Murano Global Investments Ltd. Files 20-F Report

TL;DR

<b>Murano Global Investments Ltd. has filed its 20-F report, indicating its status as a shell company with a significant number of outstanding shares and warrants.</b>

AI Summary

Murano Global Investments Ltd (MRNOW) filed a Foreign Annual Report (20-F) with the SEC on March 27, 2024. Murano Global Investments Ltd. filed a Form 20-F on March 27, 2024. The company is registered as a shell company. As of March 20, 2024, there were 79,242,873 ordinary shares outstanding. As of March 20, 2024, there were 16,875,000 warrants outstanding. The company's ordinary shares trade on The NASDAQ Stock Market LLC under the symbol MRNO.

Why It Matters

For investors and stakeholders tracking Murano Global Investments Ltd, this filing contains several important signals. This filing provides an update on the company's structure and outstanding securities, which is crucial for investors tracking its status and potential future activities. As a shell company, this report is particularly important for understanding its current financial and operational standing before any potential business combination or acquisition.

Risk Assessment

Risk Level: low — Murano Global Investments Ltd shows low risk based on this filing. The filing is a standard 20-F for a shell company, indicating no immediate operational or financial risks are highlighted beyond its nature as a shell entity.

Analyst Insight

Monitor future filings for any changes in shell company status or announcements regarding business combinations.

Key Numbers

• 79,242,873 — Ordinary Shares Outstanding (As of March 20, 2024)
• 16,875,000 — Warrants Outstanding (As of March 20, 2024)
• MRNO — Ordinary Shares Trading Symbol (The NASDAQ Stock Market LLC)
• MRNOW — Warrants Trading Symbol (The NASDAQ Stock Market LLC)
• 2024-03-27 — Filing Date (Form 20-F)

Key Players & Entities

• Murano Global Investments Ltd (company) — Filer name
• MRNO (company) — Trading symbol for ordinary shares
• The NASDAQ Stock Market LLC (company) — Exchange where ordinary shares are registered
• MRNOW (company) — Trading symbol for warrants
• March 20, 2024 (date) — Date for outstanding shares and warrants count
• March 27, 2024 (date) — Filing date
• 79,242,873 (dollar_amount) — Number of ordinary shares outstanding
• 16,875,000 (dollar_amount) — Number of warrants outstanding

FAQ

Risk Factors

• Shell Company Status [medium — regulatory]: The registrant is filing as a shell company, which implies a lack of current business operations and a focus on future transactions.

Key Dates

• 2024-03-27: Form 20-F Filing — Annual report filing as a shell company.
• 2024-03-20: Reporting Period End Date — Date for which outstanding shares and warrants are reported.

Glossary

Form 20-F

An annual report required for foreign private issuers with securities registered in the U.S. (Provides comprehensive financial and business information for investors.)

Shell Company

A company with no or nominal operations, and few or no assets, often created to facilitate a merger, acquisition, or other business combination. (Indicates the company's current status and potential for future strategic transactions.)

Key Financial Figures

• $11.50 — ordinary share at an exercise price of $11.50 per ordinary share MRNOW The NASDAQ S
• $0.0001 — tstanding HCM ordinary share, par value $0.0001 per share (the "HCM Ordinary Shares") w

Filing Documents

• ny20024418x1_20f.htm (20-F) — 164KB
• ny20024418x1_ex1-1.htm (EX-1.1) — 558KB
• ny20024418x1_ex4-21.htm (EX-4.21) — 46KB
• ny20024418x1_ex4-22.htm (EX-4.22) — 42KB
• ny20024418x1_ex4-23.htm (EX-4.23) — 38KB
• ny20024418x1_ex4-24.htm (EX-4.24) — 123KB
• ny20024418x1_ex4-25.htm (EX-4.25) — 120KB
• ny20024418x1_ex4-26.htm (EX-4.26) — 40KB
• ny20024418x1_ex4-27.htm (EX-4.27) — 37KB
• ny20024418x1_ex15-1.htm (EX-15.1) — 735KB
• ny20024418x1ex1_image01.jpg (GRAPHIC) — 4KB
• ny20024418x1ex3_image01.jpg (GRAPHIC) — 4KB
• ny20024418x1_image01.jpg (GRAPHIC) — 46KB
• 0001140361-24-015632.txt (&nbsp;) — 1977KB

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 4

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 4

Key Information

Item 3. Key Information 4

Information on the Company

Item 4. Information on the Company 5

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 6

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 7

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 7

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 7

Financial Information

Item 8. Financial Information 8

The Offer and Listing

Item 9. The Offer and Listing 9

Additional Information

Item 10. Additional Information 9

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 11

Description of Securities Other Than Equity Securities

Item 12. Description of Securities Other Than Equity Securities 11 PART II 12 PART III 13

Financial Statements

Item 17. Financial Statements 13

Financial Statements

Item 18. Financial Statements 13

Exhibits

Item 19. Exhibits 13 EXPLANATORY NOTE On March 20, 2024 (the "Closing Date"), Murano Global Investments PLC, a company incorporated organized under the laws of the Bailiwick of Jersey (with registered number 149873) (the "Company" or "Murano" or "PubCo") announced the completion of the previously announced business combination with HCM Acquisition Corp, a Cayman Islands exempted company ("HCM"), pursuant to the amended & restated business combination agreement, dated as of August 2, 2023, by and among the Company, HCM, MURANO PV, S.A. de C.V., a Mexican corporation, Elas Sacal Cababie, an individual ("ESC"), ES Agrupacin, S.A. de C.V., a Mexican corporation (the "ESAGRUP" and collectively with ESC, the "Seller"), Murano Global B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89192877 ("Dutch Murano"), MPV Investment B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89196651, ("Murano Holding" and together with Dutch Murano, the "Dutch Entities") and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability which is a direct wholly-owned subsidiary of PubCo ("New CayCo" and together with the Company, Seller, PubCo, Dutch Murano and Murano Holding, the "Murano Parties") (the "Original Business Combination Agreement") as amended by the First Amendment to Business Combination Agreement, dated as of December 31, 2023 (the "First Amendment to Business Combination Agreement" and, together with the Original Business Combination Agreement, the "Business Combination Agreement"). In connection with, and prior to, the business combination, on March 1, 2024, Murano converted from a private limited company operating under the name "Murano Gl

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS A. Directors and Senior Management Information regarding the directors and executive officers of Murano after the completion of the Business Combination is included in the Prospectus under the section titled " Management of PubCo after the Business Combination " and is incorporated herein by reference. The business address for each of the directors and executive officers of Murano is 25 Berkeley Square, London W1J 6HN. B. Advisers Clifford Chance US LLP acted as counsel for Murano, and will continue to act as counsel to Murano following the Business Combination. The address of Clifford Chance US LLP is 31 West 52nd Street, New York, New York 10019-6131. Nader Hayaux y Goebel, S.C. acted as Mexico counsel for Murano, and will continue to act as Mexico counsel to Murano following the consummation of the Business Combination. The address of Nader Hayaux y Goebel, S.C. is P. de los Tamarindos 400 B-piso 7, Bosques de las Lomas, Cuajimalpa de Morelos, 05120 Ciudad de Mxico, CDMX, Mexico. C. Auditors KPMG Crdenas Dosl, S.C. acted as Murano's independent registered public accounting firm as of December 31, 2023, 2022, and 2021 and will be Murano's independent registered public accounting firm after the consummation of the Business Combination. The address of KPMG Crdenas Dosl, S.C. is at Manuel Avila Camacho No. 176, Int. P 1 Reforma Social, Miguel Hidalgo Mxico, CIUDAD DE MEXICO, 11650 Mexico. Marcum LLP acted as HCM's independent registered public accounting firm as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from February 5, 2021 (inception) through December 31, 2021. The address of Marcum LLP is 730 3rd Avenue 11th Floor New York, NY 10017.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness The following table sets forth the capitalization of the Murano on an unaudited pro forma condensed combined basis as of June 30, 2023, after giving effect to the Business Combination. As of June 30, 2023 (pro forma for Business Combination) in Mexican pesos Cash and cash equivalents 32,958,276 Trade receivables 6,928,278 Other current assets 294,167,721 Total current assets 334,054,275 Total non-current assets 19,030,149,482 Total assets 19,364,203,757 4 Total current liabilities 3,940,346,398 Total non-current liabilities 7,013,873,839 Total liabilities 10,954,220,237 Equity Common stock 2,958,456,458 Additional paid-in capital 213,585,356 Accumulated losses (3,537,549,796) Accumulated other comprehensive income, net of income tax 8,775,491,502 Total equity 8,409,983,520 Total liabilities and equity 19,364,203,757 C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors The risk factors related to the business and operations of Murano are described in the Prospectus under the section titled " Risk Factors " and is incorporated herein by reference.

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company Murano was incorporated under the laws of the Bailiwick of Jersey (with registered number 149873) on July 27, 2023. On March 1, 2024, Murano converted from a private limited company operating under the name "Murano Global Investments Limited" into a public limited company operating under the name "Murano Global Investments PLC" The principal executive office of Murano is 25 Berkeley Square, London W1J 6HN and its telephone number is +44 207 1676440. See " Explanatory Note " in this Report for additional information regarding Murano and the Business Combination. Certain additional information about Murano is included in the Prospectus under the sections titled " Business of Murano and Certain Information about Murano " is incorporated herein by reference. The material terms of the Business Combination are described in the Prospectus under the section titled " The Business Combination Agreement, " which is incorporated herein by reference. Murano is subject to certain of the informational filing requirements of the Exchange Act. Since Murano is a "foreign private issuer," it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy ordinary shares. In addition, Murano is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, Murano is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS None. 6

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The discussion and analysis of the financial condition and results of operations of Murano is included in the Prospectus under the section titled " Murano Management's Discussion and Analysis of Financial Condition and Results of Operations, " which is incorporated herein by reference.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Information regarding the directors and executive officers of Murano after the closing of the Business Combination is included herein under the section titled " Management of PubCo after the Business Combination " and is incorporated herein by reference. B. Compensation Information regarding the compensation of the directors and executive officers of Murano is included in the Prospectus under the section titled " Management of PubCo after the Business Combination — Compensation of Directors and Executive Officers " is incorporated herein by reference. C. Board Practices Information regarding the board of directors of Murano is included in the Prospectus under the section titled " Management of PubCo after the Business Combination " and is incorporated herein by reference. D. Employees Information regarding the employees of Murano is included in the Prospectus under the section titled " Business of Murano and Certain Information about Murano — Employees " and is incorporated herein by reference. E. Share Ownership Information regarding the ownership of Murano's ordinary shares by Murano's directors and executive officers is set forth in Item 7.A of this Report.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders The following table sets forth information relating to the beneficial ownership of Murano's ordinary shares as of March 21, 2024 by: each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares; each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person. 7 The percentage of Murano's ordinary shares beneficially owned is computed on the basis of 79,242,873 ordinary shares issued and outstanding on March 21, 2024, after giving effect to the Business Combination. Beneficial Owners (1) Number of Ordinary Shares Percentage of all Ordinary Shares 5% shareholders: Elias Sacal Cababie 69,100,000 87.2% Shawn Matthews (2) 8,737,500 11.0% Directors and Executive Officers Elias Sacal Cababie 69,100,000 87.2% Marcos Sacal Cohen – * Shawn Matthews (2) 8,737,500 11.0% David James Galan – * Keith Graeme Edelman – * Joanne Faye Sonin – * Patrick Joseph Goulding – * All directors and executive officers as a group 77,837,500 98.2% (*) Less than 1% individually. (1) Unless otherwise noted, the business address of each of our shareholders is 25 Berkeley Square, London W1J 6HN. (2) HCM Investor Holdings, LLC (the "Sponsor") is the record h

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION A. Combined Statements and Other Financial Information Combined Financial Statements See Item 18 of this Report for our combined financial statements and other financial information. Legal and Arbitration Proceedings Information regarding legal proceedings involving Murano is included in the Prospectus under the section titled " Business of Murano and Certain Information about Murano — Legal Proceedings " and is incorporated herein by reference. Dividend Policy Information regarding Murano's dividend policy is included in the Prospectus under the section titled " Description of PubCo's Securities — Dividends " and is incorporated herein by reference. 8 B. Significant Changes None.

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING A. Offer and Listing Details Nasdaq Listing of Murano ordinary shares and Murano warrants Murano's ordinary shares and warrants are listed on Nasdaq under the symbols "MRNO" and "MRNOW", respectively. Holders of Murano ordinary shares and/or Murano warrants should obtain current market quotations for their securities. There can be no assurance that the Murano ordinary shares and/or Murano warrants will remain listed on Nasdaq. If Murano fails to comply with the Nasdaq listing requirements, Murano ordinary shares and Murano warrants could be delisted from Nasdaq. A delisting of Murano ordinary shares and/or Murano warrants will likely affect their liquidity and could inhibit or restrict the ability of Murano to raise additional financing. Lock-up Agreements Information regarding the lock-up restrictions applicable to the Murano ordinary shares and warrants held by the Sponsor and certain shareholders and executives of Murano, including its principal shareholders and key executives, is included in the Prospectus under the section titled " Certain Agreements Related to the Business Combination — Registration Rights Agreement and Lock-Up Agreement " and is incorporated herein by reference. B. PLAN OF DISTRIBUTION Not applicable. C. Markets Murano's ordinary shares and warrants are listed on Nasdaq under the symbols "MRNO" and "MRNOW", respectively. There can be no assurance that the Murano ordinary shares and/or Murano warrants will remain listed on Nasdaq. If Murano fails to comply with the Nasdaq listing requirements, Murano ordinary shares and/or Murano warrants could be delisted from Nasdaq. A delisting of the Murano ordinary shares and/or Murano warrants will likely affect their liquidity and could inhibit or restrict the ability of Murano to raise additional financing. D. Selling Shareholders Not Applicable. E.

Dilution

Dilution Not applicable. F. Expenses of the Issue Not applicable.

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION A. Share Capital The authorized share capital of Murano is unlimited. As of March 20, 2024, subsequent to the completion of the Business Combination, there were 79,242,873 Murano Ordinary Shares outstanding. Information regarding our share capital is included in the Prospectus under the section titled " Description of PubCo's Securities " and is incorporated herein by reference. 9 B. Memorandum and Articles of Association Information regarding certain material provisions of the constitution of Murano is included in the Prospectus under the section titled " Comparison of Shareholder Rights " and is incorporated herein by reference. C. Material Contracts Information regarding certain material contracts is included in the Prospectus under the sections titled " The Business Combination Agreement, " " Certain Agreements Related to the Business Combination " and " Certain Murano Relationships and Related Person Transactions " which are incorporated herein by reference. D. Exchange Controls There are no governmental laws, decrees, regulations or other legislation in the Bailiwick of Jersey that may affect the import or export of capital, including the availabi

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