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United States securities and exchange commission logo
August 28, 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. 7 to
Draft Registration Statement on Form S-1
Submitted July 28, 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. 7 to Draft Registration Statements on Form S-1
Gatefold Graphics, page v
1.We note the substantial number of graphics in the gatefold, including performance
indicators without accompanying narrative disclosure. Please revise to ensure that any
graphics and accompanying text provide a balanced view of your company and that
graphics including metrics include cross-references to their respective discussion in the
prospectus. We note your disclosure in these graphics that describe your company as “best
trading platform,” "top 40 innovators in the capital markets," and other statements of
leadership. Please remove these references or revise to explain the basis and context of
these awards. For guidance, please refer to Securities Act Forms Compliance and

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 August 28, 2023 Page 2
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
August 28, 2023
Page 2
Disclosure Interpretation 101.02.
Prospectus Summary
Our Growth Strategy
Further Monetizing and Enhancing Our Data and Analytics Capabilities, page 10
2.We note your statements here and on page 172 that BSX has “recently begun publishing
MIAX Pearl Equities market data to the Pyth Network.”  Please reconcile such statements
with your press release dated September 21, 2021 announcing that BSX has commenced
publishing MIAX Pearl Equities market data to the Pyth Network as of such date or
advise.
Risk Factors, page 23
3.Refer to your response to comment 4.  On page 31, you state that "[t]he settlement process
for physically settled crypto asset-related products differs from cash settled crypto-related
product transactions in that these transactions are settled directly at the Bakkt Trust
Company LLC, a crypto-asset custodian chartered under New York banking law and
regulated by the New York Department of Financial Services (the “Bakkt Warehouse”),
which may result in additional risks to customers of Dorman Trading." Please revise to
disclose these "additional risks."
If a number of clearing members on MGEX, page 33
4.Please move the second paragraph in this risk factor to the immediately preceding risk
factor, as the discussion relates to settlement banks and not clearing members.
Risks Related To Owning A Clearing House
Settlement bank failures could pose both credit risks, page 33
5.We note your disclosure on page 33 that "[t]he size of the MGEX and LedgerX clearing
houses’ credit and liquidity exposures to their settlement may be quite significant . . . ."
Please revise to clarify your disclosure by adding the word “banks” after the word
“settlement” or advise.
Risks Relating to Our Ownership of LedgerX
The past, current and future operation of LedgerX, page 34
6.We note your disclosure on pages 35 and 197 that "LedgerX is responding to certain
requests for information and documents from the CFTC’s Division of Enforcement and
may come under additional regulatory scrutiny, requests or investigations in the future"
and that the requests relate to activities during the prior ownership of LedgerX by FTX.
Please revise to discuss in your Legal Proceedings section on page 182.

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Crypto-asset custodial solutions and related technology, including the LedgerX custodial
arrangements, page 35
7.Please revise to include a brief definition of "cold wallets," "warm wallets," and "hot
wallets."
Risks Related to Legal and Regulatory Matters
Regulatory action adversely affecting proprietary products exclusively licensed by us, page 48
8.Please update your disclosure here, on page 183 and throughout the filing in light of the
recent ruling by the United States Court of Appeals for the District of Columbia Circuit
relating to the SEC Order for SPIKES Futures (Cboe Futures Exchange, LLC v. SEC, 21-
1038 (D.C. Cir.)(Jul. 28, 2023)), including without limitation any impact on or disruption
to your product listings, business or financial condition, and the steps, if any, you will take
to seek other regulatory relief with respect to SPIKES futures listings.
There are significant regulatory hurdles to launching new crypto-related products, page 50
9.We note your disclosure on page 50 that "[a] number of enforcement actions and
regulatory proceedings have since been initiated against crypto-assets . . . ."  Please revise
to clarify, if true, that you are referring to issuers of crypto assets.
Changes to the legislative or regulatory environment may impose, page 52
10.Please update your disclosure here and on page 205 to reflect the most recent status of the
draft legislation that would provide a statutory framework for the regulation of crypto
assets.
Dilution, page 76
11.You disclose that your historical net tangible book value as of March 31, 2023 was
$(137.5) million and your historical net tangible book value per share was calculated
based on 96,175,702 shares of non-puttable outstanding common stock as of March 31,
2023.  Please show us how you determined that your historical net tangible book value per
share as of March 31, 2023 was $(1.16) per share of your common stock.
Unaudited Pro Forma Condensed Combined Financial Information, page 79
12.Please enhance your pro forma transaction accounting adjustments to disclose the
underlying calculations of the related adjustments.  Refer to Rule 11-02(a)(8) of
Regulation S-X.
13.Please enhance your disclosure of the (preliminary) purchase price allocation for the
LedgerX Acquisition of adjustments made to the latest financial statements included in
future amendments, e.g. cash and cash equivalents.

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Thomas P. Gallagher
Miami International Holdings, Inc.
August 28, 2023
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Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 145
14.We acknowledge your response to comment 18.  Please respond to the following:
•Tell us whether your non-GAAP measure is as calculated by the debt covenant of
your senior secured loan agreement.
•Tell us how you considered the disclosures discussed in Question 102.09 of the
C&DI on non-GAAP measures.
•Tell us why you refer to your credit facility and not your senior secured loan
agreement in footnote 2 on pages 99, 113, and 128.
Business
Our Company, page 158
15.We note your statement on page 158 that you are a technology-driven leader in building
and operating “regulated finances” across multiple asset classes and geographies.  Please
revise your disclosure to clarify what you mean by "regulated finance."
Our Growth Strategy
Further monetizing and enhancing our data and analytics capabilities, page 172
16.Refer to your response to comment 24.  We note your statement that it is expected that
BSX may be reissued tokens, although no specific timeline for such reissuance has been
announced.  Please disclose how many tokens BSX has earned but not yet received.
Please also disclose whether you currently have any agreements with a third-party
custodian with respect to custody and storage of the PYTH tokens, and, if so, describe the
material terms of the agreement.  Also revise your risk factors section to describe the risks
of using a hot wallet as compared to a cold wallet.  In this regard, we note your disclosure
on page 36 that "[c]rypto-assets held held in cold, warm and hot wallets are also subject to
the risk of theft and cybersecurity attacks."
Regulatory Environment and Compliance
CFTC Regulation - MGEX and LedgerX, page 191
17.We note your disclosure on page 191 that LedgerX accepts Bitcoin and Ether crypto
assets for collateral and for the payment of fees.  Please disclose whether you intend to
hold the crypto assets for investment or convert them into fiat currency or other crypto
assets after receipt.  In addition, please disclose how and when you calculate the value of
the crypto assets used for payment of fees.
18.We note your disclosure on page 191 that during the contract lifecycle LedgerX exercises
control over crypto assets as it holds private keys to the hot wallet.  Please revise your risk
factors section to describe any risks and challenges related to the storage or custody of the
private keys granting access to the crypto assets, including without limitation the threat of
a cybersecurity breach.

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Miami International Holdings, Inc.
August 28, 2023
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Underwriting, page 267
19.Refer to your response to comment 13 in our letter dated September 6, 2022.  Please
revise your disclosures on pages 268 and 269 to remove the implication that Regulation M
distribution would potentially continue and that the applicable restricted period may not
have ended.  In addition, please clarify the scope of any possible “stabilizing” activities.
20.We note your disclosures relating to the various activities the underwriters and their
affiliates are engaged in, have performed, or may from time to time perform.  Please
revise your disclosure here and throughout to confirm that the underwriters and their
affiliates have only engaged in, and will only engage in, such activities in accordance with
the limitations and restrictions of Rules 101 and 102 of Regulation M.
Miami International Holdings, Inc. Financial Statements
Consolidated Balance Sheets, page F-4
21.We acknowledge your response to comment 27.  Based on your disclosure, the
extinguishment of the liability associated with outstanding puttable common stock is a key
aspect of this offering.  Please tell us how you considered Rule 5-02.27 of Regulation S-X
and ASR 268 in your presentation.
Consolidated Statements of Operations, page F-5
22.In response to comment 28 you told us that you only include transaction-based expenses
in the line item described as cost of revenues and this amount is used to determine the line
item revenues less cost of revenues.  Please revise so that the description of the line items
is consistent with its components, such as labeling the line items transaction-based
expenses and total revenues less transaction-based expenses.
Note 4. Revenue Recognition
Consideration Payable to a Customer, page F-20
23.We acknowledge your response to comment 31. Your response did not fully address our
comment.  Please respond to the following:
•In your response you told us that liquidity payments are determined based on
published rates that you may update.  Tell us how you determine the published rates.
Tell us about your pricing strategy where liquidity payments result in inverted
pricing.
•You told us that liquidity payments do not exceed the fair value of the distinct
services provided by your customers but you did not explain the basis for your
response.  Tell us why.  Tell us whether you performed a fair value measurement for
those services and, if you did, the results.  Specifically address liquidity payments
that result in inverted pricing.
•Under ASC 606-10-32-26, if the amount of consideration payable to a customer
exceeds the fair value of the distinct good or service that you receive from the

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customer, then you should account for the excess as a reduction of the transaction
price.  Further, if you cannot reasonably estimate the fair value of the good or service
received from the customers, you should account for all of the consideration payable
to the customer as a reduction of the transaction price.  Tell us how you considered
this guidance in your accounting for the liquidity payments, including those that
result in inverted pricing.
Note 11. Goodwill and Intangible Assets, page F-28
24.We acknowledge your response to comment 33.  We note that you account for
your cryptocurrencies as intangible assets.  Tell us how you considered the guidance in
ASC 350-30-45-2 to classify impairment of intangible assets within continuing
operations.  In light of the classification requirement, tell us your consideration for
reclassifying charges for impairment of cryptocurrencies within operating expenses.
LedgerX LLC, page F-118
25.We note your disclosure on page 195 that participant crypto-asset margin deposits are
maintained in LedgerX’s participant digital wallets and are not commingled with
LedgerX’s proprietary crypto-assets.  Please enhance your disclosures to clarify what
proprietary crypto-assets LedgerX holds for the periods presented.  Please also enhance
your summary of significant accounting policies to disclose the nature and accounting of
LedgerX other current assets and other assets for the periods presented.
Note 4. Participant Margin Deposits, page F-126
26.We note that in conjunction with LedgerX clearing house activities as the central
counterparty to settlement, customer digital assets held as collateral are recognized as
safeguarded customer digital assets offset with safeguarded customer digital asset
liabilities.  Please address the following:
•Tell us and enhance your disclosures to clarify the legal and accounting ownership of
the custodied digital assets upon receipt, prior to, at settlement and after settlement.
Refer to SAB 121.
•Tell us and enhance your disclosures to clarify the basis of your determination to
recognize a safeguarding crypto-asset liability and offsetting asset instead of
recognition of custodied digital assets and offsetting liability to return those digital
assets since during the contract lifecycle you exercise control over crypto-assets
(page 191) and you control participant accounts held at BitGo Trust on behalf of
LedgerX.  Refer to SAB 121.
•Tell us and enhance your disclosures of how you monitor and evaluate the
availability of the BitGo Trust $250 million insurance policy that applies to all BitGo
Trust balances against your potential crypto-asset losses.
•Tell us and disclose how many days during the periods presented have crypto-assets
in warm or hot wallets exceeded the total amount of your primary crime insurance
policy and were swept into BitGo Trust cold wallets.

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•Tell us and enhance our disclosures to clarify if you have right to the increases in fair
value of customer digital asset