SecProbe.io

United States securities and exchange commission logo
October 11, 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. 8 to
Draft Registration Statement on Form S-1
Submitted September 18, 2023
CIK No. 0001438472
Dear Thomas P. Gallagher:
            We have reviewed your amended draft registration statement and have the following
comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August 28,
2023 letter.
Amendment No. 8 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.Refer to your response to comment 8.  We note your disclosure on page 1 that
"[y]our portfolio of proprietary products, which are products licensed to [you] for
exclusive listing on [y]our exchanges, currently consists of the SPIKES Volatility
products," which is the first time you discuss this product in the registration statement.
Please summarize the Spikes Decision here or include a cross-reference to your disclosure
regarding the SPIKES Decision.  In this regard, we note your summary of the Spikes
Decision on pages 6 and 7.  In addition, please revise your risk factor disclosure on page

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 October 11, 2023 Page 2
 FirstName LastNameThomas P. Gallagher
Miami International Holdings, Inc.
October 11, 2023
Page 2
52 to disclose the revenue you earn from the SPIKES Futures products.
Summary Consolidated Financial Data, page 19
2.Please tell us why the table at the top of page 20 includes columns for fiscal 2021 and
2020 pro forma information and not just the latest year and interim period and comparable
prior interim period.
Risk Factors
Risks Relating to Crypto-Asset Custodial Arrangements
Crypto-asset custodial solutions and related technology, page 38
3.Refer to your response to comment 7.  Please revise to clarify whether “warm wallets”
require human involvement to accept deposits as well as initiate withdrawals.
Unaudited Pro Forma Condensed Combined Financial Information, page 82
4.We note your response to comment 12 and that pro form adjustment AA related to
acquisition of Ledger X LLC for the period ending June 30, 2023 is an income tax benefit
of $3.5 million, whereas for the year ended December 31, 2022 your pro forma adjustment
AA is an income tax expenses of $.132 million.  Please revise to explain the basis for
change in trends of the income tax adjustments, including changes in underlying
assumptions, e.g. tax rates.  Refer to Rule 11-02(a)(8) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations, page 146
5.We acknowledge your response to comment 14 and related prior comment responses.  The
one-time cash bonuses paid to directors based on the length of service appears to be part
of your normal compensation structure elected by you to drive recurring operating results
as contemplated in Questions 100.01 and 102.09 of the C&DI on non-GAAP measures.
Please remove this adjustment.  Further, we are unable to locate the revised disclosure in
footnote 2 on pages 100, 114 and 129 of the amended draft registration statement with
reference to the senior secured loan agreement as noted in your response.
Business
Our Markets
U.S. Futures, Options on Futures and Swaps
Dorman Trading, page 170
6.Refer to your response to comment 3.  We note your disclosure on page 33 that states that
"[t]he settlement process for physically settled crypto asset-related products will depend
on the product, which may result in additional risks to customers of Dorman Trading" and
your disclosure on page 171 that, in the future, Dorman Trading clients may have the
ability to trade other physically settled crypto asset-related future products.  Please revise

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 October 11, 2023 Page 3
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
October 11, 2023
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to disclose the “additional risks” to customers of Dorman Trading that are associated with
the settlement process for physically settled crypto asset-related products.
Regulatory Environment and Compliance
CFTC Regulation - MGEX and LedgerX, page 194
7.Refer to your response to comment 17.  We note your disclosure that LedgerX accepts
Bitcoin and Ether crypto assets for the payment of withdrawal fees and that you intend to
convert Bitcoin and Ether received for the payment of withdrawal fees into fiat currency
other than a de minimis amount.  Please disclose how you intend to exchange the crypto
assets into fiat currency.
Underwriting, page 275
8.Refer to your response to comment 19.  We note your disclosure on page 276 that "in
connection with this offering, in accordance with the provisions of Regulation M, the
underwriters may engage in stabilizing transactions, which involve making bids for,
purchasing and selling shares of common stock in the open market for the purpose of
preventing or retarding a decline in the market price of the common stock."  Please revise
your disclosure as follows:
•Clarify which provisions of Regulation M are applicable to this offering;
•Identify the underwriters, or disclose when the underwriters or underwriting
syndicate will be determined and identified; and
•Clarify and explain what types of stabilizing transactions or short positions may be
undertaken, given the absence of a public market for your common stock.
9.Refer to your response to comment 19 and your disclosure on page 277 relating to penalty
bids.  Please revise to correctly identify Regulation M as under the Exchange Act, not the
Securities Act.  Please also explain how penalty bids would be imposed given the absence
of any other underwriters or underwriting syndicate or delete the sentence.
10.Refer to your response to comment 20.  As there is no exception in Regulation M for
ordinary course of business activities, please clarify the intent and purpose of
the paragraph on page 277 immediately preceding the Pricing of the Offering section or
delete the added paragraph.
Miami International Holdings, Inc. Financial Statements
Note 4. Revenue Recognition
Consideration payable to a customer, page F-21
11.We note your response to comment 23.  Please enhance your disclosures to clarify, if true,
that liquidity payments represent a distinct service accounted for as consideration payable
to a customer and are recorded separately as liquidity payments within cost of revenues in
the consolidated statement of operations in the period in which the payment is earned by
the customer and the payment is provided.

 FirstName LastNameThomas P. Gallagher
 Comapany NameMiami International Holdings, Inc.
 October 11, 2023 Page 4
 FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
October 11, 2023
Page 4
Note 14. Customer Assets and Liabilities
Safeguarded Customer Digital Assets and Liabilities, page F-73
12.Please enhance your disclosure to clarify that safeguarded customer digital assets
represent crypto assets held on behalf of your customers.
Ledger X LLC Financial Statements
Note 2. Summary of Significant Accounting Policies
Adoption of SAB 121, page F-127
13.We acknowledge your response to comment 26.  On page F-128, you disclose that
in 2022, the U.S. dollar value of safeguarded customer digital assets on deposit in
LedgerX’s hot and warm wallets exceeded $10M on fifteen days in total.  However, in
your response you told us that for the period from January 1, 2022 through May 23, 2022,
LedgerX’s primary crime insurance policy limit was $7.5 million and during that period,
the U.S. dollar value of digital assets on deposit in the LedgerX warm and hot custodial
wallets exceeded $7.5 million on 60 separate days.  Please revise the disclosure to provide
the same information.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact Lulu Cheng at 202-551-3811 or Sonia Bednarowski at 202-551-3666 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Herbert F. Kozlov