F-4/A 1 ny20009839x10_f4a.htm F-4/A

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As filed with the Securities and Exchange Commission on December 1, 2023.
Registration Statement No. 333-273849
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Murano Global Investments Limited
(Exact name of Registrant as Specified in its articles of association)*
N/A
(Translation of registrant name into English)
Bailiwick of Jersey
7000
Not Applicable
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(IRS Employer
Identification Number)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes,
Lomas de Chapultepec III Secc,
Miguel Hidalgo, 11000 Mexico City, CDMX
+52 55 9267 8360
(Address, including zip code, and telephone number, including area code, of agent of service)
With copies to:
Hugo F. Triaca
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Michell Nader Schekaibán
Nader, Hayaux y Goebel
S.C.
P.º de los Tamarindos 400
B-piso 7, Bosques de las
Lomas, Cuajimalpa de
Morelos, 05120 Ciudad de México, CDMX, Mexico
Arturo Perdomo J.
Galicia Abogados, S.C.
Torre del Bosque
Blvd. Manuel Ávila Camacho, 24,
piso 7
Lomas de Chapultepec
11000, Ciudad de México
Timothy P. FitzSimons
Kevin E. Manz
King & Spalding LLP
1185 Avenue of the
Americas, 34th Floor
New York, New York
10036
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e- 4(i) (Cross- Border Issuer Tender Offer)
Exchange Act Rule 14d- 1(d) (Cross- Border Third Party Tender Offer)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, pursuant to said Section 8(a), may determine.

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF HCM ACQUISITION
CORP AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF MURANO GLOBAL
INVESTMENTS LIMITED SUBJECT TO COMPLETION, DATED DECEMBER 1, 2023
Murano Global Investments Limited
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes,
Lomas de Chapultepec III Secc, Miguel Hidalgo,
11000 Mexico City, Mexico
HCM Acquisition Corp
100 First Stamford Place
Stamford, CT 06902
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF HCM ACQUISITION CORP
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR UP TO 12,891,906 ORDINARY SHARES,
16,875,000 WARRANTS,
AND 16,875,000 ORDINARY SHARES UNDERLYING WARRANTS
OF
Murano Global Investments Limited
Dear HCM Acquisition Corp Shareholder:
You are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of HCM Acquisition Corp (the “Company,” “HCM,” “SPAC,” “we,” “us” or “our”), a Cayman Islands exempted company, to be held at    Eastern time, on   . The Extraordinary Meeting will be held at 100 First Stamford Place, Suite 330, Stamford, CT 06902. For your convenience, we will also webcast the Extraordinary Meeting live via the Internet at   .
At the Extraordinary Meeting, our shareholders will be asked to consider and vote upon several proposals relating to HCM’s proposed business combination with Murano PV, S.A. DE C.V., a Mexican corporation (“Murano”), and Murano Global Investments Limited, a company incorporated organized under the laws of the Bailiwick of Jersey (with registered number 149873) and which at the Effective Time is intended to be a public company, (“PubCo”). The proposals include approval of the Amended & Restated Business Combination Agreement, dated as of August 2, 2023 (the “Amended & Restated Business Combination Agreement”), among HCM, Murano, PubCo, Elias Sacal Cababie (“ESC”), an individual, ES Agrupación, S.A. de C.V., a Mexican corporation (“ESAGRUP”), 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 Dutch private limited liability company, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 89196651 (“Dutch HoldCo”) and Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability and which is a direct wholly-owned subsidiary of PubCo (“New CayCo”). Pursuant to the Amended & Restated Business Combination Agreement, among other things, Murano would become a subsidiary of PubCo and HCM would become a subsidiary of PubCo following the merger of New CayCo with and into HCM (with HCM becoming the Surviving Company), HCM Ordinary Shares would be cancelled and new PubCo Ordinary Shares would be issued to persons entitled to receive them and HCM Warrants would be converted into new PubCo warrants (“PubCo Warrants”). We refer to the transactions contemplated by the Amended & Restated Business Combination Agreement as the “Business Combination” and Proposal 1, Proposal 2, and Proposal 3 to approve the transactions contemplated thereby as the “proposals.” It is expected that, if the Business Combination is consummated, PubCo’s shares and warrants would all be listed on Nasdaq, and PubCo would become a publicly-held company. The accompanying proxy statement/prospectus describes in detail the Amended & Restated Business Combination Agreement, the Business Combination and related transactions, and the properties and development plans of the Murano group, and you should read it carefully. Please pay particular attention to the section entitled Risk Factors”, beginning on page 53.
Our board of directors has unanimously approved and adopted the Amended & Restated Business Combination Agreement and unanimously recommends that our shareholders vote FOR all of the proposals to be presented at the Extraordinary Meeting. Our Sponsor, directors and officers have agreed to vote all of their shares, and not seek redemption of such shares, which represent approximately 71% of the outstanding shares, in favor of all such proposals. When you consider the board of directors’ recommendation and such persons’ agreement to vote in favor, you should keep in mind that our directors and our officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.
Pursuant to HCM’s Amended and Restated Memorandum and Articles of Association, we are providing our Public Shareholders with the opportunity to redeem all or a portion of their HCM Ordinary Shares for cash upon consummation of the Business Combination. The per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account that holds the proceeds of our IPO and related private placement, including interest (net of taxes payable), divided by the number of then outstanding Public Shares, which excludes the shares owned by HCM’s Initial Shareholders, who have waived their redemption rights. For illustrative purposes, based on funds in the Trust Account of approximately $45,022,770 on October 31, 2023, and 4,079,406 Public Shares outstanding, the estimated per share redemption price would have been approximately $11.04. Holders of HCM Ordinary Shares issued in HCM’s initial public offering (“Public Shares”) may elect to redeem their Public Shares even if they vote for approval of the Amended & Restated Business Combination Agreement and the other proposals presented at the Extraordinary Meeting. There are no redemption rights with respect to our outstanding warrants.
Your vote is very important. Whether or not you plan to attend the Extraordinary Meeting, please vote by telephone or online, or complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you are a holder of record of HCM Ordinary Shares, you may also cast your vote at the Extraordinary Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary Meeting.
If you vote by proxy, your shares will be voted in accordance with your instructions. If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Extraordinary Meeting. If you fail to vote by proxy or to instruct your bank, broker or other nominee how to vote, and do not vote in person at the Extraordinary Meeting, your shares will be counted for purposes of determining whether a quorum is present at the Extraordinary Meeting, but will not count as a vote cast at the Extraordinary Meeting.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
 
Sincerely,
 
 
    , 2023
Shawn Matthews
Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under the section entitled “Risk Factors” elsewhere in this proxy statement/prospectus and under similar headings or in any amendment or supplement to this proxy statement/prospectus.
This proxy statement/prospectus is dated    , 2023, and is expected to be first mailed or otherwise delivered to HCM Holders on or about   , 2023.

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ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about Murano and HCM that is not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon written or oral request. If you would like to receive any of the additional information, please contact:
HCM Acquisition Corp
100 First Stamford Place, Suite 330
Stamford, CT 06902
Attention: James Bond
Telephone: (203) 930-2200
Email: jbond@hondiuscapital.com
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary Meeting, or no later than   .

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HCM Acquisition Corp
100 First Stamford Place, Suite 330,
Stamford, CT 06902
Telephone: (203) 930-2200

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON   , 2023
To the Shareholders of HCM Acquisition Corp:
An extraordinary general meeting (the “Extraordinary Meeting”) of HCM Acquisition Corp (the “Company,” “HCM,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at    Eastern time, on   . The Extraordinary Meeting will be held at 100 First Stamford Place, Suite 330, Stamford, CT 06902. For your convenience, we will also webcast the Extraordinary Meeting live via the Internet at   . At the Extraordinary Meeting, the shareholders will consider and vote upon the following proposals:
Proposal 1 (The Business Combination Proposal) – a proposal by ordinary resolution to approve and adopt the Business Combination Agreement, dated as of March 13, 2023, as amended and restated on August 2, 2023, by and among HCM, Murano, Dutch Murano, Dutch HoldCo, PubCo, and New CayCo, providing for, among other things, HCM and Murano to become subsidiaries of PubCo and all shareholders of HCM and Murano to become shareholders of PubCo, which is expected to become a public company listed on Nasdaq (the “Business Combination”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.
Proposal 2 (The Merger Proposal) – a proposal by special resolution, to approve:
(i)
that, at the Effective Time (as defined in the Amended & Restated Business Combination Agreement) HCM will merge with New CayCo (the “Merger”), such that the separate corporate existence of New CayCo will cease and HCM will survive the Merger as a wholly-owned subsidiary of PubCo (the “Surviving Company”); and
(ii)
the Plan of Merger in the form attached hereto as Annex C (the “Plan of Merger”) and that HCM be authorised to enter into the Plan of Merger.
Proposal 3 (The Charter Proposal) – a proposal by special resolution, to approve, that at the Effective Time:
(i)
HCM's Amended and Restated Memorandum and Articles of Association be amended and restated by the deletion in its entirety and the form of Amended and Restated Memorandum and Articles of Association attached hereto as Annex B be adopted as Surviving Company's post-merger amended and restated memorandum and articles of association (the “Post-Merger Charter”);
(ii)
that HCM's name be changed to “Murano Global Hospitality Corp’’; and
(iii)
that HCM's authorised share capital be altered to that of Surviving Company’s Post-Merger authorised share capital.
Proposal 4 (The Meeting Adjournment Proposal) – to approve, by ordinary resolution, a proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.
Only holders of record of our HCM Ordinary Shares at the close of business on   , 2023 are entitled to notice of the Extraordinary Meeting and to vote at the Extraordinary Meeting and any adjournments or postponements of the Extraordinary Meeting. A complete list of our shareholders of record entitled to vote at the Extraordinary Meeting will be available for ten days before the Extraordinary Meeting (i) on a reasonably accessible electronic network or (ii) at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary Meeting.
Pursuant to HCM’s Amended and Restated Memorandum and Articles of Association, holders of Public Shares issued in HCM’s public offering have certain rights to redeem their shares for cash upon the consummation of the Business Combination (the “HCM Share Redemption”). For a description of these redemption rights, including

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certain limitations, and the procedure for electing redemption, see the section entitled “The Extraordinary Meeting of HCM — Redemption Rights”. Holders of warrants to purchase Public Shares do not have redemption rights with respect to such warrants in connection with the Business Combination.
The Business Combination will be consummated only if a majority of the holders of outstanding HCM Ordinary Shares vote in favor of Proposal 1 (The Business Combination Proposal) and the holders of a majority of at least two-thirds of the outstanding HCM Ordinary Shares vote in favor of Proposal 2 (The Merger Proposal), and Proposal 3 (The Charter Proposal) at the Extraordinary Meeting. We have no specified maximum redemption threshold under our Amended and Restated Memorandum and Articles of Association. In no event, however, will HCM redeem HCM Ordinary Shares in an amount that would cause HCM’s net tangible assets to be less than $5,000,001.
The board of directors of HCM, has unanimously approved (1) the Initial Business Combination Agreement, dated as of March 13, 2023, by and among HCM, Murano, Dutch Murano, Dutch HoldCo, PubCo, and New CayCo, (2) the Amended & Restated Business Combination Agreement, dated as of August 2, 2023, by and among PubCo, HCM, Murano, Dutch Murano, Dutch HoldCo, PubCo and New CayCo, a copy of which is attached hereto as Annex A and is hereby incorporated by reference into this proxy statement/prospectus and (3) the Business Combination. Capitalized terms used in this proxy statement/prospectus have the meanings set forth in the section entitled “Frequently Used Terms”.
Pursuant to the Amended & Restated Business Combination Agreement and related agreements, at the Effective Time, subject to the receipt of the HCM Shareholder Approvals and the Murano Shareholder Approvals:
New CayCo shall merge with and into HCM, with HCM being the surviving company as a wholly owned subsidiary of PubCo;
Upon consummation of the Merger and without any action on the part of the New CayCo shareholder (i.e., PubCo), HCM or any other party, the separate corporate existence of New CayCo shall cease and HCM, as the surviving company of the Merger, will continue its corporate existence under the Cayman Companies Act, as a wholly-owned subsidiary of PubCo; accordingly, (i) the sole share of New CayCo that was issued and outstanding immediately before the Effective Time shall be automatically cancelled and extinguished in exchange for the issuance of a single share in HCM, as the surviving company in the Merger, to PubCo and (ii) HCM, as the surviving company of the Merger, shall issue such additional new shares in HCM to PubCo as may be required with an aggregate value that is equivalent to the aggregate value of the Merger Shares in consideration for the issuance by PubCo of the Merger Shares to the persons who had previously held HCM Ordinary Shares;
Prior to the Closing, PubCo shall appoint the Exchange Agent to act as the agent for the purpose of distributing Merger Shares to the persons who had previously held HCM Ordinary Shares. At or before the Effective Time, PubCo shall issue to the Exchange Agent the requisite number of Merger Shares as are required to be subsequently transferred to the holders of HCM Ordinary Shares entitled to receive the Merger Shares;
Reasonably promptly after the Effective Time, PubCo shall send or shall cause the Exchange Agent to send, to each record holder of HCM Ordinary Shares as of immediately prior to the Effective Time, who is entitled to receive Merger Shares,, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper issuance of each Merger Share to the Exchange Agent, and which letter of transmittal will otherwise be in customary form) for use in such exchange (each, a “Letter of Transmittal”);
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of HCM Ordinary Shares, each HCM Ordinary Share that is issued and outstanding immediately prior to the Effective Time, but excluding any HCM Ordinary Shares redeemed pursuant to the HCM Share Redemption or held as treasury shares, which treasury shares shall be canceled as part of the Merger and shall not constitute “HCM Ordinary Shares”, shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to receive consideration comprised of a corresponding number of Merger Shares that are held in the accounts of the Exchange Agent, solely for the benefit of the holders of HCM Ordinary Shares (resulting, for the avoidance of doubt, so far as legally possible, in each HCM Ordinary Share being exchanged for the issue of one new PubCo Ordinary Share);

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At and after the Effective Time, the Merger shall (without limitation) have the following effects, namely that HCM as the surviving company shall possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of both New Cayco and HCM (being hereinafter referred to as “Constituent Companies”), and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each Constituent Company, and all property, real, personal and mixed, and all debts due to each such Constituent Company, on whatever account, shall become vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Company as they are of the Constituent Companies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Company shall thereafter be assumed by the Surviving Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it;
No fractional PubCo Ordinary Shares will be issued in the Merger. In lieu of fractional PubCo Ordinary Shares to which a holder of HCM Ordinary Shares would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole PubCo Ordinary Share and PubCo shall make, or cause to be made, cash settlements with respect to fractional shares eliminated by rounding;
As a result of the Merger and without any action of any Party or any other Person, each Warrant to purchase HCM Ordinary Shares (other than those held by the Sponsor) shall (a) automatically cease to represent a right to acquire HCM Ordinary Shares and shall automatically convert into a right to acquire PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares subject to each such HCM Warrant immediately prior to the Effective Time; (b) have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share; and (c) expire on the five year anniversary of the Closing Date. PubCo shall enter into a warrant assumption agreement as of immediately prior to the Effective Time regarding the foregoing;
The parties to the Amended & Restated Business Combination Agreement will hold the closing on the date of the Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Amended & Restated Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time);
Upon consummation of the Business Combination, Murano and HCM (as the Surviving Company) will each be direct subsidiaries of PubCo; and
HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HMCA”, “HCMAU” and “HCMAW”, respectively. PubCo intends to apply for listing, to be effective at the time of the Closing, of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. This proxy statement/prospectus provides shareholders of HCM with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of HCM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 53 of this proxy statement/prospectus.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali Global LLC, at (203) 658-9388. Banks and brokers may reach Morrow Sodali Global LLC at the same, or by email at w.dooley@morrowsodali.com.
 
By Order of the Board of Directors,
 
 
   , 2023
Shawn Matthews
Chief Executive Officer

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the SEC by PubCo, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the PubCo Ordinary Shares to be issued to the holders of HCM Ordinary Shares if the Business Combination described herein is consummated. With respect to HCM and the holders of HCM Ordinary Shares, this proxy statement/prospectus serves as and constitutes:
a notice of meeting and a proxy statement under Section 14(a) of Exchange Act with respect to the Extraordinary Meeting of HCM Holders being held on    , 2023, where HCM Holders will vote on, among other things, the proposed Business Combination and related transactions and each of the below proposals; and
a prospectus of PubCo under Section 5 of the Securities Act, with respect to the PubCo Ordinary Shares and PubCo Warrants to be issued to the holders of HCM Ordinary Shares and HCM Warrants if the Business Combination described herein is consummated.
This proxy statement/prospectus does not serve as a prospectus for the PubCo Ordinary Shares that the Murano Shareholders will receive in the Business Combination, as such shares will be offered to such holders in a private offering. This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction or to any person to whom it would be unlawful to make such offer. Specifically, PubCo is not licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and this prospectus/proxy statement does not constitute an offer to members of the public of PubCo Ordinary Shares, whether by way of sale or subscription, in the Cayman Islands. PubCo Ordinary Shares have not been offered or sold, will not be offered or sold, and no invitation to subscribe for PubCo Ordinary Shares will be made, directly or indirectly, to members of the public in the Cayman Islands.
This proxy statement/prospectus includes trademarks, tradenames and service marks, certain of which belong to us or Murano and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that HCM or Murano will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither HCM nor Murano intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of HCM or Murano by, these other parties.
A copy of this document has been delivered to the Jersey Registrar of Companies (the “Jersey Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Jersey Registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission (“JFSC”) has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of PubCo Ordinary Shares. The JFSC has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of PubCo Warrants. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey Registrar nor the JFSC takes any responsibility for the financial soundness of PubCo or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The current directors of PubCo have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All such directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.
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MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains estimates, projections, and other information concerning Murano’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by Murano’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Murano operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, Murano obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, Murano does not expressly refer to the sources from which this data is derived. In that regard, when Murano refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that Murano paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. While Murano has compiled, extracted, and reproduced industry data from these sources, Murano has not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.
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FREQUENTLY USED TERMS
Accounting Principles” means U.S. GAAP in the case of the SPAC and IFRS in the case of Murano and the Subsidiaries of Murano under the Financial Statements, in each case, as in effect from time to time.
Action” means any claim, action, litigation, suit (whether civil, criminal, administrative, judicial or investigative), audit, examination, assessment, arbitration, mediation, inquiry, proceeding, or investigation, by or before any Governmental Authority, arbitrator or mediator. “Ancillary Agreements” means the Registration Rights Agreement and Lock-Up Agreement, the Sponsor Support Agreement and all other agreements, certificates and instruments executed and delivered by SPAC, PubCo, New CayCo or the Company in connection with the Transactions and specifically contemplated by the Business Combination Agreement.
Adjusted Profit” means, for any relevant period, the amount, not less than zero, equal to the excess (if any) of (x) Gross Operating Profit for such period over (y) the sum of the Base Fee and the License Fee earned for such period (but not the Incentive Fee) (but only to the extent that such amounts are not otherwise deducted in computing Gross Operating Profit).
Amended & Restated Business Combination Agreement” or “Business Combination Agreement” means the Amended & Restated Business Combination Agreement, dated as of August 2, 2023, by and among PubCo, HCM, Murano, Dutch Murano, Dutch HoldCo, ESC, ESAGRUP, and New CayCo.
AMResorts” means AMResorts L.P., a subsidiary of Apple Leisure Group, a luxury resort-management services, travel and hospitality group.
Antitrust Approval” means the merger clearance and approval to be issued by COFECE in connection with the transactions contemplated hereby and in the Ancillary Agreements, or in lieu, the expiration of applicable statute of limitations under the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica) for purposes of such transactions receiving due approval after filing of the relevant merger control notice.
Antitrust Authority” means Mexico’s Comisión Federal de Competencia Económica (“COFECE”).
Antitrust Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence by the Antitrust Authority relating to the transactions contemplated hereby, including any additional information that may be requested during the course of the process before and by the Antitrust Authority that is required to obtain the Antitrust Approval.
Business Combination” means the transactions contemplated by the Business Combination Agreement.
Business Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby), relating to a Business Combination.
Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks or relevant Antitrust Authorities in New York, New York, Mexico City, Mexico, the Cayman Islands or the Bailiwick of Jersey are authorized or required by Law to close.
Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.
Closing” means the consummation of the Business Combination.
Closing Date” means the date upon which the Closing is to occur.
Code” means the Internal Revenue Code of 1986, as amended.
Combined Company” means PubCo and its consolidated subsidiaries after giving effect to the Business Combination.
Combined Financial Statements” means the annual audited Combined Financial Statements of Murano Group as of December 31, 2022, 2021 and as of January 1, 2021, and for the years ended December 31, 2022 and 2021, together with the notes thereto in accordance with IFRS, as well as the interim unaudited Condensed Combined Interim Financial Statements of Murano Group as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022, together with the notes thereto in accordance with IAS 34 Interim Financial Reporting.
Company Benefit Plan” means any plan, policy, program or agreement (including any employment, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, retention, supplemental
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retirement, change in control or similar plan, policy, program or agreement or any “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and if applicable) providing compensation or other benefits to any current or former director, officer, individual consultant, worker or employee, which are maintained, sponsored or contributed to by any Group Company, or to which any Group Company is a party or has or may have any liability different than the benefit plans mandatory under the Mexican Federal Labor Law (Ley Federal del Trabajo) and the Mexican Social Security Law (Ley del Seguro Social) or any statutory plan, program or arrangement that is required under applicable Law, and in each case whether or not in writing or funded.
Continental” means Continental Stock Transfer & Trust Company, HCM’s transfer agent and warrant agent.
COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic or disease outbreaks.
COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, delay, shut down (including the shutdown of air cargo routes), closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority, in each case with or in response to COVID-19.
Dutch HoldCo” means 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.
Dutch Murano” means Murano Global 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 89192877.
Effective Time” means the time when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands, or at such later time as may be permitted by the Cayman Companies Act and agreed by HCM and Murano in writing and specified in the Plan of Merger.
Equity Interest” means all shares of capital stock, ordinary shares, preferred stock preferred shares, units, ownership interests and any other equity ownership or participation in any Person, including all options, warrants, preemptive rights, calls, convertible securities, simple agreements to acquire future equity, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of any Person.
Elias Sacal Cababie” and “ESC” means Elías Sacal Cababie, an individual and the founder, Chairman and Chief Executive Officer of Murano, who following the consummation of the Business Combination will own a majority of the shares of PubCo.
ESAGRUP” means ES Agrupación, S.A. de C.V., a Mexican corporation.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Exchange Agent” means the exchange agent appointed by PubCo pursuant to the terms of the Amended & Restated Business Combination Agreement.
Extension Amendment” means an amendment to the HCM Charter to extend the date by which the SPAC must consummate the Transactions from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to January 25, 2024, unless the closing of a business combination shall have occurred. As of the date hereof, HCM's board of directors has elected to extend such date to December 25, 2023, subject to further extensions.
Extension Amendment Fees” means all fees and expenses incurred by SPAC solely relating to the Extension Amendment.
Financial Statements” means the financial statements of Murano and HCM, as the case may be.
Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency (including any self-regulatory organization), governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, or government-owned or controlled company, even if the company is only partially owned or controlled by the government and operates as a commercial entity, and including the Antitrust Authority.
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Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.
Group Company” or “Group Companies” means, collectively, PubCo, New CayCo, Murano and each of their Subsidiaries.
HCM Disclosure Letter” means the disclosure letter delivered by HCM to Murano on the date of the Amended & Restated Business Combination Agreement.
HCM Holder” means a holder of HCM Ordinary Shares.
HCM Initial Shareholders” means Sponsor (with respect to its 9,987,500 Founder Shares) and the directors of HCM (with respect to their 75,000 HCM Ordinary Shares).
HCM Ordinary Shares” means HCM’s Class A Ordinary Shares, par value $0.0001 per share, and HCM’s Class B Ordinary Shares, par value $0.0001 per share.
HCM Shareholder Approvals” means (a) with respect to the Merger, Plan of Merger and the Post-Merger Charter special resolutions under Cayman Islands law; and (b) with respect to the Business Combination, an ordinary resolution under Cayman Islands law.
HCM Transaction Expenses” means, without duplication, the out-of-pocket fees, costs, expenses, commissions or other amounts incurred, paid or otherwise payable by or on behalf of HCM or HCM’s Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation, preparation, execution or performance of the Initial Business Combination Agreement, the Amended & Restated Business Combination Agreement or the Ancillary Agreements or otherwise in connection with the transactions contemplated hereby or thereby, including: (i) deferred underwriting commissions (whether disclosed in any HCM SEC Filings or otherwise agreed to with any of HCM’s financial advisors), (ii) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, legal, accounting and tax advisors, the Trustee and transfer or exchange agent, as applicable, (iii) costs and expenses related to the preparation, filing and distribution of the Extension and other SEC filings, or (iv) amounts outstanding under Working Capital Loans or pursuant to that certain Administrative Services Agreement, dated as of January 20, 2022, between HCM and the Sponsor; provided, however, that exclusively for purposes of measuring the HCM Expenses Cap. HCM Transaction Expenses shall not include (v) Transfer Taxes, (w) any fees and expenses incurred in connection with negotiation, documentation, preparation, execution, performance or implementation of the Reorganization or the Reorganization Documents, (x) fees and expenses of Loyens & Loeff N.V or Ogier (Jersey) LP incurred in connection with the negotiation, documentation, preparation, execution or performance of the Amended & Restated Business Combination Agreement or the Ancillary Agreements or otherwise in connection with the transactions contemplated by such agreements, (y) any fees or expenses incurred in connection with the negotiation, documentation, preparation, execution, approval, performance or implementation of the amendment and restatement of the Business Combination Agreement, or (z) the payment to the Trust Account of any deposit, fee, credit or otherwise in connection with any Extension, for an aggregate amount (considering items (v) through (z)) of up to $500,000.
HCM Unit” means a unit consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant.
HCM Warrants” means the HCM Ordinary Warrants and the HCM’s Private Placement Warrants.
IFRS” means the International Financial Reporting Standards, as issued by the IFRS Foundation and the International Accounting Standards Board (“IASB”).
Initial Business Combination Agreement” means the Business Combination Agreement, dated as of March 13, 2023, by and among HCM, Murano, Dutch Murano, Dutch HoldCo, ESC, ESAGRUP, and New CayCo.
Intellectual Property” means any and all intellectual property or other related proprietary rights (whether common law or statutory rights) in any jurisdiction throughout the world, including: (i) patents, patent applications, invention disclosures, statutory invention registrations, registered designs and similar or equivalent rights in inventions, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof; (ii) registered and unregistered trademarks, logos, service marks, trade dress and trade names, slogans, and other designations or indicia of origin, and Internet domain names, uniform resource locators, social media handles, and other names, identifiers, and locators associated with Internet addresses, sites, and
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services, together with the goodwill of any Group Company or their respective businesses symbolized by or associated with any of the foregoing; (iii) copyrights and copyrightable works and any other equivalent rights in works of authorship (whether or not registrable, including rights in Software and other works of authorship and moral rights); (iv) registrations and applications for any of the foregoing (i)-(iii); (v) trade secrets, industrial secret rights, know-how, processes, methods and other confidential information or proprietary rights (collectively, “Trade Secrets”); and (vi) any other similar intellectual property or related proprietary rights.
IPO” means HCM’s initial public offering of units, consummated on January 21, 2022.
Jersey Companies Law” means the Companies (Jersey) Law 1991.
Law” means any statute, law, ordinance, order, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority.
Listing Application” means a Nasdaq a listing application in connection with the transactions contemplated by the Business Combination Agreement, covering the registration under the Securities Act of PubCo Ordinary Shares that are included in the Merger Shares.
Lock-Up Agreement” means that certain Lock-up Agreement to be entered into in connection with the Closing, substantially in the form attached to the Business Combination Agreement as Exhibit B.
Marcos Sacal Cohen” or “MSC” means Marcos Sacal Cohen, an individual and the Chief Financial Officer of Murano and son of ESC, who following the consummation of the Business Combination will be a director and Chief Operating Officer of PubCo.
Meeting Adjournment Proposal” means the proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.
Merger” means the merging of New CayCo with and into HCM pursuant to the Amended & Restated Business Combination Agreement, Plan of Merger and Cayman Companies Act, with HCM surviving such merger and becoming a direct wholly-owned subsidiary of PubCo.
Merger Shares” means such number of new PubCo Ordinary Shares that are required to be issued to each holder of HCM Ordinary Shares entitled to receive consideration pursuant to the Amended & Restated Business Combination Agreement and the Plan of Merger.
Murano” means Murano PV, S.A. DE C.V., a Mexican corporation.
Murano Disclosure Letter” means the disclosure letter delivered to HCM by Murano on the date of the Amended & Restated Business Combination Agreement.
Murano Group” means the following companies combined in order to present the Combined Financial Statements under the approach of common control: Murano; Murano Management, S. A. de C. V.; Murano World, S. A. de C. V.; Inmobiliaria Insurgentes 421, S. A. de C. V.; Fideicomiso Murano 1000 CIB/3000; Operadora Hotelera GI, S. A. de C. V.; Fideicomiso Murano 2000 CIB/3001; Operadora Hotelera Grand Island II, S. A. de C. V.; Fideicomiso Murano 4000 CIB/3288; Fideicomiso Murano 6000 CIB/3109; Operadora Hotelera I421, S. A. de C. V.; Operadora Hotelera I421 Premium, S. A. de C. V.; Servicios Corporativos BVG, S. A. de C. V.; Edificaciones BVG, S. A. de C. V.
Murano Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of the Group Companies, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of Murano to consummate the Merger; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Murano Material Adverse Effect”: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Initial Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action required by the Business Combination Agreement, (d) any epidemic, pandemic or other disease outbreak (including COVID-19 and any COVID-19 Measures), (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (f) any failure of Murano to meet any
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projections or forecasts (provided that this clause (f) shall not prevent a determination that any Event not otherwise excluded from this definition of Murano Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Murano Material Adverse Effect), (g) any Events generally applicable to the industries or markets in which the Group Companies operate, (h) the announcement of the Business Combination Agreement and consummation of the transactions contemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, landlords, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto, (it being understood that this clause (h) shall be disregarded for purposes of the representation and warranty set forth in the Business Combination Agreement and the condition to Closing with respect thereto), (i) any matter set forth on the Murano Disclosure Letter, or (j) any action taken by, or at the written request of, HCM; provided, further, that any Event referred to in clauses (a), (b), (d), (e), (f), or (g) above may be taken into account in determining if a Murano Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the Group Companies, taken as a whole, relative to similarly situated companies in the industry or geography in which the Group Companies conduct their respective operations.
Murano Ordinary Shares” means the Murano’s shares, with a par value of Ps.$1.00 per share representing the entire issued share capital of the Murano.
Murano Organizational Documents” means the memorandum and articles of association of the Murano, as amended, modified or supplemented from time to time.
Murano Parties” means New CayCo, Murano, Dutch Murano, PubCo, Dutch HoldCo, and Seller.
Murano Shareholder Approval” means the approval of the Amended & Restated Business Combination Agreement and the transactions contemplated thereby by the shareholders of the PubCo, New CayCo, and Murano, including the Merger and the Reorganization, in accordance with the terms and subject to the conditions of the Murano Organizational Documents and applicable Law.
Murano Shareholders” means the holders of all of the PubCo Ordinary Shares and all other shares being Equity Interest as of immediately prior to the Exchange Effective Time.
Murano Subsidiaries” means, with respect to Murano, a corporation, trust, company, or other entity of which more than 50% of the voting power of the equity securities, participation interests or equity interests is owned or controlled, directly or indirectly, by such Person, specifically including the Persons set forth on the Murano Disclosure Schedule.
New CayCo” means Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability which is a direct wholly-owned subsidiary of PubCo.
Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.
Owned Real Property” means all real property owned, directly or indirectly, by any Group Company, described in Section 4.20 of the Murano Disclosure Letter, together with all buildings, improvements and fixtures located thereon.
PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.
Peso” or “MXN” means pesos, the legal currency of Mexico.
Plan of Merger” means the plan of merger in respect of the Merger, required pursuant to the Cayman Companies Act entered into after the date hereof and prior to Closing in a form to be agreed between the parties thereto.
Post-Merger Charter” means the post-Merger amended and restated memorandum and articles of association to be adopted by the Surviving Company and which shall take effect from the Effective Time.
Private Placement Warrant” means a warrant to purchase one HCM Class A Ordinary Share at an exercise price of $11.50 issued to the Sponsor or its designees.
PubCo” means Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (with registered number 149873).
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PubCo Board” means the board of directors of PubCo.
PubCo Board Resolution” means one or several PubCo Board resolutions with respect to the approval of the Transaction and the Transaction Documents to which PubCo is or will be a party, including, for the avoidance of doubt, the approval by the PubCo Board of the issuance on the Closing Date (and conditional on Closing) by a delegate of new PubCo Ordinary Shares following the Merger as the Merger Shares, and (b) the issuance of new PubCo Ordinary Shares to the Murano Shareholders as part of the exchange as contemplated by the Amended & Restated Business Combination Agreement.
PubCo Ordinary Shares” means the ordinary shares of PubCo, no par value.
PubCo Organizational Documents” means the memorandum and articles of association of PubCo as amended, modified or supplemented from time to time.
Public Share” means an HCM Class A Ordinary Share issued as part of an HCM Unit in the IPO.
Public Shareholders” means the holders of Public Shares that were offered as part of the IPO.
HCM Public Warrant” means a warrant to purchase one HCM Class A Ordinary Share at an exercise price of $11.50 sold in HCM’s IPO as part of an HCM Unit.
Redemption Rights” means the redemption rights provided for in Section 8 of the HCM Charter.
“Registration Rights Agreement” means that certain Registration Rights Agreement to be entered into in connection with the Closing, substantially in the form attached to the Amended & Restated Business Combination Agreement as Exhibit A.
Reorganization” means internal reorganization of certain of assets and Murano Subsidiaries to effect the structure set forth in the Murano Disclosure Letter.
Sabadell Mortgages” means (i) the first priority mortgage to be entered into by Murano World, as mortgagor, and Banco Sabadell (collateral agent), as mortgagee, over Private Unit 2 (Lote 56A-2, SM A2, 2da. Etapa Turística, located at Desarrollo Turístico de Cancún, Quintana Roo, Blvd Kukulcan Zona Hotelera KM 16.5, Cancún, Benito Juárez, Quintana Roo, with an area of 30,431.53 square meters), and (ii) the second priority mortgage to be entered into by Murano World, as mortgagor, and Banco Sabadell (collateral agent), as mortgagee, over the “Playa Delfines” property (Manzana 53, Lote 56-P, Sección “A”, Zona Turística de Cancún, Benito Juárez, Quintana Roo, with an area of 4,298.16 square meters). The “Playa Delfines” property is currently under a first priority mortgage entered into on March 31, 2023, by Murano World, as mortgagor, and ALG Servicios Financieros México, S.A. de C.V., S.O.F.O.M., E.N.R., as mortgagee, as collateral of that certain loan agreement entered into on March 31, 2023, by Murano World, as borrower, and ALG Servicios Financieros México, S.A. de C.V., S.O.F.O.M., E.N.R., as lender.
Sabadell Pledges” means the (i) share pledge agreement, to be entered into by Mr. Elías Sacal Cababie, as pledgor, and Banco Sabadell (collateral agent), as mortgagee, with respect to 100% of the shares issued by Murano World in favor of ESC, (ii) share pledge agreement, to be entered into by Marcos Sacal Cohen and Edgar Armando Padilla Pérez, as pledgors, and Banco Sabadell (collateral agent), as mortgagee, with respect to 100% of the shares issued by Operadora Hotelera G I, and (iii) pledge agreement, to be entered into by Marcos Sacal Cohen and Edgar Armando Padilla Pérez, as pledgors, and Banco Sabadell (collateral agent), as mortgagee, with respect to 100% of the shares issued by Operadora GII.
Sabadell Refinancing” means the refinancing of the credit agreement with mortgage guarantee, dated October 4, 2019 (as amended from time to time), with the participation of CIBanco as trustee of the F/2000 Trust, as borrower, Operadora Hotelera G I, Operadora GII and Murano Word, as joint and several obligors, Banco Sabadell, as administrative agent and collateral agent, SabCapital, Caixabank, Bancomext, and Nafin, as lenders, with the appearance of the Company and ESC. The refinancing consists, among others, of (i) an amendment to the amortization schedule, (ii) an extension of the current financing, resulting in additional Indebtedness in the amount of USD$45,000,000.00, and (iii) an amendment and extension of the collateral granted to secure the obligations under such refinancing. The purpose of the refinancing will be the funding of the construction and completion of the Grand Island I Properties.
SEC” means the U.S. Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
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Seller” means collectively Elías Sacal Cababie, an individual, and ES Agrupación, S.A. de C.V., a Mexican corporation.
SPAC” or “HCM” means HCM Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability.
HCM Charter” means the Amended and Restated Memorandum and Articles of Association of HCM, as amended, modified or supplemented from time to time.
HCM Warrant Agreement” means that certain Warrant Agreement, dated as of January 20, 2022, between HCM and Continental Stock Transfer & Trust Company.
Sponsor” means HCM Investor Holdings, LLC, a Delaware limited liability company.
Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of August 2, 2023, by and among Murano, PubCo, SPAC, Sponsor, and SPAC Holders, as amended, modified or supplemented from time to time.
Subsidiary” means, with respect to a person, a corporation, trust, company, or other entity of which more than 50% of the voting power of the equity securities, participation interests or equity interests is owned or controlled, directly or indirectly, by such person. With respect to the Murano Parties, the persons listed in Section 4.1(a) of the Murano Disclosure Letter are considered Subsidiaries as of the date of the Amended & Restated Business Combination Agreement for all purposes provided therein.
Surviving Company” means HCM, as the surviving company at the Effective Time, of the Merger.
Tax” or “Taxes” means any and all federal, state, local, or foreign income, gross receipts, license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property (impuesto predial), personal property, assessments, sales, acquisition, use, transfer, registration or other taxes, governmental charges, duties, levies and other similar charges, in each case to the extent in the nature of a tax, alternative or add-on minimum, or estimated taxes, and including any interest, penalty, cargo, actualización or addition thereto, including in Mexico any payments due under any social security Laws including those related to the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), the National Institute for Workers’ Housing Fund (Instituto del Fondo Nacional de la Vivienda para los Trabajadores) and the Retirement Savings System (Sistema de Ahorro para el Retiro).
Transaction Documents” means the Amended & Restated Business Combination Agreement, including all schedules and exhibits thereto, the Murano Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SPAC, PubCo, New CayCo or the Company in connection with the Transactions and specifically contemplated by the Business Combination Agreement.
Transaction Expenses” means the following out-of-pocket fees and expenses paid or payable by any Group Company or Murano Party (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation, preparation, execution or performance of the Initial Business Combination Agreement, Amended & Restated Business Combination Agreement or the Ancillary Agreements or otherwise in connection with the negotiation, documentation and consummation of the transactions contemplated hereby, including all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, the Trustee and transfer or exchange agent, as applicable, and other advisors and service providers; provided, however, that the Transaction Expenses shall not include Transfer Taxes. For the avoidance of doubt, Transaction Expenses shall not include any HCM Transaction Expenses.
Transaction Proposals” means (a) the adoption and approval of the Amended & Restated Business Combination Agreement and the documents (including the Plan of Merger) and transactions (including the Merger) contemplated thereby in accordance with applicable Law and Nasdaq rules and regulations; (b) the adoption and approval of any other proposals as the SEC may indicate are necessary in its comments to the Registration Statement or correspondence related thereto; (c) the amendment and restatement of HCM’s governing documents, alterations to HCM’s authorized share capital and change of HCM’s name to Murano Global Hospitality Corp.; (d) the adoption and approval of any other proposals as reasonably agreed by HCM and Murano to be necessary or appropriate in
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connection with the transactions contemplated by the Amended & Restated Business Combination Agreement; (e) the adjournment of the HCM shareholder meeting, if necessary to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing.
Transactions” means the transactions contemplated by the Transaction Documents, including the Merger.
Trust Account” means the trust account with Continental Stock Transfer and Trust Company that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.
Trust Account Cash” means the total amount of cash held in the Trust Account that was raised as a result of the IPO of the SPAC (not including any interest paid with respect to such cash or amounts contributed into the Trust Account from other transactions).
Trust Agreement” means that certain Investment Management Trust Agreement, dated as of January 12, 2021, by and between SPAC and Continental.
U.S. GAAP” means United States generally accepted accounting principles.
VAT” means value added Tax pursuant to the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado).
Warrant Assumption Agreement” means the Warrant Assumption Agreement, substantially in the form attached to the Amended & Restated Business Combination Agreement as Exhibit D.
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY MEETING
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary Meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to HCM Holders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Combined Financial Statements and annexes attached hereto and the other documents referred to herein.
Q.
Why am I receiving this proxy statement/prospectus?
A.
HCM and Murano have entered into the Business Combination Agreement with PubCo, ESC, ESAGRUP, and New CayCo, which provides for the Business Combination in which, among other transactions described in this proxy statement/prospectus, HCM will merge with New CayCo, with HCM surviving such merger and Murano and HCM will become direct subsidiaries of PubCo. A copy of the Amended & Restated Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. If you are an HCM Holder, you are receiving this proxy statement/prospectus because you hold HCM Ordinary Shares as of the record date for the Extraordinary Meeting at which HCM Holders will be asked to approve the Business Combination Agreement, among other things.
Q.
What will happen in the Business Combination?
Pursuant to the Amended & Restated Business Combination Agreement and related agreements, at the Effective Time, subject to the receipt of the HCM Shareholder Approval and the Murano Shareholder Approvals:
New CayCo, a wholly-owned subsidiary of PubCo, was formed for the sole purpose of entering into the Amended and Restated Business Combination Agreement and effecting the Merger with HCM;
Prior to the Effective Time, the Subscriptions (as defined in the Amended & Restated Business Combination Agreement) will be undertaken in which: (i) Murano will reimburse the Seller for 16,413,927 shares of Murano Ordinary Shares in consideration of Ps.$16,413,927; (ii) ESC will subscribe for additional shares in PubCo for an aggregate cash subscription price of US$1,500,000 (the “Cash Subscription”) in consideration for the issuance by PubCo of 69,100,000 PubCo Ordinary Shares and (iii) PubCo will subscribe for a number of shares in Murano, such that after giving effect to such subscription PubCo will hold 99.99% of Murano Ordinary Shares in consideration for cash in the amount of the Cash Subscription and the remaining 0.001% of Murano will be held by Murano Management S.A. de C.V, in accordance with requirements of Mexican law;
Following the satisfaction or waiver of the conditions precedent, at the Effective Time, New CayCo shall merge with and into HCM with HCM being the Surviving Company and a wholly owned subsidiary of PubCo;
Upon consummation of the Merger (and without any action on the part of the New CayCo shareholder (i.e., PubCo), HCM or any other party), separate corporate existence of New CayCo shall cease and HCM, as the surviving company of the Merger, will continue its corporate existence under the Cayman Companies Act, as a wholly-owned subsidiary of PubCo; accordingly, (i) the sole share of New CayCo that was issued and outstanding immediately before the Effective Time shall be automatically cancelled and extinguished in exchange for the issuance of a single share in HCM, as the surviving company in the Merger, to PubCo and (ii) HCM, as the surviving company of the Merger, shall issue such additional new shares in HCM to PubCo as may be required with an aggregate value that is equivalent to the aggregate value of the Merger Shares in consideration for the issuance by PubCo of the Merger Shares to the persons who had previously held HCM Ordinary Shares;
At and after the Effective Time, the Merger shall (without limitation) have the following effects, namely that HCM as the surviving company shall possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Companies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each of the Constituent Companies, and all property, real, personal and mixed, and all debts due to each such Constituent Companies, on whatever account, shall become vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Company as they are of the Constituent Companies; and
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the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Company shall thereafter be assumed by the Surviving Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it;
Prior to the Closing, PubCo shall appoint the Exchange Agent to act as the agent for the purpose of distributing Merger Shares to the persons who had previously held HCM Ordinary Shares. At or before the Effective Time, PubCo shall issue to the Exchange Agent the requisite number of Merger Shares as are required to be subsequently transferred to the holders of HCM Ordinary Shares entitled to receive them;
Reasonably promptly after the Effective Time, PubCo shall send or shall cause the Exchange Agent to send, to each record holder of HCM Ordinary Shares as of immediately prior to the Effective Time, who is entitled to receive Merger Shares, a Letter of Transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper issuance of each Merger Share to the Exchange Agent, and which Letter of Transmittal will otherwise be in customary form) for use in such exchange;
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of HCM Ordinary Shares, each HCM Ordinary Share that is issued and outstanding immediately prior to the Effective Time, but excluding any HCM Ordinary Shares redeemed pursuant to the HCM Share Redemption or held as treasury shares, which treasury shares shall be canceled as part of the Merger and shall not constitute “HCM Ordinary Shares”, shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to receive consideration comprised of a corresponding number of Merger Shares that are held in the accounts of the Exchange Agent, solely for the benefit of the holders of HCM Ordinary Shares (resulting, for the avoidance of doubt, so far as legally possible, in each HCM Ordinary Share being exchanged for the issue of one new PubCo Share);
No fractional PubCo Ordinary Shares will be issued in the Merger. In lieu of fractional PubCo Ordinary Shares to which a holder of HCM Ordinary Shares would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole PubCo Ordinary Share and PubCo shall make, or cause to be made, cash settlements with respect to fractional shares eliminated by rounding;
As a result of the Merger and without any action of any party or any other Person, each Warrant to purchase HCM Ordinary Shares (other than those held by the Sponsor) shall (a) automatically cease to represent a right to acquire HCM Ordinary Shares and shall automatically convert into a right to acquire PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares subject to each such HCM Warrant immediately prior to the Effective Time; (b) have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share; and (c) expire on the five year anniversary of the Closing Date. PubCo shall enter into a warrant assumption agreement as of immediately prior to the Effective Time regarding the foregoing;
The parties to the Amended & Restated Business Combination Agreement will hold the closing on the date of the Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Amended & Restated Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time);
Murano and HCM (as the Surviving Company) will each be direct subsidiaries of PubCo; and
HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HMCA”, “HCMAU” and “HCMAW”, respectively. PubCo intends to apply for listing, to be effective at the time of the Closing, of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. This proxy statement/prospectus provides shareholders of HCM with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of HCM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 53 of this proxy statement/prospectus.
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Q.
When and where is the HCM Extraordinary Meeting?
A.
The Extraordinary Meeting will be held at   a.m. Eastern time, on   , 2023, at 100 First Stamford Place, Suite 330, Stamford, CT 06902. For your convenience, we will also webcast the Extraordinary Meeting live via the Internet at   . The Company’s shareholders may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary Meeting in person or by visiting    and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials.
Any shareholder wishing to attend the Extraordinary Meeting must register in advance. To register for and attend the Extraordinary Meeting, please follow these instructions as applicable to the nature of your ownership of HCM Ordinary Shares:
Record Owners. If you are a record holder and you wish to attend the Extraordinary Meeting, go to   , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. You will need to log back into the meeting site using your control number immediately prior to the start of the Extraordinary Meeting. You must register before the meeting starts.
Beneficial Owners. Beneficial owners who wish to attend the Extraordinary Meeting must obtain a legal proxy from the shareholder of record and e-mail a copy of their legal proxy to proxy@continentalstock.com. Beneficial owners should contact their bank, broker, or other nominee for instructions regarding obtaining a legal proxy. Beneficial owners who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Extraordinary Meeting. Beneficial owners should contact Continental Stock Transfer & Trust Company on or before   p.m. Eastern Time on    , 2023.
Q.
What matters will HCM Holders consider at the Extraordinary Meeting?
A.
At the HCM Extraordinary Meeting, HCM will ask its shareholders to vote in favor of the following proposals:
Proposal 1 (The Business Combination Proposal) — a proposal by ordinary resolution to approve and adopt the Amended & Restated Business Combination Agreement and the Business Combination.
Proposal 2 (The Merger Proposal) – a proposal by special resolution, to approve the Merger and the Plan of Merger.
Proposal 3 (The Charter Proposal) – a proposal by special resolution, to approve, that at the Effective Time:
(i)
the Post-Merger Charter be adopted;
(ii)
that HCM's name be changed to “Murano Global Hospitality Corp.”; and
(iii)
that HCM's authorised share capital be altered to that of Surviving Company’s Post-Merger authorised share capital.
Proposal 4 (The Meeting Adjournment Proposal): to approve, by ordinary resolution, a proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.
Q.
What happens if Proposal 1 (The Business Combination Proposal) is not approved?
A.
HCM has the option to elect to extend the date to consummate a business combination on a monthly basis for up to one time by an additional month after December 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to January 25, 2024, unless the closing of a business combination shall have occurred (“Extension Period”). If Proposal 1 (The Business Combination Proposal) is not approved and HCM does not consummate a business combination within the Extension Period, HCM will be required to liquidate and dissolve, and the holders of Public Shares will be entitled to redeem their Public Shares for a pro rata share of the amount on deposit in the Trust Account.
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Q.
Are the proposals conditioned on one another?
A.
The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal. The Merger Proposal and the Charter Proposal are cross-conditioned on the approval of the Business Combination Proposal. The Meeting Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, HCM will not consummate the Business Combination.
Q.
Why is HCM proposing the Business Combination Proposal?
A.
HCM was organized for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although HCM was primarily focused on technology or technology enabled businesses, HCM is not limited to any particular industry or sector. See the section entitled “The Business Combination — HCM’s Board of Directors’ Recommendation of and Reasons for the Approval of the Business Combination.
Q.
Who is Murano?
A.
Murano is a Mexican development company with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. Murano also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism, and medical real estate projects, among others. Murano has a national footprint and international outreach aimed at institutional real estate investors.
Murano was formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. Our hotel portfolio consists of:
an iconic 396 -room five-star upper scale hotel located in the heart of Mexico City in a sophisticated and bohemian neighborhood that celebrates local history (the “Andaz and Mondrian Hotel”), which was completed in the last quarter of 2022 and became operational in the first quarter of 2023;
a 3,016 room complex, also categorized as five-star upper scale, that we refer to as the “GIC Complex,” to be developed in Cancun along the Nichupté Lagoon on the west side of the Cancun hotel zone (the “GIC Complex Development Project”);
the Baja Park Development Project; and
an iconic 371 -room hotel categorized as a five-star upper scale hotel, that we refer to as the “Dreams Chateau” to be developed in a unique location in Bajamar, Baja California near Rosarito beach and Valle de Guadalupe wine route (the “Dreams Chateau Development Project,” together with the GIC Complex Development Project, the “Hotel Projects” or the “Hotel Development Projects” and, together with the Andaz and Mondrian Hotels, the “Hotel Portfolio”).
Q.
Did HCM’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
The board of directors of HCM did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The board of directors of HCM believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The board of directors HCM also determined that Murano’s fair market value was at least 80% of HCM’s net assets (excluding deferred underwriting discounts and commissions).
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Q.
What are the effective fees payable to the underwriter on a percentage basis for PubCo Ordinary Shares based on the level of redemptions?
Upon completion of an initial business combination, PubCo will be committed to pay Cantor Fitzgerald an amount equal to $3.0 million, in the aggregate, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. In addition, HCM separately incurred and paid approximately $5.0 million, of underwriting fees upon the closing of its IPO, for aggregate fees of $8.0 million. The following table illustrates the effective fees payable to Cantor Fitzgerald on a percentage basis for HCM Class A Ordinary Shares at each redemption level identified below.
 
No
Redemptions
50%
Redemptions
75%
Redemptions
90%
Redemptions
Maximum
Redemptions
PubCo Ordinary Shares
81,991,906
79,952,203
78,932,352
78,320,441
77,912,500
Trust Proceeds to PubCo
40,794,060
20,397,030
10,198,515
4,079,406
Fees Payable to Underwriter
8,000,000
8,000,000
8,000,000
8,000,000
8,000,000
Effective Fees(1)
20%
39%
78%
196%
N/A
(1)
Based on the estimated per share redemption price of approximately $10.   per share.
The level of redemptions will also impact the effective fees incurred in connection with the IPO and payable to Cantor Fitzgerald upon the completion of the business combination on a per public share basis. Assuming no exercise of HCM public warrants, in the no redemption scenario, the effective fees payable to Cantor Fitzgerald would be approximately $1.96 per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per public share). In the 50% redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $3.92 per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per share). In the 75% redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $  per public share on a pro forma basis (or  % of the value of shares assuming a trading price of $10.  per share). In the 90% redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $  per public share on a pro forma basis (or  % of the value of shares assuming a trading price of $10.  per share). In the maximum redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $     per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per share).
Although Cantor Fitzgerald has waived $12,125,000 in aggregate deferred underwriting commissions, we note that Cantor Fitzgerald has not sent, and does not anticipate sending, any notice about ceasing involvement with the Business Combination.
Q.
What equity stake will current HCM Holders and Murano Shareholders have in PubCo after the Closing?
A.
While it is difficult to predict how many Public Shareholders will exercise their redemption right, it is anticipated that, upon completion of the Business Combination and exclusive of the dilutive impact of the exercise and conversion of certain securities, (i) the HCM Initial Shareholders will own a maximum of approximately 10.7% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions and 11.3% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, and (ii) the Murano Shareholders will own approximately 84.3% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 88.7% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, and (iii) the Public Shareholders will own approximately 5% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 0% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions. On a fully-diluted basis, the HCM Initial Shareholders will beneficially own approximately 9.3% of the total outstanding shares assuming maximum redemptions. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
Due to the difficulty of predicting how many Public Shareholders will exercise their redemption right, we have elected to provide five different redemption scenarios of Public Shares into cash, each of which produces different allocations of ownership of PubCo Ordinary Shares. The following table presents the share ownership of various holders of PubCo Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be    , 2023, (ii) no additional equity securities of HCM are issued at or prior to Closing and (iii) the following redemption scenarios:
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No Redemptions. This scenario assumes that none of HCM’s existing Public Shareholders will exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.
50% Redemptions. This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 2,039,703 Public Shares (50% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $   per share.
75% Redemptions.This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 3,059,555 Public Shares (75% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $ per share.
90% Redemptions.This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 3,671,465 Public Shares (90% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $ per share.
Maximum Redemptions. This scenario assumes that 100% of HCM’s existing Public Shareholders will exercise their redemption rights with respect to their Public Shares in connection with the approval of the Business Combination, at a price of $   per share.
 
No Redemptions
50% Redemptions
75% Redemptions
90% Redemptions
Maximum
Redemptions
Shareholders of
PubCo Post Business
Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Elias Sacal Cababie
69,100,000
84.3%
69,100,000
86.4%
69,100,000
87.5%
69,100,000
88.2%
69,100,000
88.7%
HCM Investor Holdings, LLC and other holders of Founder Shares(1)
8,812,500
10.7%
8,812,500
11.0%
8,812,500
11.2%
8,812,500
11.3%
8,812,500
11.3%
Public Shareholders
4,079,406
5.0%
2,039,703
2.6%
1,019,851
1.3%
407,941
0.5%
0%
Total Shares
81,991,906
100%
79,952,203
100%
78,932,351
100%
78,320,441
100%
77,912,500
100%
(1)
Excludes 1,250,000 PubCo Ordinary Shares that the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination pursuant to the Sponsor Support Agreement.
(2)
Percentages above exclude the dilutive impact of the prospective exercise of 2,500,000 Private Warrants held by Cantor Fitzgerald and 14,375,000 Public Warrants. On a fully-diluted basis, Mr. Cababie would have beneficial ownership of 69.9%, 71.4%, 72.1%, 72.6%, and 72.9% of the total outstanding shares, and HCM Investor Holdings, LLC and the other holders of Founders Shares would have beneficial ownership of 8.9%, 9.1%, 9.2%, 9.3%, and 9.3% of the total outstanding shares, in each case, assuming no redemptions, 50% redemptions, 75% redemptions, 90% redemptions and maximum redemptions. Cantor Fitzgerald is not an affiliate of any of the HCM Initial Shareholders.
Q.
What are the possible sources and the extent of dilution that the Public Shareholders that elect not to redeem their shares will experience in connection with the Business Combination?
A.
After the completion of the Business Combination, Public Shareholders will own a significantly smaller percentage of the combined company than they currently own of HCM. Consequently, Public Shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in HCM.
To illustrate all of the potential sources of dilution to our public shareholders who do not elect to have their shares redeemed for cash, we have set forth in the table below a sensitivity analysis showing the potential sources of dilution, namely the issuance of ordinary shares underlying the HCM Public Warrants and the HCM Private Placement Warrants, arising out of the business combination under the various redemption scenarios described above:
 
No Redemptions
50% Redemptions
75% Redemptions
90% Redemptions
Maximum
Redemptions
Shareholders of
PubCo Post Business
Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Elias Sacal Cababie
69,100,000
69.9%
69,100,000
71.4%
69,100,000
72.1%
69,100,000
72.6%
69,100,000
72.9%
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No Redemptions
50% Redemptions
75% Redemptions
90% Redemptions
Maximum
Redemptions
Shareholders of
PubCo Post Business
Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
HCM Investor Holdings, LLC and other holders of Founder Shares(1)(2)
8,812,500
8.9%
8,812,500
9.1%
8,812,500
9.2%
8,812,500
9.3%
8,812,500
9.3%
Public Shareholders
4,079,406
4.1%
2,039,703
2.1%
1,019,851
1.1%
407,941
0.4%
0.0%
Shares underlying HCM Public Warrants(3)
14,375,000
14.5%
14,375,000
14.8%
14,375,000
15.0%
14,375,000
15.1%
14,375,000
15.2%
Shares underlying HCM Private Placement Warrants(4)
2,500,000
2.5%
2,500,000
2.6%
2,500,000
2.6%
2,500,000
2.6%
2,500,000
2.6%
Total PubCo Ordinary Shares outstanding at Closing
98,866,906
100%
96,827,203
100%
95,807,351
100%
95,195,441
100%
94,787,500
100%
Total Pro Forma Equity Value of PubCo Ordinary Shares outstanding at Closing in Ps.(5)
$19,142,116,005
 
$18,747,198,909
 
$18,549,740,264
 
$18,431,265,309
 
$18,352,281,813
 
Per Share Pro Forma Equity Value of PubCo Ordinary Shares outstanding at Closing in Ps.(6)
$193.62
 
$193.62
 
$193.62
 
$193.62
 
$193.62
 
Per Share Pro Forma Book Value of PubCo Ordinary Shares outstanding at Closing in Ps.(6)
$95.47
 
$93.63
 
$92.68
 
$92.10
 
$91.71
 
(1)
Excludes 1,250,000 PubCo Ordinary Shares that the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination pursuant to the Sponsor Support Agreement.
(2)
Excludes 10,500,000 HCM Private Placement Warrants that the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination pursuant to the Sponsor Support Agreement.
(3)
Such HCM Public Warrants shares have an aggregate market value of approximately $   based on the closing price of HCM Public Warrants of $   on Nasdaq on   , 2023, the record date for the Extraordinary Meeting.
(4)
Such HCM Private Placement Warrants shares have an aggregate market value of approximately $   based on the closing price of HCM Public Warrants of $   on Nasdaq on   , 2023, the record date for the Extraordinary Meeting.
(5)
In each redemption scenario, the per share pro forma equity value of the shares will be $10.00 equivalent to Ps.$193.62.
(6)
The per share pro forma book value of the shares is based on the pro forma book value of equity at Closing.
Q.
Who will be the officers and directors of PubCo if the Business Combination is consummated?
A.
It is anticipated that, at the Closing, PubCo’s board of directors will be composed of seven members, including Shawn Matthews, Elias Sacal Cababie, Marcos Sacal Cohen, David Galan, Keith Edelman, Joanne Sonin, and    . See the section entitled “Management of PubCo after the Business Combination” for additional information.
Q.
What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions in the Business Combination Agreement, including, without limitation, that HCM Holders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”
Q.
What happens if I sell my HCM Ordinary Shares before the Extraordinary Meeting?
A.
If you transfer your HCM Ordinary Shares after the record date, but before the Extraordinary Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the
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Extraordinary Meeting. However, you will not be entitled to redeem your Public Shares for cash or to receive any PubCo Ordinary Shares following the Closing because only HCM Holders on the date of the Closing will be entitled to either redeem their Public Shares for cash or to receive PubCo Ordinary Shares in connection with the Closing.
Q.
What vote is required to approve the proposals presented at the Extraordinary Meeting?
A.
The approval of Proposal 1 (The Business Combination Proposal) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of all outstanding HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting whilst considered present for the purposes of establishing a quorum, will have not counted as a vote cast at the Extraordinary Meeting.
The approval of Proposal 2 (The Merger Proposal) and Proposal 3 (The Charter Proposal) each require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting, whilst considered present for the purposes of establishing a quorum, will have not counted as a vote cast at the Extraordinary Meeting. The approval of Proposal 4 (The Meeting Adjournment Proposal) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of all outstanding HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting.
Accordingly, an HCM Holder’s failure to vote by proxy or in person at the Extraordinary Meeting or to instruct its broker on how to vote, or an abstention from voting, whilst will be considered present for the purposes of establishing a quorum, will have not counted as a vote cast at the Extraordinary Meeting.
Q.
May HCM, the Sponsor or HCM’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
A.
In connection with the shareholder vote to approve the proposals, HCM and its affiliates may privately negotiate transactions to purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. There is no limit on the number of public shares our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. Any such privately negotiated purchases would be effected at a purchase price that is no higher than the per share pro rata portion of the Trust Account. However, our Sponsor, directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, HCM’s directors, officers or advisors, or their affiliates reserve the right to purchase shares in privately negotiated transactions from HCM Holders who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or HCM Ordinary Shares owned by the Sponsor and/or HCM’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to HCM for use in the Business Combination. None of HCM, the Sponsor or HCM’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any purchases by our Sponsor, HCM’s directors and officers, Murano or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in
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compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, HCM’s directors and officers, Murano or any of their respective affiliates will not make purchases of HCM Class A Ordinary Shares if the purchases would violate Section 9(a)(2) of or Rule 10b-5 under the Exchange Act. Prior to the Extraordinary Meeting, with respect to any arrangement or significant purchase made by any of the insiders, HCM will file a Current Report on Form 8-K to disclose (i) the number of HCM Ordinary Shares so purchased; (ii) the purpose of such transactions; (iii) the impact, if any, of such transactions on the likelihood that the Proposals will be approved, (iv) the identities or the nature of the public shareholders who sold their HCM Ordinary Shares in such transactions, and (v) the number of HCM Ordinary Shares for which HCM has received redemption requests. For more information, see the subsection entitled “The Business Combination — Potential Purchases of Public Shares.”
Q.
How many votes do I have at the Extraordinary Meeting?
A.
HCM Holders are entitled to one vote at the Extraordinary Meeting for each HCM Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 14,141,906 outstanding HCM Ordinary Shares, including 9,987,500 HCM Ordinary Shares held by the Sponsor and an aggregate of 75,000 HCM Class B Ordinary Shares held by HCM’s independent directors. HCM Warrants and HCM Units do not entitle their holders to vote.
Q.
How will the Sponsor, directors and officers vote?
A.
In connection with HCM’s IPO, HCM entered into agreements with its officers and directors, and the Sponsor, pursuant to which each agreed to vote their HCM Ordinary Shares in favor of Proposal 1 (The Business Combination Proposal). Such officers and directors and the Sponsor, who combined currently own approximately 71% of the outstanding HCM Ordinary Shares, have agreed to vote their HCM Ordinary Shares, as well as any HCM Ordinary Shares they may purchase prior to the Extraordinary Meeting, in favor of the proposals. As a result, HCM would not require any additional votes in favor of such proposals in order to have the Business Combination Proposal , the Merger Proposal, the Charter Proposal, and Meeting Adjournment Proposal approved.
Q.
What interests do HCM’s current officers and directors have in the Business Combination?
A.
HCM’s directors and executive officers have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include the following:
The Sponsor beneficially owns 9,987,500 Founder Shares, all of which are beneficially owned by our Chairman and Chief Executive Officer, and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. The Sponsor paid an aggregate of $25,000 (or $0.003 per share) for its Founder Shares. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to forfeit 1,250,000 Founder Shares in connection with the Closing of the Business Combination and following such forfeiture expects to beneficially own 8,737,500 PubCo Ordinary Shares, which shares would have an aggregate market value of approximately $   based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For the Sponsor, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $97.2 million (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/ prospectus, and after giving effect to the forfeiture of 1,250,000 Founder Shares).
Messrs. Steven Bischoff, David Goldfarb, and Jacob Loveless, the independent directors of HCM, each beneficially own 25,000 Founder Shares and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. Such Founder Shares have an aggregate market value of approximately $   for each independent director based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For Messrs. Bischoff, Goldfarb and Loveless, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $834,000 (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus).
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HCM’s directors will not receive reimbursement for the out-of-pocket expenses ($0.00 as of the date hereof) incurred by them on HCM’s behalf incident to identifying, investigating and consummating a business combination, unless a business combination is consummated.
The Sponsor and its affiliates can earn a positive rate of return on their investments, even if the Public Shareholders experience a negative rate of return on their investments in HCM and PubCo, as the Sponsor has purchased 9,987,000 Founder Shares for an aggregate of $25,000 (or $0.003 per share), 1,250,000 of which the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination.
The Sponsor has made loans from time to time to HCM to fund certain working capital deficiencies, capital requirements or finance transaction costs in connection with a Business Combination. On April 21, 2023, HCM issued a $3,000,000 promissory note to its Sponsor (the “Working Capital Note”). The Sponsor paid for monthly extensions into the Trust Account in the amount of $142,779 on each of April 21, 2023, May 23, 2023, June 21, 2023, July 24, 2023, August 23, 2023, September 21, 2023, October 23, 2023, and November 21, 2023. Each such payment is considered a working capital loan from the Sponsor pursuant to the Working Capital Note. In addition, as of October 18, 2023, the Sponsor had loaned HCM an aggregate amount of $550,000 for working capital purposes, which has not been deposited into the Trust Account. The Working Capital Note does not bear interest and shall be payable in full upon the consummation of an initial business combination. As of November 30, 2023, there was $1,692,233 in borrowings outstanding under the Working Capital Note.
Mr. Shawn Matthews is expected to continue as a director of PubCo if the Business Combination is completed.
Because HCM has certain provisions in its organizational documents that waive the corporate opportunities doctrine on an ongoing basis, HCM’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to HCM. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in HCM’s organizational documents did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.
HCM would be unable to indemnify its current directors and officers or continue to provide directors’ and officers’ liability insurance if the Business Combination is not completed.
The Sponsor has agreed to forfeit 1,250,000 HCM Class A Ordinary Shares and all of its 10,500,000 Private Placement Warrants upon the Closing of the Business Combination. Cantor Fitzgerald is not expected to forfeit any of its 2,500,000 Private Placement Warrants. For Cantor Fitzgerald, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $27.8 million (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus).
Because the Sponsor and the HCM directors will benefit from the completion of a business combination, they may be incentivized to recommend and complete a business combination of a less favorable target company or on terms less favorable to HCM Holders, rather than liquidate HCM.
None of the Sponsor nor any of HCM’s directors, officers, or their affiliates will receive any additional securities pursuant to any anti-dilution adjustment provisions based on any potential additional investments.
These interests may have influenced HCM’s directors in approving the Business Combination and making their recommendation to vote in favor of the approval of the Business Combination Proposal. Please read the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.
Q.
Do I have redemption rights?
A.
If you are a Public Shareholder, you may redeem all or a portion of your Public Shares for cash upon consummation of the Business Combination. The per share redemption price will be equal to the aggregate amount then on deposit in the Trust Account that holds certain of the proceeds of our IPO and simultaneous private placement, including interest (net of taxes payable), divided by the number of then outstanding Public Shares. All of the HCM Initial Shareholders have agreed to waive their redemption rights with respect to their HCM Ordinary Shares in connection with the completion of HCM’s initial business combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $45,022,770 on October 31, 2023,
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and 4,079,406 Public Shares outstanding, the estimated per share redemption price would have been approximately $11.04. In no event, however, will HCM redeem HCM Ordinary Shares in an amount that would cause HCM’s net tangible assets to be less than $5,000,001.
Q.
Will how I vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your HCM Ordinary Shares for or against Proposal 1 (The Business Combination Proposal), Proposal 2 (The Merger Proposal), Proposal 3 (The Charter Proposal) or any other proposal described in this proxy statement/prospectus, abstain from voting or do not vote your shares. As a result, the proposals can be approved by shareholders who will redeem their HCM Ordinary Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their HCM Ordinary Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
Q.
How do I exercise my redemption rights?
A.
In order to exercise your redemption rights, you must, prior to    p.m. Eastern time on   , 2023 (two Business Days before the Extraordinary Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, HCM’s transfer agent, that HCM redeem your HCM Ordinary Shares for cash, and (ii) tendering or delivering your shares to HCM’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). Your request should be submitted to the transfer agent at the following address:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HCM’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to HCM’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that HCM’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting HCM’s transfer agent at the street or e-mail address above.
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
The receipt of cash by a U.S. holder (as defined in the section entitled the caption “Material U.S. Federal Income Tax Considerations”) of HCM Ordinary Shares in redemption of such shares will generally be a taxable transaction for U.S. federal income tax purposes. It is also possible that a redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of public shares that the U.S. holder owns or is deemed to own. For a detailed discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the sections entitled Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination Redemption of HCM Ordinary Shares” and “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination— Redemption of HCM Ordinary Shares”.
TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q.
What are the material U.S. federal income tax consequences of the Business Combination to me?
A.
Material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is not a complete analysis or description of all of the possible U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.
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TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.
Q:
If I hold HCM Warrants, what are the U.S. federal income tax consequences of my HCM Warrants converting into PubCo Warrants?
A:
A U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations”) that owns only HCM Warrants but not HCM Ordinary Shares and whose HCM Warrants convert into PubCo Warrants generally should be treated as exchanging such HCM Warrants for “new” warrants. If so treated, that U.S. holder generally should be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the PubCo Warrants held by it immediately following the Merger and the adjusted tax basis of the HCM Warrants held by it immediately prior to the Merger. A U.S. holder’s tax basis in PubCo Warrants received in the Merger generally will equal the fair market value of such PubCo Warrants immediately following the Merger. A U.S. holder’s holding period in such U.S. holder’s PubCo Warrants generally should begin on the day after the Merger.
If the deemed transfer of HCM Warrants also qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, as discussed elsewhere in this proxy statement/prospectus, a U.S. holder of HCM Warrants generally should not recognize any gain or loss on any such deemed transfer of HCM Warrants, and such U.S. holder’s adjusted tax basis in the PubCo Warrants deemed received generally should be equal to the U.S. holder’s adjusted tax basis in its HCM Warrants deemed transferred. It is unclear whether the Merger, in addition to qualifying as an exchange described in Section 351(a) of the Code (as to which counsel is opining), will also qualify as a “reorganization” under Section 368 of the Code. There are many requirements that must be satisfied in order for the Merger to qualify as a “reorganization” under Section 368 of the Code, some of which are based upon factual determinations. There can be no assurance that the Merger will qualify as a reorganization under Section 368 of the Code, and because of the significant degree of uncertainty regarding whether the Merger can qualify as a reorganization under Section 368 of the Code, counsel is unable to opine as to whether it does, and it may be prudent for investors to assume that it will not.
U.S. Holders of HCM Warrants are urged to consult with their tax advisors regarding the treatment of their HCM Warrants in connection with the Merger.
For a discussion of the U.S. federal income tax treatment of HCM Warrants in connection with the Merger, including the treatment of a U.S. holder that owns HCM Ordinary Shares in addition to HCM Warrants, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders,” which qualifies the summary above in its entirety, including the section entitled “Material U.S. Federal Income Tax Considerations—U.S. Holders—The Business Combination—Application of the PFIC Rules to the Business Combination – Application of the PFIC Rules to HCM Warrants,” which describes the consequences that are expected to apply as a result of HCM's expected PFIC status.
Q:
If I hold HCM Warrants, can I exercise redemption rights with respect to my warrants?
A:
No. There are no redemption rights with respect to the HCM Warrants.
Q:
If I hold HCM Units, can I exercise redemption rights with respect to my HCM Units?
A:
No. Holders of outstanding HCM Units must separate the underlying HCM Ordinary Shares and HCM Warrants prior to exercising redemption rights with respect to the HCM Ordinary Shares.
Q:
Do appraisal rights exist with respect to the proposed Business Combination?
A:
The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and our board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.
Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay HCM
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Holders who properly exercise their redemption rights, and any remaining balance will be released to PubCo to be used for general corporate purposes following the Business Combination.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights. In addition, the Business Combination will not be consummated if the Business Combination Proposal is not approved or the other conditions to closing are not satisfied or waived.
In order to provide more time to consummate the Business Combination, in April 2023 the HCM Holders approved an amendment to the SPAC Charter to extend the deadline for HCM to consummate a business combination on a monthly basis, which it may do without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to January 25, 2024, unless the closing of a business combination shall have occurred. If, as a result of the termination of the Business Combination Agreement or otherwise, HCM is unable to complete a business combination by January 25, 2024, or amend the HCM Charter to further extend the date by which HCM must consummate an initial business combination, the HCM Charter provides that HCM will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten Business Days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which shall be net of taxes payable), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following accordance with applicable law, liquidate and dissolve, subject in each case to the Corporation’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. See the section entitled “Risk Factors — Risks Related to HCM and the Business Combination.”
The HCM Initial Shareholders have waived any right to any liquidation distribution with respect to their HCM Ordinary Shares. In the event of liquidation, there will be no distribution with respect to outstanding HCM Warrants. Accordingly, the HCM Warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.
For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”
Q:
What do I need to do now?
A:
You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A:
If you were a holder of record of HCM Ordinary Shares on   , 2023, the record date for the Extraordinary Meeting, you may vote by telephone, online or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary Meeting and vote online, obtain a proxy from your broker, bank or nominee.
Q:
What will happen if I abstain from voting or fail to vote at the Extraordinary Meeting?
A:
At the Extraordinary Meeting, HCM will count a properly executed proxy marked “ABSTAIN” with respect to
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a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will not count as a vote cast at the Extraordinary Meeting.
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Extraordinary Meeting.
Q.
Do I need to attend the Extraordinary Meeting to vote my shares?
A.
No. You are invited to attend the Extraordinary Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary Meeting to vote your shares. Instead, you may submit your proxy by telephone, online or by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. HCM encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
Q.
If I am not going to attend the Extraordinary Meeting virtually by telephone or online, should I vote by proxy instead?
A.
Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please vote by telephone or online, or submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, your shares will be counted for purposes of determining the presence of a quorum at the Extraordinary Meeting but will not count as a vote cast as the Extraordinary Meeting. However, in no event will your broker’s failure to vote your shares have the effect of exercising your redemption rights, which may only be exercised as described in the section entitled “The Extraordinary Meeting of HCM Holders — Redemption Rights.
Q.
May I change my vote after I have voted by proxy?
A.
Yes. If you vote by telephone or online, only your latest telephone or online proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a proxy card, you may change your vote by completing a new proxy card with a later date. You may also revoke your proxy and change your vote by virtually attending the meeting and voting online. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali Global LLC at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, provided such revocation is received prior to the vote at the Extraordinary Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change or revoke your vote.
Q.
What should I do if I receive more than one set of voting materials?
A.
If you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. You may also receive multiple copies of this proxy statement/prospectus. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.
What is the quorum requirement for the Extraordinary Meeting?
A.
A quorum will be present at the Extraordinary Meeting if the holders of a majority of the HCM Ordinary Shares are present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the Extraordinary Meeting. Abstentions will be counted towards the quorum requirement.
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Q.
What happens to HCM Warrants I hold if I vote my HCM Ordinary Shares against approval of Proposal 1 (The Business Combination Proposal), Proposal 2 (The Merger Proposal), or Proposal 3 (The Charter Proposal), and/or validly exercise my redemption rights with respect to my HCM Ordinary Shares?
A.
Regardless of how, or whether, you vote, if the Business Combination is completed, all of your HCM Warrants will convert into PubCo Warrants as described in this proxy statement/prospectus, even if you redeem your HCM Ordinary Shares for cash. If the Business Combination is not completed, you will continue to hold your HCM Warrants, and if HCM does not otherwise consummate an initial business combination within the Extension Period or amend the HCM Charter to further extend the date by which HCM must consummate an initial business combination, HCM will be required to liquidate and dissolve, and your warrants will expire worthless.
Q.
What happens to HCM Units I hold if I vote my HCM Ordinary Shares against approval of the Business Combination Proposal and/or validly exercise my redemption rights?
A.
Regardless of how you vote and in connection with the consummation of the Business Combination and immediately prior to the Effective Time, the HCM Units will automatically separate into their component parts and holders of HCM Units will receive one PubCo Ordinary Share for each Ordinary Share and one PubCo Warrant for each SPAC Warrant. If you redeem your HCM Ordinary Shares for cash, and still hold other HCM Units, the HCM Units will be converted into PubCo Ordinary Shares and PubCo Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your HCM Units, and if HCM does not otherwise consummate an initial business combination within the Extension Period or amend the HCM Charter to further extend the date by which HCM must consummate an initial business combination, HCM will be required to liquidate and dissolve, and you will receive the corresponding pro rata amount from the Trust Account that corresponds to the HCM Ordinary Shares components of the HCM Units that you hold.
Q.
Who will solicit and pay the cost of soliciting proxies?
A.
HCM will pay the cost of soliciting proxies for the Extraordinary Meeting. HCM has engaged Morrow Sodali Global LLC to assist in the solicitation of proxies for the Extraordinary Meeting. HCM has agreed to pay Morrow Sodali Global LLC a fee of $  . HCM will reimburse Morrow Sodali Global LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali Global LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. HCM also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of HCM Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HCM Ordinary Shares and in obtaining voting instructions from those owners. HCM’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q.
Who can help answer my questions?
A.
If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact HCM’s proxy solicitor at:
Morrow Sodali Global LLC
333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902
Attn: William Dooley
Toll Free Telephone: (203) 658-9388
Main Telephone: (203) 809-7676
E-mail: w.dooley@morrowsodali.com
You may also contact HCM at:
HCM Acquisition Corp
100 First Stamford Place, Suite 330,
Stamford, CT 06902
Telephone: (203) 930-2200
To obtain timely delivery, HCM Holders and warrant holders must request the materials no later than five Business Days prior to the Extraordinary Meeting.
You may also obtain additional information about HCM from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the Extraordinary Meeting you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section entitled “Where You Can Find More Information.” Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
Parties to the Business Combination
HCM Acquisition Corp
HCM is a blank check company incorporated in the Cayman Islands in February 2021, for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, without limitation as to business, industry or sector. The HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HCMA”, “HCMAU” and “HCMAW”, respectively. The closing prices of the publicly traded Ordinary Shares, warrants and units of HCM on March 12, 2023, the date preceding HCM’s public announcement of the entry into the Business Combination Agreement, were $10.44, $10.45 and $0.02, respectively. The closing prices of the publicly traded Ordinary Shares, warrants and units of HCM on November 24, 2023, were $11.10, $0.02, and $11.07, respectively.
At the Closing, the outstanding HCM Ordinary Shares will convert into PubCo Ordinary Shares, the outstanding HCM Warrants will convert into PubCo Warrants and any outstanding HCM Units will separate and convert into PubCo Ordinary Shares and PubCo Warrants.
The mailing address of HCM’s principal executive offices is 100 First Stamford Place, Suite 330, Stamford, CT 06902, and its telephone number is (203) 930-2200.
Murano
Murano is a Mexican development company with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. Murano also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism, and medical real estate projects, among others. Murano has a national footprint and international outreach aimed at institutional real estate investors.
Murano was formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. Our hotel portfolio consists of:
the Andaz and Mondrian Hotel, which was completed in the last quarter of 2022 and became operational in the first quarter of 2023;
the GIC Complex, to be developed in Cancun along the Nichupté Lagoon on the west side of the Cancun the GIC Complex Development Project;
Baja Park Development Project; and
the Dreams Chateau Development Project.
For more information about Murano, see the sections entitled “Business of Murano and Certain Information About Murano” and “Murano Management’s Discussion and Analysis of Financial Conditions and Results of Operation.”
PubCo
Murano Global Investment Limited a company incorporated under the laws of the Bailiwick of Jersey (with registered number 149873). PubCo owns no material assets and does not operate any business and was incorporated for purposes of the Business Combination. Prior to the consummation of the Business Combination, the directors of PubCo are Shawn Matthews, Marcos Sacal Cohen, Elías Sacal Cababie, David Galan, Keith Edelman, Joanne Sonin, and    . Prior to the consummation of the Business Combination, the sole shareholder of PubCo is Elias Sacal Cababie, holding 100% of the currently outstanding PubCo Ordinary Shares. PubCo expects to apply to list its PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbol “MRNO” and “MRNOW”, respectively.
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The address of PubCo’s registered office is 50 La Colomberie, St. Helier, JE2 4QB, Jersey. After the consummation of the Business Combination, its principal executive office will be at New Penderel House 4th Flr, 283 288 High Holborn, London WC1V 7HP United Kingdom. PubCo’s telephone number at that address is +44 20 7404 4140.
PubCo qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which means that it can take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
Upon the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, PubCo will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their shares ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.
PubCo will be able to report its financial statements under International Financial Reporting Standards as issued by the International Accounting Standards Board.
As a foreign private issuer, PubCo will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by Nasdaq for U.S. domestic issuers.
Upon the consummation of the Business Combination, PubCo’s founding shareholder, ESC will own 84.3% of the voting power of issued share capital of PubCo, assuming no redemptions and 88.7% of the voting power of issued share capital of PubCo, assuming maximum redemptions. As a result, PubCo will be a “controlled company” under The Nasdaq Capital Market’s governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a “controlled company,” PubCo will be permitted to rely on certain exemptions from corporate governance rules, including:
an exemption from the rule that a majority of our board of directors must be independent directors;
an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and
an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, PubCo could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of PubCo’s members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. See the section entitled “Risk Factors — Risks Related to This Offering and the Ordinary Shares,” for more information.
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New CayCo
Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability and a direct wholly owned subsidiary of PubCo. New CayCo was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and no liabilities or continent liabilities, nor any outstanding commitments other than in connection with the Business Combination.
The mailing address of New CayCo’s principal executive office is c/o P.O. Box 10176, Governor’s Square, 23 Lime Tree Bay Ave., George Town, Grand Cayman, KY1-1002, Cayman Islands.
The Business Combination
Pursuant to the Amended & Restated Business Combination Agreement, prior to the Closing Date, but as part of a plan (for U.S. income tax purposes) that is memorialized in the Amended & Restated Business Combination Agreement, (i) Murano shall reimburse Seller for 16,413,927 shares of Murano Ordinary Shares in consideration for Ps.$16,413,927, (ii) Seller shall subscribe for 69,100,000 additional PubCo Ordinary Shares for a cash subscription price of $1,500,000 (the “Cash Subscription”), and (iii) PubCo shall subscribe for a number of shares in Murano, such that after giving effect to such subscription PubCo will hold 99.99% of the outstanding shares of Murano Ordinary Shares in consideration for cash in the amount of the Cash Subscription (the transactions contemplated by clauses (i) through (iii) constitute the “Subscriptions” all of which shall be completed prior to the Closing Date) and the remaining 0.001% of Murano will be held by Murano Management S.A. de C.V, in accordance with requirements of Mexican law. Prior to the Closing Date, the Murano Parties and the Group Companies shall effect an internal reorganization of certain of their assets and Subsidiaries to effect the structure set forth in the Murano Disclosure Letter. Following satisfaction or waiver of the Conditions Precedent, including but not limited to Antitrust Approval being issued by COFECE, and approval of the listing of PubCo Ordinary Shares with Nasdaq, (i) New CayCo will merge with and into HCM, the separate corporate existence of New CayCo will cease, and HCM will be the surviving company and a direct, wholly-owned subsidiary of PubCo and (ii) HCM will change its name to “Murano Global Hospitality Corp.” Upon the Effective Time, by virtue of the Merger and without any further action on the part of any party or any other Person, the HCM Ordinary Shares issued and outstanding as of immediately prior to the Effective Time shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to the Merger Shares.
The Amended & Restated Business Combination Agreement
On March 13, 2023, HCM, Murano, ESC, ESAGRUP, Dutch Murano, NewCayCo, and Dutch HoldCo entered into the Initial Business Combination Agreement. On August 2, 2023, HCM, Murano, ESC, ESAGRUP, Dutch Murano, PubCo, NewCayCo and Dutch HoldCo entered into the Amended & Restated Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Merger and the other transactions contemplated thereby, as summarized below, and which supersedes and replaces the Initial Business Combination Agreement described in the preceding sentence. Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the Amended & Restated Business Combination Agreement. Following the effectiveness of the transactions contemplated by the Merger, the parties will consummate the Business Combination and HCM and Murano will become subsidiaries of PubCo. Pursuant to the Amended & Restated Business Combination Agreement and the related agreements, at the Effective Time, subject to the receipt of the HCM Shareholder Approval and the Murano Shareholder Approvals:
New CayCo, a wholly-owned subsidiary of PubCo, was formed for the sole purpose of entering into the Amended and Restated Business Combination Agreement and effecting the Merger with HCM;
Prior to the Effective Time, the Subscriptions (as defined in the Amended & Restated Business Combination Agreement) will be undertaken in which: (i) Murano will reimburse the Seller for 16,413,927 shares of Murano Ordinary Shares in consideration of Ps.$16,413,927; (ii) ESC will consummate the Cash Subscription in consideration for the issuance by PubCo of 69,100,000 PubCo Ordinary Shares and (iii) PubCo will subscribe for a number of shares in Murano, such that after giving effect to such subscription PubCo will hold 99.99% of Murano Ordinary Shares in consideration for cash in the amount of the Cash Subscription and the remaining 0.001% of Murano will be held by Murano Management S.A. de C.V, in accordance with requirements of Mexican law;
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Following the satisfaction or waiver of the conditions precedent, at the Effective Time, New CayCo shall merge with and into HCM with HCM being the Surviving Company and wholly owned subsidiary of PubCo;
Upon consummation of the Merger (and without any action on the part of the New CayCo shareholder (i.e., PubCo), HCM or any other party), separate corporate existence of New CayCo shall cease and HCM, as the surviving company of the Merger, will continue its corporate existence under the Cayman Companies Act, as a wholly-owned subsidiary of PubCo; accordingly, (i) the sole share of New CayCo that was issued and outstanding immediately before the Effective Time shall be automatically cancelled and extinguished in exchange for the issuance of a single share in HCM, as the surviving company in the Merger, to PubCo and (ii) HCM, as the surviving company of the Merger, shall issue such additional new shares in HCM to PubCo as may be required with an aggregate value that is equivalent to the aggregate value of the Merger Shares in consideration for the issuance by PubCo of the Merger Shares to the persons who had previously held HCM Ordinary Shares;
At and after the Effective Time, the Merger shall (without limitation) have the following effects, namely that HCM as the surviving company shall possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Companies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each of the Constituent Companies, and all property, real, personal and mixed, and all debts due to each such Constituent Company, on whatever account, shall become vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Company as they are of the Constituent Companies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Company shall thereafter be assumed by the Surviving Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it;
Prior to the Closing, PubCo shall appoint the Exchange Agent to act as the agent for the purpose of distributing Merger Shares to the persons who had previously held HCM Ordinary Shares. At or before the Effective Time, PubCo shall issue to the Exchange Agent the requisite number of Merger Shares as are required to be subsequently transferred to the holders of HCM Ordinary Shares entitled to receive them;
Reasonably promptly after the Effective Time, PubCo shall send or shall cause the Exchange Agent to send, to each record holder of HCM Ordinary Shares as of immediately prior to the Effective Time, who is entitled to receive the Merger Shares, a Letter of Transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper issuance of each Merger Share to the Exchange Agent, and which Letter of Transmittal will otherwise be in customary form) for use in such exchange;
At the Effective Time, by virtue of the Merger and without any action on the part of any holder of HCM Ordinary Shares, each HCM Ordinary Share that is issued and outstanding immediately prior to the Effective Time, but excluding any HCM Ordinary Shares redeemed pursuant to the HCM Share Redemption or held as treasury shares, which treasury shares shall be canceled as part of the Merger and shall not constitute “HCM Ordinary Shares”, shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to receive consideration comprised of a corresponding number of Merger Shares that are held in the accounts of the Exchange Agent, solely for the benefit of the holders of HCM Ordinary Shares (resulting, for the avoidance of doubt, so far as legally possible, in each HCM Ordinary Share being exchanged for the issue of one new PubCo Ordinary Share);
No fractional PubCo Ordinary Shares will be issued in the Merger. In lieu of fractional PubCo Ordinary Shares to which a holder of HCM Ordinary Shares would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole PubCo Ordinary Share and PubCo shall make, or cause to be made, cash settlements with respect to fractional shares eliminated by rounding;
As a result of the Merger and without any action of any party or any other Person, each Warrant to purchase HCM Ordinary Shares (other than those held by the Sponsor) shall (a) automatically cease to represent a right to acquire HCM Ordinary Shares and shall automatically convert into a right to acquire PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares subject to each such HCM Warrant
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immediately prior to the Effective Time; (b) have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share; and (c) expire on the five year anniversary of the Closing Date. PubCo shall enter into a warrant assumption agreement as of immediately prior to the Effective Time regarding the foregoing;
The parties to the Amended & Restated Business Combination Agreement will hold the closing on the date of the Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Amended & Restated Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time);
Upon consummation of the Business Combination, Murano and HCM (as the Surviving Company) will each be direct subsidiaries of PubCo; and
HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HMCA”, “HCMAU” and “HCMAW”, respectively. PubCo intends to apply for listing, to be effective at the time of the Closing, of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. This proxy statement/prospectus provides shareholders of HCM with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of HCM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 53 of this proxy statement/prospectus.
For more information, see the section entitled “The Business Combination Agreement — Consideration to be Received in the Business Combination.”
Conditions to the Closing
General Conditions
Under the Amended & Restated Business Combination Agreement, the obligations of the parties to consummate the Business Combination are conditioned on the satisfaction or waiver (where permissible) of the following conditions at or prior to the Closing:
the HCM Shareholder Approvals shall have been obtained;
the Reorganization shall have been implemented in accordance with the Amended & Restated Business Combination Agreement;
COFECE has issued the Antitrust Approval;
there shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby;
the deadline for HCM to consummate its initial Business Combination in accordance with its Governing Documents and the Prospectus (as extended by any Extension) shall not have passed;
the size and composition of the PubCo Board shall be as contemplated pursuant to the Business Combination Agreement (assuming for purposes of testing this condition that each such director then satisfies applicable Nasdaq requirements and is willing to serve), to be effective as of immediately following the Effective Time;
the Listing Application shall have been approved by Nasdaq (subject to official notice of issuance) and, as of immediately following the Effective Time, PubCo shall be in compliance, in all material respects, with applicable initial and continuing listing requirements of Nasdaq, and PubCo shall not have received any notice of non-compliance therewith from Nasdaq that has not been cured or would not be cured at or immediately following the Effective Time, and the Registration Statement Securities shall have been approved for listing on Nasdaq;
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the Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and
if any HCM Holder gives to HCM, before the HCM Shareholder Approvals are obtained at the HCM Shareholders’ Meeting, a Written Objection in accordance with Section 238(2) and 238(3) of the Cayman Companies Act, at least twenty (20) days shall have elapsed since the date on which the applicable Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Companies Act, as referred to in Section 239(1) of the Cayman Companies Act).
Conditions to the Obligations of HCM
The obligations of HCM to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:
(a)
the representations and warranties of the Murano Parties contained in the Amended & Restated Business Combination Agreement shall be true and correct in all respects as of the date of the Initial Business Combination Agreement and as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date;
(b)
each of the covenants of the Murano Parties to be performed as of or prior to the Closing shall have been performed;
(c)
each of the consents set forth in the Murano Disclosure Letter shall have been obtained and delivered to HCM;
(d)
the Murano Shareholder Approval shall have been obtained and delivered to HCM;
(e)
the New Cayco Shareholder Approval shall have been obtained and delivered to HCM;
(f)
regarding the Owned Real Properties, the Murano Properties shall have obtained and delivered the Certificates of Liens/No Liens to HCM;
(g)
the Murano Properties shall have delivered originals of the executed Transfer and Assignment Documents and the Termination Documents to HCM;
(h)
the Subscriptions shall have occurred;
(i)
the Reorganization and PubCo Reorganization shall have occurred; and
(j)
since the date of the Amended & Restated Business Combination Agreement, no Murano Material Adverse Effect shall have occurred and be continuing.
Conditions to the Obligations of the Murano Parties
The obligations of the Murano Parties to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:
the representations and warranties of HCM contained in the Amended & Restated Business Combination Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date;
each of the other representations and warranties of HCM contained in the Amended & Restated Business Combination Agreement (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in
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the case of this clause, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on HCM’s ability to consummate the transactions contemplated by the Amended & Restated Business Combination Agreement; and
each of the covenants of HCM to be performed as of or prior to the Closing shall have been performed in all material respects.
Regulatory Requirements in Connection with the Business Combination
The Business Combination is conditioned on, among other things, (i) COFECE issuing Antitrust Approval, which approval has been received, (ii) the SEC declaring effective the registration statement, of which this proxy statement/prospectus forms a part, and (iii) receipt of approval for listing on the Nasdaq of PubCo Ordinary Shares. No other material federal or state regulatory requirements must be complied with or material approvals obtained in connection with the Business Combination.
Termination of the Business Combination Agreement
The Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the Effective Time, as follows:
by mutual written consent of HCM and Murano;
by Murano or HCM if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger; provided, however, that a party shall not be entitled to terminate the Business Combination Agreement if such party’s breach of the Business Combination Agreement is the primary cause of a Governmental Authority enacting, issuing, promulgating, enforcing or entering into a Governmental Order that has the effect of making the consummation of the Merger illegal or otherwise preventing or prohibiting the consummation of the Merger;
by Murano or HCM if the HCM Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the HCM Shareholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;
by Murano if there has been a Modification in Recommendation;
by written notice to Murano from HCM if (i) there is any breach of any representation, warranty, covenant or agreement on the part of the Murano Parties set forth in the Business Combination Agreement, such that the conditions specified in the Business Combination Agreement would not be satisfied at the Closing, except that, if such Terminating Murano Breach is curable by the Murano Parties through the exercise of their reasonable best efforts, then, for a period of up to the earlier of (A) 30 days after receipt by Murano of notice from HCM of such breach, but only as long as the Murano Parties continue to use their reasonable best efforts to cure such Terminating Murano Breach and (B) the Agreement End Date, such termination shall not be effective, and such termination shall become effective only if the Terminating Murano Breach is not cured within the Murano Cure Period or (ii) the Closing has not occurred on or before the Agreement End Date, unless HCM is in material breach hereof;
by HCM if the Murano Shareholder Approvals shall not have been obtained within two Business Days after the date hereof;
by HCM if the Process Agent Powers of Attorney were not delivered by Murano and the Seller to HCM within 15 days after the Original Agreement Date;
by written notice to HCM from Murano if (i) there is any breach of any representation, warranty, covenant or agreement on the part of HCM set forth in the Business Combination Agreement such that the conditions specified in the Business Combination Agreement would not be satisfied at the Closing, except that, if any such Terminating HCM Breach is curable by HCM through the exercise of its reasonable best efforts, then, for a period of up to the earlier of (A) 30 days after receipt by HCM of notice from Murano of such breach, but only as long as HCM continues to exercise such reasonable best efforts to cure such Terminating HCM
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Breach and (B) the Agreement End Date, such termination shall not be effective, and such termination shall become effective only if the Terminating HCM Breach is not cured within the HCM Cure Period or (ii) the Closing has not occurred on or before the Agreement End Date, unless Murano is in material breach hereof;
by Murano or HCM if the Closing Date has not occurred by December 31, 2023; provided, that if on the Original End Date the conditions to the Closing shall not have been satisfied but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the Original End Date) or waived by all parties entitled to the benefit of such conditions, then such Original End Date shall automatically be extended, without any action on the part of any party hereto, to January 25, 2024; provided, however, that a party shall not be entitled to terminate the Business Combination Agreement if such party’s breach of this Agreement has prevented the consummation of the Closing Date at or prior to such time; and
by HCM at any point in time after the date of the Business Combination Agreement if HCM, in its reasonable discretion, concludes that progress in the construction of the Grand Island I Properties or (ii) progress in the construction of the Grand Island II Property or the efforts to obtain financing that HCM concludes is sufficient to fund the completion of the Grand Island II Property, has not or will not allow for completion of either the Grand Island I Properties or the Grand Island II Property on the timeline communicated to HCM prior to the date of the Initial Business Combination Agreement.
In the event that the Amended & Restated Business Combination Agreement is terminated, all Transaction Expenses incurred in connection with the Business Combination Agreement, the Ancillary Agreements, and the Transactions shall be paid by the party incurring such Transaction Expenses.
If the Transactions are consummated on the Closing Date, concurrently with the Effective Time, PubCo shall pay or cause to be paid by wire transfer of immediately available funds, (i) all accrued and unpaid HCM Transaction Expenses as set forth on the written statement to be delivered to Murano pursuant to the Business Combination Agreement and (ii) all accrued and unpaid Transaction Expenses as set forth on a written statement to be delivered to HCM pursuant to the Business Combination Agreement; provided, that any accrued and unpaid Transaction Expenses due to current or former employees, independent contractors, officers, or directors of any Group Company shall be paid to Murano for further payment to such employee, independent contractor, officer or director through Murano’s payroll.
Other Agreements Related to the Amended & Restated Business Combination Agreement
Sponsor Support Agreement
HCM, the Company, and the Sponsor, concurrently with the execution and delivery of the Initial Business Combination Agreement, have entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Extraordinary Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its HCM Class B Ordinary Shares in favor of (A) the approval and adoption of the Amended & Restated Business Combination Agreement and approval of the Merger and all other transactions contemplated by the Business Combination Agreement, (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 HCM under the Amended & Restated Business Combination Agreement 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 HCM for consummation of the Merger and the other transactions contemplated by the Amended & Restated Business Combination Agreement. In connection with the Business Combination, the Sponsor has agreed to forfeit 1,250,000 HCM Class A Ordinary Shares and all of the Private Placement Warrants upon the Closing.
For more information about the Sponsor Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.
Assignment, Assumption and Amendment to HCM Warrant Agreement
In connection with the Merger, PubCo will assume the obligations of HCM under the HCM Warrant Agreement by executing the Assignment, Assumption and Amendment Agreement.
For more information about the HCM Warrant Amendment and Assignment, see the section entitled “Certain Agreements Related to the Business Combination — Assignment, Assumption and Amendment to HCM Warrant Agreement.”
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Registration Rights Agreement and Lock-Up Agreement
In connection with the execution of the Business Combination Agreement, PubCo entered into a Lock-Up Agreement with certain Key Holders (as defined in the Amended & Restated Business Combination Agreement), pursuant to which each Key Holder has agreed not to transfer any PubCo Ordinary Shares (“PubCo Lock-Up Shares”) held by such Key Holder until the earliest of (a) one year after the Closing, (b) the date on which the last sale price of PubCo Lock-Up Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (c) the date on which PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all Public Shareholders of PubCo having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-Up Period”). In connection with the execution of the Amended & Restated Business Combination Agreement, PubCo, the Sponsor, and certain equityholders of Murano entered into a Registration Rights Agreement containing customary registration rights for the Sponsor and such equityholders who are parties thereto.
For more information about the Registration Rights Agreement and Lock-Up Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights Agreement and Lock-Up Agreement.”
Interests of Certain Persons in the Business Combination
In considering the recommendation of HCM’s board of directors to vote in favor of the Business Combination, HCM’s shareholders should be aware that, aside from their interests as shareholders, the Sponsor and HCM’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders and warrant holders generally. HCM’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include the following:
The Sponsor beneficially owns 9,987,500 Founder Shares, all of which are beneficially owned by our Chairman and Chief Executive Officer, and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. The Sponsor paid an aggregate of $25,000 (or $0.003 per share) for its Founder Shares. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to forfeit 1,250,000 Founder Shares in connection with the Closing of the Business Combination and following such forfeiture expects to beneficially own 8,737,500 PubCo Ordinary Shares, which shares would have an aggregate market value of approximately $   based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For the Sponsor, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $97.2 million (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/ prospectus, and after giving effect to the forfeiture of 1,250,000 Founder Shares).
Messrs. Steven Bischoff, David Goldfarb, and Jacob Loveless, the independent directors of HCM, each beneficially own 25,000 Founder Shares and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. Such Founder Shares have an aggregate market value of approximately $   for each independent director based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For Messrs. Bischoff, Goldfarb and Loveless, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $834,000 (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus).
HCM’s directors will not receive reimbursement for the out-of-pocket expenses ($0.00 as of the date hereof) incurred by them on HCM’s behalf incident to identifying, investigating and consummating a business combination, unless a business combination is consummated.
The Sponsor and its affiliates can earn a positive rate of return on their investments, even if the Public Shareholders experience a negative rate of return on their investments in HCM and PubCo, as the Sponsor has purchased 9,987,000 Founder Shares for an aggregate of $25,000 (or $0.003 per share), 1,250,000 of which the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination.
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Since its inception, the Sponsor has made loans from time to time to HCM to fund certain working capital deficiencies, capital requirements or finance transaction costs in connection with a Business Combination. On April 21, 2023, HCM issued the Working Capital Note to its Sponsor. The Sponsor paid for monthly extensions into the Trust Account in the amount of $142,779 on each of April 21, 2023, May 23, 2023, June 21, 2023, July 24, 2023, August 23, 2023, September 21, 2023, October 23, 2023, and November 21, 2023. Each such payment is considered a working capital loan from the Sponsor pursuant to the Working Capital Note. In addition, as of October 18, 2023, the Sponsor had loaned HCM an aggregate amount of $550,000 for working capital purposes, which has not been deposited into the Trust Account. The Working Capital Note does not bear interest and shall be payable in full upon the consummation of an initial business combination. As of November 30, 2023, there was $1,692,233 in borrowings outstanding under the Working Capital Note.
Mr. Shawn Matthews is expected to continue as a director of PubCo if the Business Combination is completed.
Because HCM has certain provisions in its organizational documents that waive the corporate opportunities doctrine on an ongoing basis, HCM’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to HCM. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in HCM’s organizational documents did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.
HCM would be unable to indemnify its current directors and officers or continue to provide directors’ and officers’ liability insurance if the Business Combination is not completed.
The Sponsor has agreed to forfeit 1,250,000 HCM Class A Ordinary Shares and all of its 10,500,000 Private Placement Warrants upon the Closing of the Business Combination. Cantor Fitzgerald is not expected to forfeit any of its 2,500,000 Private Placement Warrants. For Cantor Fitzgerald, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $27.8 million (based upon the closing price of $11.12 per HCM Class A Ordinary Share on November 27, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus).
Because the Sponsor and the HCM directors will benefit from the completion of a business combination, they may be incentivized to recommend and complete a business combination of a less favorable target company or on terms less favorable to HCM Holders, rather than liquidate HCM.
None of the Sponsor nor any of HCM’s directors, officers, or their affiliates will receive any additional securities pursuant to any anti-dilution adjustment provisions based on any potential additional investments.
These interests may influence HCM’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “The Business Combination — Interests of Certain Persons in the Business Combination.
Reasons for the Approval of the Business Combination
After careful consideration, HCM’s board of directors recommends that HCM’s shareholders vote “FOR” each proposal being submitted to a vote of the HCM Holders at the Extraordinary Meeting. For a description of HCM’s reasons for the approval of the Business Combination and the recommendation of HCM’s board of directors, see the section entitled “The Business Combination — HCM’s Board of Directors’ Recommendation of and Reasons for the Approval of the Business Combination.”
Redemption Rights
Pursuant to the HCM Charter any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest earned (such interest shall be net of taxes payable), calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of HCM’s IPO as of two Business Days prior to the consummation of the Business Combination, less income taxes payable, upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $45,022,770 on October 31, 2023, and 14,066,906 HCM Class A Ordinary Shares outstanding, of
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which 4,079,406 are Public Shares, and 75,000 HCM Class B Ordinary Shares outstanding, the estimated per share redemption price would have been approximately $11.04.
If you exercise your redemption rights, your HCM Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption. See the section entitled “The Extraordinary Meeting of HCM Holders — Redemption Rights.
Impact of the Business Combination on PubCo’s Public Float
It is anticipated that, upon completion of the Business Combination, (i) the HCM Initial Shareholders will own a maximum of approximately 10.7% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 11.3% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, which (8,812,570 PubCo Ordinary Shares for 10.7% assuming no redemptions or 11.3% assuming maximum redemptions) will be subject to certain lock-up arrangements pursuant to the Registration Rights Agreement and Lock-Up Agreement, (ii) the Murano Shareholders will own approximately 84.3% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions and 88.7% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, all of which will be subject to certain lock-up arrangements pursuant to the Registration Rights Agreement and Lock-Up Agreement, and (iii) the Public Shareholders will own approximately 5% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 0% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions. These relative percentages assume that (i) none of the holders of the Public Shares exercise their redemption rights in connection with the approval of the Business Combination and (ii) no additional equity securities of HCM are issued at or prior to Closing. If the actual facts are different than these assumptions, the percentage ownership retained by the HCM Holders will be different. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.
The following table presents the share ownership of various holders of PubCo Ordinary Shares upon the closing of the Business Combination and are based on the assumptions that (i) the Closing Date shall be    , 2023, (ii) no additional equity securities of HCM are issued at or prior to Closing and (iii) the following redemption scenarios:
No Redemptions. This scenario assumes that none of HCM’s existing Public Shareholders will exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares.
50% Redemptions. This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 2,039,703 Public Shares (50% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $    per share.
75% Redemptions. This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 3,059,555 Public Shares (75% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $   per share.
90% Redemptions. This scenario assumes that HCM’s existing Public Shareholders will exercise their redemption rights with respect to 3,671,465 Public Shares (90% of the currently issued and outstanding unredeemed Public Shares) in connection with the approval of the Business Combination, at a price of $   per share.
Maximum Redemptions. This scenario assumes that 100% of HCM’s existing Public Shareholders will exercise their redemption rights with respect to their Public Shares in connection with the approval of the Business Combination, at a price of $  per share.
 
No Redemptions
50% Redemptions
75% Redemptions
90% Redemptions
Maximum
Redemptions
Shareholders of
PubCo Post
Business
Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Elias Sacal Cababie
69,100,000
84.3%
69,100,000
86.4%
69,100,000
87.5%
69,100,000
88.2%
69,100,000
88.7%
HCM Investor Holdings, LLC and other holders of Founder Shares(1)
8,812,500
10.7%
8,812,500
11.0%
8,812,500
11.2%
8,812,500
11.3%
8,812,500
11.3%
Public Shareholders
4,079,406
5.0%
2,039,703
2.6%
1,019,851
1.3%
407,941
0.5%
0%
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No Redemptions
50% Redemptions
75% Redemptions
90% Redemptions
Maximum
Redemptions
Shareholders of
PubCo Post
Business
Combination
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Number of
PubCo
Ordinary
Shares
% of
Total
Total
81,991,906
100%
79,952,203
100%
78,932,351
100%
78,320,441
100%
77,912,500
100%
(1)
Excludes 1,250,000 PubCo Ordinary Shares that the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination pursuant to the Sponsor Support Agreement.
(2)
Percentages above exclude the dilutive impact of the prospective exercise of 2,500,000 Private Warrants held by Cantor Fitzgerald and 14,375,000 Public Warrants. On a fully-diluted basis, Mr. Cababie would have beneficial ownership of 69.9%, 71.4%, 72.1%, 72.6%, and 72.9% of the total outstanding shares, and HCM Investor Holdings, LLC and the other holders of Founders Shares would have beneficial ownership of 8.9%, 9.1%, 9.2%, 9.3%, and 9.3% of the total outstanding shares, in each case, assuming no redemptions, 50% redemptions, 75% redemptions, 90% redemptions and maximum redemptions. Cantor Fitzgerald is not an affiliate of any of the HCM Initial Shareholders.
For more information, see the section entitled “Unaudited Pro Forma Combined Financial Information.
Organizational Structure
Prior to the Business Combination
The following diagram shows the current ownership structure of HCM (excluding the impact of the shares underlying the HCM Warrants).


(1)
For more information about the ownership interests of HCM’s Initial Shareholders, including the Sponsor, prior to the Business Combination, please see the section entitled “Security Ownership Of Certain Beneficial Owners and Management.
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The following diagram shows the current structure of Murano and PubCo:

(1)
For more information about the ownership interests of Murano, prior to the Business Combination, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.
As of the date of this prospectus/proxy statement, the entities forming the Murano Group are not consolidated within one entity, rather they were combined under the common control approach. As part of the Business Combination Agreement, Murano will perform the Reorganization where Murano PV will emerge as the holding company that consolidates all entities included in the Murano Group, as defined in section “Frequently used terms”. As a result of the Reorganization, Murano PV will control and consolidate the Murano Group entities.
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The following diagram shows the pro forma ownership percentages (excluding the impact of the shares underlying the PubCo Warrants) and structure of PubCo immediately following the consummation of the Business Combination. The relative percentages assume that (i) none of HCM’s existing Public Shareholders exercise their redemption rights in connection with the approval of the Business Combination with respect to their Public Shares, (ii) no additional equity securities of HCM are issued prior to the Closing and (iii) a Closing Date of   .

PubCo Board Following the Business Combination
At the Effective Time, the PubCo Board is expected to be comprised of seven members, including Shawn Matthews, Elias Sacal Cababie, Marcos Sacal Cohen, David Galan, Keith Edelman, Joanne Sonin, and    .
Certain Material Tax Consequences
For a detailed discussion of certain U.S. federal income tax consequences and Jersey, Cayman Islands, and United Kingdom tax consequences and of the Business Combination, see the sections entitled “Material U.S. Federal Income Tax Considerations”, “Certain Material Jersey Tax Considerations”, “Certain Material Cayman Islands Tax Considerations”, and “Certain Material United Kingdom Tax Considerations”, respectively, in this proxy statement/prospectus.
Accounting Treatment
The Business Combination will be accounted for as a capital reorganization in accordance with IFRS as issued by the IASB. Murano will apply IFRS 2 Share-based payment, under this method of accounting, there is no acquisition accounting and no recognition of goodwill or intangible assets, as HCM does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations given it consisted predominantly of cash in the Trust Account. Under this method of accounting, HCM will be treated as the “acquired” company for financial reporting purposes, and Murano Group will be the accounting “acquirer”. This determination was primarily based on (i) the assumption that Murano’s shareholders will hold a majority of the voting power of PubCo, (ii) the Murano’s operations will substantially comprise the ongoing operations of the combined company, (iii) the Murano’s designees are expected to comprise a portion of the governing body of PubCo, and (iv) the Murano’s senior management will comprise the senior management of PubCo.
In accordance with IFRS 2, the difference in the fair value of the shares issued by the Company over the identifiable net assets of HCM at historical cost will be accounted for as share-based payment expense.
Other Shareholder Proposals
In addition to the Business Combination Proposal, HCM Holders will be asked to vote on the Meeting Adjournment Proposal. For more information about the Meeting Adjournment Proposal, see the section entitled “Proposal No. 4 — The Meeting Adjournment Proposal.”
Appraisal or Dissenters’ Rights
The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their
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shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and our board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.
Date, Time and Place of the Extraordinary Meeting
The Extraordinary Meeting will be held at    a.m. Eastern time, on   , 2023, at 100 First Stamford Place, Suite 330, Stamford, CT 06902. For your convenience, we will also webcast the Extraordinary Meeting live via the Internet at   . The Company’s shareholders may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary Meeting in person or by visiting   and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials.
Record Date and Voting
You will be entitled to vote or direct votes to be cast at the Extraordinary Meeting if you owned HCM Ordinary Shares at the close of business on   , 2023, which is the record date for the Extraordinary Meeting. You are entitled to one vote for each HCM Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 14,066,906 HCM Ordinary Shares, of which 4,079,406 are Public Shares, outstanding and 14,375,000 outstanding HCM Public Warrants.
Sponsor, officers and directors have agreed to vote all of their Ordinary Shares and any Public Shares acquired by them in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. HCM’s issued and outstanding warrants do not have voting rights at the Extraordinary Meeting.
Proxy Solicitation
Proxies may be solicited by mail. HCM has engaged Morrow Sodali Global LLC to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Extraordinary Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary Meeting of HCM Holders — Revocability of Proxies.”
Quorum and Required Vote for Proposals for the Extraordinary Meeting
A quorum of HCM’s shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary Meeting if the holders of a majority of the HCM Ordinary Shares are present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative.
The approval of Proposal 1 (The Business Combination Proposal) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of all outstanding HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or to vote in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting, will have no effect on the outcome of any vote on the Business Combination Proposal.
The approval of Proposal 2 (The Merger Proposal) and Proposal 3 (The Charter Proposal) each require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or to vote in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting, will have no effect on the outcome of any vote on the Merger Proposal or Charter Proposal.
The approval of Proposal 4 (The Meeting Adjournment Proposal) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of all outstanding HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or to vote in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting, will have no effect on the outcome of any vote on the Meeting Adjournment Proposal.
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Recommendation to HCM Holders
HCM’s board of directors believes that each of the Business Combination Proposal the Merger Proposal, the Charter Proposal and if required the Meeting Adjournment Proposal, is in the best interests of HCM and its shareholders and recommends that its shareholders vote “FOR” each of the proposals to be presented at the Extraordinary Meeting.
Summary Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to HCM and Murano are summarized below:
HCM
HCM has no operating or financial history and its results of operations and those of PubCo may differ significantly from the unaudited pro forma financial data included in this proxy statement.
HCM may not be able to complete its initial business combination or amend its charter, unless it elects to extend the date to consummate a business combination on a monthly basis, which it may do for up to one time by an additional month after December 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to January 25, 2024, unless the closing of a business combination shall have occurred, in which case HCM would cease all operations except for the purpose of winding up and HCM would redeem its Public Shares and liquidate. If this occurs, the Public Shareholders may only receive $   per HCM Ordinary Share, or less than such amount in certain circumstances, and the HCM Warrants will expire worthless.
If an HCM Holder wishing to redeem its HCM Ordinary Shares in connection with the Business Combination fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
The Sponsor and HCM’s directors, officers, advisors or their affiliates may elect to purchase shares from HCM Holders, which may influence a vote on the Business Combination and reduce the public “float” of HCM Ordinary Shares.
HCM Holders cannot be sure of the market value of the PubCo Ordinary Shares to be issued upon completion of the Business Combination.
The PubCo Ordinary Shares to be received by HCM’s Holders as a result of the Business Combination will have different rights from HCM Ordinary Shares.
Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the other HCM Holders vote. As a result, HCM would not need any additional votes in favor of such proposals in order to approve the Business Combination.
The Sponsor and HCM’s executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.
The exercise of discretion by HCM’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of HCM Holders.
Subsequent to the completion of the Business Combination, PubCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on PubCo’s financial condition, results of operations and shares price, which could cause you to lose some or all of your investment.
If the Business Combination is not completed for any reason, the ongoing business of HCM may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, HCM would be subject to a number of risks.
HCM Holders’ ownership and voting interest in PubCo will be significantly reduced from their interest in HCM, and the HCM Holders will exercise little influence over management.
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Murano
Murano has limited operating history and, therefore, is dependent on our affiliates for operational, financial, technical, and other business needs.
Murano will be dependent on the operation and business of its properties for substantially all of its revenue and failure of our hotel operators to fulfill their obligations under the management agreements may have an adverse effect on our business, financial condition, and results of operations.
Murano is not in control the operation of the properties, and our cash flows depend on the proper performance of our hotel operators, and any failure to operate properties efficiently could have a material adverse effect on our business, financial condition, and results of operations.
If hotel operators consolidate through merger and/or acquisition transactions, Murano may experience undefined and unknown costs related to integrating processes and systems, which may adversely affect our hotel properties and have a material adverse effect on our financial condition.
Delays in receiving refunds of VAT paid in connection with our acquisition and construction of hotels could have a material adverse effect on our cash flow and results of operations.
Adverse legislative or regulatory tax changes could affect operations and, pursuant to current Mexican tax provisions, hotel operators may be subject to audits by tax authorities.
If employees performing services at our hotels bring legal proceedings against our lessees and/or against us for failure to comply for labor standards or if the cost of unionized labor increases or causes disruptions, it could have a material adverse effect on our business and financial condition.
The COVID-19 pandemic has negatively affected and may continue to negatively affect the timely development of hotel projects and, as a result, our business, financial condition, and results of operations.
Delays or unexpected casualties related to the construction of the projects on our properties could result in substantial increases in cost and could disrupt our business and adversely affect our results.
Significant risks associated with major construction projects may prevent the completion of the Hotel Projects and the Baja Park Development Project on time and within our estimated budget.
We may be prevented from being fully compensated for defects, delays, and other adverse outcomes attributable to our contractors by virtue of our construction agreements, which contain limitations on liability and damages.
Increases in the costs of raw materials or decreases in their availability and our dependence on particular suppliers of raw materials could materially and adversely affect our operating results.
Our development costs are estimates only and actual costs may be higher than expected, which could reduce revenues or impair our ability to compete effectively.
We have potential conflicts of interest associates with certain lease agreements and certain transactions with third parties may not be deemed to be at arms’-length.
Our portfolio contains a high concentration of the Hyatt and Accor family of brands, and any deterioration in the quality or reputation of the Hyatt or Accor brands could have an adverse effect on our reputation, business, financial condition, or results of operations.
We could face liability and litigation costs or expenses if we become involved in disputes with our current and future third-party hotel managers.
We are dependent on the performance of our managers and could be materially and adversely affected if our managers do not properly manage our hotels or otherwise act in our best interests or if we are unable to maintain a good relationship with our third-party hotel managers.
A cyber threat, data breach, or a disruption of our hotel managers’ or our own information technology systems could materially adversely affect our business.
Murano properties are geographically concentrated in Mexico City, Cancun and Bajamar, Baja California and we could be disproportionately harmed by adverse changes to these markets, natural disasters, climate change and related regulations, or terrorist attacks.
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Murano’s properties are primarily beachfront and thus are particularly vulnerable to extreme weather events as a result of climate change, which could result in a decrease in tourism, physical damage, or decrease in the value of our properties, and adversely affect our business.
Our business is susceptible to fluctuations and reductions in discretionary consumer and corporate spending due to global economic conditions, the need for business-related travel, and the seasonal nature of the industry, which may cause a material adverse effect on us.
Illiquidity of real estate investments could significantly impede our ability to sell our hotels or otherwise respond to adverse changes in our hotel portfolio performance, which could have a material adverse effect on us.
Because all of our assets and operations are located in Mexico, we are subject to political, economic, legal, and regulatory risks specific to Mexico and the Mexican real estate industry and lodging sector and are vulnerable to an economic downturn, other changes in market conditions, acts of violence, or natural disasters in Mexico or in the regions where our properties are located.
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SELECTED HISTORICAL FINANCIAL DATA OF HCM
The following tables summarize certain financial data for HCM’s business and should be read in conjunction with the section entitled “HCM Management’s Discussion and Analysis of Financial Condition and Results of Operations” and HCM’s unaudited financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.
HCM’s balance sheet data as of September 30, 2023, and the statement of operations data for the nine months ended September 30, 2023 and 2022, are derived from HCM’s unaudited financial statements included elsewhere in this proxy statement/prospectus.
HCM’s balance sheet data as of December 31, 2022 and 2021, and statement of operations data for year ended December 31, 2022 and the period from February 5, 2021 (inception), through December 31, 2022, are derived from HCM’s audited financial statements included elsewhere in this proxy statement/prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with HCM’s financial statements and related notes and the section entitled “HCM Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. HCM's financial statements are prepared and presented in accordance with U.S. GAAP.
 
Three Months
Ended September 30,
Nine Months
Ended September 30,
For the
Year Ended
December 31,
2022
For the period
from February 5,
2021 (inception)
through
December 31,
2021
 
2023
2022
2023
2022
Operating and formation costs
$1,517,629
$377,546
$3,858,238
$946,108
$1,916,100
$15,786
Loss from operations
(1,517,629)
(377,546)
(3,858,238)
(946,108)
(1,916,100)
(15,786)
 
 
 
 
 
 
 
Other income
 
 
 
 
 
 
Interest income - bank
40
3,067
 
 
Reduction of deferred underwriting fee
297,062
Interest earned on marketable securities held in Trust Account
572,450
599,266
4,736,501
1,146,917
4,308,298
Unrealized gain on marketable securities held in Trust Account
824,061
794,781
61,045
Change in fair value of warrant liabilities
821,250
11,497,500
12,866,250
Transaction cost incurred in connection with Initial Public Offering
(536,190)
(536,190)
Other income, net
572,490
2,244,577
5,036,630
12,903,008
16,699,403
Net Income (loss)
$(945,139)
$1,867,031
$1,178,392
$11,956,900
$14,783,303
$(15,786)
Basic and diluted weighted average shares outstanding, Class A ordinary shares
14,066,906
28,750,000
20,090,739
26,117,216
26,780,822
Basic and diluted net income per share, Class A ordinary shares
$(0.07)
$0.05
$0.05
$0.33
$0.40
Basic and diluted weighted average shares outstanding, Class B ordinary shares
75,000
10,062,500
4,172,436
9,942,308
9,972,603
8,590,090
Basic and diluted net income per share, Class B ordinary shares
$(0.07)
$0.05
$0.05
$0.33
$0.40
$0.00
 
As of September 30,
2023
December 31,
2022
December 31,
2021
Balance Sheet Data:
 
 
 
Cash and marketable securities held in Trust Account
$44,680,719
297,619,343
Total assets
$44,847,360
298,599,516
$342,022
Total liabilities
$8,729,480
16,956,165
$332,808
Total shareholders’(deficit) equity
$(8,562,839)
(15,975,992)
$9,214
44

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SELECTED HISTORICAL FINANCIAL AND OTHER DATA OF MURANO GROUP
The following table contains selected historical financial and other data of Murano Group as of June 30, 2023, December 31, 2022, 2021 and January 1, 2021 and for the six months ended June 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021 and such data have been derived from the Murano Group’s Combined Financial Statements included elsewhere in this proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the section set forth under the section entitled “Murano Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Murano’s Combined Financial Statements included elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of the results to be expected for any other period in the future.
Murano Group’s condensed combined interim financial statements as of June 30, 2023 and for the six-month periods ended June 30, 2023 and 2022 have been prepared in accordance with IAS 34 and Murano Group’s combined financial statements as of December 31, 2022, 2021 and January 1, 2021 and for the years ended December 31, 2022 and 2021 have been prepared in accordance with IFRS.
Murano Group’s Combined Financial Statements have been prepared in accordance with IFRS.
Combined Statements of Financial Position Data:
 
As of June 30,
As of December 31,
As of January 1,
 
2023
2022
2021
2021
 
 
(In Mexican Pesos)
Assets
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents and restricted cash
$325,002,736
$240,754,805
$183,434,795
$409,313,296
Trade receivables
6,928,278
VAT receivable
182,724,218
228,769,530
171,722,555
129,614,601
Other receivables
30,387,475
25,406,466
12,844,903
11,663,987
Due from related parties
66,261,192
2,101,506
Prepayments
11,870,889
22,900,399
24,965,639
9,076,203
Inventories
638,433
1,912,518
Total current assets
623,813,221
519,743,718
395,069,398
559,668,087
Property, construction in process and equipment
17,660,920,329
16,882,483,829
9,436,635,352
8,320,635,736
Investment property
1,187,089,926
1,187,089,926
889,000,000
828,092,875
Prepayments
20,200,000
20,200,000
Right of use assets
410,908
591,039
1,131,680
1,430,449
Financial derivative instruments
168,888,524
192,791,990
Other assets
1
73,363
1
Guarantee deposits
12,839,795
Total non-current assets
19,030,149,482
18,283,156,785
10,347,040,395
9,150,159,061
Total assets
$19,653,962,703
$18,802,900,503
$10,742,109,793
$9,709,827,148
 
 
 
 
 
Liabilities and Net Assets
 
 
 
 
Current liabilities:
 
 
 
 
Current installments of long-term debt
$3,606,018,842
$3,795,787,027
$187,515,736
$1,085,728,863
Trade accounts payable and accumulated expenses
149,994,097
124,585,497
113,179,320
177,314,731
Due to related parties
95,778,980
68,343,487
74,765,171
296,097,494
Lease liabilities
175,015
387,617
576,045
269,565
Income tax payable
26,698,381
18,744,910
1,467,574
344,871
Employees’ statutory profit sharing
1,330,845
2,140,642
752,069
733,296
Contributions for future net assets
3,500,000
59,439,020
35,317,440
29,511,161
Total current liabilities
3,883,496,160
4,069,428,200
413,573,355
1,589,999,981
45

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As of June 30,
As of December 31,
As of January 1,
 
2023
2022
2021
2021
 
 
(In Mexican Pesos)
Non-current liabilities:
 
 
 
 
Long-term debt, excluding current installments
2,447,566,381
1,767,387,977
3,607,794,170
1,564,999,363
Due to related parties, excluding current portion
150,843,473
206,145,860
135,565,938
94,909,776
Lease liabilities, excluding current portion
236,572
584,838
1,160,884
Employee benefits
7,865,691
6,654,318
3,415,458
3,332,454
Financial derivative instruments
7,947,880
83,794,608
Deferred tax liabilities
4,317,084,818
4,295,874,995
2,326,848,915
2,171,778,310
Other liabilities
34,016,156
Total non-current liabilities
6,957,376,519
6,276,299,722
6,082,157,199
3,919,975,395
Total liabilities
10,840,872,679
10,345,727,922
6,495,730,554
5,509,975,376
Net assets
 
 
 
 
Net parent investment
902,611,512
902,611,512
1,200,956,836
1,239,627,326
Accumulated Deficit
(825,082,716)
(1,181,000,159)
(1,485,599,420)
(1,402,845,011)
Other comprehensive income
8,735,561,228
8,735,561,228
4,531,021,823
4,363,069,457
Total Net Assets
8,813,090,024
8,457,172,581
4,246,379,239
4,199,851,772
Total Liabilities and Net Assets
$19,653,962,703
$18,802,900,503
$10,742,109,793
$9,709,827,148
Combined Statements of Profit or Loss and Other Comprehensive Income Data:
 
For the Six Months Ended June 30,
For the Years Ended December 31,
 
2023
2022
2022
2021
 
(in Mexican Pesos)
(in Mexican Pesos)
Revenue
$107,345,787
$1,015,503
$6,431,022
$1,529,063
Direct and selling, general and administrative expenses
 
 
 
 
Employee Benefits
76,418,979
8,646,306
53,944,188
18,978,039
Development contributions to local area
17,241,379
25,862,069
Depreciation
14,475,472
656,014
Property tax
9,780,872
9,844,084
15,605,504
6,578,460
Fees
37,236,737
20,005,030
67,534,391
42,344,526
Management fees
2,694,553
Maintenance and conservation
4,526,294
5,511,846
10,218,739
Energetics
6,461,275
824,772
Advertising
8,236,255
801,549
9,806,261
2,657,102
Donations
5,951,130
1,000,000
 
 
Insurance
4,121,519
1,235,415
3,891,189
2,599,879
Software
4,506,780
Cleaning and laundry
4,127,309
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