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As filed with the U.S. Securities and Exchange Commission on December 12, 2025
Registration No. 333-292028
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Miami International Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
6200
26-1482385
(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S. Employer Identification No.)
7 Roszel Road, Suite 1A
Princeton, NJ 08540
(609) 897-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Thomas P. Gallagher
Chairman and Chief Executive Officer
Miami International Holdings, Inc.
7 Roszel Road, Suite 1A
Princeton, New Jersey 08540
(609) 897-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Herbert F. Kozlov, Esq.
Danielle Carbone, Esq.
Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
(212) 521-5400
Barbara Comly, Esq.
Executive Vice President, General
Counsel and Corporate Secretary
Miami International Holdings, Inc.
7 Roszel Road, Suite 1A
Princeton, New Jersey 08540
(609) 897-7300
Paul Tropp, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 569-9000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-292028
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


EXPLANATORY NOTE
Miami International Holdings, Inc., a Delaware corporation (the “Company”), filed a Registration Statement on Form S-1 on December 9, 2025 (333-292028), which was declared effective on December 11, 2025, (the “Registration Statement”). This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (the “Post-Effective Amendment”) is being filed solely to correct typographical errors in Exhibit 5.1. No other changes have been made to the Registration Statement.


PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Consolidated Financial Statement Schedules.
(a)Exhibits
See the Exhibit Index included in this Registration Statement, which is incorporated by reference herein.
(b)Consolidated Financial Statement Schedules
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or interim condensed consolidated financial statements or notes thereto.
II-1

EXHIBIT INDEX
Exhibit NumberExhibit Description
1.1
3.1
3.2
4.1
4.2≠
4.3≠
4.4≠
4.5≠
4.6≠
4.7≠
4.8≠
5.1*
10.1+
10.2+
10.3+
10.4+
10.5+
II-2

Exhibit NumberExhibit Description
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16+
10.17+
10.18+
10.19
II-3

Exhibit NumberExhibit Description
10.20+#
10.21+≠
10.22+#
10.23≠#
21.1
23.1
23.2*
24.1
107
__________________
*Filed herewith.
+Indicates management contract or compensatory plan.
#Indicates portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.
≠Indicates portions of this exhibit have been omitted in accordance with Item 601(a)(6) of Regulation S-K.
II-4

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Princeton, New Jersey, on this 12th day of December, 2025.
MIAMI INTERNATIONAL HOLDINGS, INC.
By:
/s/ Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Thomas P. Gallagher
Chairman and Chief Executive Officer
(Principal Executive Officer)
December 12, 2025
Thomas P. Gallagher
/s/ Lance Emmons
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
December 12, 2025
Lance Emmons
*
DirectorDecember 12, 2025
Talal Jassim Al-Bahar
*
DirectorDecember 12, 2025
John Beckelman
*
DirectorDecember 12, 2025
Lee Becker
*
DirectorDecember 12, 2025
David Brown
*
DirectorDecember 12, 2025
Kurt M. Eckert
*
DirectorDecember 12, 2025
Kenneth W. Lozier
*
DirectorDecember 12, 2025
Mark I. Massad
*
DirectorDecember 12, 2025
Lisa Moore
*
DirectorDecember 12, 2025
Mark F. Raymond
*
DirectorDecember 12, 2025
Cynthia Schwarzkopf
*
DirectorDecember 12, 2025
Murray Stahl
*
DirectorDecember 12, 2025
Paul V. Stahlin
*
DirectorDecember 12, 2025
J. Gray Teekell
* By:
/s/ Barbara J. Comly
Barbara J. Comly
as Attorney-in-fact