) | 6,040 | 372,909 | ||||||
| Group 1 Automotive, Inc. | 296 | 113,057 | ||||||
| Williams-Sonoma, Inc. | 808 | 127,745 |
| The accompanying notes are an integral part of these financial statements. | 4 |
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| 1,538,812 | ||||||||
| Semiconductors - 0.8% | ||||||||
| CEVA, Inc.(a)(b) | 9,223 | 236,201 | ||||||
| NVIDIA Corp.(a) | 1,419 | 153,791 | ||||||
| 389,992 | ||||||||
| Software - 8.9% | ||||||||
| Alignment Healthcare, Inc.(a)(b) | 17,242 | 321,046 | ||||||
| AvePoint, Inc.(a)(b) | 8,310 | 119,997 | ||||||
| Climb Global Solutions, Inc.(a) | 2,307 | 255,523 | ||||||
| Cloudflare, Inc. - Class A(a)(b) | 2,133 | 240,368 | ||||||
| DocuSign, Inc.(a)(b) | 2,561 | 208,465 | ||||||
| Doximity, Inc. - Class A(a)(b) | 2,443 | 141,767 | ||||||
| Fiserv, Inc.(a)(b) | 1,228 | 271,179 | ||||||
| Karooooo Ltd. | 2,802 | 119,197 | ||||||
| Kingsoft Cloud Holdings Ltd. - ADR(b) | 9,376 | 134,639 | ||||||
| MicroStrategy, Inc. - Class A(a)(b) | 829 | 238,976 | ||||||
| Nutex Health, Inc.(a)(b) | 4,646 | 218,501 | ||||||
| Palantir Technologies, Inc. - Class A(a)(b) | 4,931 | 416,176 | ||||||
| Planet Labs PBC(b) | 31,986 | 108,113 | ||||||
| SAP SE - ADR(a) | 1,602 | 430,041 | ||||||
| SoundHound AI, Inc. - Class A(b) | 7,789 | 63,247 | ||||||
| SS&C Technologies Holdings, Inc.(a) | 2,929 | 244,659 | ||||||
| Take-Two Interactive Software, Inc.(a)(b) | 1,442 | 298,855 | ||||||
| Twilio, Inc. - Class A(a)(b) | 2,738 | 268,078 | ||||||
| Youdao, Inc. - ADR(a)(b) | 28,839 | 220,042 | ||||||
| 4,318,869 | ||||||||
| Telecommunications - 4.9% | ||||||||
| Arista Networks, Inc.(a)(b) | 2,793 | 216,402 | ||||||
| AST SpaceMobile, Inc. - Class A(a)(b) | 7,613 | 173,120 | ||||||
| AT&T, Inc. | 6,258 | 176,976 | ||||||
| Corning, Inc. | 2,594 | 118,753 | ||||||
| Credo Technology Group Holding Ltd.(a)(b) | 4,553 | 182,848 | ||||||
| GDS Holdings Ltd. - ADR(a)(b) | 13,441 | 340,460 | ||||||
| IDT Corp. - Class B(a) | 7,723 | 396,267 | ||||||
| Satellogic, Inc. - Class A(b) | 27,580 | 98,461 | ||||||
| Telefonaktiebolaget LM Ericsson - ADR | 15,147 | 117,541 | ||||||
| Telephone and Data Systems, Inc.(a) | 6,929 | 268,429 | ||||||
| VEON Ltd. - ADR(a)(b) | 6,952 | 303,177 | ||||||
| 2,392,434 | ||||||||
| TOTAL COMMON STOCKS (Cost $44,288,092) | 46,717,803 | |||||||
| REAL ESTATE INVESTMENT TRUSTS - COMMON - 3.3% | Shares | Value | ||||||
| REITS - 3.3% | ||||||||
| Dynex Capital, Inc.(a) | 17,252 | 224,621 | ||||||
| EPR Properties(a) | 4,822 | 253,685 | ||||||
| Tanger, Inc.(a) | 11,597 | 391,863 | ||||||
| Vornado Realty Trust(a) | 6,304 | 233,185 | ||||||
| Welltower, Inc.(a) | 3,295 | 504,827 | ||||||
| 1,608,181 | ||||||||
| TOTAL REAL ESTATE INVESTMENT TRUSTS - COMMON (Cost $1,641,829) | 1,608,181 | |||||||
| CLOSED-END FUNDS - 0.8% | Shares | Value | ||||||
| FS KKR Capital Corp. | 5,782 | 121,133 | ||||||
| Main Street Capital Corp.(a) | 4,574 | 258,706 | ||||||
| TOTAL CLOSED-END FUNDS (Cost $393,946) | 379,839 | |||||||
| The accompanying notes are an integral part of these financial statements. | 5 |
| Schedule of Investments | Even Herd Long Short ETF |
March 31, 2025
| SHORT-TERM INVESTMENTS - 13.2% | Value | |||||||
| Money Market Funds - 13.2% | Shares | |||||||
| First American Government Obligations Fund - Class X, 4.25%(c) | 6,439,382 | 6,439,382 | ||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $6,439,382) | 6,439,382 | |||||||
| TOTAL INVESTMENTS - 113.3% (Cost $52,763,249) | 55,145,205 | |||||||
| Liabilities in Excess of Other Assets - (13.3)% | (6,458,548 | ) | ||||||
| TOTAL NET ASSETS - 100.0% | $ | 48,686,657 | ||||||
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
LLC - Limited Liability Company
LP - Limited Partnership
PLC - Public Limited Company
REIT - Real Estate Investment Trust
| (a) | All or a portion of security has been pledged as collateral for securities sold short. The fair value of assets committed as collateral as of March 31, 2025 is $37,382,153. |
| (b) | Non-income producing security. |
| (c) | The rate shown represents the 7-day annualized effective yield as of March 31, 2025. |
| The accompanying notes are an integral part of these financial statements. | 6 |
| Schedule of Securities Sold Short | Even Herd Long Short ETF |
March 31, 2025
| COMMON STOCKS - (51.0)% | Shares | Value | ||||||
| Advertising - (0.9)% | ||||||||
| TechTarget, Inc. | (6,105 | ) | $ | (90,415 | ) | |||
| WPP PLC - ADR | (9,062 | ) | (343,994 | ) | ||||
| (434,409 | ) | |||||||
| Aerospace & Defense - (0.8)% | ||||||||
| Hexcel Corp. | (6,715 | ) | (367,713 | ) | ||||
| Auto Manufacturers - (0.5)% | ||||||||
| Ford Motor Co. | (11,959 | ) | (119,949 | ) | ||||
| Li Auto, Inc. - ADR | (5,587 | ) | (140,792 | ) | ||||
| (260,741 | ) | |||||||
| Banks - (0.5)% | ||||||||
| Live Oak Bancshares, Inc. | (4,849 | ) | (129,275 | ) | ||||
| NU Holdings Ltd. - Class A | (11,093 | ) | (113,592 | ) | ||||
| (242,867 | ) | |||||||
| Biotechnology - (0.6)% | ||||||||
| Illumina, Inc. | (3,599 | ) | (285,545 | ) | ||||
| Building Materials - (0.8)% | ||||||||
| Modine Manufacturing Co. | (4,810 | ) | (369,167 | ) | ||||
| Chemicals - (2.3)% | ||||||||
| Albemarle Corp. | (3,387 | ) | (243,932 | ) | ||||
| Ashland, Inc. | (1,486 | ) | (88,105 | ) | ||||
| HB Fuller Co. | (1,742 | ) | (97,761 | ) | ||||
| Innospec, Inc. | (1,496 | ) | (141,746 | ) | ||||
| Methanex Corp. | (3,823 | ) | (134,149 | ) | ||||
| Minerals Technologies, Inc. | (2,172 | ) | (138,074 | ) | ||||
| Rogers Corp. | (4,154 | ) | (280,519 | ) | ||||
| (1,124,286 | ) | |||||||
| Coal - (0.2)% | ||||||||
| Alpha Metallurgical Resources, Inc. | (789 | ) | (98,822 | ) | ||||
| Commercial Services - (5.4)% | ||||||||
| Avis Budget Group, Inc. | (5,192 | ) | (394,073 | ) | ||||
| Booz Allen Hamilton Holding Corp. | (914 | ) | (95,586 | ) | ||||
| ICF International, Inc. | (3,538 | ) | (300,624 | ) | ||||
| MarketAxess Holdings, Inc. | (985 | ) | (213,105 | ) | ||||
| Morningstar, Inc. | (502 | ) | (150,535 | ) | ||||
| New Oriental Education & Technology Group, Inc. - ADR | (6,190 | ) | (295,944 | ) | ||||
| Paysafe Ltd. | (17,185 | ) | (269,632 | ) | ||||
| Rentokil Initial PLC - ADR | (4,337 | ) | (99,317 | ) | ||||
| Strategic Education, Inc. | (3,007 | ) | (252,468 | ) | ||||
| Transcat, Inc. | (2,012 | ) | (149,793 | ) | ||||
| WEX, Inc. | (784 | ) | (123,104 | ) | ||||
| WillScot Holdings Corp. | (10,551 | ) | (293,318 | ) | ||||
| (2,637,499 | ) | |||||||
| Computers - (3.4)% | ||||||||
| Accenture PLC - Class A | (477 | ) | (148,843 | ) | ||||
| ASGN, Inc. | (4,284 | ) | (269,978 | ) | ||||
| DXC Technology Co. | (8,354 | ) | (142,436 | ) | ||||
| HP, Inc. | (10,203 | ) | (282,521 | ) | ||||
| The accompanying notes are an integral part of these financial statements. | 7 |
| Schedule of Securities Sold Short | Even Herd Long Short ETF |
March 31, 2025
| Insight Enterprises, Inc. | (958 | ) | (143,690 | ) | ||||
| Integral Ad Science Holding Corp. | (26,783 | ) | (215,871 | ) | ||||
| KBR, Inc. | (6,384 | ) | (317,987 | ) | ||||
| Qualys, Inc. | (1,104 | ) | (139,027 | ) | ||||
| (1,660,353 | ) | |||||||
| Diversified Financial Services - (2.2)% | ||||||||
| Coinbase Global, Inc. - Class A | (670 | ) | (115,394 | ) | ||||
| Franklin Resources, Inc. | (14,899 | ) | (286,806 | ) | ||||
| T Rowe Price Group, Inc. | (1,306 | ) | (119,982 | ) | ||||
| Voya Financial, Inc. | (4,969 | ) | (336,700 | ) | ||||
| Western Union Co. | (18,276 | ) | (193,360 | ) | ||||
| (1,052,242 | ) | |||||||
| Electric - (0.8)% | ||||||||
| Edison International | (2,516 | ) | (148,243 | ) | ||||
| Hawaiian Electric Industries, Inc. | (22,334 | ) | (244,557 | ) | ||||
| (392,800 | ) | |||||||
| Electrical Components & Equipment - (0.6)% | ||||||||
| Novanta, Inc. | (1,448 | ) | (185,156 | ) | ||||
| Universal Display Corp. | (767 | ) | (106,981 | ) | ||||
| (292,137 | ) | |||||||
| Electronics - (0.4)% | ||||||||
| Arrow Electronics, Inc. | (929 | ) | (96,458 | ) | ||||
| Atkore, Inc. | (1,476 | ) | (88,545 | ) | ||||
| (185,003 | ) | |||||||
| Energy - Alternate Sources - (0.3)% | ||||||||
| First Solar, Inc. | (1,094 | ) | (138,314 | ) | ||||
| Engineering & Construction - (0.4)% | ||||||||
| Arcosa, Inc. | (2,401 | ) | (185,165 | ) | ||||
| Entertainment - (1.3)% | ||||||||
| Churchill Downs, Inc. | (910 | ) | (101,074 | ) | ||||
| International Game Technology PLC | (11,255 | ) | (183,006 | ) | ||||
| Madison Square Garden Entertainment Corp. | (7,855 | ) | (257,172 | ) | ||||
| Vail Resorts, Inc. | (436 | ) | (69,769 | ) | ||||
| (611,021 | ) | |||||||
| Food - (0.8)% | ||||||||
| Hormel Foods Corp. | (4,099 | ) | (126,823 | ) | ||||
| John B Sanfilippo & Son, Inc. | (3,378 | ) | (239,365 | ) | ||||
| (366,188 | ) | |||||||
| Hand & Machine Tools - (0.2)% | ||||||||
| Regal Rexnord Corp. | (813 | ) | (92,560 | ) | ||||
| Healthcare - Products - (1.1)% | ||||||||
| Edwards Lifesciences Corp. | (4,166 | ) | (301,952 | ) | ||||
| Enovis Corp. | (2,568 | ) | (98,123 | ) | ||||
| Establishment Labs Holdings, Inc. | (3,658 | ) | (149,265 | ) | ||||
| (549,340 | ) | |||||||
| Healthcare - Services - (1.5)% | ||||||||
| Elevance Health, Inc. | (305 | ) | (132,663 | ) |
| The accompanying notes are an integral part of these financial statements. | 8 |
| Schedule of Securities Sold Short | Even Herd Long Short ETF |
March 31, 2025
| Oscar Health, Inc. - Class A | (11,131 | ) | (145,928 | ) | ||||
| Sotera Health Co. | (20,852 | ) | (243,134 | ) | ||||
| Teladoc Health, Inc. | (27,667 | ) | (220,229 | ) | ||||
| (741,954 | ) | |||||||
| Home Builders - (0.4)% | ||||||||
| LCI Industries | (2,241 | ) | (195,931 | ) | ||||
| Home Furnishings - (1.0)% | ||||||||
| MillerKnoll, Inc. | (12,673 | ) | (242,561 | ) | ||||
| Sonos, Inc. | (23,327 | ) | (248,899 | ) | ||||
| (491,460 | ) | |||||||
| Household Products & Wares - (0.9)% | ||||||||
| Avery Dennison Corp. | (664 | ) | (118,172 | ) | ||||
| Central Garden & Pet Co. - Class A | (9,128 | ) | (298,759 | ) | ||||
| (416,931 | ) | |||||||
| Housewares - (0.6)% | ||||||||
| Scotts Miracle-Gro Co. | (4,840 | ) | (265,668 | ) | ||||
| Insurance - (1.5)% | ||||||||
| Everest Group Ltd. | (1,090 | ) | (396,029 | ) | ||||
| Hagerty, Inc. - Class A | (16,020 | ) | (144,821 | ) | ||||
| Selective Insurance Group, Inc. | (2,213 | ) | (202,578 | ) | ||||
| (743,428 | ) | |||||||
| Internet - (3.6)% | ||||||||
| Airbnb, Inc. - Class A | (2,375 | ) | (283,718 | ) | ||||
| ePlus, Inc. | (3,748 | ) | (228,740 | ) | ||||
| Etsy, Inc. | (6,231 | ) | (293,979 | ) | ||||
| Hello Group, Inc. - ADR | (30,407 | ) | (191,868 | ) | ||||
| IAC, Inc. | (7,644 | ) | (351,165 | ) | ||||
| Lyft, Inc. - Class A | (12,479 | ) | (148,126 | ) | ||||
| Snap, Inc. - Class A | (21,199 | ) | (184,643 | ) | ||||
| Ziff Davis, Inc. | (1,470 | ) | (55,243 | ) | ||||
| (1,737,482 | ) | |||||||
| Investment Companies - (0.2)% | ||||||||
| MARA Holdings, Inc. | (9,840 | ) | (113,160 | ) | ||||
| Lodging - (1.1)% | ||||||||
| Hyatt Hotels Corp. - Class A | (1,197 | ) | (146,633 | ) | ||||
| Las Vegas Sands Corp. | (7,282 | ) | (281,304 | ) | ||||
| MGM Resorts International | (3,771 | ) | (111,772 | ) | ||||
| (539,709 | ) | |||||||
| Machinery - Construction & Mining - (0.2)% | ||||||||
| Terex Corp. | (2,354 | ) | (88,934 | ) | ||||
| Machinery - Diversified - (0.8)% | ||||||||
| Cactus, Inc. - Class A | (3,237 | ) | (148,352 | ) | ||||
| Nordson Corp. | (506 | ) | (102,070 | ) | ||||
| Tennant Co. | (1,815 | ) | (144,746 | ) | ||||
| (395,168 | ) | |||||||
| Media - (1.0)% | ||||||||
| Comcast Corp. - Class A | (4,038 | ) | (149,002 | ) |
| The accompanying notes are an integral part of these financial statements. | 9 |
| Schedule of Securities Sold Short | Even Herd Long Short ETF |
March 31, 2025
| Sirius XM Holdings, Inc. | (10,353 | ) | (233,408 | ) | ||||
| Sphere Entertainment Co. | (3,561 | ) | (116,516 | ) | ||||
| (498,926 | ) | |||||||
| Mining - (0.2)% | ||||||||
| Seabridge Gold, Inc. | (9,156 | ) | (106,851 | ) | ||||
| Miscellaneous Manufacturing - (0.5)% | ||||||||
| A. O. Smith Corp. | (2,300 | ) | (150,328 | ) | ||||
| Textron, Inc. | (1,307 | ) | (94,431 | ) | ||||
| (244,759 | ) | |||||||
| Oil & Gas - (1.6)% | ||||||||
| Helmerich & Payne, Inc. | (11,335 | ) | (296,070 | ) | ||||
| Kimbell Royalty Partners LP | (10,361 | ) | (145,054 | ) | ||||
| Noble Corp. PLC | (8,011 | ) | (189,861 | ) | ||||
| Seadrill Ltd. | (2,533 | ) | (63,325 | ) | ||||
| Weatherford International PLC | (1,971 | ) | (105,547 | ) | ||||
| (799,857 | ) | |||||||
| Oil & Gas Services - (0.5)% | ||||||||
| Halliburton Co. | (4,395 | ) | (111,501 | ) | ||||
| Schlumberger NV | (3,565 | ) | (149,017 | ) | ||||
| (260,518 | ) | |||||||
| Packaging & Containers - (0.2)% | ||||||||
| Sealed Air Corp. | (3,142 | ) | (90,804 | ) | ||||
| Pharmaceuticals - (0.8)% | ||||||||
| Elanco Animal Health, Inc. | (11,412 | ) | (119,826 | ) | ||||
| Zoetis, Inc. | (1,675 | ) | (275,789 | ) | ||||
| (395,615 | ) | |||||||
| Real Estate - (0.2)% | ||||||||
| Cushman & Wakefield PLC | (11,466 | ) | (117,183 | ) | ||||
| Retail - (2.0)% | ||||||||
| Freshpet, Inc. | (1,681 | ) | (139,809 | ) | ||||
| Victoria’s Secret & Co. | (11,106 | ) | (206,349 | ) | ||||
| Wingstop, Inc. | (1,555 | ) | (350,777 | ) | ||||
| Winmark Corp. | (919 | ) | (292,123 | ) | ||||
| (989,058 | ) | |||||||
| Semiconductors - (0.7)% | ||||||||
| Advanced Micro Devices, Inc. | (1,854 | ) | (190,480 | ) | ||||
| Kulicke & Soffa Industries, Inc. | (2,455 | ) | (80,966 | ) | ||||
| Veeco Instruments, Inc. | (3,830 | ) | (76,906 | ) | ||||
| (348,352 | ) | |||||||
| Software - (4.4)% | ||||||||
| ACV Auctions, Inc. - Class A | (10,136 | ) | (142,816 | ) | ||||
| Adobe, Inc. | (443 | ) | (169,904 | ) | ||||
| Agilysys, Inc. | (1,958 | ) | (142,033 | ) | ||||
| Appian Corp. - Class A | (3,135 | ) | (90,319 | ) | ||||
| Bentley Systems, Inc. - Class B | (4,635 | ) | (182,341 | ) | ||||
| C3.ai, Inc. - Class A | (6,553 | ) | (137,941 | ) | ||||
| CCC Intelligent Solutions Holdings, Inc. | (26,593 | ) | (240,135 | ) | ||||
| Dayforce, Inc. | (3,563 | ) | (207,830 | ) |
| The accompanying notes are an integral part of these financial statements. | 10 |
| Schedule of Securities Sold Short | Even Herd Long Short ETF |
March 31, 2025
| Docebo, Inc. | (2,671 | ) | (76,685 | ) | ||||
| Jamf Holding Corp. | (27,301 | ) | (331,707 | ) | ||||
| nCino, Inc. | (4,994 | ) | (137,185 | ) | ||||
| Open Text Corp. | (4,566 | ) | (115,337 | ) | ||||
| Progress Software Corp. | (1,882 | ) | (96,942 | ) | ||||
| SPS Commerce, Inc. | (573 | ) | (76,054 | ) | ||||
| (2,147,229 | ) | |||||||
| Telecommunications - (2.5)% | ||||||||
| BCE, Inc. | (12,485 | ) | (286,655 | ) | ||||
| Harmonic, Inc. | (23,666 | ) | (226,957 | ) | ||||
| Iridium Communications, Inc. | (10,642 | ) | (290,739 | ) | ||||
| Telkom Indonesia Persero Tbk PT - ADR | (17,366 | ) | (256,496 | ) | ||||
| Viasat, Inc. | (12,642 | ) | (131,730 | ) | ||||
| (1,192,577 | ) | |||||||
| Transportation - (1.1)% | ||||||||
| Canadian National Railway Co. | (1,313 | ) | (127,965 | ) | ||||
| Landstar System, Inc. | (703 | ) | (105,591 | ) | ||||
| United Parcel Service, Inc. - Class B | (1,250 | ) | (137,487 | ) | ||||
| ZTO Express Cayman, Inc. - ADR | (9,218 | ) | (182,885 | ) | ||||
| (553,928 | ) | |||||||
| TOTAL COMMON STOCKS (Proceeds $26,436,721) | (24,821,654 | ) | ||||||
| REAL ESTATE INVESTMENT TRUSTS - COMMON - (0.2)% | ||||||||
| Alexandria Real Estate Equities, Inc. | (1,315 | ) | (121,651 | ) | ||||
| TOTAL REAL ESTATE INVESTMENT TRUSTS - COMMON (Proceeds $148,881) | (121,651 | ) | ||||||
| TOTAL SECURITIES SOLD SHORT - (51.2)% (Proceeds $26,585,602) | $ | (24,943,305 | ) |
Percentages are stated as a percent of net assets.
| The accompanying notes are an integral part of these financial statements. | 11 |
| Statement of Assets and Liabilities | Even Herd Long Short ETF |
March 31, 2025
| ASSETS: | ||||
| Investments, at value (Note 2) | $ | 55,145,205 | ||
| Deposit at broker for securities sold short | 17,909,009 | |||
| Receivable for investments sold | 1,158,826 | |||
| Interest receivable | 79,756 | |||
| Cash | 64,866 | |||
| Dividends receivable | 24,487 | |||
| Dividend tax reclaims receivable | 453 | |||
| Total assets | 74,382,602 | |||
| LIABILITIES: | ||||
| Securities sold short, at value | 24,943,305 | |||
| Payable for investments purchased | 674,609 | |||
| Payable to adviser (Note 4) | 47,962 | |||
| Dividends payable | 24,666 | |||
| Interest payable | 5,403 | |||
| Total liabilities | 25,695,945 | |||
| NET ASSETS | $ | 48,686,657 | ||
| NET ASSETS CONSISTS OF: | ||||
| Paid-in capital | $ | 49,305,322 | ||
| Total accumulated losses | (618,665 | ) | ||
| Total net assets | $ | 48,686,657 | ||
| Net assets | $ | 48,686,657 | ||
| Shares issued and outstanding(a) | 2,420,000 | |||
| Net asset value per share | $ | 20.12 | ||
| COST: | ||||
| Investments, at cost | $ | 52,763,249 | ||
| PROCEEDS: | (26,585,602 | ) | ||
| Securities sold short proceeds | $ | 26,585,602 | ||
| (a) | Unlimited shares authorized without par value. |
| The accompanying notes are an integral part of these financial statements. | 12 |
| Statement of Operations | Even Herd Long Short ETF |
For the Year Ended March 31, 2025(a)
| INVESTMENT INCOME: | ||||
| Dividend income | $ | 491,808 | ||
| Less: Dividend withholding taxes | (5,642 | ) | ||
| Less: Issuance fees | (5,970 | ) | ||
| Interest income | 855,022 | |||
| Total investment income | 1,335,218 | |||
| EXPENSES: | ||||
| Investment advisory fee (Note 4) | 562,650 | |||
| Interest expense | 384,269 | |||
| Dividends expenses | 326,813 | |||
| Total expenses | 1,273,732 | |||
| NET INVESTMENT INCOME | 61,486 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) | 83,068 | |||
| Net realized gain (loss) from: | (3,941,185 | ) | ||
| Investments | (2,157,045 | ) | ||
| Securities sold short | (1,784,140 | ) | ||
| Net realized gain (loss) | (3,941,185 | ) | ||
| Net change in unrealized appreciation (depreciation) on: | 4,024,253 | |||
| Investments | 2,381,956 | |||
| Securities sold short | 1,642,297 | |||
| Net change in unrealized appreciation (depreciation) | 4,024,253 | |||
| Net realized and unrealized gain (loss) | 83,068 | |||
| NET INCREASE (DECREASE) IN NET | ||||
| ASSETS RESULTING FROM OPERATIONS | $ | 144,554 | ||
(a) Inception date of the Fund was April 1, 2024.
| The accompanying notes are an integral part of these financial statements. | 13 |
| Statement of Changes in Net Assets | Even Herd Long Short ETF |
|
Year ended March 31, 2025(a) |
||||
| OPERATIONS: | ||||
| Net investment income (loss) | $ | 61,486 | ||
| Net realized gain (loss) | (3,941,185 | ) | ||
| Net change in unrealized appreciation (depreciation) | 4,024,253 | |||
| Net increase (decrease) in net assets from operations | 144,554 | |||
| DISTRIBUTIONS TO SHAREHOLDERS: | ||||
| From earnings | (539,211 | ) | ||
| Total distributions to shareholders | (539,211 | ) | ||
| CAPITAL TRANSACTIONS: | ||||
| Subscriptions | 51,019,630 | |||
| Redemptions | (1,950,108 | ) | ||
| ETF transaction fees (Note 8) | 11,792 | |||
| Net increase (decrease) in net assets from capital transactions | 49,081,314 | |||
| NET INCREASE (DECREASE) IN NET ASSETS | 48,686,657 | |||
| NET ASSETS: | ||||
| Beginning of the period | — | |||
| End of the period | $ | 48,686,657 | ||
| SHARES TRANSACTIONS | ||||
| Subscriptions | 2,510,000 | |||
| Redemptions | (90,000 | ) | ||
| Total increase (decrease) in shares outstanding | 2,420,000 | |||
| (a) | Inception date of the Fund was April 1, 2024. |
| The accompanying notes are an integral part of these financial statements. | 14 |
| Financial Highlights | Even Herd Long Short ETF |
For a share outstanding throughout the year presented
| Year
ended March 31, 2025(a) | ||
| PER SHARE DATA: | ||
| Net asset value, beginning of period | $20.00 | |
| INVESTMENT OPERATIONS: | ||
| Net investment income(b) | 0.03 | |
| Net realized and unrealized gain (loss) on investments(c) | 0.31 | |
| Total from investment operations | 0.34 | |
| LESS DISTRIBUTIONS FROM: | (0.23) | |
| Net investment income | (0.23) | |
| Total distributions | (0.23) | |
| ETF transaction fees per share | 0.01 | |
| Net asset value, end of period | $20.12 | |
| TOTAL RETURN(d) | 1.60% | |
| SUPPLEMENTAL DATA AND RATIOS: | ||
| Net assets, end of period (in thousands) | $48,687 | |
| Ratio of expenses to average net assets(e) | 2.60% | |
| Ratio of dividends and interest expense on securities sold short to average net assets(e) | 1.45% | |
| Ratio of operational expenses to average net assets excluding dividends and interest expense on securities sold short(e) | 1.15% | |
| Ratio of net investment income (loss) to average net assets(e) | 0.13% | |
| Portfolio turnover rate(d)(f) | 423% |
| (a) | Inception date of the Fund was April 1, 2024. |
| (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 year, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the year. |
| (d) | Not annualized for periods less than one year. |
| (e) | Annualized for periods less than one year. |
| (f) | Portfolio turnover rate excludes in-kind and securities sold short transactions. |
| The accompanying notes are an integral part of these financial statements. | 15 |
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
| NOTE 1 – ORGANIZATION |
The Even Herd Long Short ETF (the “Fund”) is a 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 (“Tidal” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund. Even Herd, LLC (the “Sub-Adviser”) serves as investment sub-adviser 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 commenced operations on April 1, 2024. 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, which may include Real Estate Investment Trusts (“REITs”), and closed-end funds, 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 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. |
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.
16
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
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 March 31, 2025:
| Assets: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Investments: | ||||||||||||||||
| Common Stocks | $ | 46,717,803 | $ | — | $ | — | $ | 46,717,803 | ||||||||
| Real Estate Investment Trusts - Common | 1,608,181 | — | — | 1,608,181 | ||||||||||||
| Closed-End Funds | 379,839 | — | — | 379,839 | ||||||||||||
| Money Market Funds | 6,439,382 | — | — | 6,439,382 | ||||||||||||
| Total Investments | $ | 55,145,205 | $ | — | $ | — | $ | 55,145,205 | ||||||||
| Liabilities: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Investments: | ||||||||||||||||
| Common Stocks | $ | (24,821,654 | ) | $ | — | $ | — | $ | (24,821,654 | ) | ||||||
| Real Estate Investment Trusts - Common | (121,651 | ) | — | — | (121,651 | ) | ||||||||||
| Total Investments | $ | (24,943,305 | ) | $ | — | $ | — | $ | (24,943,305 | ) | ||||||
Refer to the Schedule of Investments and Schedule of Securities Sold Short 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 (“RIC”), the Fund intends to declare as dividends in each calendar year at least 98% 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 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. Tax expense is disclosed in the Statement of Operations, if applicable.
As of March 31, 2025, 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. 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.
| 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/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income and expense is recorded |
17
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
on the ex-dividend date. Dividends received from REITs generally are comprised of ordinary income, capital gains, and may include return of capital. Interest 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. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid at least annually. Distributions are recorded on the ex-dividend date. |
| E. | 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 amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
| F. | Share Valuation. The NAV per Share 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. Fund shares will not be priced on the days on which the NASDAQ is closed for trading. |
| G. | 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. |
| H. | 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 are primarily due to adjustments for redemptions in-kind, return of capital and partnerships. These reclassifications have no effect on net assets or NAV per share. For the year ended March 31, 2025, the following reclassification adjustments were made: |
| Paid-In Capital | Total
Distributable Earnings |
| $224,008 | $(224,008) |
During the year ended March 31, 2025, the Fund realized $237,272 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 total distributable earnings to paid-in capital.
| 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 security 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. |
| K. | Short Sales. The Fund engages in short sales as part of its principal investment strategy. The Sub-Adviser employs a proprietary algorithm to identify equity securities exhibiting downward momentum and takes short positions in those securities. The Fund’s short exposure will generally range from 10 percent to 60 percent of its assets, and its net equity exposure, defined as the value of its long positions minus its short positions, will generally range from 40 percent to 90 percent net long. A short sale involves the sale of a security that is borrowed from a broker or other institution to complete the sale. The Fund may engage in short sales with respect to securities it owns, as well as securities that it does not own. Short sales expose the Fund to the risk that it will be required to acquire, convert or exchange securities to replace the borrowed security (also known as “covering” the short position) at a time when the security sold short has appreciated in value, thus resulting in a loss to the Fund. The Fund’s investment performance may also suffer if the Fund is required to close out a short position earlier than it had intended. The Fund must segregate assets determined to be liquid in accordance with procedures established by the Board, or otherwise cover its positions in a permissible manner. The Fund will be required to pledge its liquid assets to the broker to secure its performance on short sales. As a result, the assets pledged may not be available to meet the Fund’s needs for immediate cash or other liquidity. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Fund’s open short positions. These types of short sales expenses are sometimes referred to as the “negative cost of carry,” and will tend to cause the Fund to lose |
18
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
money on a short sale even in instances where the price of the security sold short does not change over the duration of the short sale. Dividend expenses on securities sold short will be borne by the shareholders of the Fund.
| NOTE 3 – PRINCIPAL INVESTMENT RISKS |
Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.
Short Sale Risks. The Fund will suffer a loss if it sells a security short and the value of the security rises rather than falls. It is possible that the Fund’s long positions will decline in value at the same time that the value of its short positions increase, thereby increasing potential losses to the Fund. Short sales expose the Fund to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Fund. In addition, the Fund may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing, which may negatively impact performance. Short positions introduce more risk to the Fund than long positions (purchases) because the maximum sustainable loss on a security purchased (held long) is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities sold short have unlimited risk.
Momentum Investing Risk. Securities that have previously exhibited price momentum may be more volatile than a broad cross-section of securities and their returns may be less than the returns of the overall stock market or other styles of investing. High momentum may also be a sign that the securities’ prices have peaked. Momentum can turn quickly and cause significant variation from other types of investments. The Fund may experience significant losses if momentum stops, turns or otherwise behaves differently than predicted.
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 the above principal risks, as well as other 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 Investment Risks.”
| NOTE 4 – 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 oversight 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, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser, the investment sub-adviser to the Fund, and review of the Sub-Adviser’s performance.
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 1.15%. 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”) and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the year ended March 31, 2025 are disclosed in the Statement of Operations.
The Sub -Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub -Advisory Agreement, the Sub-Adviser 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
19
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.05% of the Fund’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed to assume the Adviser’s obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for the Fund’s expenses, the Adviser has agreed to pay the Sub -Adviser the profits, if any, generated by the Fund’s Investment Advisory Fees, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
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. As compensation for the services it provides, the Tidal receives a fee based on the Fund’s average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.
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 the 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 5 – SEGMENT REPORTING |
In accordance with the FASB Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated its business activities and determined that it operates as a single reportable segment.
The Fund’s investment activities are managed by the Adviser, which serves as the Chief Operating Decision Maker (“CODM”). The Adviser is responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments, the Adviser evaluates the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.
The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated to specific segments or business lines.
Management has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
| NOTE 6 – PURCHASES AND SALES OF SECURITIES |
For the year ended March 31, 2025, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, securities sold short, U.S. government securities, and in-kind transactions were $222,680,489 and $217,715,382, respectively.
For the year ended March 31, 2025, there were no purchases or sales of long-term U.S. government securities.
20
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
For the year ended March 31, 2025, in-kind transactions associated with creations and redemptions for the Fund were $45,521,794 and $1,947,270, respectively.
| NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the year ended March 31, 2025 were as follows:
| Distributions paid from: | March 31, 2025 | |||
| Ordinary Income | $ | 539,211 | ||
As of the fiscal year ended March 31, 2025, the components of accumulated losses on a tax basis were as follows:
| Investments, at cost(a) | $ | 26,471,916 | ||
| Gross tax unrealized appreciation | 6,783,017 | |||
| Gross tax unrealized depreciation | (3,053,033 | ) | ||
| Net tax unrealized appreciation (depreciation) | 3,729,984 | |||
| Undistributed ordinary income (loss) | — | |||
| Undistributed long-term capital gain (loss) | — | |||
| Other accumulated gain (loss) | (4,348,649 | ) | ||
| Total accumulated losses | $ | (618,665 | ) |
(a) The differences between book and tax-basis unrealized appreciation were attributable primarily to the treatment of wash sales and PFIC mark-to-market adjustments.
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 most recent fiscal year ended March 31, 2025, the Fund had not elected to defer any post-October and had elected to defer $254,850 of late-year losses.
As of the most recent fiscal year ended March 31, 2025, the Fund had a short-term capital loss carryover of $4,093,799, which does not expire.
| NOTE 8 – SHARES TRANSACTIONS |
Shares of the Fund are listed and traded on the NASDAQ. 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 $500, 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 and Redemption Units of up to a maximum of
21
| Notes to the Financial Statements | Even Herd Long Short ETF |
March 31, 2025
2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees are imposed to compensate the Fund for transaction costs associated with the cash transactions. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statement 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.
| NOTE 9 – RECENT MARKET EVENTS |
U.S. and 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 uncertainty regarding inflation and central banks’ interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. 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, 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 recognized or disclosed in the Fund’s financial statements.
22
| Report of Independent | Even Herd Long Short ETF |
| Registered Public Accounting Firm |
March 31, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of Even Herd Long Short 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 schedules of investments and securities sold short, of Even Herd Long Short ETF (the “Fund”), a series of Tidal Trust II, as of March 31, 2025, the related statements of operations and changes in net assets and the financial highlights for the year then ended, 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 March 31, 2025, the results of its operations, the changes in net assets, and the financial highlights for the year then ended, 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 audit. 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 audit 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 audit 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 March 31, 2025, by correspondence with the custodian and brokers. Our audit 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 audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more of Tidal Investment LLC investment companies since 2020.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
May 29, 2025
23
| Other Non-Audited Information | Even Herd Long Short ETF |
March 31, 2025
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the year ended March 31, 2025, 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 were as follows:
| Even Herd Long Short ETF | 64.71% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended March 31, 2025, were as follows:
| Even Herd Long Short ETF | 36.25% |
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the year ended March 31, 2025, were as follows:
| Even Herd Long Short ETF | 0.00% |
24
| (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 Fund’s accountants.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by the report.
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.
(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.
(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 | June 9, 2025 |
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 | June 9, 2025 |
| By (Signature and Title)* | /s/ Aaron J. Perkovich | |
| Aaron J. Perkovich, Treasurer/Principal Financial Officer | ||
| Date | June 9, 2025 |
* Print the name and title of each signing officer under his or her signature.