[N-CSR] Tidal Trust II Defiance Nasdaq 100 Enhanced Options & 0DTE Income ETF Certified Shareholder Report
Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is offering “Worst-of” SPX & MID Jump Securities due July 28, 2028. The $1,000-denominated structured notes combine an auto-call after one year with leveraged upside and contingent downside protection.
- Underliers: S&P 500 Index (SPX) and S&P MidCap 400 Index (MID). The worst performer drives all payouts.
- Automatic early redemption: If on the first determination date (Jul 29 2026) each index closes at or above its initial level (100 % call threshold), holders receive an early redemption payment of $1,153.50 (≈15.35 % return) and the note terminates.
- Upside at maturity: If not called, the note pays 125 % of any positive worst-of index return; example: +40 % index rise pays $1,500.
- Downside: Principal is protected only down to the 70 % downside threshold. A decline beyond –30 % produces a 1-for-1 loss on the entire decline (e.g., –31 % worst-of level pays $690; –100 % pays $0).
- Key dates: Pricing Jul 25 2025, Maturity Jul 28 2028. CUSIP 61778NJN2.
- Estimated value: $975.60 (within ±$45) versus $1,000 issue price, reflecting issuer spread and hedging costs.
Risk highlights (from the filing): no periodic interest, no principal guarantee, credit exposure to Morgan Stanley, potential illiquidity (no exchange listing), model-based valuation, worst-of structure amplifies downside, tax treatment uncertain.
Morgan Stanley Finance LLC, garantita da Morgan Stanley, offre le “Worst-of” SPX & MID Jump Securities con scadenza il 28 luglio 2028. Queste note strutturate denominate $1.000 combinano un auto-rimborso dopo un anno con un potenziale rialzo amplificato e una protezione condizionata al ribasso.
- Sottostanti: Indice S&P 500 (SPX) e Indice S&P MidCap 400 (MID). Il rendimento è determinato dal peggior indice tra i due.
- Rimborso anticipato automatico: Se alla prima data di determinazione (29 luglio 2026) entrambi gli indici chiudono al livello iniziale o superiore (soglia di rimborso al 100%), gli investitori ricevono un pagamento anticipato di $1.153,50 (circa 15,35% di rendimento) e la nota si estingue.
- Potenziale rialzo a scadenza: Se non viene rimborsata anticipatamente, la nota paga il 125% del rendimento positivo del peggior indice; esempio: un aumento del 40% dell’indice comporta un pagamento di $1.500.
- Rischio al ribasso: Il capitale è protetto solo fino a una perdita del 30% (soglia al 70%). Un calo oltre il 30% comporta una perdita diretta pari al ribasso (es. -31% paga $690; -100% paga $0).
- Date chiave: Prezzo di emissione 25 luglio 2025, scadenza 28 luglio 2028. CUSIP 61778NJN2.
- Valore stimato: $975,60 (con una variazione di ±$45) rispetto al prezzo di emissione di $1.000, riflettendo lo spread dell’emittente e i costi di copertura.
Rischi principali (dal documento ufficiale): nessun interesse periodico, nessuna garanzia del capitale, esposizione creditizia a Morgan Stanley, possibile illiquidità (assenza di quotazione in borsa), valutazione basata su modelli, struttura worst-of che amplifica il rischio al ribasso, trattamento fiscale incerto.
Morgan Stanley Finance LLC, garantizada por Morgan Stanley, ofrece los “Worst-of” SPX & MID Jump Securities con vencimiento el 28 de julio de 2028. Estos bonos estructurados denominados en $1,000 combinan un auto-reembolso después de un año con potencial de ganancia apalancada y protección condicional a la baja.
- Subyacentes: Índice S&P 500 (SPX) e Índice S&P MidCap 400 (MID). El peor desempeño determina todos los pagos.
- Redención anticipada automática: Si en la primera fecha de determinación (29 de julio de 2026) ambos índices cierran en o por encima de su nivel inicial (umbral de llamada del 100%), los tenedores reciben un pago anticipado de $1,153.50 (≈15.35% de retorno) y el bono termina.
- Ganancia al vencimiento: Si no se llama anticipadamente, el bono paga el 125% del rendimiento positivo del peor índice; ejemplo: un aumento del 40% paga $1,500.
- Riesgo a la baja: El principal está protegido solo hasta un umbral de caída del 70%. Una caída mayor al 30% genera una pérdida directa 1 a 1 (ej. -31% paga $690; -100% paga $0).
- Fechas clave: Precio 25 de julio de 2025, vencimiento 28 de julio de 2028. CUSIP 61778NJN2.
- Valor estimado: $975.60 (±$45) respecto al precio de emisión de $1,000, reflejando el spread del emisor y costos de cobertura.
Aspectos de riesgo (según el documento): sin intereses periódicos, sin garantía de principal, exposición crediticia a Morgan Stanley, posible iliquidez (sin cotización en bolsa), valoración basada en modelos, la estructura worst-of amplifica el riesgo a la baja, tratamiento fiscal incierto.
Morgan Stanley Finance LLC는 Morgan Stanley가 보증하며, 2028년 7월 28일 만기인 “Worst-of” SPX & MID Jump Securities를 제공합니다. $1,000 단위의 이 구조화 노트는 1년 후 자동 상환과 레버리지 상승 및 조건부 하락 보호를 결합합니다.
- 기초자산: S&P 500 지수(SPX)와 S&P MidCap 400 지수(MID). 두 지수 중 성과가 더 나쁜 쪽이 모든 지급을 결정합니다.
- 자동 조기 상환: 첫 번째 결정일(2026년 7월 29일)에 두 지수가 모두 초기 수준 이상(100% 콜 기준)을 기록하면 보유자는 조기 상환금 $1,153.50(약 15.35% 수익)을 받고 노트가 종료됩니다.
- 만기 시 상승: 조기 상환되지 않을 경우, 노트는 최저 지수 수익률의 125%를 지급합니다; 예: 지수가 40% 상승하면 $1,500 지급.
- 하락 위험: 원금은 70% 하락 한도까지 보호됩니다. -30% 이상 하락 시 전체 하락폭만큼 1대1 손실 발생 (예: -31% 시 $690 지급; -100% 시 $0 지급).
- 주요 일정: 가격 결정일 2025년 7월 25일, 만기 2028년 7월 28일. CUSIP 61778NJN2.
- 추정 가치: 발행가 $1,000 대비 $975.60 (±$45), 발행자 스프레드 및 헤지 비용 반영.
위험 요약 (공식 문서 발췌): 정기 이자 없음, 원금 보장 없음, Morgan Stanley 신용 위험, 유동성 부족 가능성(거래소 미상장), 모델 기반 평가, worst-of 구조로 하락 위험 증폭, 세금 처리 불확실.
Morgan Stanley Finance LLC, garantie par Morgan Stanley, propose les “Worst-of” SPX & MID Jump Securities arrivant à échéance le 28 juillet 2028. Ces notes structurées libellées en 1 000 $ combinent un auto-remboursement après un an avec un potentiel de hausse à effet de levier et une protection conditionnelle à la baisse.
- Sous-jacents : Indice S&P 500 (SPX) et Indice S&P MidCap 400 (MID). Le plus mauvais performeur détermine tous les paiements.
- Remboursement anticipé automatique : Si à la première date de constatation (29 juillet 2026) chaque indice clôture à son niveau initial ou au-dessus (seuil d’appel à 100 %), les détenteurs reçoivent un paiement anticipé de 1 153,50 $ (≈15,35 % de rendement) et la note prend fin.
- Potentiel de hausse à l’échéance : Si la note n’est pas remboursée, elle verse 125 % de la performance positive du plus mauvais indice ; exemple : une hausse de 40 % de l’indice paie 1 500 $.
- Risque à la baisse : Le capital est protégé uniquement jusqu’au seuil de baisse de 70 %. Une baisse au-delà de –30 % entraîne une perte linéaire sur toute la baisse (exemple : –31 % paie 690 $ ; –100 % paie 0 $).
- Dates clés : Prix fixé le 25 juillet 2025, échéance le 28 juillet 2028. CUSIP 61778NJN2.
- Valeur estimée : 975,60 $ (±45 $) par rapport au prix d’émission de 1 000 $, reflétant le spread de l’émetteur et les coûts de couverture.
Points clés de risque (selon le dossier) : pas d’intérêt périodique, pas de garantie du capital, exposition au crédit de Morgan Stanley, liquidité potentiellement faible (pas de cotation en bourse), valorisation basée sur un modèle, structure worst-of amplifiant le risque à la baisse, traitement fiscal incertain.
Morgan Stanley Finance LLC, garantiert von Morgan Stanley, bietet “Worst-of” SPX & MID Jump Securities mit Fälligkeit am 28. Juli 2028 an. Die strukturierten Notes mit einem Nennwert von 1.000 $ kombinieren einen automatischen Rückruf nach einem Jahr mit einem gehebelten Aufwärtspotenzial und bedingtem Abwärtsschutz.
- Basiswerte: S&P 500 Index (SPX) und S&P MidCap 400 Index (MID). Die schlechteste Performance bestimmt alle Auszahlungen.
- Automatische vorzeitige Rückzahlung: Wenn am ersten Feststellungstag (29. Juli 2026) beide Indizes auf oder über ihrem Anfangsniveau schließen (100 % Rückruf-Schwelle), erhalten die Inhaber eine vorzeitige Rückzahlung von 1.153,50 $ (ca. 15,35 % Rendite) und die Note endet.
- Aufwärtspotenzial bei Fälligkeit: Wird die Note nicht vorzeitig zurückgerufen, zahlt sie 125 % der positiven Rendite des schlechteren Index; Beispiel: Ein Anstieg von 40 % zahlt 1.500 $.
- Abwärtsrisiko: Das Kapital ist nur bis zur 70 % Abwärtsschwelle geschützt. Ein Rückgang über –30 % führt zu einem 1:1-Verlust auf den gesamten Rückgang (z.B. –31 % zahlt 690 $; –100 % zahlt 0 $).
- Wichtige Termine: Preisfeststellung am 25. Juli 2025, Fälligkeit am 28. Juli 2028. CUSIP 61778NJN2.
- Geschätzter Wert: 975,60 $ (±45 $) gegenüber dem Ausgabepreis von 1.000 $, unter Berücksichtigung des Emittenten-Spreads und der Absicherungskosten.
Risikohinweise (laut Prospekt): keine periodischen Zinsen, keine Kapitalgarantie, Kreditrisiko gegenüber Morgan Stanley, mögliche Illiquidität (keine Börsennotierung), modellbasierte Bewertung, Worst-of-Struktur verstärkt Abwärtsrisiken, unsichere steuerliche Behandlung.
- 15.35 % potential one-year return via automatic early redemption if both indices are flat or higher.
- 125 % leveraged participation in any positive worst-of index performance at maturity, with no stated cap.
- 30 % downside buffer offers contingent protection versus modest market pullbacks.
- No principal protection once worst-of index falls below 70 % of the initial level.
- Worst-of structure increases probability of loss relative to single-index notes.
- Credit and liquidity risk: unsecured obligation of Morgan Stanley, no exchange listing, dealer-driven secondary market.
- Initial price markup (estimated value $975.60) implies immediate economic dilution for investors.
- Uncertain tax treatment may create unexpected after-tax outcomes.
Insights
TL;DR A one-year 15.35 % auto-call with 125 % upside, but full principal risk below a 30 % drop and exposure to MS credit.
The note offers an attractive 15 % annualized coupon equivalent if both SPX and MID hold flat or rise over the next 12 months. Post call window, investors retain 125 % upside participation without cap, which is comparatively generous for worst-of structures. However, protection only extends to a modest 30 % buffer. Historical drawdowns of both indices exceed that level, making capital loss plausible in volatile markets. Estimated value (97.6 % of par) means a 2.4 % initial markup, typical but still a drag on secondary pricing. Given Morgan Stanley’s high investment-grade ratings, credit risk is moderate, yet not negligible during a multi-year term with no coupons. Overall, the product suits tactical, yield-seeking investors with a constructive but cautious equity outlook and willingness to assume tail risk.
TL;DR Downside exceeds upside beyond –30 %: worst-of design plus no listing equals high liquidity and market risk.
The worst-of mechanism multiplies correlation risk: even mild underperformance in one index negates gains in the other. Lack of interim coupons means negative carry until call/maturity. Secondary market will be dealer-driven, heightening bid-ask spreads. Tax treatment remains uncertain, potentially classifying payments as ordinary income. Investors must price systemic equity risk against a fixed 15 % potential reward in year one. In stressed markets, note value can decouple from underliers due to widening credit spreads and volatility hedging costs.
Morgan Stanley Finance LLC, garantita da Morgan Stanley, offre le “Worst-of” SPX & MID Jump Securities con scadenza il 28 luglio 2028. Queste note strutturate denominate $1.000 combinano un auto-rimborso dopo un anno con un potenziale rialzo amplificato e una protezione condizionata al ribasso.
- Sottostanti: Indice S&P 500 (SPX) e Indice S&P MidCap 400 (MID). Il rendimento è determinato dal peggior indice tra i due.
- Rimborso anticipato automatico: Se alla prima data di determinazione (29 luglio 2026) entrambi gli indici chiudono al livello iniziale o superiore (soglia di rimborso al 100%), gli investitori ricevono un pagamento anticipato di $1.153,50 (circa 15,35% di rendimento) e la nota si estingue.
- Potenziale rialzo a scadenza: Se non viene rimborsata anticipatamente, la nota paga il 125% del rendimento positivo del peggior indice; esempio: un aumento del 40% dell’indice comporta un pagamento di $1.500.
- Rischio al ribasso: Il capitale è protetto solo fino a una perdita del 30% (soglia al 70%). Un calo oltre il 30% comporta una perdita diretta pari al ribasso (es. -31% paga $690; -100% paga $0).
- Date chiave: Prezzo di emissione 25 luglio 2025, scadenza 28 luglio 2028. CUSIP 61778NJN2.
- Valore stimato: $975,60 (con una variazione di ±$45) rispetto al prezzo di emissione di $1.000, riflettendo lo spread dell’emittente e i costi di copertura.
Rischi principali (dal documento ufficiale): nessun interesse periodico, nessuna garanzia del capitale, esposizione creditizia a Morgan Stanley, possibile illiquidità (assenza di quotazione in borsa), valutazione basata su modelli, struttura worst-of che amplifica il rischio al ribasso, trattamento fiscale incerto.
Morgan Stanley Finance LLC, garantizada por Morgan Stanley, ofrece los “Worst-of” SPX & MID Jump Securities con vencimiento el 28 de julio de 2028. Estos bonos estructurados denominados en $1,000 combinan un auto-reembolso después de un año con potencial de ganancia apalancada y protección condicional a la baja.
- Subyacentes: Índice S&P 500 (SPX) e Índice S&P MidCap 400 (MID). El peor desempeño determina todos los pagos.
- Redención anticipada automática: Si en la primera fecha de determinación (29 de julio de 2026) ambos índices cierran en o por encima de su nivel inicial (umbral de llamada del 100%), los tenedores reciben un pago anticipado de $1,153.50 (≈15.35% de retorno) y el bono termina.
- Ganancia al vencimiento: Si no se llama anticipadamente, el bono paga el 125% del rendimiento positivo del peor índice; ejemplo: un aumento del 40% paga $1,500.
- Riesgo a la baja: El principal está protegido solo hasta un umbral de caída del 70%. Una caída mayor al 30% genera una pérdida directa 1 a 1 (ej. -31% paga $690; -100% paga $0).
- Fechas clave: Precio 25 de julio de 2025, vencimiento 28 de julio de 2028. CUSIP 61778NJN2.
- Valor estimado: $975.60 (±$45) respecto al precio de emisión de $1,000, reflejando el spread del emisor y costos de cobertura.
Aspectos de riesgo (según el documento): sin intereses periódicos, sin garantía de principal, exposición crediticia a Morgan Stanley, posible iliquidez (sin cotización en bolsa), valoración basada en modelos, la estructura worst-of amplifica el riesgo a la baja, tratamiento fiscal incierto.
Morgan Stanley Finance LLC는 Morgan Stanley가 보증하며, 2028년 7월 28일 만기인 “Worst-of” SPX & MID Jump Securities를 제공합니다. $1,000 단위의 이 구조화 노트는 1년 후 자동 상환과 레버리지 상승 및 조건부 하락 보호를 결합합니다.
- 기초자산: S&P 500 지수(SPX)와 S&P MidCap 400 지수(MID). 두 지수 중 성과가 더 나쁜 쪽이 모든 지급을 결정합니다.
- 자동 조기 상환: 첫 번째 결정일(2026년 7월 29일)에 두 지수가 모두 초기 수준 이상(100% 콜 기준)을 기록하면 보유자는 조기 상환금 $1,153.50(약 15.35% 수익)을 받고 노트가 종료됩니다.
- 만기 시 상승: 조기 상환되지 않을 경우, 노트는 최저 지수 수익률의 125%를 지급합니다; 예: 지수가 40% 상승하면 $1,500 지급.
- 하락 위험: 원금은 70% 하락 한도까지 보호됩니다. -30% 이상 하락 시 전체 하락폭만큼 1대1 손실 발생 (예: -31% 시 $690 지급; -100% 시 $0 지급).
- 주요 일정: 가격 결정일 2025년 7월 25일, 만기 2028년 7월 28일. CUSIP 61778NJN2.
- 추정 가치: 발행가 $1,000 대비 $975.60 (±$45), 발행자 스프레드 및 헤지 비용 반영.
위험 요약 (공식 문서 발췌): 정기 이자 없음, 원금 보장 없음, Morgan Stanley 신용 위험, 유동성 부족 가능성(거래소 미상장), 모델 기반 평가, worst-of 구조로 하락 위험 증폭, 세금 처리 불확실.
Morgan Stanley Finance LLC, garantie par Morgan Stanley, propose les “Worst-of” SPX & MID Jump Securities arrivant à échéance le 28 juillet 2028. Ces notes structurées libellées en 1 000 $ combinent un auto-remboursement après un an avec un potentiel de hausse à effet de levier et une protection conditionnelle à la baisse.
- Sous-jacents : Indice S&P 500 (SPX) et Indice S&P MidCap 400 (MID). Le plus mauvais performeur détermine tous les paiements.
- Remboursement anticipé automatique : Si à la première date de constatation (29 juillet 2026) chaque indice clôture à son niveau initial ou au-dessus (seuil d’appel à 100 %), les détenteurs reçoivent un paiement anticipé de 1 153,50 $ (≈15,35 % de rendement) et la note prend fin.
- Potentiel de hausse à l’échéance : Si la note n’est pas remboursée, elle verse 125 % de la performance positive du plus mauvais indice ; exemple : une hausse de 40 % de l’indice paie 1 500 $.
- Risque à la baisse : Le capital est protégé uniquement jusqu’au seuil de baisse de 70 %. Une baisse au-delà de –30 % entraîne une perte linéaire sur toute la baisse (exemple : –31 % paie 690 $ ; –100 % paie 0 $).
- Dates clés : Prix fixé le 25 juillet 2025, échéance le 28 juillet 2028. CUSIP 61778NJN2.
- Valeur estimée : 975,60 $ (±45 $) par rapport au prix d’émission de 1 000 $, reflétant le spread de l’émetteur et les coûts de couverture.
Points clés de risque (selon le dossier) : pas d’intérêt périodique, pas de garantie du capital, exposition au crédit de Morgan Stanley, liquidité potentiellement faible (pas de cotation en bourse), valorisation basée sur un modèle, structure worst-of amplifiant le risque à la baisse, traitement fiscal incertain.
Morgan Stanley Finance LLC, garantiert von Morgan Stanley, bietet “Worst-of” SPX & MID Jump Securities mit Fälligkeit am 28. Juli 2028 an. Die strukturierten Notes mit einem Nennwert von 1.000 $ kombinieren einen automatischen Rückruf nach einem Jahr mit einem gehebelten Aufwärtspotenzial und bedingtem Abwärtsschutz.
- Basiswerte: S&P 500 Index (SPX) und S&P MidCap 400 Index (MID). Die schlechteste Performance bestimmt alle Auszahlungen.
- Automatische vorzeitige Rückzahlung: Wenn am ersten Feststellungstag (29. Juli 2026) beide Indizes auf oder über ihrem Anfangsniveau schließen (100 % Rückruf-Schwelle), erhalten die Inhaber eine vorzeitige Rückzahlung von 1.153,50 $ (ca. 15,35 % Rendite) und die Note endet.
- Aufwärtspotenzial bei Fälligkeit: Wird die Note nicht vorzeitig zurückgerufen, zahlt sie 125 % der positiven Rendite des schlechteren Index; Beispiel: Ein Anstieg von 40 % zahlt 1.500 $.
- Abwärtsrisiko: Das Kapital ist nur bis zur 70 % Abwärtsschwelle geschützt. Ein Rückgang über –30 % führt zu einem 1:1-Verlust auf den gesamten Rückgang (z.B. –31 % zahlt 690 $; –100 % zahlt 0 $).
- Wichtige Termine: Preisfeststellung am 25. Juli 2025, Fälligkeit am 28. Juli 2028. CUSIP 61778NJN2.
- Geschätzter Wert: 975,60 $ (±45 $) gegenüber dem Ausgabepreis von 1.000 $, unter Berücksichtigung des Emittenten-Spreads und der Absicherungskosten.
Risikohinweise (laut Prospekt): keine periodischen Zinsen, keine Kapitalgarantie, Kreditrisiko gegenüber Morgan Stanley, mögliche Illiquidität (keine Börsennotierung), modellbasierte Bewertung, Worst-of-Struktur verstärkt Abwärtsrisiken, unsichere steuerliche Behandlung.
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: April 30
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.
Roundhill Generative AI & Technology ETF
| FYE 4/30/2025 | FYE 4/30/2024 | |
| ( a ) Audit Fees | $13,000 | $11,000 |
| ( 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:
| Non-Audit Related Fees | FYE 4/30/2025 | FYE 4/30/2024 |
| 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 4/30/2025 | FYE 4/30/2024 |
| 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
April 30, 2025
Tidal Trust II
| Roundhill Generative AI & Technology ETF | | CHAT | NYSE Arca, Inc. |
Roundhill Generative AI & Technology 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 | Roundhill Generative AI & Technology ETF |
| April 30, 2025 |
| COMMON STOCKS - 99.9% | Shares | Value | ||||||
| Computers - 10.2% | ||||||||
| Apple, Inc. | 32,725 | $ | 6,954,063 | |||||
| Dell Technologies, Inc. - Class C | 90,282 | 8,284,276 | ||||||
| Hewlett Packard Enterprise Co. | 361,047 | 5,856,182 | ||||||
| Quanta Computer, Inc. | 403,719 | 3,010,568 | ||||||
| 24,105,089 | ||||||||
| Internet - 19.6% | ||||||||
| Alibaba Group Holding Ltd. | 454,877 | 6,892,342 | ||||||
| Alphabet, Inc. - Class A | 87,522 | 13,898,494 | ||||||
| Amazon.com, Inc. (a) | 33,041 | 6,093,421 | ||||||
| Baidu, Inc. - Class A (a) | 262,818 | 2,929,916 | ||||||
| Meta Platforms, Inc. - Class A | 14,231 | 7,812,819 | ||||||
| Tencent Holdings Ltd. | 139,158 | 8,563,348 | ||||||
| 46,190,340 | ||||||||
| Semiconductors - 33.0%(b) | ||||||||
| Advanced Micro Devices, Inc. (a) | 62,398 | 6,074,445 | ||||||
| ARM Holdings PLC - ADR (a) | 79,524 | 9,069,712 | ||||||
| Astera Labs, Inc. (a) | 101,720 | 6,643,333 | ||||||
| Broadcom, Inc. | 42,709 | 8,220,201 | ||||||
| Marvell Technology, Inc. | 136,453 | 7,964,762 | ||||||
| Micron Technology, Inc. | 38,099 | 2,931,718 | ||||||
| NVIDIA Corp. | 183,686 | 20,007,079 | ||||||
| QUALCOMM, Inc. | 25,803 | 3,830,714 | ||||||
| SK Hynix, Inc. | 54,598 | 6,817,548 | ||||||
| Taiwan Semiconductor Manufacturing Co. Ltd. | 215,110 | 6,106,991 | ||||||
| 77,666,503 | ||||||||
| Software - 30.1%(b) | ||||||||
| Coreweave, Inc. - Class A (a) | 170,735 | 7,051,355 | ||||||
| Iflytek Co. Ltd. - Class A | 915,574 | 5,916,160 | ||||||
| Microsoft Corp. | 23,638 | 9,343,156 | ||||||
| Nebius Group NV - Class A (a) | 195,119 | 4,435,055 | ||||||
| Oracle Corp. | 61,128 | 8,601,932 | ||||||
| Palantir Technologies, Inc. - Class A (a) | 105,528 | 12,498,736 | ||||||
| Salesforce, Inc. | 20,097 | 5,400,265 | ||||||
| SenseTime Group, Inc. - Class B (a)(c) | 30,919,403 | 5,980,774 | ||||||
| ServiceNow, Inc. (a) | 6,726 | 6,423,397 | ||||||
| Snowflake, Inc. - Class A (a) | 32,779 | 5,227,923 | ||||||
| 70,878,753 | ||||||||
| Telecommunications - 7.0% | ||||||||
| Arista Networks, Inc. (a) | 99,336 | 8,172,373 | ||||||
| Sakura Internet, Inc. | 58,489 | 1,357,253 | ||||||
| SoftBank Group Corp. | 138,131 | 6,937,538 | ||||||
| 16,467,164 | ||||||||
| TOTAL COMMON STOCKS (Cost $223,207,836) | 235,307,849 | |||||||
| SHORT-TERM INVESTMENTS - 0.1% | ||||||||
| Money Market Funds - 0.1% | ||||||||
| First American Government Obligations Fund - Class X, 4.25% (d) | 349,441 | 349,441 | ||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $349,441) | 349,441 | |||||||
| TOTAL INVESTMENTS - 100.0% (Cost $223,557,277) | 235,657,290 | |||||||
| Liabilities in Excess of Other Assets - (0.0)% (e) | (73,120 | ) | ||||||
| TOTAL NET ASSETS - 100.0% | $ | 235,584,170 | ||||||
| The accompanying notes are an integral part of these financial statements. | 1 |
| Schedule of Investments | Roundhill Generative AI & Technology ETF |
| April 30, 2025 |
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
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) | Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may only be resold in transactions exempt from registration to qualified institutional investors. As of April 30, 2025, the value of these securities total $5,980,774 or 2.5% of the Fund’s net assets. |
| (d) | The rate shown represents the 7-day annualized effective yield as of April 30, 2025. |
| (e) | 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 | Roundhill Generative AI & Technology ETF |
| April 30, 2025 |
| ASSETS: | ||||
| Investments, at value (Note 2) | $ | 235,657,290 | ||
| Dividends receivable | 64,162 | |||
| Interest receivable | 1,875 | |||
| Dividend tax reclaims receivable | 1,054 | |||
| Total assets | 235,724,381 | |||
| LIABILITIES: | ||||
| Payable to adviser (Note 4) | 139,777 | |||
| Payable to custodian foreign currency, at value | 434 | |||
| Total liabilities | 140,211 | |||
| NET ASSETS | $ | 235,584,170 | ||
| NET ASSETS CONSISTS OF: | ||||
| Paid-in capital | $ | 244,576,896 | ||
| Total distributable earnings | (8,992,726 | ) | ||
| Total net assets | $ | 235,584,170 | ||
| Net assets | $ | 235,584,170 | ||
| Shares issued and outstanding(a) | 6,575,000 | |||
| Net asset value per share | $ | 35.83 | ||
| COST: | ||||
| Investments, at cost | $ | 223,557,277 | ||
| PROCEEDS: | ||||
| Foreign currency, at cost | $ | 413 | ||
| (a) | Unlimited shares authorized without par value. |
| The accompanying notes are an integral part of these financial statements. | 3 |
| Statement of Operations | Roundhill Generative AI & Technology ETF |
| For the Year Ended April 30, 2025 |
| INVESTMENT INCOME: | ||||
| Dividend income | $ | 1,303,549 | ||
| Less: Dividend withholding taxes | (75,583 | ) | ||
| Less: Issuance fees | (933 | ) | ||
| Interest income | 45,129 | |||
| Total investment income | 1,272,162 | |||
| EXPENSES: | ||||
| Investment advisory fee (Note 4) | 1,606,000 | |||
| Total expenses | 1,606,000 | |||
| NET INVESTMENT LOSS | (333,838 | ) | ||
| REALIZED AND UNREALIZED GAIN | ||||
| (LOSS) | ||||
| Net realized gain (loss) from: | ||||
| Investments | (4,467,892 | ) | ||
| Foreign currency transactions | (237,966 | ) | ||
| Net realized gain (loss) | (4,705,858 | ) | ||
| Net change in unrealized appreciation | ||||
| (depreciation) on: | ||||
| Investments | 3,765,372 | |||
| Foreign currency translation | 1,001 | |||
| Net change in unrealized appreciation | ||||
| (depreciation) | 3,766,373 | |||
| Net realized and unrealized gain (loss) | (939,485 | ) | ||
| NET INCREASE (DECREASE) IN NET | ||||
| ASSETS RESULTING FROM OPERATIONS | $ | (1,273,323 | ) | |
| The accompanying notes are an integral part of these financial statements. | 4 |
| Statements of Changes in Net Assets | Roundhill Generative AI & Technology ETF |
| Year ended | Period ended | |||||||
| April 30, 2025 | April 30, 2024(a) | |||||||
| OPERATIONS: | ||||||||
| Net investment income (loss) | $ | (333,838 | ) | $ | (268,494 | ) | ||
| Net realized gain (loss) | (4,705,858 | ) | (203,483 | ) | ||||
| Net change in unrealized appreciation (depreciation) | 3,766,373 | 8,334,108 | ||||||
| Net increase (decrease) in net assets from operations | (1,273,323 | ) | 7,862,131 | |||||
| CAPITAL TRANSACTIONS: | ||||||||
| Subscriptions | 137,845,020 | 170,547,012 | ||||||
| Redemptions | (37,913,380 | ) | (41,601,892 | ) | ||||
| ETF transaction fees (Note 8) | 44,549 | 74,053 | ||||||
| Net increase (decrease) in net assets from capital transactions | 99,976,189 | 129,019,173 | ||||||
| NET INCREASE (DECREASE) IN NET ASSETS | 98,702,866 | 136,881,304 | ||||||
| NET ASSETS: | ||||||||
| Beginning of the period | 136,881,304 | — | ||||||
| End of the period | $ | 235,584,170 | $ | 136,881,304 | ||||
| SHARES TRANSACTIONS | ||||||||
| Subscriptions | 3,475,000 | 5,600,000 | ||||||
| Redemptions | (1,025,000 | ) | (1,475,000 | ) | ||||
| Total increase (decrease) in shares outstanding | 2,450,000 | 4,125,000 | ||||||
(a) Inception date of the Fund was May 17, 2023.
| The accompanying notes are an integral part of these financial statements. | 5 |
| Financial Highlights | Roundhill Generative AI & Technology ETF |
For a share outstanding throughout the periods presented
| Period ended | ||||||
| Year ended | April 30, | |||||
| April 30, 2025 | 2024(a) | |||||
| PER SHARE DATA: | ||||||
| Net asset value, beginning of period | $33.18 | $25.00 | ||||
| INVESTMENT OPERATIONS: | ||||||
| Net investment loss(b) | (0.06) | (0.10) | ||||
| Net realized and unrealized gain (loss) on investments(c) | 2.70 | 8.25 | ||||
| Total from investment operations | 2.64 | 8.15 | ||||
| ETF transaction fees per share(b) | 0.01 | 0.03 | ||||
| Net asset value, end of period | $35.83 | $33.18 | ||||
| TOTAL RETURN(d) | 7.98% | 32.73% | ||||
| SUPPLEMENTAL DATA AND RATIOS: | ||||||
| Net assets, end of period (in thousands) | $235,584 | $136,881 | ||||
| Ratio of expenses to average net assets(e) | 0.75% | 0.75% | ||||
| Ratio of net investment income (loss) to average net assets(e) | (0.16)% | (0.35)% | ||||
| Portfolio turnover rate(d)(f) | 92% | 97% | ||||
| (a) | Inception date of the Fund was May 17, 2023. |
| (b) | Net investment income per share has been calculated based on average shares outstanding during the periods. |
| (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 periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
| (d) | Not annualized for periods less than one year. |
| (e) | Annualized for periods less than one year. |
| (f) | Portfolio turnover rate excludes in-kind transactions. |
| The accompanying notes are an integral part of these financial statements. | 6 |
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
| NOTE 1 – ORGANIZATION |
The Roundhill Generative AI & Technology 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 (“Tidal” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund and Roundhill Financial Inc. (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 May 17, 2023.
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 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 the 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
7
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
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 April 30, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Investments: | ||||||||||||||||
| Common Stocks | $ | 235,307,849 | $ | — | $ | — | $ | 235,307,849 | ||||||||
| Money Market Funds | 349,441 | — | — | 349,441 | ||||||||||||
| Total Investments | $ | 235,657,290 | $ | — | $ | — | $ | 235,657,290 | ||||||||
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 (“RIC”) and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to RICs, 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 RIC, 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 April 30, 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 is recorded on the ex-dividend date. 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. | 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. |
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.
8
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
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 at least annually. 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 amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
| G. | 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 NYSE Arca, Inc. 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 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. |
| J. | 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 and net operating losses. These reclassifications have no effect on net assets or NAV per Share. For the year ended April 30, 2025, the following reclassification adjustments were made. |
| Total Accumulated | |
| Paid-In Capital | Losses |
| $10,097,957 | $(10,097,957) |
During the year ended April 30, 2025, the Fund realized $10,332,414 in net capital gains resulting from in-kind redemptions, in which shareholders 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 accumulated gains to paid-in capital.
| 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.
Artificial Intelligence Company Risk. Companies involved in, or exposed to, artificial intelligence related businesses may have limited product lines, markets, financial resources or personnel. These companies face intense competition and potentially rapid
9
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
product obsolescence, and many depend significantly on retaining and growing the consumer base of their respective products and services. Many of these companies are also reliant on the end user demand of products and services in various industries that may in part utilize robotics and artificial intelligence.
Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
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 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 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”), 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 April 30, 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 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 0.04% 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 or a portion of expenses incurred by the Fund, except for Excluded Expenses. For assuming the payment obligations for the Fund’s expenses, the Adviser has agreed to pay the Sub-Adviser all or a portion of 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, 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.
10
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
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 April 30, 2025, 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 for the Fund were $213,903,573 and $193,549,616, respectively.
For the year ended April 30, 2025, there were no purchases or sales of long-term U.S. government securities.
For the year ended April 30, 2025, the in-kind transactions associated with creations and redemptions for the Fund were $115,232,845 and $35,702,917, respectively.
| NOTE 7 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
During the fiscal year ended April 30, 2025 and the prior fiscal period ended April 30, 2024, the Fund made no distributions to shareholders.
As of the most recent fiscal year ended April 30, 2025, the components of distributable earnings on a tax basis were as follows:
11
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
Investments, at cost(a) | $ | 226,200,222 | ||
| Gross tax unrealized appreciation | 32,640,097 | |||
| Gross tax unrealized depreciation | (23,182,561 | ) | ||
| Net tax unrealized appreciation (depreciation) | 9,457,536 | |||
| Undistributed ordinary income (loss) | — | |||
| Undistributed long-term capital gain (loss) | — | |||
| Total distributable earnings | — | |||
| Other accumulated gain (loss) | (18,450,262 | ) | ||
| Total accumulated losses | $ | (8,992,726 | ) |
| (a) | The difference between book and tax-basis unrealized appreciation was attributable primarily to the treatment of wash sales and PFICs. |
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 April 30, 2025, the Fund had not elected to defer any post-October or late-year losses. As of the most recent fiscal year ended April 30, 2025, the Fund had short-term and long-term capital loss carryovers of $16,239,385 and $2,210,877, respectively, which do not expire.
| NOTE 8 – SHARES 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 $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 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 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.
| 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.
12
| Notes to the Financial Statements | Roundhill Generative AI & Technology ETF |
April 30, 2025
| 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.
13
| Report of Independent Registered | Roundhill Generative AI & Technology ETF |
| Public Accounting Firm |
To
the Shareholders of Roundhill Generative AI & Technology 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 Roundhill Generative AI & Technology ETF (the “Fund”), a series of Tidal Trust II, as of April 30, 2025, the related statements of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year ended April 30, 2025 and for the period from May 17, 2023 (commencement of operations) through April 30, 2024, 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 April 30, 2025, the results of its operations for the year then ended, the changes in net assets, and the financial highlights for the period 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 April 30, 2025, 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 auditor of one or more Tidal Investments LLC investment companies since 2020.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
June 27, 2025
14
| Other Non-Audited Information | Roundhill Generative AI & Technology ETF |
April 30, 2025
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the year ended April 30, 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:
| Roundhill Generative AI & Technology ETF | 0.00% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended April 30, 2025, were as follows:
| Roundhill Generative AI & Technology ETF | 0.00% |
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 April 30, 2025, were as follows:
| Roundhill Generative AI & Technology 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 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.
| (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 | July 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 | July 9, 2025 |
| By (Signature and Title)* | /s/ Aaron J. Perkovich | ||
| Aaron J. Perkovich, Treasurer/Principal Financial Officer | |||
| Date | July 9, 2025 |
* Print the name and title of each signing officer under his or her signature.
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