SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 13, 2023, the Company entered into a Business Combination Agreement (the “Agreement”), by and among MURANO PV, S.A. DE C.V., a Mexican corporation (“Murano PV”), Elías Sacal Cababie, an individual (“ESC”), ES Agrupación, S.A. de C.V., a Mexican corporation (the “ESAGRUP” and collectively with ESC, the “Seller”), Murano Global B.V. a private limited liability company under Dutch law (“PubCo”), MPV Investment B.V., a private limited liability company under Dutch law, which is a direct wholly-owned subsidiary of PubCo (“HoldCo”) 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 Murano PV, Seller, PubCo and HoldCo, the “Murano Parties”). The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano PV’s Board of Directors. If the Agreement is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the Agreement are consummated, (i) New CayCo will merge with and into the Company, the separate corporate existence of New CayCo will cease, and the Company will be the surviving company (the “Surviving Company”) and a wholly owned direct subsidiary of PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality”.

In addition, at the effective time of the Merger, (i) each issued and outstanding Class A Ordinary Share and Class B Ordinary Share, each par value $0.0001 per share, of the Company (the “Company Ordinary Shares”) will be automatically canceled and extinguished, and each holder of the Company Ordinary Shares will be entitled to receive merger rights representing a corresponding number of PubCo Ordinary Shares, which are held in the accounts of the Exchange Agent (“Merger Rights”), and (ii) each issued and outstanding warrant to purchase one share of Company Class A Ordinary Shares will automatically cease to represent a right to acquire Company Class A Ordinary Shares and will automatically convert into and represent a right to acquire PubCo Ordinary Shares (“Converted Warrant”) and each Converted Warrant (a) will represent the right to acquire the number of PubCo Ordinary Shares equal to the number of Company Class A Ordinary Shares, (b) will have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share, and (c) will expire on the five year anniversary of the closing date of the Merger. Additionally, and in connection with the transactions contemplated by the Agreement, on March 13, 2023, the underwriters of the Company’s initial public offering agreed to reduce the total deferred underwriting fee that is to be paid to such underwriters upon the consummation of the Company’s initial business combination to $3,000,000.

On March 17, 2023, the Company signed an agreement with Cohen & Company Capital Markets (“CCM”) to act as its financial advisor and capital markets advisor in connection with a possible business combination transaction.  The Company shall pay CCM (i) an advisor fee in an amount equal to $1,000,000 in connection with the Merger, and (ii) a transaction fee in connection with a private placement in  an amount equal to 4.0% of the sum of (A) the gross proceeds raised from investors and received by the Company or the target business simultaneously with or before the closing of the private placement plus (B) proceeds released from the Trust Account with respect to any stockholder of the Company that (x) entered into a non-redemption or other similar agreement and did not redeem shares of the Company’s common stock or (y) did not redeem shares of the Company’s common stock as a result of CCM’s services hereunder in the good faith reasonable judgement of the Company.

In addition, the Company may, in its reasonable discretion, pay to CCM a discretionary fee in an amount up to $1,000,000, payable upon the closing of the Merger, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Merger warrants such additional fee.

On March 27, 2023, the Company filed a definitively proxy statement for an Extraordinary General Meeting of Shareholders, to be held on April 19, 2023. At the Extraordinary General Meeting, shareholders will vote to approve (i) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association giving the Company the right to extend the date by which it has to consummate a business combination (the “Combination Period”) from April 25, 2023 to May 25, 2023 and to give the Sponsor the right to further extend the Combination Period beyond May 25, 2023 up to eight (8) times for an additional one (1) month each time to January 25, 2024 upon the deposit into the Trust Account of the lesser of (i) $0.035 per Class A Share held by public shareholders or (ii) an aggregate of $145,000 for each calendar month; and (ii) a proposal to amend the Trust Agreement to make a corresponding change.