XML 26 R16.htm IDEA: XBRL DOCUMENT v3.23.2
SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENTS [Abstract]  
SUBSEQUENT EVENTS
NOTE 10 — SUBSEQUENT EVENTS


The Company evaluated subsequent events and transactions, that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.



On July 18, 2023, the Sponsor loaned the Company an additional $400,000 for working capital purposes under the additional promissory note to the Sponsor, which was not deposited into the Trust Account. The loan does not bear interest and shall be payable in full upon the consummation of a Business Combination. As of July 31, 2023, there was $971,117 in borrowings outstanding under the additional promissory note.



The Company made an additional extension payment of $142,779 on July 25, 2023 and approved an extension by an additional month. As a result, the Termination Date was extended by one month to August 25, 2023.



On August 2, 2023, the Company entered into an Amended and Restated Business Combination Agreement (the “A&R BCA”), by and among Murano PV, the Seller, Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (“New PubCo”), PubCo, HoldCo (and together with Pubco, the “Dutch Entities”) and New CayCo (together with the Company, Murano PV, Seller, New PubCo, PubCo and HoldCo, the “New Murano Parties”).


The A&R BCA replaces in its entirety that certain Agreement (the “Initial BCA”) and was executed in order to facilitate an incorporation of the Surviving Company (as defined below) in the Bailiwick of Jersey instead of the Netherlands as previously provided for in the Initial BCA.


The Merger (as defined below) was unanimously approved by the Company’s Board of Directors and by Murano’s Board of Directors. If the A&R BCA is approved by the Company’s shareholders and Murano PV’s shareholders, and the transactions contemplated by the A&R BCA 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 New PubCo (the “Merger”) and (ii) the Company will change its name to “Murano Global Hospitality Corp”. The Surviving Company is expected to be centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.


Concurrently with the execution and delivery of the A&R BCA, the Company and the Sponsor entered into an amended and restated Sponsor Support Agreement (the “A&R SSA”). The A&R Sponsor Support Agreement replaces in its entirety that certain Sponsor Support Agreement, dated March 13, 2023, by and between the Company and the Sponsor (the “Initial SSA”) and was executed in order to facilitate the amended terms set forth in the A&R BCA.


Pursuant to the A&R SSA, Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Company’s shareholder meeting (or validly execute and return and cause such consent to be granted with respect to), all of its Class A Ordinary Shares in favor of (A) the approval and adoption of the A&R BCA and approval of the Merger and all other transactions contemplated by the A&R BCA, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the A&R BCA or that would reasonably be expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated by the A&R BCA.


Pursuant to the A&R SSA, consistent with the Initial SSA, the Sponsor has agreed to forfeit 1,250,000 Class A Ordinary Shares and all of its warrants to purchase Class A Ordinary Shares upon the closing of the Merger.