MIAMI INTERNATIONAL HOLDINGS, INC.

This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future, other than statements of historical fact are forward-looking statements, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. 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; and

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

The forward-looking statements in this prospectus are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under the sections entitled “Risk Factors”, elsewhere in this prospectus and in our other filings with the SEC. 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 on our business of global economic, political and financial market events or conditions, including regional conflicts and war.

For a detailed discussion of these and other factors that might affect our performance, see “Risk Factors” in this prospectus. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus.