SecProbe.io

United States securities and exchange commission logo
June 15, 2023
Thomas P. Gallagher
Chief Executive Officer
Miami International Holdings, Inc.
7 Roszel Road, Suite 1A
Princeton, NJ 08540
Re:Miami International Holdings, Inc.
Amendment No. 6 to
Draft Registration Statement on Form S-1
Submitted April 7, 2023
CIK No. 0001438472
Dear Thomas P. Gallagher:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.We note that you intend to launch a fourth Taker-Maker U.S. options exchange in early
2024.  Please disclose what crypto assets, if any, will be or are expected to be traded on
this platform.

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 2
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 2
Our Growth Strategy
Expanding into the emerging, regulated cryptocurrency and digital asset markets, page 8
2.Please revise your disclosure on page 9 relating to the Bermuda regulatory environment to
clarify that any crypto asset or crypto asset products launched on BSX would not be made
available to U.S. persons and that you would, in consultation with counsel, implement
appropriate procedures to ensure that any investors in these products meet the eligibility
requirements of such products. In this regard, we note your disclosure on page 136.
The Offering, page 14
3.Please enhance your disclosure here as well as on pages 68, 70, and 207 to clarify what
happens to the outstanding options to acquire preferred stock and non-voting common
stock upon the IPO.
Risk Factors, page 21
4.Refer to your added disclosure on page 155.  Please add a risk factor addressing the risks
related to conducting settlement processes for physically settled crypto asset-related
products through the Bakkt Warehouse.
Risks Related to Our Growth Strategy
We intend to opportunistically pursue potential acquisitions and strategic alliances, page 34
5.We note your disclosure that you intend to opportunistically pursue potential acquisitions.
Please tell us whether you have any current plans, arrangements or agreements for any
acquisitions.  In this regard, we note media reports that you are seeking to acquire
LedgerX, which is being sold in FTX's bankruptcy proceedings.
Risks Related to Legal and Regulatory Matters
There are significant regulatory hurdles to launching new crypto-based products, page 43
6.We note your disclosure on pages 45, 136 and 153 that you could be subject to judicial or
administrative sanctions for acting as a broker, dealer, or national securities exchange
without appropriate registration. Please revise to disclose that you could be subject to
judicial or administrative sanctions for acting as a clearing agency without appropriate
registration.
Changes to the legislative or regulatory environment may impose new or unanticipated burdens,
page 45
7.Please revise your disclosure here and on page 159 to clarify the status of SEC proposals
as proposed rulemakings and not legislation.

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 3
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 3
Our exchanges have self-regulatory obligations that may create conflicts of interest, page 48
8.Please revise your disclosure to identify which category of U.S. exchanges are responsible
for identifying possible violations of the securities laws, and whether such responsibilities
extend to derivatives transactions.
Risks Related to This Offering and Our Common Stock
Our amended and restated certificate of incorporation contains provisions that set ownership and
voting limitations, page 55
9.Please revise your disclosure to clarify to whom prior notice with respect to ownership
and exercise of voting power of your capital stock must be given.
Capitalization, page 67
10.We note that your offering includes shares of common stock by selling shareholders.
Please enhance your disclosures to explain how the conversion of all the outstanding
shares of Series B convertible preferred stock and nonvoting common stock will be
effected, is probable and clarify the underlying terms of these issuances as disclosed in
Note 16. Equity, beginning on page F-35 as necessary.
11.Your total capitalization agrees to the total amount of your liabilities and stockholders'
deficit as shown on page F-3, and not your capitalization, and does not foot.  Please revise
so that the capitalization table properly foots.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 73
12.Please revise so that the amounts shown for your historical weighted-average shares and
income per share agree to page F-4.  Since we note that the pro forma weighted-average
shares agree to your historical amounts on page F-4, tell us whether the pro forma
weighted-average shares are based on the weighted-average number of shares outstanding
during the period adjusted to give effect to the number of shares issued to consummate the
transaction as if the shares were outstanding as of the beginning of the period presented.
Refer to Item 11-02(a)(9)(ii).
Note 2. Purchase Price Allocation, page 74
13.Please provide a table showing the components of the total consideration transferred and
disclose how they were measured.  For the contingent consideration, also provide any
disclosures required by Item 11-02(a)(11)(ii)(A) of Regulation S-X.
14.Since you disclose that the assets and liabilities assumed are reflected at their preliminary
estimated fair values, please include a prominent statement that the accounting is
incomplete and provide any disclosures required by Item 11-02(a)(11)(ii)(B).

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 4
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 4
Notes to Pro Forma Condensed Combined Information
Note 1. Basis of Presentation, page 74
15.You disclose that the pro forma financial statements reflect events that are directly
attributable to the combination, factually supportable, and expected to have a continuing
impact on the combined results.  Please revise your presentation consistent with the recent
amendment to Item 11-02(a)(6)(i)(B) of Regulation S-X. Refer to Release 33-10786.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business Model
Futures, page 77
16.Please tell us why you disclose that Dorman Trading will be included in the Futures
segment.  Since you acquired Dorman Trading in October 2022, disclose what
segment Dorman Trading is included in for 2022.
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021, page 83
17.Please revise your disclosures to clearly reflect that adjusted revenues less cost of revenue
is a non-GAAP measure. Refer to Question 100.05 of the Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
18.Please tell us how the adjustments for impairment of Pyth tokens, the provision for CAT
notes receivable, and cash bonuses to directors are consistent with Item 10(e)(1)(ii)(B) of
Regulation S-K as these appear to be elective, cash based, necessary operating costs and
Pyth tokens were received in exchange for data services provided. Refer to Questions
100.01 and 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
19.Where a material change in a line item is attributed to two or more factors, including
offsetting factors, the contribution of each identified factor should be described in
quantified terms, if reasonably practicable.  Please revise your disclosures accordingly.
Refer to Item 303(a) of Regulation S-K and Section III.D of SEC Release No. 33-6835.
Key Business Metrics, page 86
20.You disclose that three customers accounted for a significant amount of your total
revenues during the years ended December 31, 2022, 2021 and 2020.  Please disclose the
level of recurring customers and or revenues, for the periods presented.
Critical Accounting Policies and Estimates
Common Stock Valuation, page 116
21.Once you have an estimated offering price or range, tell us the reasons for any differences
between recent valuations of your common stock leading up to the IPO and the estimated

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 5
 FirstName LastNameThomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 5
offering price.  Please discuss with the staff how to submit your response.
Our Competitive Strengths
Successful History of M&A and Strategic Investments, page 133
22.Please tell us whether you continue to have investments in Lukka, Inc., MEEG Holdings
Limited, Vesica Technologies, Inc., Stratifi Technologies, Inc., Diamond Standard Inc.
and OptionsAI, Inc. To the extent that you continue to have these investments or others,
and to the extent that such investments are material, please disclose your holdings in such
companies as well as the material terms of any agreements you have with such companies.
Our Growth Strategy
Expanding into the emerging, regulated cryptocurrency and digital asset markets, page 135
23.We note your disclosure here that you believe you have a unique opportunity to develop
and launch regulated products in the crypto assets markets and that, in the near term, you
plan to launch cash-settled futures contracts on MGEX on certain crypto assets such as
Bitcoin.  Please expand your disclosure here and in your risk factors section to provide
examples of how the bankruptcies of FTX and other companies in the crypto asset
markets have brought increased scrutiny to the crypto asset industry and how such
scrutiny may impact your plans to develop and launch products in the crypto asset
markets.  For example, describe any risks related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto asset
markets, and any material pending crypto-related legislation or regulation that has or may
impact such plans to launch new products.
Further monetizing and enhancing our data and analytics capabilities, page 136
24.Refer to your response to comment 15, and please disclose the substance of your response
in your amended registration statement.  Also disclose when BSX will receive its earned
Reward PYTH Tokens and how many tokens BSX has earned but not yet received.  In
addition, we note that BSX plans to hold any replacement PYTH tokens that it receives
for the now-inaccessible PYTH tokens, as well as any PYTH tokens it receives in
exchange for data provided to the PYTH network in a non-FTX replacement account or
hot wallet.  Please disclose whether you currently have any agreements with a third-party
custodian and, if so, please describe the material terms of the agreement.  Also briefly
describe the risks of using a hot wallet in your risk factors section.

Regulatory Environment and Compliance
U.S. Regulation - Dorman Trading, page 154
25.We note your responses to prior comments 14 and 17.  Please disclose comparable
Dorman crypto-related futures activity, including total contracts traded, open interests, the
notional value and your exposure to loss.

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 6
 FirstName LastNameThomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 6
Experts, page 228
26.Please tell us why you do not make reference to Ryan & Juraska LLP as experts.
Miami International Holdings, Inc.
Consolidated Balance Sheets, page F-3
27.Please revise the line items on the balance sheets for the following:
•Your largest liability, puttable common stock, should be shown separately and not
included within the line item other non-current liabilities.
•Your preferred stock should be labeled to show that it is convertible.
Consolidated Statements of Operations, page F-4
28.Please tell us whether costs included in cost of revenues represent all of your costs of
revenue, including compensation, depreciation, etc. or just your transaction-based
expenses.  Refer to SAB Topic 11.B.
Note 3. Business Combinations
Dorman Trading Acquisition, page F-16
29.Please respond to the following:
•Disclose the date used to value the consideration.  Refer to ASC 805-30-50-1(b).
•Disclose the method used to determine the fair value of the common stock issued.
Refer to ASC 805-30-50-1(b)(4).
Unaudited Pro Forma Financials, page F-18
30.Please reconcile for us the difference between the pro forma net income for 2022 on page
F-18 with the pro forma net income for 2022 on page 73.
Note 4. Revenue Recognition
Consideration Payable to a Customer, page F-20
31.We acknowledge your response to comment 18.  On page 80, you disclose that you offer
liquidity payments that exceed or are higher than transaction fees resulting in inverted
pricing to attract order flow.  Please address the following:
•Tell us how liquidity payments are determined and or calculated and whether the
liquidity payments exceed the fair value of the distinct goods or services provided to
you by your customer.
•Tell us if you account for liquidity payments that result in inverted pricing differently
than liquidity payments that are less than transaction fees.
Refer to ASC 606-10-32-25 and 32-26.
32.You disclose that liquidity payments are accounted for as consideration payable to a
customer and reduce revenue in the period in which the rebate is earned by the customer
and the payment is provided.  On page 79, you disclose that liquidity payments are

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 June 15, 2023 Page 7
 FirstName LastNameThomas P. Gallagher
Miami International Holdings, Inc.
June 15, 2023
Page 7
classified within cost of revenues in the consolidated statement of operations and you
classify liquidity payments within cost of revenues in the consolidated statements of
operations on page F-4.  Please reconcile and revise your disclosures accordingly.
Note 11. Goodwill and Intangible Assets, page F-27
33.You disclose that BSX received Pyth tokens in exchange for certain data provided by
BSX to the Pyth Network. Please tell us why you classified the impairment of the Pyth
tokens within non-operating expenses since payment for services is part of your operating
activities.
Note 14. Fair Value Measurement
Fair Value of Assets and Liabilities, page F-31
34.Refer to the table at the top of page F-32.  Please tell us the significant factors that caused
your common stock price to decline from $12.89 in 2021 to $9.92 in 2022.
Note 16. Equity
Common Stock, page F-35
35.Please respond to the following:
•Disclose the terms of the non-voting common stock, including whether and how the
stock may become voting common stock.  Refer to ASC 505-10-50-3.
•You interchangeably refer to warrants and common stock issued under your ERP
programs as "redeemable" and or "puttable". Clarify whether the redeemable
common stock is the puttable common stock related to the ERP p