SEC Comment Letter 0000000000-23-014184 to MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX)
MIAMI INTERNATIONAL HOLDINGS, INC.
Date: Dec. 28, 2023 · CIK: 0001438472 · Accession: 0000000000-23-014184
AI Filing Summary & Sentiment
Reasoning
Letter
United States securities and exchange commission logo December 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. 9 to Draft Registration Statement on Form S-1 Submitted December 6, 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 October 11, 2023 letter. Amendment No. 9 to Draft Registration Statement on Form S-1 Risk Factors Risks Relating to Crypto-Asset Custodial Arrangements Crypto-asset custodial solutions and related technology, page 37 1.We note your response to prior comment 3 and related revised disclosure. Please revise to further clarify the distinction between warm wallets and hot wallets. In this regard, we note your disclosure that warm wallets primarily hold private keys online and accept deposits automatically but require human involvement to initiate sweeps to hot wallets or cold wallets, whereas hot wallets primarily hold private keys online but require human involvement to initiate withdrawals. In particular, it is unclear whether the only permitted
FirstName LastNameThomas P. Gallagher Comapany NameMiami International Holdings, Inc. December 28, 2023 Page 2 FirstName LastName Thomas P. Gallagher Miami International Holdings, Inc. December 28, 2023 Page 2 withdrawals from warm wallets are sweeps to hot or cold wallets, and whether hot wallets also accept deposits automatically. Risks Related to Legal and Regulatory Matters Regulatory action adversely affecting proprietary products, page 50 2.We note your response to prior comment 1 and that absent the issuance of a New Exemptive Order from the SEC, the SPIKES Futures product will cease trading on MGEX at close of trading on December 29, 2023. We also note your disclosure on page 172 that trading on the NYSE Arca for the shares of SPKX and SPKY was suspended at the close of trading on November 14, 2023, and each fund ceased operations, liquidated its assets and distributed the liquidation proceeds to shareholders on November 27, 2023. Please revise to describe any impact these cessations have had or may have on or disruption to your business or financial condition. Industry Overview U.S. Futures, Options on Futures and Swaps Markets, page 155 3.We note your disclosure here and elsewhere that MGEX serves as the exclusive venue for the clearing of two physically-settled Bitcoin futures contracts and one option on a futures contract listed for trading on the Bitnomial Exchange (a Bitcoin derivatives exchange). We also note that CFTC recently approved an order granting Bitnomial Clearinghouse, LLC registration as a DCO under Section 5b of the Commodity Exchange Act. Please update your disclosure to include this recent development. 4.We note your disclosure here and elsewhere that investors onboard directly with the LedgerX clearing and trading platforms and not through an FCM. We also note the CFTC's recent approval of a rule proposing regulations to provide protections for clearing member funds and assets held by a DCO. Please update your disclosure here and in the risk factors section to include this recent development. Underwriting, page 275 5.Please revise your disclosure 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.
FirstName LastNameThomas P. Gallagher Comapany NameMiami International Holdings, Inc. December 28, 2023 Page 3 FirstName LastName Thomas P. Gallagher Miami International Holdings, Inc. December 28, 2023 Page 3 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
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United States securities and exchange commission logo
December 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. 9 to
Draft Registration Statement on Form S-1
Submitted December 6, 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
October 11, 2023 letter.
Amendment No. 9 to Draft Registration Statement on Form S-1
Risk Factors
Risks Relating to Crypto-Asset Custodial Arrangements
Crypto-asset custodial solutions and related technology, page 37
1.We note your response to prior comment 3 and related revised disclosure. Please revise to
further clarify the distinction between warm wallets and hot wallets. In this regard, we
note your disclosure that warm wallets primarily hold private keys online and accept
deposits automatically but require human involvement to initiate sweeps to hot wallets or
cold wallets, whereas hot wallets primarily hold private keys online but require human
involvement to initiate withdrawals. In particular, it is unclear whether the only permitted
FirstName LastNameThomas P. Gallagher
Comapany NameMiami International Holdings, Inc.
December 28, 2023 Page 2
FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
December 28, 2023
Page 2
withdrawals from warm wallets are sweeps to hot or cold wallets, and whether hot wallets
also accept deposits automatically.
Risks Related to Legal and Regulatory Matters
Regulatory action adversely affecting proprietary products, page 50
2.We note your response to prior comment 1 and that absent the issuance of a New
Exemptive Order from the SEC, the SPIKES Futures product will cease trading on MGEX
at close of trading on December 29, 2023. We also note your disclosure on page 172 that
trading on the NYSE Arca for the shares of SPKX and SPKY was suspended at the close
of trading on November 14, 2023, and each fund ceased operations, liquidated its assets
and distributed the liquidation proceeds to shareholders on November 27, 2023. Please
revise to describe any impact these cessations have had or may have on or disruption to
your business or financial condition.
Industry Overview
U.S. Futures, Options on Futures and Swaps Markets, page 155
3.We note your disclosure here and elsewhere that MGEX serves as the exclusive venue for
the clearing of two physically-settled Bitcoin futures contracts and one option on a futures
contract listed for trading on the Bitnomial Exchange (a Bitcoin derivatives exchange).
We also note that CFTC recently approved an order granting Bitnomial Clearinghouse,
LLC registration as a DCO under Section 5b of the Commodity Exchange Act. Please
update your disclosure to include this recent development.
4.We note your disclosure here and elsewhere that investors onboard directly with the
LedgerX clearing and trading platforms and not through an FCM. We also note the
CFTC's recent approval of a rule proposing regulations to provide protections for clearing
member funds and assets held by a DCO. Please update your disclosure here and in the
risk factors section to include this recent development.
Underwriting, page 275
5.Please revise your disclosure 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.
FirstName LastNameThomas P. Gallagher
Comapany NameMiami International Holdings, Inc.
December 28, 2023 Page 3
FirstName LastName
Thomas P. Gallagher
Miami International Holdings, Inc.
December 28, 2023
Page 3
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