SEC Form SCHEDULE 13D filed by Miami International Holdings Inc.
$MIAX
Investment Bankers/Brokers/Service
Finance
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
MIAMI INTERNATIONAL HOLDINGS, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
59356Q108 (CUSIP Number) |
Jay Kesslen 470 Park Ave S, 8th Fl S New York, NY, 10016 646-867-1176 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 59356Q108 |
| 1 |
Name of reporting person
HORIZON KINETICS ASSET MANAGEMENT LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,679,747.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Horizon Kinetics Asset Management LLC ("HKAM") is a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics Holding Corporation, a Delaware corporation, and manages funds and accounts that hold securities of the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
MIAMI INTERNATIONAL HOLDINGS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
7 ROSZEL ROAD, FIFTH FLOOR, SUITE 1-A, PRINCETON,
NEW JERSEY
, 08540. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by HKAM, a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics Holding Corporation, a Delaware corporation, with respect to the shares of common Stock of the Issuer ("Common Stock") beneficially owned by funds and accounts it manages ("Managed Accounts"). |
| (b) | 470 Park Ave S, 8th Fl S
New York, NY 10016 |
| (c) | HKAM, a registered investment adviser, acts as a discretionary investment manager on behalf of its clients, who maintain beneficial ownership in the Managed Accounts that hold securities of the Issuer. |
| (d) | The Reporting Person has not, during the last five (5) years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | The Reporting Person has not, during the last five (5) years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | HKAM is a Delaware limited liability company.
|
| Item 3. | Source and Amount of Funds or Other Consideration |
As of August 19, 2025, HKAM used client assets in the amount of approximately $65,000,000 to purchase the shares beneficially owned reported herein on behalf of its clients.
| |
| Item 4. | Purpose of Transaction |
HKAM acquired the securities reported herein on behalf of the Managed Accounts for investment purposes. In the ordinary course of its business, HKAM intends to regularly review its equity interest in the Issuer and may, from time to time, acquire additional shares or other securities of the Issuer. While HKAM has no present intention to dispose of all or any portion of the shares beneficially owned by Managed Accounts, it may sell shares from time to time for a number of reasons, not limited to client requests, regulatory or investment limitations or other reasons. Any such sales of securities of the Issuer may be in the open market, privately negotiated transactions or otherwise.
Murray Stahl who serves as Chairman, Chief Executive Officer, and Chief Investment Officer of HKAM, was appointed to the Board of Directors of the Issuer on July 15, 2025 and does not exercise investment discretion over the securities of the Issuer beneficially owned by HKAM. In his capacity as a director of the Issuer, Mr. Stahl may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) Item 4 of Schedule 13D.
Except as described in this Schedule 13D, HKAM does not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, HKAM, at any time and from time to time, may review, reconsider and change its position and/or change its purpose and/or develop such plans and may seek to influence management or the board of directors of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the close of business on August 19, 2025, HKAM beneficially owned 8,679,747 shares of Common Stock, consisting of: (i) 8,400,880 shares of Common Stock held by the Managed Accounts, and (ii) warrants exercisable for 278,867 shares of Common Stock. The 8,679,747 shares beneficially owned represents 10.7% of the outstanding shares of Common Stock. The warrants are currently vested and presently exercisable until the expiration dates of April 8, 2026, October 17, 2026, November 15, 2026, February 5, 2027, and August 9, 2027.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that HKAM is the beneficial owner of the Common Stock referred to herein for purposes of Sections 13(d) and or 16 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of its pecuniary interest therein. |
| (b) | See Item 2(a) above. |
| (c) | Except as set forth in Schedule A attached hereto as Exhibit 99.1, HKAM has not effected any transaction in Common Stock in the past 60 days.
|
| (d) | Except for Managed Accounts, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, no other person is known by HKAM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock that may be beneficially owned by HKAM. |
| (e) | n/a |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
n/a | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - 60 Day Trading History |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|