Miami International Holdings, Inc.

We believe our facilities are adequate for our current operations and that additional space can be obtained if needed.

• We may face risks related to supply chain interruptions that result from AI companies working on the increased adoption, application and development of AI globally, which could have a material adverse effect on our business, operating results and financial condition.
• Global trade policies, including the assessment of tariffs and other impositions on imported goods, may have a material adverse impact on our business.
• Our failure to maintain order flow from order flow providers could negatively affect our results of operations.
• Revenues from our market data fees, access fees and other non-transaction fees on our MIAX Exchanges may be reduced due to declines in our market share, trading volumes or regulatory changes.
• We face intense competition. If we are unable to successfully compete, our business, financial condition and operating results may be materially adversely affected.
• Our business may be adversely affected by price competition.
• Competition from other venues with respect to our proprietary products could negatively impact our revenues.
• If one or more of the index providers from which we have licenses or service providers with respect to proprietary products fail to maintain the quality and integrity of their indexes or fail to perform under our agreements with them, or if customer preferences change, or if we fail to maintain the quality and integrity of our proprietary indexes or fail to perform under our license or service provider agreements, revenues we generate from trading in these proprietary products or the calculation and dissemination of index values may suffer.
• We are dependent on the members of our senior management team and other key personnel.
• We are dependent on highly skilled employees with experience in our industry and a failure to attract and retain highly skilled employees could adversely affect our business, financial condition and our future growth.
• Financial or other problems experienced by third parties could have an adverse effect on our business.
• Our cost structure is largely fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.
• We are exposed to risks related to defaults by clearing members and liquidity risks.
• The MIAX Futures clearing house may incur large credit exposures on final settlement days.
• Settlement bank failures could pose both credit risks and liquidity risks to the MIAX Futures clearing house.
• If a number of clearing members on MIAX Futures substantially reduce their open interest, default or withdraw as clearing members, the concentration of risks within the MIAX Futures clearing house will be spread among a smaller pool of clearing members, which would make it more difficult to absorb and manage risk in the event of another clearing member’s default.
• Dorman Trading is subject to margin funding requirements on short notice.
• Dorman Trading is exposed to counterparty credit risk whereby the failure by persons with whom it does business to meet their financial obligations could adversely affect the business, financial condition and results of operations of Dorman Trading.
• Dorman Trading is subject to risk of default by financial institutions that hold its funds and its customers’ funds.
• Dorman Trading relies on relationships with introducing brokers for obtaining some of its clients and its business could be harmed by failure to maintain relationships with these introducing brokers and Dorman Trading’s business or reputation could be harmed by such introducing broker misconduct or errors.
• Dorman Trading’s risk management policies and procedures may leave it exposed to unidentified or unanticipated risks, which could harm its business.
• We may not be successful in offering new services or product offerings, including the Bloomberg Products or other proprietary products or the technologies to support these products.
• Our failure to manage the growth of our business could harm us.
• We may fail to realize the anticipated cost savings, growth opportunities, synergies and other benefits anticipated from mergers and acquisitions or strategic alliance transactions.
• Risks Related to our Technology
• We may not be able to keep up with rapid technological changes affecting our industry.
• If we experience significant or recurring systems failures or capacity constraints, our reputation may be harmed and we may experience a loss of business.
• Our continued growth may require significant investments in technology. If we are unable to increase the capacity and capabilities of our systems, or implement the financial futures trading system at MIAX Futures on a timely basis, our business could be materially adversely affected.
• The technology upon which we rely, including technology provided by third parties, may be vulnerable to security risks, cybersecurity risks, operational disruptions, and other risks and events that could harm our business.
• Our role in the global financial system positions us at a greater risk for cyberattacks, cyberterrorism and other cybersecurity risks.
• We depend on third-party providers for key components and services that are important to our business. An interruption or cessation of such components or services by any third party could have a material adverse effect on our business.
• Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.
• Our products, platforms, and internal systems rely on software that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations or vulnerabilities in our systems, our business could be adversely affected.
• If we determine to use AI in any of our products, it may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.
• We may not be able to accurately predict our future capital needs, and we may not be able to obtain future financing to fund our operations on favorable terms or at all.
• We have issued warrants exercisable for our securities, which if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.
• We may be required to recognize impairments of our goodwill, other intangible assets or investments.
• Pyth tokens are based on a highly volatile asset, and fluctuations in the price of Pyth tokens have in the past affected and may affect our financial results in the future.
• The MIAX Exchanges are subject to comprehensive regulation by the SEC.
• MIAX Futures is subject to comprehensive regulation by the CFTC.
• Dorman Trading is subject to comprehensive regulation by the CFTC.
• Regulatory action adversely affecting proprietary products exclusively licensed by us may negatively impact our revenues derived from those products.
• Our ability to implement or amend rules or regulatory approval orders could be limited or delayed because of regulatory oversight, review or approval or a government shutdown, which could negatively affect our ability to implement needed changes or expand our products or services.
• We may be subject to censures, fines and other legal proceedings if we fail to comply with legal and regulatory obligations.
• There may be regulatory hurdles to launching new products and if we fail to obtain any required regulatory approvals, such failure may result in delays or restrictions on our ability to benefit fully from these offerings.
• Changes to the legislative or regulatory environment may impose new or unanticipated burdens on one or more of our exchanges or the MIAX Futures clearing house, which could have a material adverse effect on our business, financial condition and operating results.
• Changes in the tax laws and regulations affecting us, our products, offerings and our market participants could have a material adverse effect on our business.
• Our ability to use certain net operating loss carryforwards and certain other tax attributes may be limited if we undergo an “ownership change” for U.S. federal income tax purposes.
• Our exchanges have self-regulatory obligations that may create conflicts of interest.
• We are subject to laws, rules, regulations, policies, industry standards and contractual obligations regarding data privacy and security. Many of these laws and regulations are subject to change and reinterpretation and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or other harm to our business.
• Our compliance with data privacy and data protection laws may result in greater costs for us.
• If our risk management methods are not effective, our business, reputation and financial results may be adversely affected.
• We could be harmed by misconduct or errors that are difficult to detect and deter.
• We are subject to litigation risks, regulatory compliance risks and associated enforcement risks, and other liabilities.
• We and our licensors may not be able to protect, maintain, defend, or enforce our respective intellectual property rights. This could adversely affect our business, financial condition and results of operations.
• We may not be able to obtain, maintain, protect, defend and enforce our patents, thereby harming our competitive position.
• We may not be able to obtain, maintain, protect and enforce our trademarks and trade names, or build name recognition in our markets of interest, thereby harming our competitive position.
• If we fail to comply with our obligations under license or technology agreements with third parties or are unable to license rights to use technologies on reasonable terms, we may be required to pay damages and could potentially lose license rights that are critical to our business.
• The failure of third parties with which we have material agreements to meet their contractual and other obligations could adversely affect our business.
• Any infringement by us on intellectual property rights of others could have a material adverse effect on our business.
• Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause the price of our common stock to decline.
• If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.
• An active, liquid trading market for our common stock may not be maintained.
• If financial analysts issue inaccurate or unfavorable research regarding, or do not or cease to cover, our common stock, our stock price and trading volume could decline.
• The market price of our common stock is subject to fluctuations and may not reflect our long-term value at any given time, and we may be subject to securities litigation as a result.
• Certain members of our exchanges are also stockholders of MIH and may have conflicts of interest with non-member stockholders.
• Our amended and restated certificate of incorporation contains provisions that set ownership and voting limitations and a right to redeem shares transferred or owned in violation of these provisions, and there are also certain other regulatory limitations on the ownership and transfer of our capital stock.
• Certain provisions in our amended and restated certificate of incorporation and amended and restated by-laws contain provisions that may make the acquisition of our Company more difficult.