MIAX.NYSEMiami International Holdings, INC

S-1: MIH Files S-1 for NYSE IPO, Details Growth & Risks

Sentiment:

Initial Public Offering Registration Statement 18 July 2025 8:13 PM

📋All filings for Miami International Holdings, INC

Miami International Holdings, Inc. files for an initial public offering on the NYSE, highlighting strong options market growth, strategic acquisitions, and plans for new proprietary products, despite recent net losses.

Delay expectedThe launch of new products on Futures Exchanges is subject to necessary rule filings with the CFTC, and products on MIAX Exchanges are subject to SEC rule filings, which can cause delays.The clearing of Bloomberg Products at the OCC is subject to a rule filing with the SEC, which could delay their launch.The implementation of the new Consolidated Audit Trail (CAT) funding model has been significantly delayed due to legal challenges, potentially causing SROs (including MIAX Exchanges) to incur additional costs without reimbursement.The SEC granted Cboe and Nasdaq's motion to stay implementation of challenged Regulation NMS Amendments, which could impact equity market structure and market share on MIAX Pearl Equities, and delay required technology changes.Trading operations for the Intelligent Medicine Exchange (IMX), which MIAX Futures has an agreement to provide clearing services for, may launch between Q3 2025 and Q3 2026, indicating potential delays.

Capital raiseThe S-1 filing is for an initial public offering (IPO) of common stock, which is a capital raise event.The company estimates net proceeds from this offering will be approximately $ million (or $ million if underwriters exercise their option in full).Proceeds will be used to repay the $140 million 2029 Senior Secured Term Loan in full, for working capital, general corporate purposes, and to satisfy tax withholding and remittance obligations.A portion of the net proceeds may also be used for acquisitions of, or investments in, businesses or technologies that complement the company's business.The 2029 Senior Secured Term Loan Warrants include a put right that terminates upon completion of a Qualified IPO, defined as an offering with a publicly traded float of at least $500 million and aggregate primary and secondary offering net proceeds of at least $250 million.

Worse than expectedThe company reported a net loss of $(21.4) million for the three months ended March 31, 2025, which is a deterioration from the net loss of $(4.9) million in the same period of 2024.U.S. Equities market share decreased to 1.1% in Q1 2025 from 1.8% in Q1 2024.Total volume of futures, options on futures, and swaps on MIAXdx decreased by 99.9% in H1 2025 compared to H1 2024, following the delisting of physically settled products.BSX listed securities decreased by 12.6% as of June 30, 2025, compared to the prior year.

Summary

Miami International Holdings, Inc. (MIH) is a technology-driven leader operating regulated financial marketplaces across options, cash equities, futures, and international listings.
The company plans an initial public offering (IPO) of its common stock on the New York Stock Exchange (NYSE) under the symbol MIAX, with an estimated initial public offering price between $ and $ per share.
MIH intends to use the net proceeds from the IPO to repay its 2029 Senior Secured Term Loan in full and for working capital and general corporate purposes, including satisfying tax withholding obligations.
MIH's revenue less cost of revenues for Q1 2025 was $91.9 million, a 50.9% increase from Q1 2024 ($60.9 million).
Net loss for Q1 2025 was $(21.4) million, compared to a net loss of $(4.9) million for Q1 2024.
Adjusted EBITDA for Q1 2025 was $39.9 million, a 136.6% increase from Q1 2024 ($16.8 million), with an adjusted EBITDA margin of 43.4%.
For the year ended December 31, 2024, revenue less cost of revenues was $275.6 million, net income was $102.0 million, and adjusted EBITDA was $82.1 million.
Average daily volume (ADV) in U.S. options on MIAX Exchanges increased to 8.7 million contracts for H1 2025, a 23.8% increase from H1 2024.
Total volume of futures and options on futures on MIAX Futures exchange was 2.2 million contracts for H1 2025, a 36.6% increase from H1 2024.
MIH has a ten-year exclusive license with Bloomberg to list futures, options on futures, and cash-settled index options on the Bloomberg US Large Cap Price Return Index (B500 Index) and Bloomberg US Large Cap Volatility Index (B500 Volatility Index).
The company plans to launch futures on the B500 Index in late Q4 2025 or early Q1 2026, cash-settled index options on the B500 Index in H1 2026, and options on futures on the B500 Index in H2 2026.
MIH acquired The International Stock Exchange Group Limited (TISEG) in June 2025, expanding its international presence in UK and European markets.
A 1-for-2 reverse stock split of common, Series B preferred, and non-voting common stock was effected on July 15, 2025.

Sentiment

Score: 6

Explanation: The company demonstrates strong growth in key operational metrics (options ADV, adjusted EBITDA) and has a clear strategic vision with new product launches and acquisitions. However, recent net losses and ongoing legal/regulatory challenges, coupled with the inherent risks of an IPO, temper the overall positive outlook.

Positives

Revenue less cost of revenues increased by 50.9% to $91.9 million in Q1 2025 compared to Q1 2024, driven by strong performance in the Options segment.
Adjusted EBITDA significantly increased by 136.6% to $39.9 million in Q1 2025, demonstrating improved operational efficiency and profitability on an adjusted basis.
Average daily volume (ADV) in U.S. options on MIAX Exchanges grew by 23.8% in H1 2025, indicating strong market participation and liquidity attraction.
Futures agricultural products ADV increased by 52.2% in Q1 2025, reflecting higher volatility and increased trading activity.
Secured a ten-year exclusive license with Bloomberg for proprietary index products (B500 Index and B500 Volatility Index), offering significant future growth potential.
Successful history of M&A, including acquisitions of MIAX Futures, BSX, Dorman Trading, MIAXdx, and TISEG, which have diversified asset classes and geographies.
Proprietary MIAX Exchange Technology Platform boasts high throughput, low latency, and reliability, with operational uptime of 99.99960800% for H1 2025, attracting market participants.
Plans to launch a physical trading floor for MIAX Sapphire in Miami, Florida, in September 2025, to capture additional multi-listed options volume.
Expanded U.S. Equities trading hours on MIAX Pearl Equities, now accepting orders from 3:30 a.m. to 8:00 p.m. Eastern Time, to increase member participation and market share.

Negatives

Reported a net loss of $(21.4) million in Q1 2025, a significant increase from the $(4.9) million net loss in Q1 2024.
U.S. Equities market share decreased to 1.1% in Q1 2025 from 1.8% in Q1 2024, despite overall market ADV growth.
Equities capture remained negative in Q1 2025, indicating that liquidity payments still exceeded transaction revenues in this segment.
Total volume of futures, options on futures, and swaps on MIAXdx decreased by 99.9% in H1 2025 compared to H1 2024, following the delisting of physically settled products.
BSX listed securities decreased by 12.6% to 1,195 as of June 30, 2025, compared to June 30, 2024.
The company recognized an unrealized loss of $42.4 million on derivative assets (Pyth tokens) in Q1 2025 due to price fluctuations.

Risks

A significant portion of operating revenues is generated by transaction and clearing-based business, making the company vulnerable to decreases in trading volume or shifts to lower revenue products.
Global economic, political, and financial market events or conditions, including recessions, inflation, and geopolitical conflicts, may negatively impact business by reducing trading demand and market data/access fees.
Failure to maintain order flow from providers following the expiration of Equity Rights Programs (ERPs) could negatively affect results of operations.
Revenues from market data and access fees may be reduced due to declines in market share, trading volumes, or regulatory changes, particularly concerning U.S. equities and options.
Intense competition from other exchanges, OTC markets, clearing organizations, and technology firms could lead to a decline in market share and revenues.
Dependence on Bloomberg and other service providers for proprietary products means failure to maintain quality or perform under agreements could impact revenues.
Reliance on key senior management and highly skilled employees, with potential adverse effects if these personnel are lost or difficult to replace.
Certain exchanges and clearing houses (e.g., MIAX Pearl Equities, MIAXdx) have limited operating histories, making business evaluation and future prospects uncertain.
Exposure to credit risk from third parties (customers, clearing houses, counterparties) and liquidity risks, especially in clearing house operations.
Risks related to crypto-asset custodial arrangements, including theft, loss, or destruction of private keys, and legal uncertainty regarding such arrangements.
Dorman Trading (FCM) is subject to margin funding requirements on short notice and counterparty credit risk, which could adversely affect its business.
Challenges in successfully offering new services or product offerings, including the Bloomberg Products and crypto-related products, due to regulatory hurdles, market conditions, and customer interest.
Significant investments in technology are required for continued growth, and failure to upgrade systems or implement new trading platforms (e.g., MIAX Futures Onyx) could be detrimental.
Financing agreements with secured lenders restrict current and future operations and ability to engage in certain business and financial transactions.
Purchasers in the IPO will immediately experience substantial dilution in net tangible book value.
Future sales and issuances of common stock or rights to purchase common stock could result in additional dilution and cause stock price to decline.
An active trading market for common stock may not develop or be sustained, making it difficult to sell shares.
Subject to comprehensive regulation by the SEC, CFTC, NFA, BMA, and GFSC, which can negatively impact ability to implement changes or expand products/services, and lead to legal proceedings.
Self-regulatory obligations of exchanges may create conflicts of interest when pursuing regulatory actions against customers who are also stockholders.
Compliance with data privacy and data protection laws may result in greater costs and risks.
Risk management methods may not be effective against unidentified or unanticipated risks, or misconduct/errors.
Ongoing litigation, such as the Nasdaq patent infringement and trade secret misappropriation case, could result in substantial costs and divert management resources.
Climate change and the transition to a net-zero economy pose operational, commercial, reputational, and regulatory risks, including volatility in agricultural commodity prices and scrutiny of crypto-asset mining.

Future Outlook

MIH plans to expand its market share in options by monitoring fees, improving technology, and adding functionality, including launching a MIAX Sapphire trading floor in Miami in September 2025. The company will expand its futures markets by transforming MIAX Futures into a full-solution DCM and DCO, leveraging its unrestricted DCO license to offer margined clearing. New proprietary products, including futures and cash-settled index options on the Bloomberg B500 Index (late Q4 2025/early Q1 2026) and MIAX Tini Bloomberg 100Q Futures (H1 2026), are planned. MIH also aims to increase its international presence through BSX and TISEG, exploring innovative cryptocurrency and digital asset products on BSX. The company expects to further monetize and enhance its data and analytics capabilities and grow its cash equities exchange by introducing additional functionality, expanding data offerings, and implementing pricing incentives.

Management Comments

Our MIAX Exchange marketplaces are enabled by our in-house built, proprietary technology. We believe the speed and performance of our proprietary technology coupled with our fully integrated, award-winning customer service, sets us apart from our competitors.
We are regarded as a market leader relative to many of our peers with respect to our technology, based on feedback from our customers. We differentiate our trading platform with our throughput, latency, reliability and wire-order determinism.
MIAX has a strong track record of organic growth. By increasing scale and launching new marketplaces, we have been able to substantially grow our transaction volume.
We believe that MIAX Futures unrestricted DCO license as it relates to futures and options on futures is highly valuable given that an unrestricted license can offer margin on cleared futures positions.
We believe we are well positioned to leverage our competitive strengths to enhance our market position, develop new products and services, and continue expanding into new asset classes and geographies.

Industry Context

The financial markets industry is characterized by heightened market volatility, growing retail investor participation, rapid technological advances, increased sophistication of trading strategies, and the proliferation of new asset classes and financial products (e.g., cryptocurrencies, digital assets, event-based contracts). MIH's strategy aligns with these trends by focusing on technology-driven platforms, expanding into new asset classes like crypto derivatives, and increasing international presence. The industry also faces intense competition from established exchanges and alternative trading systems, as well as evolving regulatory scrutiny on market structure, data fees, and crypto assets.

Comparison to Industry Standards

MIAX has grown to be the 14th largest global derivatives exchange operator as of June 30, 2025, as measured by the total number of futures and options contracts traded on exchanges, as reported by the Futures Industry Association (FIA).
MIAX Options was ranked second in multi-listed options market share for electronic complex orders in 2024 and H1 2025, according to Options Price Reporting Authority (OPRA), indicating a strong competitive position in this specific segment.
BSX is the global leader in the listing of Insurance Linked Securities (ILS) vehicles, with BSX-listed ILS vehicles providing catastrophic peril reinsurance coverage having an outstanding notional value of $52.7 billion, representing approximately 92.6% of the global issuance as of June 30, 2025.
TISE's Qualified Investor Bond Market (QIBM) is a leading market in Europe for listing high yield bonds and private equity debt, with over 2,400 issuers and 4,500 securities listed, and holds a significant share (over 45% as of June 30, 2025) of the market for listed UK Real Estate Investment Trusts (REITs).
MIAX Exchange trading platforms demonstrate very low operational downtime, with MIAX Options, MIAX Emerald, MIAX Pearl, and MIAX Sapphire achieving 99.99960800% accessibility in H1 2025, which is competitive with industry leaders like Nasdaq and Cboe.
MIAX's maximum sustained throughput capability for its options exchanges (e.g., MIAX Options at 32.0 million quotes/orders per second) positions it as a high-performance platform compared to peers.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Douglas M. Schafer Jr.	N/A	Upon closing of the offering	Will not be serving as a director upon closing of the offering.
Director	N/A	David Brown	2025-05-19	Appointment to the board of directors.
Director	N/A	Jamil Nazarali	2025-05-19	Appointment to the board of directors.
Director	N/A	Murray Stahl	2025-07-15	Appointment to the board of directors.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The board of directors will consist of 15 members upon the closing of this offering. Independent directors must comprise a majority of the board within one year of the IPO. Audit and compensation committee members must be independent.	Upon closing of the offering	Enhances corporate governance by increasing independent oversight and aligning with NYSE listing standards.
Committee Structure	Establishment of an audit committee, compensation committee, nominating and corporate governance committee, and a risk committee, each with a charter.	Prior to consummation of this offering	Strengthens oversight in key areas like financial reporting, executive compensation, director nominations, and enterprise risk management.
Code of Conduct and Ethics	Adoption of a written code of business conduct for directors, officers, and employees, and a code of ethics for senior financial officers.	Upon closing of this offering	Promotes ethical behavior and compliance with legal and regulatory standards, enhancing corporate integrity.
Ownership and Voting Limitations	Amended and restated certificate of incorporation prohibits any person from owning >40% of any class of capital stock, exchange members from owning >20%, and all persons from voting >20% of voting power, subject to waivers.	2025-07-15	Protects the independence of the self-regulatory function of the Controlled National Securities Exchanges and may impede change of control transactions.
Indemnification	Amended and restated certificate of incorporation and by-laws limit director/officer liability and provide for indemnification to the fullest extent permitted by DGCL.	2025-07-15	Aids in attracting and retaining qualified directors and executive officers by mitigating personal liability risks.
Reverse Stock Split	A 1-for-2 reverse stock split of outstanding and treasury shares of common stock, non-voting common stock, and Series B preferred stock.	2025-07-15	Adjusts share count and per-share metrics, potentially increasing per-share price and market perception.

Legal Proceedings

Nasdaq, Inc. filed a patent infringement and trade secret misappropriation action against the Company on September 1, 2017. All six patents at issue were invalidated by the PTAB in 2019, and Nasdaq waived its right to appeal in June 2022. The trade secret case is currently proceeding, with court decisions on summary judgment motions anticipated in H2 2025.
MIAXdx is subject to CFTC inquiries related to activities prior to its acquisition by the Company, during the prior ownership by FTX. The outcome of these requests is unpredictable and could result in substantial costs, sanctions, or reputational harm.
A putative class action was filed on April 16, 2024, alleging unlawful agency action by the SEC regarding the Consolidated Audit Trail (CAT) funding model. This litigation could significantly delay CAT implementation and impact SROs' ability to collect reimbursements.
The SEC's Regulation NMS Amendments, including changes to tick size and maximum access fees, are currently stayed due to legal challenges by Cboe and Nasdaq, which could impact equity market structure and MIAX Pearl Equities.

Related Party Transactions

Trading activity with greater than 5% stockholders (Citadel Securities, SII, Susquehanna, Wolverine) generated significant revenues and costs, with fees assessed pursuant to published fee schedules.
ERP V Program warrants were issued to Citadel Securities, SII, and Susquehanna in September 2020, in exchange for prepaid exchange fees, with vesting tied to liquidity volume targets.
ERP II warrants were exercised by SII in September 2023, leading to a put notice for 2,231,645 shares, later reduced to 1,725,213 shares after a partial sale to another ERP participant. The put obligation of $22.7 million due January 17, 2025, was deferred and later extinguished for 1,150,142 shares through a sale to another ERP participant in February 2025.
In December 2023, the company issued 131,576 common shares to Citadel Securities and paid $2,388,088 to Wolverine to terminate their ERP put rights for 3,371,620 and 2,985,110 shares, respectively.
Wolverine made a $1,518,559 loan to the company in December 2023, bearing 8% interest, and received a warrant to purchase 7,408 common shares.
Citadel Securities acquired 92,611 common shares for $1,898,526 in December 2023 and received a warrant for 9,261 common shares.
An exchange agreement with Citadel Securities Principal Investments LLC on June 30, 2025, resulted in the surrender of 5,887,286 common shares and 331,218 non-voting common shares in exchange for a pre-funded warrant to purchase 6,218,504 common shares.
Warburg Pincus affiliates provided a $100 million 2029 Senior Secured Term Loan in August 2024, bearing 12.90% interest, and received warrants to purchase 3,795,564 common shares. An incremental $40 million term loan was provided in June 2025 for the TISE acquisition.
Murray Stahl (a director and >5% stockholder) and his affiliates (Horizon Kinetics, FRMO Corp., South LaSalle Partners, LP, etc.) were involved in convertible loans and stock/warrant issuances. A $46.1 million convertible loan from HK Class M Fund was converted into 2,709,866 common shares in May 2024.
Timur Tillyaev (a former >5% stockholder) and his entities (Greenmont Fintech Limited, Securtrade DMCC) were involved in convertible loans and warrant extensions. A $5 million loan from AHL (assigned to Mr. Tillyaev) and a $2 million loan from Mr. Tillyaev were noted.
Paul Kotos (a former director) and his related entity Capital Investing, LLC received advisory fees totaling $1,710,000 from January 2022 to February 2025, plus additional fees for specific advisory services, and warrant extensions.
John Beckelman (a director and Managing Director of Piper Sandler & Co.) was involved in financial advisory services agreements with PSC (Piper Sandler & Co.) for the Dorman Trading and MIAXdx acquisitions, and the 2029 Senior Secured Term Loan, totaling $6,625,000 in fees.
Mark Massad (a director) is Senior Managing Director of KB Financial Companies, LLC, a OneDigital company. OneDigital received $300,000 for accounting-related advisory services for TISE in February 2025.
Lee Becker (a director and Managing Director of Warburg Pincus LLC) is associated with the Warburg Pincus affiliates providing the 2029 Senior Secured Term Loan.
Jassem Zainal (a former director) and Talal Al-Bahar (a director) are associated with Arzan Financial Group, which provided a $1.8 million convertible loan converted into 105,973 common shares in March 2024, and received a warrant for 750,000 common shares for stockholder services.
Employment arrangements with immediate family members of executive officers and directors (Dominique Prunetti Miller, Tia Toms, Katherine Comly) with compensation and equity awards consistent with similar roles.

Stakeholder Impact

Shareholders: Potential for dilution from the IPO and future warrant exercises, but also potential for value appreciation from strategic growth initiatives and market expansion. Existing shareholders may experience immediate dilution from the IPO.
Employees: Participation in equity incentive plans, competitive compensation, and benefits. IPO may lead to special bonuses and liquidity for equity awards. Employment agreements for key executives provide stability and severance benefits.
Customers (Exchange Members, Liquidity Providers): Benefits from advanced technology, competitive pricing models, and new product offerings. Strategic relationships through ERPs have aligned interests, but future order flow is not guaranteed post-ERP expiration.
Regulatory Authorities (SEC, CFTC, BMA, GFSC): Increased scrutiny and compliance obligations due to multi-asset and international operations. Ongoing legal proceedings and regulatory changes (e.g., CAT, crypto regulation) pose compliance and financial risks.
Creditors (Lenders): The 2029 Senior Secured Term Loan will be repaid in full with IPO proceeds, reducing debt burden. However, debt covenants restrict future financial and business transactions.
Suppliers/Vendors: Dependence on third-party providers for key components and services, with potential for business disruption if these providers fail or services are interrupted.
Community: Corporate Social Responsibility Group (CSRG) initiatives focus on environmental impact, human capital management, charitable giving, financial literacy, and governance, aiming for positive contributions to local communities.

Next Steps

Launch of a trading floor for MIAX Sapphire in Miami, Florida, in September 2025.
Launch of futures on the Bloomberg B500 Index in late Q4 2025 or early Q1 2026 on MIAX Futures.
Launch of cash-settled index options on the Bloomberg B500 Index in H1 2026 on MIAX Options.
Launch of options on futures on the Bloomberg B500 Index targeted for H2 2026 on MIAX Futures.
Launch of MIAX Tini Bloomberg 100Q Futures in H1 2026 on MIAX Futures.
Listing of other agricultural and financial futures products on the MIAX Futures Onyx trading platform beginning in H2 2025.
Development of additional cash-settled products for MIAXdx, subject to CFTC approval.
Expansion of access for participants on MIAXdx to incorporate an intermediated FCM model and offer margin on cleared products, requiring CFTC approval.
Continued growth of BSX team with staff additions to increase business development and marketing activities in London, New York, and South America.
Ongoing defense in the Nasdaq patent infringement and trade secret misappropriation lawsuit, with court decisions on summary judgment motions anticipated in H2 2025.
Compliance with new or revised accounting standards, including ASU 350-60 (Crypto Assets) and ASU 2023-09 (Income Taxes) in fiscal years beginning after December 15, 2024 and 2025, respectively.

Key Dates

Date	Description
2007-11-14	Corporation's Certificate of Incorporation filed with the State of Delaware.
2008-01-22	Amended and Restated Certificate of Incorporation filed.
2008-05-15	Amended and Restated Certificate of Incorporation filed.
2008-05-27	Effective date of the 2008 Employee Plan and 2008 Director Plan.
2008-05-30	Certificate of Designation for Series B Preferred Stock filed.
2008-06-04	Certificate of Designation for Series A Preferred Stock filed.
2010-11-01	Certificate of Increase of Shares Designated as Series B Preferred Stock filed; Certificate of Elimination for Series A Preferred Stock filed.
2010-11-09	Restated Certificate of Incorporation filed.
2011-04-04	Shelly Brown joined the company.
2011-08-01	Harish Jayabalan joined the company.
2011-08-31	Amended and Restated Certificate of Incorporation filed.
2012-12-01	MIAX Options, the first options exchange, launched.
2013-09-30	Equity Rights Program I (ERP I) closed.
2013-11-15	Effective date of the 2013 Employee Plan and 2013 Director Plan.
2014-01-10	MIAX Futures' election to opt-in as a subpart C DCO became effective.
2015-02-02	Equity Rights Program II (ERP II) closed.
2015-10-16	Amended and Restated Certificate of Incorporation filed.
2016-08-01	Initial put vesting date for ERP I.
2017-02-01	MIAX Pearl, the second options exchange, launched.
2017-07-06	CFTC approved MIAXdx as a SEF.
2017-06-30	Equity Rights Program III (ERP III) closed.
2017-10-16	MIAXdx commenced its principal business activities, listing and clearing fully collateralized, physically settled Bitcoin swaps and options.
2018-04-30	Equity Rights Program IV (ERP IV) closed.
2018-05-26	2008 Employee Plan and 2008 Director Plan terminated.
2018-08-01	Initial put vesting date for ERP II.
2019-03-01	MIAX Emerald, the third options exchange, launched.
2019-06-24	CFTC approved MIAXdx as a DCM, and MIAXdx began listing and clearing fully collateralized, physically settled Bitcoin derivatives.
2019-10-01	MIH acquired a majority interest in BSX.
2020-09-11	Equity Rights Program V (ERP V) closed.
2020-09-29	MIAX Pearl Equities, the first cash equities platform, launched.
2020-12-04	MIH acquired 100% ownership of MIAX Futures; Company issued a 9.5% convertible note for $5.0 million to an existing stockholder.
2020-12-31	Warrant vesting period for ERP III and ERP IV ended.
2021-01-26	Effective date of the 2021 Stock Option and Incentive Plan for Employees and Consultants.
2021-06-30	MIAXdx began listing and clearing fully collateralized, physically settled Ether swaps and options.
2021-07-29	Date of Issuance for Warrant to Purchase Common Stock to FCS Advisors LLC, d/b/a Brevet Capital Advisors.
2021-08-01	Arzan made a convertible loan to the company in the principal amount of $1,800,000.
2021-09-01	Nasdaq, Inc. filed a patent infringement and trade secret misappropriation action against the Company.
2021-09-01	BSX began publishing select MIAX Pearl Equities market data to the Pyth Network.
2021-10-01	Timur Tillyaev made a convertible loan to the company in the principal amount of $2,000,000.
2022-05-16	Board of Directors adopted the 2022 Equity Incentive Plan and amended Prior Stock Incentive Plans.
2022-06-07	USPTO Director denied Nasdaq's requests for review of PTAB Final Written Decisions.
2022-06-21	Nasdaq waived its right to appeal PTAB's Final Written Decisions, lifting the stay in the District Court matter.
2022-08-05	Company filed an Amended Answer and Counterclaims in the NJ District Court.
2022-10-19	MIH acquired Dorman Trading, a full-service FCM.
2022-11-01	FTX filed for bankruptcy, making Pyth tokens held by BSX inaccessible.
2023-05-19	MIH acquired MIAXdx from Ledger Holdings Inc.
2023-06-01	MIAX Futures DCO proprietary technology upgraded.
2023-06-01	Pyth Foundation's request to remint Pyth tokens granted by FTX Bankruptcy Court.
2023-07-25	Court denied motions by Company and Nasdaq in the patent infringement case.
2023-08-01	Pyth tokens were reminted.
2023-09-01	Company received a put notice from an ERP II participant to redeem 2,231,645 shares of common stock.
2023-10-01	MIAX Futures began paying interest to clearing members from member funds.
2023-11-01	BSX received replacement Pyth tokens and holds them in a non-FTX warm wallet.
2023-12-01	Company issued a $1.5 million promissory note at 8% interest to an existing shareholder.
2023-12-04	Date of Issuance for Warrant to Purchase Common Stock to FCS Advisors LLC, d/b/a Brevet Capital Advisors.
2023-12-28	ERP II participant sold 506,432 shares, reducing the put notice to 1,725,213 shares.
2024-01-01	Dorman's 401(k) plan merged with the Company's 401(k) plan.
2024-01-17	One-third of the ERP II put obligation ($11.4 million) was due and payable; Company elected to defer payment.
2024-01-19	MIAXdx markets changed trading hours to Monday-Friday, 9:30 a.m. to 4:00 p.m. Eastern Time.
2024-01-23	President Trump signed Executive Order Strengthening American Leadership in Digital Financial Technology.
2024-01-26	2021 Stock Option and Incentive Plan for Employees and Consultants became effective.
2024-01-30	Company announced first exclusive Bloomberg Products (B500 Index futures and cash-settled index options).
2024-01-30	MIAX Futures transitioned clearing of all Bitnomial Exchange contracts to Bitnomial Clearinghouse.
2024-02-13	SEC issued orders suspending SROs' fee filing for CAT and instituting proceedings.
2024-02-16	Shelly Brown received a stock option to purchase 75,000 shares and 37,500 restricted shares under the 2022 Plan.
2024-03-06	BMO Line of Credit Loan Authorization Agreement dated.
2024-03-13	Highest total USD value of Total Deposited Crypto-Assets at MIAXdx ($130,955,897).
2024-03-19	MIH East and TISE reached an agreement for MIH East to acquire remaining TISE shares; Company agreed to an incremental loan commitment of $40 million for the acquisition.
2024-03-20	MIAXdx DCM executed its latest trade, cleared by MIAXdx DCO.
2024-03-26	Highest total USD Value of crypto-assets collateralizing open positions at MIAXdx ($66,796,578).
2024-03-31	End of Q1 2024 financial reporting period.
2024-04-14	CME started trading Hard Red Spring Wheat futures and options.
2024-04-16	Putative class action filed alleging SEC unlawful agency action regarding CAT funding.
2024-04-26	Company extended maturity of Prior Loan Agreement to June 17, 2024.
2024-05-20	First 125 million Pyth tokens were unlocked by Pyth Network.
2024-06-10	Douglas M. Schafer, Jr. received a stock option to purchase 100,000 shares and 150,000 restricted shares under the 2022 Plan; Shelly Brown received 16,667 restricted shares under the 2022 Plan.
2024-06-17	Company paid outstanding principal and interest of Prior Loan Agreement.
2024-06-29	MIAX Futures Onyx trading system launched with migration of Minneapolis Hard Red Spring Wheat futures.
2024-06-30	Periods during which warrants may be earned under all ERPs expired; End of Q2 2024 financial reporting period.
2024-07-17	Digital Asset Market Clarity Act of 2025 (CLARITY Act) H.R.3633 passed by the House of Representatives.
2024-07-18	Guiding and Establishing National Innovation for US Stablecoins Act (GENIUS Act) S.1582 expected to be signed into law.
2024-07-22	President's Working Group on Digital Asset Markets report on federal regulatory framework for digital assets due.
2024-07-24	MIAXdx delisted all of its physically settled products on its DCM and SEF.
2024-07-24	SEC exemption allowing SROs to collect CAT fees from industry members challenged in the 11th Circuit.
2024-07-29	Wells Fargo secured line of credit increased to $40 million and will expire.
2024-08-01	Company entered into a financial advisory services agreement with Horizon Kinetics.
2024-08-12	MIAX Sapphire, the fourth electronic U.S. equity options exchange, launched.
2024-08-21	MIH entered into a $100 million 2029 Senior Secured Term Loan Agreement with Warburg Pincus affiliates.
2024-08-28	CFTC approved a DCO registration for Kalshi Klear.
2024-08-31	Wells Fargo Credit Agreement dated.
2024-09-01	Motion for stay and injunctive relief filed in the 11th Circuit to rescind the Executed Share Model and halt CAT fee collection.
2024-09-03	SROs' fee filing with the SEC to recoup prospective CAT costs became effective.
2024-09-06	SEC approved an amendment to CAT to adopt a revised funding model (Executed Share Model).
2024-09-12	Kalshi began listing contracts to be cleared at Kalshi Klear.
2024-10-01	CAT LLC began collecting fees from executing brokers on behalf of SROs.
2024-10-04	MIAX Futures Holdco, LLC changed its name to MIAX Global Derivatives, LLC.
2024-10-17	MIAX Futures terminated its registration with the SEC as a national securities exchange.
2024-10-18	SEC released a proposed Volume Based Proposal rule.
2024-10-31	Cboe Global Markets, Inc. and Nasdaq, Inc. petitioned the U.S. Court of Appeals for the District of Columbia Circuit to review SEC's Regulation NMS Amendments.
2024-11-01	Certificate of Increase of Shares Designated as Series B Preferred Stock filed.
2024-11-04	Date of Issuance for Warrant to Purchase Common Stock to Skylight Aggregator, L.P. (2,800,291 shares).
2024-11-04	Date of Issuance for Warrant to Purchase Common Stock to Skylight Aggregator, L.P. (4,200,436 shares).
2024-11-04	Date of Issuance for Warrant to Purchase Common Stock to WPCS FF Excelsior, L.P. (354,240 shares).
2024-11-04	Date of Issuance for Warrant to Purchase Common Stock to WPCS FF Excelsior, L.P. (236,160 shares).
2024-11-01	Motion for stay and injunctive relief regarding CAT fees denied.
2024-11-01	SROs submitted filings with the SEC to recoup certain prospective CAT costs.
2024-11-15	MIAXdx DCO transferred all open positions in Kalshi contracts and related customer deposits to Kalshi Klear.
2024-11-20	SEC issued an order approving a new Consolidated Tape Plan (New CT Plan).
2024-11-27	24X National Exchange LLC received SEC approval to operate as a national securities exchange.
2024-12-01	CAT LLC started invoicing SROs and executing brokers for prospective CAT fees.
2024-12-12	SEC granted Cboe and Nasdaq's motion to stay implementation of challenged Regulation NMS Amendments.
2024-12-20	CFTC approved a final rule implementing requirements for FCMs related to margin adequacy and separate accounts.
2024-12-26	CFTC issued a proposed rule for the protection of clearing member assets held by DCOs.
2025-01-01	Available shares under the 2022 Plan increased.
2025-01-17	SII agreed to extend the September 2023 Put First Closing Date until February 24, 2025.
2025-01-20	Highest total USD Value of crypto-assets on deposit at MIAXdx ($10,568,111).
2025-01-21	Acting Chair of the SEC Uyeda launched a Crypto Task Force.
2025-01-30	Company entered into an amendment to the Bloomberg License Agreement, adding the B100Q Index.
2025-02-01	Current term of the FIS Agreement for Dorman Trading expires.
2025-02-14	Dream Exchange Holdings, Inc. (DreamEx) filed its Form 1 application with the SEC.
2025-02-21	SII sold 1,150,142 shares subject to the September 2023 Put Notice to another ERP participant.
2025-02-24	Extended September 2023 Put First Closing Date.
2025-02-25	Company entered into an advisory services agreement with OneDigital Investment Advisors LLC.
2025-03-01	MIAXdx launched cash settled Bitcoin Range Binary Options (BTCRB Options).
2025-03-04	CFTC issued a proposed rule for DCMs and SEFs regarding governance and conflicts of interest.
2025-03-07	Nasdaq announced its intention to offer twenty-four hour trading Monday through Friday.
2025-03-10	Company launched its own BSX trading, clearing, and settlement system.
2025-03-14	MEMX announced it received regulatory approval for its second exchange, MX2.
2025-03-19	MIH East and TISE reached an agreement for MIH East to acquire remaining TISE shares; Company agreed to an incremental loan commitment of $40 million for the acquisition.
2025-03-20	MIAXdx DCM executed its latest trade, cleared by MIAXdx DCO.
2025-03-31	End of Q1 2025 financial reporting period.
2025-04-16	IEX announced IEX Options is expected to launch at the end of Q1 2026.
2025-04-24	Requisite majority of TISE ordinary shareholders approved the proposed TISE acquisition.
2025-04-30	All 1,610,929 outstanding ERP IV warrants were exercised prior to expiration.
2025-05-06	Operating Committees of the CTA Plan, CQS Plan, and UTP Plan announced they will submit a Plan Amendment to the SEC to extend operating hours.
2025-05-19	David Brown and Jamil Nazarali joined the board of directors.
2025-05-20	Second tranche of Pyth tokens unlocked by Pyth Network; BSX sold substantially all unlocked tokens.
2025-05-28	Vice President delivered remarks at the Bitcoin 2025 Conference supporting comprehensive market structure bill.
2025-06-03	Hearing with the Royal Court of Guernsey for TISE acquisition.
2025-06-05	MIH completed the acquisition of TISEG.
2025-06-13	MIH entered into an amendment to the 2029 Senior Secured Loan Agreement for an incremental $40 million term loan.
2025-06-18	MX2 filed a proposed rule change with the SEC to govern options trading on MX2.
2025-06-29	MIAX Futures Onyx trading system launched.
2025-06-30	End of H1 2025 financial reporting period.
2025-06-30	Effective date of exchange agreement with Citadel Securities Principal Investments LLC for a pre-funded warrant.
2025-07-15	Company amended its restated certificate of incorporation to effect a 1-for-2 reverse stock split.
2025-07-15	Murray Stahl joined the board of directors.
2025-07-17	Amended and Restated Employment Agreement effective for Thomas P. Gallagher.
2025-07-21	Compliance date for FCMs that are clearing members of a DCO for CFTC's new margin adequacy rule.
2025-07-29	Wells Fargo secured line of credit will expire.
2025-09-01	MIAX Sapphire physical trading floor in Miami, Florida, planned to launch.
2025-09-29	24X National Exchange LLC expected to launch first stage of operations.
2025-10-01	Annual goodwill impairment test date.
2025-11-03	Compliance date for most Regulation NMS Amendments (currently stayed).
2025-12-31	MIAX Futures' two unsecured revolving lines of credit with a bank expire.
2026-01-01	Available shares under the 2022 Plan will increase.
2026-01-01	Effective date for ASU 2023-09 (Income Taxes) amendments.
2026-01-01	Effective date for ASU 350-60 (Crypto Assets) amendments.
2026-01-01	Effective date for ASU 2021-08 (Business Combinations) amendments.
2026-01-01	Effective date for ASU 2022-03 (Fair Value Measurement) amendments.
2026-03-31	Term of Douglas M. Schafer, Jr.'s employment agreement ends.
2026-05-01	Compliance date for odd lot orders amendment of Regulation NMS Amendments (currently stayed).
2026-05-20	Another 125 million Pyth tokens expected to be unlocked by Pyth Network.
2026-06-18	MX2 Options expected to launch.
2026-08-01	MIAX Tini Bloomberg 100Q Futures planned to launch in H1 2026.
2026-09-01	Nasdaq plans to implement expanded trading hours in H2 2026.
2026-12-31	Term of Shelly Brown's employment agreement ends.
2026-12-31	UK Temporary Recognition Regime for third-country CCPs extends until this date.
2027-05-20	Remaining 125 million Pyth tokens expected to be unlocked by Pyth Network.
2027-09-11	ERP V warrants expire.
2027-09-01	MIAX Pearl Equities lease expires.
2027-12-31	Effective date for ASU 2024-03 (Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures) for fiscal years.
2028-08-21	Put Right Date for 2029 Senior Secured Term Loan Warrants.
2028-12-31	Term of Thomas P. Gallagher's employment agreement ends.
2029-02-01	Current term of the FIS Agreement for Dorman Trading expires.
2029-07-29	MIAX Futures secured line of credit with another bank expires.
2029-08-21	Maturity date for the 2029 Senior Secured Term Loan and Incremental Term Loan.
2031-12-31	TISEG operating facilities lease expires.
2032-01-01	End date for automatic annual increase of available shares under the 2022 Plan.
2032-08-21	Expiration date for 2029 Senior Secured Term Loan Warrants.
2033-01-01	Federal net operating losses from 2017 begin to expire.
2034-09-01	MIAX Sapphire trading floor lease expires.
2035-01-01	State net operating losses begin to expire.

Recommendation

hold

While Miami International Holdings demonstrates strong operational growth in its core options business and has a clear strategy for expanding into new asset classes and geographies through technology and acquisitions, the company reported a net loss in Q1 2025 and 2023. The upcoming IPO aims to address debt and provide working capital, but investors face immediate dilution. Significant regulatory and competitive risks, coupled with the inherent uncertainties of new product launches and ongoing litigation, suggest a 'hold' recommendation. The long-term potential is evident, but current financial performance and market dynamics warrant caution for new investments at this stage.

Keywords

Financial Market Infrastructure, SEC Filing, IPO, Options Trading, Futures Trading, Cash Equities, Derivatives, Market Data, Clearing House, Proprietary Technology, Bloomberg Index, Crypto Assets, International Exchange, Risk Management, Corporate Governance, SEC Regulation, CFTC Regulation, M&A Strategy, Financial Performance

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.