MIAMI INTERNATIONAL HOLDINGS, INC.

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, future revenue, business strategies, growth strategies and anticipated trends in our business, are forward-looking statements. In some cases, you can identify forward-looking statements by forward-looking words such as “anticipate,” “believe,” “contemplate,” “continue” “could,” “estimate”, “expect,” “intend,” “may,” “plan,” “potential,” ”predict,” “project,” “should,” ”target,” or “will,” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

•our future operating and financial performance, ability to generate positive cash flow and to achieve and sustain profitability;

•our competitive position;

•the sufficiency of our existing capital resources to fund our future operating expenses;

•the timing of the introduction of new products;

•the likelihood of success in and impact of litigation;

•our protection or enforcement of our intellectual property rights;

•our expectation with respect to securities, options and future markets and general economic conditions;

•our ability to upgrade our platforms;

•our ability to keep up with rapid technological change;

•the effect of future legislation and regulatory changes on our business; and

•our anticipated use of proceeds from this offering.

The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include:

•our ability to attract trading volume to our exchanges;

•our ability to maintain order flow from providers following the expiration of our ERPs;

•revenues from our market data fees and access and capacity fees;

•price competition in our industry;

•our dependence on third parties;

•changes in user preferences;

•our ability to attract and retain skilled management and other personnel;

•our ability to minimize the risks, including credit and default risks, associated with operating a clearing house;

•the growth of our business through offering new services and product offerings and acquisitions or strategic alliances;

•our ability to invest in technology and keep up with rapid technological changes affecting our industry;

•the impairment of our goodwill, other intangible assets or investments;

•changes to the regulatory environment and compliance with law and regulations;

•the efficacy of our risk management methods;

•litigation risks and other liabilities;

•our ability to protect our intellectual property rights and avoid violating the intellectual property rights of others; and

•the impact of global economic, political and financial market events or conditions, including regional conflicts and war, on our business.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.