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. We refer to the transactions contemplated by the Amended & Restated Business Combination Agreement as the “Business Combination” and the 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 46.

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 $43,502,880 on June 30, 2023, and 4,079,406 Public Shares outstanding, the estimated per share redemption price would have been approximately $10.66. 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.

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

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:

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

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 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:

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.

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:

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.

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.”

“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.

“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 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.

“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 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.

“ESC” means Elías Sacal Cababie, an individual.

“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 August 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.

“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 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.

“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 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 MXN$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).

“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” or “Trust Investors” 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.

“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 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.

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.

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:

You may also contact HCM at:

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 March 31, 2023, and the statement of operations data for the three months ended March 31, 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.

The following table contains selected historical financial and other data of Murano Group as of December 31, 2022, 2021 and January 1, 2021 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 Combined Financial Statements have been prepared in accordance with IFRS.

We regularly review the following key metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions.

You should read the combined financial data below in conjunction with the selected title “Murano Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the “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.

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable Average Daily Rate (“ADR”) levels as demand for hotel rooms increases or decreases.

ADR represents hotel room revenue divided by the total number of room nights sold in a given period. ADR measures the average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.

We calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at our hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

The following table sets forth the key revenue metrics:

This proxy statement prospectus includes certain financial performance metrics that are not defined under IFRS:

The following key operating metrics have been derived from Murano Group Combined Financial Statements included elsewhere in this proxy statement/prospectus.

We define (i) EBITDA as a measure that reflects net income attributable to our shareholders, excluding interest expense, a provision for income taxes, depreciation and amortization, and (ii) Adjusted EBITDA as EBITDA further adjusted to exclude transaction-related expenses derived from the Business Combination.

EBITDA and Adjusted EBITDA are non-IFRS financial measures. However, we believe that each of these measures provides useful supplemental information to investors about us and our results. These measures are among the measures used by our management team to evaluate our financial and operating performance and make day-to-day financial and operating decisions. In addition, these measures are frequently used by securities analysts, investors and other parties to evaluate companies in the hospitality sector. We also believe that these measures are helpful to investors because they provide additional information.

Neither EBITDA nor Adjusted EBITDA should be considered in isolation or as a substitute for other measures of financial performance reported in accordance with IFRS. Other companies may calculate one or more such measures differently, limiting their usefulness as comparative measures. In addition, EBITDA and Adjusted EBITDA have limitations as analytical tools, including:

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

The following table provides a reconciliation of our net income to Adjusted EBITDA:

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your shares or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

This proxy statement/prospectus contains trademarks, trade names and service marks that are the property of Murano, as well as, for informational purposes, trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, certain trademarks, trade names, and service marks referred to in this report appear without the ^®, ™ and ^SM symbols, but those references are not intended to indicate that we or the applicable owner, as the case may be, will not assert, to the fullest extent under applicable law, our or their rights to such trademarks, trade names, and service marks.

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the Combined Financial Statements and other financial information included herein, before deciding how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

Investing in the PubCo Ordinary Shares involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this proxy statement/prospectus, including the Combined Financial Statements and notes thereto, before you invest in the PubCo Ordinary Shares. The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, Murano business, financial condition, results of operations and prospects. If any of the following risks actually materializes following the Business Combination, Murano’s operating results, financial condition and liquidity could be materially adversely affected. As a result, the trading price of the PubCo Ordinary Shares could decline, and you could lose part or all of your investment. Certain of the following risk factors apply to the business and operations of Murano and will also apply to the business and operations of PubCo following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition, and results of operations of PubCo following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by PubCo and Murano which later may prove to be incorrect or incomplete. PubCo and Murano may face additional risks and uncertainties that are not presently known to such entities, or that are currently deemed immaterial, which may also impair Murano’s business or financial condition.

Our Combined Financial Statements were prepared assuming that we will continue as a going concern, however, as explained in note 2c in our Combined Financial Statements, we have identified certain conditions and events that raise significant doubt about our ability to continue as a going concern. Murano Group is an early-stage and emerging growth company subject to such companies' corresponding risk. We have substantial debt which we have incurred primarily to fund our operating expenses and finance the construction projects and so our debt has increased significantly. As of December 31, 2022, Murano Group’s current liabilities exceed its current assets. This is mainly related to the breach of certain covenants of a syndicate loan as of December 31, 2022. Despite the fact that the breach was subsequently cured, the lender may still have the ability to call for repayment of outstanding amounts on demand.

The Combined Financial Statements do not include any adjustments that might be necessary should the Murano Group be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the combined statement of financial position classifications used.

We have limited operating history. Therefore, we will rely on the experience and background of the Murano Group, our hotel managers, and its affiliates as to operational, financial, technical, and legal needs to achieve our goals. Prospective investors should consider the risks associated with this indirect experience. The historical performance of assets managed or sponsored by the Murano Group, or its affiliates may not be indicative of our future performance. Historic performance should not be considered as an indicator of future performance or expected returns, nor is there any guarantee that future market conditions will be the same as in the past. We cannot assure you that our planned development will attract the number and type of customers we desire to achieve our revenue and profitability objectives. Consequently, any predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history. We also will be subject to significant business, economic, regulatory, and competitive uncertainties frequently encountered by new businesses in competitive environments, many of which are beyond our control.

Because of our limited operating history, it may be more difficult for us to prepare for and respond to these risks and the other risks described herein, as compared with a more established business. As a result, you must evaluate our business prospects in light of the risks inherent in establishing a new business enterprise. We cannot assure you that we will be able to develop or operate the projects successfully or to manage these risks successfully or that we or the project will be profitable.

We will likely need to access the capital markets or otherwise obtain additional funds to complete subsequent phases of our existing projects, and to fund potential enhancements we may undertake at our facilities there, and elsewhere. We do not know when or if the capital markets will permit us to raise additional funds for such phases and enhancements in a timely manner, on acceptable terms, or at all. Inability to access the capital markets, or the availability of capital only on less-than-favorable terms, may force us to delay, reduce or cancel our subsequent phases and enhancement projects. Delay, reduction or cancellation of the subsequent phases of our projects could subject us to financial penalties, and the possibility of such penalties could require us to obtain additional financing on unfavorable terms.

Our ability to obtain bank financing or to access the capital markets for future debt or equity offerings may also be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control. As we seek additional financing, we will be subject to the risks of rising interest rates and other factors affecting the financial markets. Therefore, we cannot assure you that we will be able to obtain additional capital and/or that we will be able to obtain bank financing or access the capital markets on commercially reasonable terms or at all.

We will generate indirectly substantially all of our revenues from the hotel management agreements. Our performance depends on the performance of the hotel operators, as well as their ability to pay for certain items related to our properties, such as renovation and maintenance expenses related to furniture fixes and other equipment and operating supplies and equipment, insurance, marketing and promotional expenses and costs, among others. We cannot assure you that our properties will generate sufficient revenues, assets, and liquidity to satisfy these obligations or the payment obligations under the hotel management agreements.

We will rely solely on the income and cash flows from the investments made in the properties. Defaults by our hotel operators under the hotel management agreements could materially and adversely affect our business, financial condition, and results of operations.

We are not in a position to directly implement strategic business decisions regarding the day-to-day operation of our hotel properties, such as setting room rates, food and beverage prices, marketing activities, promotion, and other similar matters, and we will be dependent on our hotel operators to carry out the operation of our hotel properties. Although we have structured and will aim to structure our hotel management agreements so that we have significant visibility with respect to the operation of our hotel properties, and such agreements impose certain performance goals on the hotel operators, we cannot assure that the hotel operators will be able to successfully operate our hotel properties, and if they fail to do so, it could have a material adverse effect on our business, financial condition and results of operations.

The hotel operators consolidating with third parties through mergers and/or acquisitions could adversely affect our hotel properties due to the undefined and unknown costs associated with the integration of property-level point

of sale and back-of-house computer systems and other technology-related processes, the training and other labor costs associated with the merging of labor forces, and the impact of reward point program consolidation. Additionally, the potential consolidation could impact our leveraging power in future management agreement negotiations. Consolidation of third-party OTAs could lead to less negotiating power that the hotel operators have in setting contract terms for pricing and commissions paid to OTAs. The consolidation of these distribution channels may reduce operating profits and/or higher costs of obtaining customers.

We are required to pay VAT in connection with the acquisition and construction of our hotels pursuant to the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado), which under certain circumstances will result in favorable balances. To the extent the applicable requirements are fulfilled, the competent tax authorities should refund to us such favorable balances within 40 business days following the filing of the request for refund with such authorities, in accordance with the provisions of Article 22 of the Mexican Federal Tax Code (Código Fiscal de la Federación). To the extent that we pay a substantial amount of VAT in connection with acquisitions and experience delays in receiving the corresponding refunds, our cash flow and results of operations could be materially and adversely affected.

At any time, the U.S. federal, state or local, Mexican federal or local, or other non-U.S. tax laws or regulations or the judicial or administrative interpretations of those laws or regulations or the policies of the taxing agency or authority may be changed. We cannot predict when or if any new U.S. federal, state or local, Mexican federal or local, or other non-U.S. tax law, regulation or judicial interpretation will be adopted, promulgated, or may become effective, and any such law, regulation or interpretation may take effect retroactively. In particular, the Mexican government has anticipated that a tax reform is to be presented to the Mexican Congress for discussion and thus could potentially be enacted in the near future. Any such change in, or any new, tax law, regulation or administrative or judicial interpretation could adversely affect us and holders of the Notes. There is no assurance that such reform or any other reform will not be enacted in the future. In addition, there can be no assurance that new tax laws, regulations, and interpretations or changes in existing tax laws, regulations, and interpretations would not have a material adverse effect on our business, prospects, results of operations, and financial condition. The effects of such changes have not been, and cannot be, quantified.

Pursuant to Mexican tax provisions, we and our hotel operators (as any taxpayers) may be subject to the exercise of the powers of the tax authorities to verify their level of compliance with the applicable tax provisions. We cannot guarantee that such powers will not be exercised or, if applicable, that they will be favorably resolved. Therefore, in the event that the tax authorities determine that we or our hotel operators are not in compliance with tax obligations, such authorities could impose, collect and enforce tax assessments, fines and/or guarantees, which, if material, could adversely affect our financial condition and results of operations.

Third-party service providers will hire a significant number of employees performing services at our hotels. The employees, arguing the existence of a labor relationship, could bring legal proceedings against the lessees and us, and we could be held liable for lost wages, benefits, or any other rights of an employee under articles 12, 13, 14 and 15 of the Mexican Federal Labor Law (Ley Federal del Trabajo) that the service provider must pay to the employees. We could incur substantial expenses in connection with such potential legal proceedings.

Furthermore, an amendment to the Mexican Federal Labor Law and the Mexican Social Security Law (Ley del Seguro Social) was approved by the Mexican Congress and published by the Federal Executive on April 23, 2021 (the “Subcontracting Reform”). Pursuant to the Subcontracting Reform, the subcontracting of personnel, defined as the provision of employees by an individual or legal entity for the benefit of another, is legally prohibited. This also implies the prohibition of schemes known as insourcing, in which corporate groups create their own service companies to hire and provide personnel to the legal entities of the group. The Subcontracting Reform establishes that

whoever subcontracts the specialized services or the execution of specialized works that fails to comply with obligations to its employees, will be jointly and severally liable with respect to such obligations. This reform could adversely affect our business, prospects, results of operations, and financial condition, as it could make it easier for employees to bring legal proceedings against the lessees and us.

The COVID-19 pandemic, including resurgences and new variants, has resulted in significant disruptions and additional risks to our business, the development of our projects, the global hospitality industry and the global economy. The COVID-19 pandemic has led governments and other authorities around the world to impose or recommend measures intended to control its spread, including travel bans, business and school closures, quarantines, shelter-in-place orders and implementation of other social distancing measures. Among other effects, such measures had a negative impact on logistics and the ability to source and procure materials and labor, thereby negatively affecting the timely development of projects, including our hotels. In addition, the COVID-19 pandemic and its consequences have dramatically reduced travel and demand for hotel rooms which is expected to continue to have, a material adverse impact on the hospitality sector and our business, financial condition, and results of operations.

If the development and/or operations of our hotels are suspended, we cannot give any assurance as to when they will be completed and/or resume operations at a full or reduced level.

The extent, duration and magnitude of the COVID-19 pandemic’s effects is highly uncertain and will continue to depend on future developments, all of which are difficult to predict. The resulting uncertainty may make it difficult for us, as well as our franchisees and others in the hospitality industry, to meaningfully forecast and plan future business activity. However, in general, we expect that the more severe the health impacts of the pandemic are, and if repeat resurgent or cyclical outbreaks of the virus beyond the one being currently experienced occur, the more adverse the effect will be on our business, financial condition, and results of operations.

The COVID-19 pandemic, including resurgences and new variants, could also have the effect of heightening many of the other factors set forth herein including, but not limited to, operating risks common in the lodging industries, our ability to compete effectively and manage the reputation of our brands, risks related to our development or ownership of operating hotels and development and brand support activities, growth of internet reservation channels, performance of our information technology systems and risks related to cybersecurity, and risks of doing business in Mexico.

Because the COVID-19 pandemic is unprecedented and continuously evolving, the other potential impacts to our risk factors that are further described herein are uncertain.

We must contend with the risks associated with construction activities, including cost overruns, shortages of lumber, steel, concrete, or other materials, shortages of labor, labor disputes, unforeseen environmental or engineering problems, work stoppages, natural disasters, and the inability to obtain insurance or obtaining insurance at significantly increased rates, any of which could delay construction and result in a substantial increase in our costs. As with any construction project, we may also be subject to delays resulting from changes in legislation, governmental bureaucracy, or unforeseen or force majeure events which could result in increased costs. Any delay in construction or increase in costs could disrupt our business and adversely affect our results of operations. If there are unforeseen events such as the bankruptcy of, or an uninsured or under-insured loss suffered by, our general contractors, we may become responsible for the losses or other obligations of the general contractors. Should such losses or the cost of such other obligations exceed our insured limits, our results of operations could be adversely affected. In addition, our results of operations could be negatively impacted in the event that a general contractor experiences significant cost overruns or delays, and we effectively are forced to absorb the impact of such costs or delays.

The budget estimated for the construction and development of the Hotel Projects and the Baja Park Development Project is based on construction costs incurred to date, architectural and design documents and is subject to change

as the construction progresses and as contract packages are let into the marketplace. Major construction and development projects of the scope and scale of the Hotel Projects and the Baja Park Development Project are subject to significant development and construction risks, including the following:

Our contractors under our construction agreements will construct the hotels on our behalf in all material respects. However, each of the contractors may grant collateral in favor of us such as bonds for hidden defects and labor, tax, union, and social security claims pursuant to the terms and conditions agreed on each of the construction agreements. In the event that the actions or inactions of the contractors result in adverse outcomes to properties, such as delays, defects, damage, or failure to conform to designs or performance standards, we may incur high costs of completion or repair. As a result, damages under our construction agreements may not be sufficient to compensate us for any losses, which may materially and adversely affect our financial condition.

The primary raw materials we use are lumber, steel, and concrete. Consequently, we are vulnerable to fluctuations in prices of these and other raw materials. Factors such as supply and demand, freight costs and availability of transportation, inventory levels, the level of imports, and general economic conditions may affect the price of the raw materials we use. Any increases in the costs of, or disruption in the supply of, raw materials could have a material adverse effect on our ability to meet our construction commitments and our operating results.

Our plans and specifications for the development of the Hotel Projects and the Baja Park Development Project are not complete and may be subject to change. At this time, they are also subject to approval by government authorities. Our current budget is based on our preliminary plans, which are subject to change. We currently expect the total remaining constructure cost of the Hotel Development Projects in our Hotel Portfolio and the Baja Park

Development Project, to be Approximately U.S.$743.0 million. While we believe that our overall budget for the construction costs for these properties is reasonable, a significant portion of these construction costs are only estimates, and the actual construction costs may be significantly higher than expected. We currently expect that any proceeds we receive as a result of the Business Combination, together with borrowings under our existing financings, will not be sufficient to fund the currently foreseeable construction budget of our property development projects and/or otherwise be sufficient to fulfill our business strategy. Therefore, we will likely need additional capital in the future. Our ability to obtain bank financing or to access the capital markets for future debt or equity offerings may be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control. Therefore, we cannot assure you that we will be able to obtain additional capital and/or that we will be able to obtain bank financing or access the capital markets on commercially reasonable terms or at all.

Inmobiliaria Insurgentes 421, S.A. de C.V. (Inmobiliaria Insurgentes 421), the lessor under the Insurgentes Lease Agreements is our affiliate. As a result, the Insurgentes Lease Agreements were negotiated between related parties. Their terms, including consideration payable thereunder, may be less favorable to us than terms negotiated with unaffiliated and third-party lessees. Additionally, conflicts of interest may arise between Inmobiliaria Insurgentes 421 and us in many areas relating to our ongoing relationships. We cannot guarantee that any potential conflict of interest that could arise from transactions with Inmobiliaria Insurgentes 421 will be resolved advantageously for us.

In the ordinary course of our business, we execute various transactions with companies owned or controlled directly or indirectly by us and by our and affiliates. We have policies in place that we are required to follow to ensure that transactions with affiliates are entered into on terms that are at least as favorable to us as those that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length dealings with an unrelated third person. In addition, we do undertake a transfer pricing analysis in accordance with Mexican tax regulations to help ensure that the price paid in any such transaction is fair to us and our affiliated counterparty. We intend to continue to enter into transactions with our subsidiaries and affiliates in the future in conformity with applicable laws. Entering into these types of transactions could cause conflicts of interest to arise. We cannot guarantee that any potential conflict of interest that could arise as a result of transactions with related parties will be resolved advantageously for us. In the event that such conflicts are resolved less advantageously for us, they could adversely affect our business, financial condition and results of operations.

A majority of our properties currently utilize or are expected to utilize brands owned by Hyatt and Accor. As a result, our ability to attract and retain guests depends, in part, on the public recognition of these brands and their associated reputation. Changes in ownership or management practices, the occurrence of accidents or injuries, force majeure events, crime, individual guest notoriety or similar events at our hotels or other properties managed, owned, or leased by these brands can harm our reputation, create adverse publicity, subject us to legal claims and cause a loss of consumer confidence in our business. If the Hyatt or Accor brands become obsolete or consumers view them as unfashionable or lacking in consistency and quality, we may be unable to attract guests to our hotels, which could adversely affect our business, financial condition, or results of operations. In addition, any adverse developments in Hyatt’s or Accor’s business and affairs, reputation or financial condition could impair its ability to manage our properties and could have a material adverse effect on us.

Our management agreements require us and our managers to comply with operational and performance conditions that are subject to interpretation and could result in disagreements, and we expect this will be true of any management agreements that we enter into with future third-party hotel managers or operators. We cannot predict the outcome of any arbitration or litigation related to such agreements, the effect of any negative judgment against us or

the amount of any settlement that we may enter into with any third-party. In the event we terminate a management agreement early and the hotel manager considers such termination to have been wrongful, they may seek damages. Additionally, we may be required to indemnify our third-party hotel managers and affiliates against disputes with third parties pursuant to our management agreements. An adverse result in any of these proceedings could materially and adversely affect our revenues and profitability.

Our Insurgentes Hotel complex in Mexico City is managed by Hyatt and Accor pursuant to a hotel management agreements that expire on December 31, 2043. Once the development of the GIC Complex and the Dream Chateau Hotel are completed, they are expected to be managed by Hyatt pursuant to management agreements that will expire on December 31, 2038. We could be materially and adversely affected if any third-party hotel manager fails to provide quality services and amenities, fails to maintain a quality brand name or otherwise fails to manage our hotels in our best interest, and could be held financially responsible for the actions and inactions of our third-party hotel managers pursuant to our management agreements. In addition, our third-party hotel managers manage, and in some cases may own or lease, or may have invested in or may have provided credit support or operating guarantees to hotels that compete with our hotels, any of which could result in conflicts of interest. As a result, third-party managers may make decisions regarding competing lodging facilities that are not in our best interests.

The success of our properties largely depends on our ability to establish and maintain good relationships with third-party hotel managers. If we are unable to maintain good relationships with our third-party hotel managers, we may be unable to renew existing management agreements or expand relationships with them. Additionally, opportunities for developing new relationships with additional third-party managers may be adversely affected. This, in turn, could have an adverse effect on our results of operations and our ability to execute our growth strategy. In the event that we terminate any of our management agreements, we can provide no assurances that we could find a replacement hotel manager or that any replacement hotel manager will be successful in operating our hotels. If any of the foregoing were to occur, it could materially and adversely affect us.

Our hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information, including personally identifiable information of hotel guests, including credit card numbers.

These information networks and systems can be vulnerable to threats such as system, network, or internet failures; computer hacking or business disruption, including through network- and email-based attacks as well as social engineering; cyber-terrorism; cyber extortion; viruses, worms or other malicious software programs; and employee error, negligence or fraud. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, nation-state affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. We rely on our hotel managers to protect proprietary and customer information from these threats. Any compromise of our own network or hotel managers’ networks could result in a disruption to our booking or sales systems or other operations, in increased costs (e.g., related to response, investigation, and notification) or in potential litigation and liability. In addition, public disclosure or loss of customer or proprietary information could result in damage to the hotel manager’s reputation, a loss of confidence among hotel guests, reputational harm for our hotels, potential litigation and increased regulatory oversight, including governmental investigations, enforcement actions, and regulatory fines, any of which may have a material adverse effect on our business, financial condition, and results of operations. In the conduct of our business, we rely on relationships with third parties, including cloud data storage and other information technology service providers, suppliers, distributors, contractors, and other external business partners, for certain functions or for services in support of key portions of our operations. These third-party entities are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures and an attack against such third-party service provider or partner could have a material adverse effect on our business.

In addition to the information technologies and systems our hotel managers use to operate our hotels, we have our own corporate technologies and systems that are used to access, store, transmit, and manage or support a variety

of business processes and employee personally identifiable information. We may be required to expend significant attention and financial resources to protect these technologies and systems against physical or cybersecurity incidents and even then, our security measures may subsequently be deemed to have been inadequate by regulators or courts given the lack of prescriptive measures in data security and cybersecurity laws. There can be no assurance that the security measures we have taken to protect the contents of these systems will prevent failures, inadequacies, or interruptions in system services or that system security will not be compromised through system or user error, physical or electronic break-ins, computer viruses, or attacks by hackers. Any such compromise could have a material adverse effect on our business, our financial reporting and compliance, and could subject us to or result in liability claims, litigation, monetary losses or regulatory oversight, investigations or penalties which could be significant. In addition, the cost and operational consequences of responding to cybersecurity incidents and implementing remediation measures could be significant.

Like many corporations, our information networks and systems are a target of attacks. In addition, third-party providers of data hosting or cloud services may experience cybersecurity incidents that may involve data we share with them. Although the incidents that we have experienced to date have not had a material effect on our business, financial condition or results of operations, such incidents could have a material adverse effect on us in the future.

While we are in the process of obtaining cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.

In addition, increased regulation of data collection, use and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm us.

The terms of our management agreements generally require us to meet specified operating standards and other terms and conditions, and compliance with such standards may be costly. Failure by us, or any hotel management company that we engage, to maintain these standards or other terms and conditions could result in a franchise license being cancelled or the franchisor requiring us to undertake a costly property improvement program. If an agreement is terminated due to our failure to make required improvements or to otherwise comply with its terms, we also may be liable to the counterparty for a termination payment, which could materially and adversely affect our results of operations and profitability.

If we were to lose a brand license, the underlying value of a particular hotel could decline significantly (including from the loss of brand name recognition, marketing support, guest loyalty programs, brand manager or franchisor central reservation systems or other systems), which could require us to recognize an impairment on the hotel. Furthermore, the loss of a franchise license at a particular hotel could harm our relationship with the franchisor or brand manager and cause us to incur significant costs to obtain a new franchise license or brand management agreement for the particular hotel. Accordingly, if we lose one or more franchise licenses or brand management agreements, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth.

If not maintained, the condition of certain of our properties could negatively affect our ability to attract guests or result in higher operating and capital costs. These factors could reduce revenues or profits from these properties. There can be no assurance that our planned replacements and repairs will occur, or even if completed, will result in improved performance. In addition, these efforts are subject to a number of risks, including the following: construction delays or cost overruns; delays in obtaining, or failure to obtain, zoning, occupancy and other required permits or authorizations; government restrictions on the size or kind of development; changes in economic conditions that may result in weakened or lack of demand for improvements that we make or negative project returns; and lack of availability of rooms or meeting spaces for revenue-generating activities during construction, modernization or renovation projects. If our properties are not updated to meet guest preferences or brand standards

under our management and franchise agreements, if properties under development or renovation are delayed in opening as scheduled, or if renovation investments adversely affect or fail to improve performance, our operations and financial results could be negatively affected.

Our existing room count is concentrated in Mexico City and our projected entire room count is expected to be concentrated in Mexico City and Cancun. This concentration exposes us to greater risk to local economic or business conditions, changes in hotel supply in these markets, and other conditions than more geographically diversified hotel companies. An economic downturn, an increase in hotel supply, a force majeure event, a natural disaster, changing weather patterns and other physical effects of climate change (including supply chain disruptions), a terrorist attack or similar event in any one of these markets likely would cause a decline in the hotel market and adversely affect occupancy rates, the financial performance of our hotels in these markets and our overall results of operations, which could be material, and could significantly increase our costs.

Over time, our hotel properties located in coastal markets and other areas that may be impacted by climate change are expected to experience increases in storm intensity and rising sea-levels causing damage to our hotel properties, while hotels in other markets may experience prolonged variations in temperature or precipitation that may limit access to the water needed to operate our hotel properties, increasing operating costs at our hotels, such as the cost of water or energy, and requiring us to expend funds as we seek to repair and protect our hotels against such risks. The effects of climate change may also affect our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable in areas most vulnerable to such events. There can be no assurance that climate change will not have a material adverse effect on our hotels, operations, or business.

Because certain types of losses are uncertain, including natural disaster, the effects of climate change or other catastrophic losses, they may be uninsurable or prohibitively expensive. There are also other risks that may fall outside the general coverage terms and limits of our policies. Market forces beyond our control could limit the scope of the insurance coverage that we can obtain or may otherwise restrict our ability to buy insurance coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations, our liabilities or the replacement cost of any lost investment or property. Furthermore, certain of our properties may qualify as legally permissible nonconforming uses and improvements, including certain of our iconic and most profitable properties, and we may not be permitted to rebuild such properties as they exist now or at all, regardless of insurance proceeds, if such properties are destroyed. Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects.

While our hotel managers are and will be primarily responsible for hiring and maintaining the labor force at our hotels, we are subject to the costs and risks generally associated with the hotel labor force, and increased labor costs due to factors like labor shortages and resulting increases in wages, additional taxes, or requirements to incur additional employee benefits costs may adversely impact our operating costs. Labor costs, including wages, can be particularly challenging at those of our hotels with unionized labor, and additional hotels may be subject to new collective bargaining agreements in the future.

From time to time, strikes, lockouts, public demonstrations or other negative actions and publicity may disrupt hotel operations at any of our properties, negatively impact our reputation or the reputation of our brands, or harm relationships with the labor forces at our properties in operation or under development. We also may incur increased legal costs and indirect labor costs as a result of contract disputes or other events. The resolution of labor disputes or new or re-negotiated labor contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. Furthermore, labor agreements may limit the ability of our hotel managers to reduce the size of hotel workforces during an economic downturn because collective bargaining agreements are negotiated between the hotel managers and labor unions. As we do not directly employ the employees at our hotels, we do not have the ability to control the outcome of these negotiations.

Past acts of terrorism and violent crime have had an adverse effect on tourism, travel and the availability of air service and other forms of transportation. The threat or possibility of future terrorist acts, an outbreak, escalation and/or continuation of hostilities or armed conflict abroad, such as the war between Russia and Ukraine, criminal violence, civil unrest, or the possibility thereof, the issuance of travel advisories by sovereign governments, and other geopolitical uncertainties have had and may have an adverse impact on the demand for vacation packages and consequently the pricing for vacation packages. Decreases in demand and reduced pricing in response to such decreased demand would adversely affect our business by reducing our profitability.

All the properties in our portfolio are located in Mexico, and Mexico has experienced criminal violence for years, primarily due to the activities of drug cartels and related organized crime. There have occasionally been instances of criminal violence near our properties, including our properties under development in Cancun and Bajamar. Criminal activities and the possible escalation of violence or other safety concerns, including food and beverage safety concerns, associated with them in regions where our resorts are located, or an increase in the perception among our prospective guests of an escalation of such violence or safety concerns, could instill and perpetuate fear among prospective guests and may lead to a loss in business at our properties in Mexico because these guests may choose to vacation elsewhere or not at all. In addition, increases in violence, crime or civil unrest or other safety concerns in any other location where we may own a resort in the future may also lead to decreased demand for our resorts and negatively affect our business, financial condition, liquidity, results of operations and prospects.

As demand for all-inclusive stays has increased, we have seen U.S. and European global hospitality branded companies enter the all-inclusive market segment. Increased competition from global branded hospitality companies may result in reduced market share and lower returns on investment for us as the increasing interest of global hospitality brands in the all-inclusive segment attracts more institutional capital to our target markets, increasing competition for the acquisition of hospitality assets. The entrance by global branded hospitality companies into the all-inclusive market segment may impact our ability to secure third-party management agreements as global hospitality branded companies are able to offer management agreements bundled with their branding services and a lower fee structure, resulting in increased competition for the management of all-inclusive resorts.

The majority of our operating expenses are incurred locally at our properties and are denominated in Mexican Pesos. Our outstanding debt borrowings are payable in U.S. dollars and our functional reporting currency is Mexican Pesos. An increase in the relative value of the Mexican Peso, in which we incur most of our costs, relative to the U.S. dollar, in which our revenue from operations is denominated, would adversely affect our results of operations. Our current policy is not to hedge against changes in foreign exchange rates and we therefore may be adversely affected by appreciation in the value of the Mexican Peso against the U.S. dollar, or to prolonged periods of exchange rate volatility. These fluctuations may negatively impact our financial condition, liquidity, and results of operations to the extent we are unable to adjust our pricing accordingly.

Furthermore, appreciation of the Mexican Peso relative to the U.S. dollar could make fulfillment of our U.S. dollar denominated obligations more challenging and could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.

We may develop, acquire, expand, reposition, or rebrand resorts (such as the GIC Complex Development Project, the Dreams Chateau Development Project and the Baja Park Development Project we are currently developing or expect to begin developing) from time to time as suitable opportunities arise, taking into consideration general economic conditions. To the extent that we determine to develop, acquire, expand, reposition, or rebrand resorts, we could be subject to risks associated with, among others:

We have seen certain construction timelines lengthen due to competition for skilled construction labor, disruption in the supply chain for materials, and the impact of COVID-19 generally, and these circumstances could continue or worsen in the future. As a result of the foregoing, we cannot assure you that any development, acquisition, expansion, repositioning and rebranding project, including the development of the GIC Complex Development Project, the Dreams Chateau Development Project and the Baja Park Development Project, will be completed on time or within budget or if the ultimate rates of investment return are below the returns forecasted at the time the relevant project was commenced. If we are unable to complete a project on time or within budget, the resort’s projected operating results may be adversely affected, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.

We have been and may continue to be adversely impacted by the consequences of climate change, such as increases in the frequency, duration and severity of extreme weather events and changes in precipitation and temperature, which have resulted and may continue to result in physical damage or a decrease in demand for our properties, all of which are located in coastal beachfront locations that are vulnerable to significant property damage from hurricanes, tropical storms and flooding. Although we believe we have adequate insurance, there is no assurance that, given the increasing burdens on insurance companies from extreme weather events, we will be able to continue to obtain adequate insurance against these types of losses, or that our insurers will in the future be in a position to satisfy our claims. In addition, the costs of insurance against these types of events have increased in recent years.

In addition, changes in applicable legislation and regulation on climate change could result in increased capital expenditures, such as a result of changes in building codes or requirements to improve the energy efficiency of the properties. In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our target customers, including macroeconomic risks related to high energy costs and energy shortages, among other things. Furthermore, legislative, regulatory, or other efforts to combat climate change or other environmental concerns could result in future increases in taxes, restrictions on or increases in the costs of supplies, transportation, and utilities, any of which could increase our operating costs, and necessitate future investments in facilities and equipment.

Climate change also presents additional risks beyond our control which can adversely impact demand for hospitality products and services, our operations, and our financial results. For example, GIC Complex properties are located at or around sea level and are therefore vulnerable to rising sea levels and erosion. Climate change-related

impacts may also result in a scarcity of resources, such as water and energy, at some or all of the regions in which our results are located. Furthermore, increasing awareness around sustainability, the impact of air travel on climate change and the impact of over-tourism may contribute to a reduction in demand from certain guests visiting our resorts.

We also face investor-related climate risks. Investors are increasingly taking into account environmental, social, and governance factors, including climate risks, in determining whether to invest in companies. Our exposure to the risks of climate change may adversely impact investor interest in our securities. These risks also include the increased pressure to make commitments, set targets, or establish goals to take actions to meet them, which could expose us to market, operational, execution and reputational costs or risks.

Cancun has been exposed to elevated sea levels. Rising sea level in the Caribbean creates, among others, beach erosion, storm surges of hurricanes, and large masses of sargassum seaweed. The impact of hurricanes, such as Hurricane Wilma in 2005, can cause the sand in the beaches to be washed away. As sea level rises, storm surges from hurricanes will be higher. Since 2009, Mexico launched a project to restore seven miles of beach and is expected to continue.

In recent years, the quantity of sargassum seaweed that has washed up onshore in various geographies in Mexico has increased. If not removed promptly, the sargassum seaweed can overrun the beach, making it difficult to access the water and it generates a foul odor if allowed to rot on the beach. In recent years, the heightened level of sargassum seaweed has led to negative media coverage and increased awareness of the potential problem.

Since 2011, tourism to Mexico’s Yucatán Peninsula has been heavily impacted by large masses of sargassum seaweed washing up on the beaches, with the largest seaweed event occurring in 2019. Seaweed deters beach tourism, potentially shifting tourism inland towards many types of recreational activities, such as theme parks, cenotes (sinkholes), cultural tours and restaurants, or to beach destinations in other regions or countries. Since the first massive seaweed arrivals in Mexico in 2011, there have been a number of initiatives to investigate the impacts and management of sargassum in the region. In 2019, a government’s sargassum containment strategy headed by the Ministry of Navy was established. The existence of large masses of sargassum seaweed in the Yucatán Peninsula could materially and adversely affect our operating results.

Although the GIC Complex is located in the Nichupté Lagoon and not on the beach, a decrease in the tourist attractiveness of the overall Cancun area resulting from the above effects could have a material adverse effect on our business.

Various scientists, environmentalists, international organizations, regulators, and other commentators believe that global climate change has added, and will continue to add, to the unpredictability, frequency, and severity of natural disasters (including, but not limited to, hurricanes, tornadoes, freezes, other storms, and fires) in certain parts of the world. A number of legal and regulatory measures as well as social initiatives have been introduced in an effort to reduce greenhouse gases and other carbon emissions, which some believe may be chief contributors to global climate change. We cannot predict the impact that changing climate conditions, if any, will have on our results of operations or our financial condition. Moreover, we cannot predict how legal, regulatory, and social responses to concerns about global climate change will impact our business.

Furthermore, we anticipate that pending regulations under the General Law on Climate Change (Ley General de Cambio Climático) in Mexico, which are expected to impose an internal system to limit emissions and introduce tradable permits and other measures to achieve its goal of greenhouse gas reduction, may affect our operations and/or result in environmental liability.

Our hotels will have an ongoing need for maintenance, renovations, and other capital improvements, including replacements, from time to time, of furniture, fixtures, and equipment. In addition, Hyatt and other internationally recognized hotel brands may require periodic capital improvements by us as a condition of maintaining the use of

their brands. We may need to finance the cost of maintenance, renovations and/or capital improvements and we may not have access to financings on reasonable terms or at all. In addition to liquidity risks, these capital improvements may result in declines in revenues while rooms are out of service due to capital improvement projects or other risks. The costs of these capital improvements or any of the above noted factors could have a material adverse effect on us, including our financial condition, liquidity, and results of operations.

Consumer demand for resorts, trade shows, and conventions and the type of luxury amenities that we offer are particularly sensitive to changes in the global economy, which adversely impact discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general global economic conditions, high unemployment, weakness in housing or oil markets, perceived or actual changes in disposable consumer income and wealth, an economic recession, and changes in consumer confidence in the global economy, or fears of war and future acts of terrorism and mass violence have in the past and could in the future reduce customer demand for the type of luxury amenities and leisure activities we expect to offer, which could impose downward pressure on pricing and, in turn, have a significant negative impact on our future operating results. Our success depends in part on our hotel operators’ ability to anticipate consumers’ preferences and react to those trends, and any failure to do so may negatively impact our operating results.

The lodging industry is seasonal in nature, which can be expected to cause quarterly fluctuations in our revenues. The seasonality of the lodging industry and the location of our hotels in Mexico will generally result in the greatest demand for our resorts between mid-December and April of each year, yielding higher occupancy levels and package rates during this period. This seasonality in demand is expected to result in predictable fluctuations in revenue, results of operations and liquidity, which are expected to be higher during the first quarter of each year than in successive quarters. We can provide no assurances that these seasonal fluctuations will, in the future, be consistent with the historical experience in the sector or whether any shortfalls that occur as a result of these fluctuations will not have a material adverse effect on us.

The lodging industry is highly cyclical in nature. Fluctuations in operating performance are caused largely by general economic and local market conditions, which subsequently affect levels of business and leisure travel. In addition to general economic conditions, new hotel and resort room supply is an important factor that can affect the lodging industry’s performance, and over-building has the potential to further exacerbate the negative impact of an economic recession. Room rates and occupancy levels tend to increase when demand growth exceeds supply growth. A decline in lodging demand, or increase in lodging supply, could result in returns that are substantially below expectations, or result in losses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects. Further, the costs of running a hotel tend to be more fixed than variable. As a result, in an environment of declining revenue, the rate of decline in earnings is likely to be higher than the rate of decline in revenue.

Some of our vacation packages are expected to be booked through Internet travel intermediaries, including, but not limited to, Travelocity.com, Expedia.com and Priceline.com. As these Internet bookings increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. If consumers develop loyalty to Internet reservations systems rather than to our booking system or the brands under which we operate, the value of our hotels could deteriorate and we could be materially and adversely affected, including our financial results.

In order to commence operations of our hotels, the relevant hotel operator will be required to undertake a major recruiting and training program. In order to operate our hotels effectively, the operators will need to recruit numerous

executives, managers, and employees with hospitality industry experience. We cannot assure you that a sufficient number of qualified employees will be available to meet the hotel operators’ labor needs, particularly given the intense competition for skilled employees in the Mexico City and Cancun markets.

We cannot assure you that our hotel operators will find suitable and qualified candidates for all the positions required to fill before the opening of our hotels. We also cannot assure you that, once hired, the hotel operators will retain their employees or find suitable and qualified replacements for those employees whose employment terminates. If a hotel operator is unable to attract, hire and retain an adequate number of suitable and qualified employees, our business may be significantly impaired.

We depend on the experience and relationships of the senior management team of our hotel operators to manage the day-to-day operations of the hotels. The hotel operators’ senior management team has an extensive network of lodging industry contacts and relationships. We can provide no assurances that any of the key personnel of the hotel operators will continue working with the hotel operators. The departure of any of our key personnel of the hotel operator who has significant experience and relationships in the lodging industry could materially and adversely impede or impair our ability to compete effectively and limit future growth prospects.

From time to time, we and/or our affiliates may be involved in disputes with various parties related to the financing, construction, and operation of the properties, including contractual disputes with contractors, suppliers, and construction workers or property damage or personal liability claims. Regardless of the outcome, these disputes may lead to legal or other proceedings and may result in substantial costs, delays in our development schedule, and the diversion of resources and management’s attention. We intend to carry insurance to cover most business risks, but there can be no assurance that the insurance coverage we have will cover all claims that may be asserted against us. Should any ultimate judgments or settlements not be covered by insurance or exceed our insurance coverage, such uncovered losses could increase our costs and thereby lower our profitability. There can also be no assurance that we will be able to obtain the appropriate and sufficient types and levels of insurance once the properties are operating. Our affiliates have in the past been involved in legal and other proceedings and may be involved in other proceedings in the future. Regardless of insurance coverage, if any legal or other proceedings in which we and/or our affiliates may be involved are finally resolved against us and/or our affiliates interest, any such resolution may have a material adverse effect on our properties and operations and/or may negatively impact our reputation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergies or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our hotels could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation and could expose us to liability from third parties if a personal injury occurs.

Together with the hotel operators, we are subject to the risk of increased lodging operating expenses, including, but not limited to, the following cost elements:

The lodging industry in Mexico is highly competitive. This competition could reduce occupancy levels and rental revenues at our properties, which would adversely affect our operations. We face competition from many sources. We face competition from other lodging facilities both in the immediate vicinity of our properties and the geographic markets in which the properties will be located. In addition, increases in operating costs due to inflation may not be offset by increased room rates. We also face competition from recognized lodging brands with which we are not associated.

We also face competition from online marketplaces focused on customer-to-customer virtual platforms, like Airbnb, which enables people to lease or rent short-term lodging, including vacation rentals, apartment rentals, homestays, hostel beds, or hotel rooms to its customers.

Some of our competitors may have substantially greater marketing and financial resources than us. If our hotel management companies are unable to compete successfully or if our competitors’ marketing strategies are effective, our business, financial condition and results of operations may be adversely affected.

The increased use of teleconference and video-conference technology by businesses could result in decreased business travel as companies increase the use of technologies that allow multiple parties from different locations to participate at meetings without traveling to a centralized meeting location, such as our hotels. To the extent that such technologies play an increased role in day-to-day business and the necessity for business-related travel decreases, demand for our hotel rooms may decrease, and we could be materially and adversely affected.

Nearly all of our prospective international customers travel to Mexico City and Cancun by air. Although we believe that the current level of air service to Mexico City and Cancun is adequate, any interruption or reduction of air service would prevent many prospective customers from visiting our hotels and reduce our sales and the growth of our business. Many of our guests rely on a combination of scheduled commercial airline services and tour operator services for passenger connections, and price increases or service changes by airlines or tour operators could reduce our occupancy rates and revenue levels and, therefore, have a material adverse effect on our business, financial condition, and results of operations.

Increases in the price of airfare, due to increases in fuel prices or other factors, would increase the overall travel cost to our guests and may adversely affect demand for our hotels. Changes in commercial airline services or tour operator services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings, could reduce our occupancy rates and revenue levels and, therefore, have a material adverse effect on our business, financial condition and results of operations.

Because real estate investments are relatively illiquid, our ability to sell a hotel promptly for reasonable prices in response to changing economic, financial and investment conditions will be limited. The real estate market is affected by many factors beyond our control that could impact the timing of a disposition, including adverse changes in economic and market conditions, changes in interest and tax rates and in the availability and cost and other terms of debt financing, and changes in governmental laws and regulations.

In addition, we may be required to expend funds to correct defects, terminate contracts or to make improvements before a resort can be sold. We can provide no assurances that we will have funds available, or access to such funds, to correct those defects or to make those improvements. In acquiring or developing a hotel, we may agree to lock-out provisions or tax protection agreements that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our resorts or a need for liquidity could materially and adversely affect us, including our financial results.

The Insurgentes Hotel is, and the GIC Complex is expected to be, subject to real estate and personal property taxes, especially upon any development, redevelopment, rebranding, repositioning, and renovation. These taxes may increase as tax rates change and as our properties are assessed or reassessed by taxing authorities. If property taxes increase, we would incur a corresponding increase in our operating expenses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.

Our operating entities are incorporated in Mexico, and all our assets and operations are located in Mexico. As a result, we are subject to political, economic, legal, and regulatory risks specific to Mexico, including the general condition of the Mexican real estate industry, lodging sector, and the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, Mexican inflation, interest rates, regulation, confiscatory taxation and regulation, expropriation, social instability, and political, social, and economic developments in Mexico.

The strain of coronavirus identified as SARS-CoV-2, which causes the disease known as “COVID-19,” was first identified in Wuhan, China, in December 2019 and has spread to nearly all regions around the world. The rapid outbreak and further measures taken by governments to contain its spread have had dramatic adverse impacts on the global economy, including on demand, operations, supply chains and financial markets. The COVID-19 pandemic, and the measures undertaken by Mexican and U.S. federal, state and local authorities, including (i) the confinement of residents to their homes, (ii) suspension of activities, including in the construction industry, and (iii) the closing of borders, has had and if any such measures are reinstated are expected to have a material adverse effect on our business, financial condition and results of operations:

Downside risks as a result of the COVID-19 pandemic remain significant. A resurgence of infections and new strains of the virus may trigger new generalized restrictions or reduce vaccines’ effectiveness. A further decline in economic activity due to closures, general hesitation by companies to hire jobseekers, and unemployed workers leaving the labor force entirely could lead to further scarring of the economy. Cross-border spillovers from weaker external demand and tighter financial conditions could magnify the impact of a country or region-specific shock on global growth. Moreover, a sizable policy response following a decrease in economic activity may be prematurely withdrawn or improperly targeted due to design and implementation challenges, leading to misallocation and the dissolution of productive economic relationships.

Similar to other emerging countries, the Mexican economy suffered from a significant economic slowdown during 2020. As the COVID-19 outbreak continues to evolve, and given the uncertainty of its lasting effect, the financial impact on Mexico’s economy will depend on future developments that cannot yet be determined. In addition, the impact of COVID-19 in the global financial markets has adversely affected the cost of borrowing and access to capital, which could limit our ability to obtain financing on favorable terms or at all.

The extent to which COVID-19 may impact our operations, liquidity, financial condition, and results of operations will depend on future developments which are highly uncertain and cannot be predicted. We will continue

to closely monitor and evaluate the nature and extent of the impact of COVID-19 on our operations, liquidity, financial condition, results of operations, and prospects. We may also take further actions that alter our business operations, as may be required by federal, state, or local authorities, or that we determine are in the best interests of our employees, suppliers, and clients.

In addition, our business could be materially and adversely affected by the effect of, or the public perception or risk of, other pandemic diseases.

Our business may be significantly affected by the Mexican economy’s general condition, by the depreciation of the peso, inflation, and high-interest rates in Mexico, or by political developments in Mexico. Declines in growth, high rates of inflation, and high-interest rates in Mexico have a generally adverse effect on our operations. If inflation in Mexico increases while economic growth slows, our business, results of operations, and financial condition will be affected. In addition, high-interest rates and economic instability could increase our costs of financing.

In the past, the rating agencies rating Mexico and PEMEX have downgraded both Mexico and PEMEX and/or place them on negative outlooks. On June 16, 2023, Fitch Ratings has affirmed Mexico’s Long-Term (LT) Foreign Currency (FC) Issuer Default Rating (IDR) at ‘BBB-’; with a stable rating outlook. On July 14, 2023, Moody’s assigned Mexico a rating of Baa2; with a stable rating outlook. We cannot ensure that the rating agencies will not announce additional downgrades of Mexico and/or PEMEX in the future. These downgrades could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results, and prospects.

In Mexico, political instability has been a determining factor in business investment. Significant changes in laws, public policies and/or regulations could affect Mexico’s political and economic situation, which could, in turn, adversely affect our business.

Mexican political events may affect our business operations. President Lopez Obrador’s political party and its allies hold a majority in the Chamber of Deputies (Cámara de Diputados) and the Senate (Senado de la República) and a strong influence in various local legislatures. The federal administration has significant power to implement substantial changes in law, policy, and regulations in Mexico, including Constitutional reforms, which could affect our business, results of operations, financial condition, and prospects. We cannot predict whether potential changes in Mexican governmental and economic policy could adversely affect Mexico’s economic conditions or the sector in which we operate. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, results of operations, financial condition, and prospects.

Social and political instability in or affecting Mexico could adversely affect our business, financial condition, and results of operations, as well as market conditions and prices of our securities. These and other future developments in the Mexican political or social environment may cause disruptions to our business operations and decreases in our sales and net income.

The National Law of Domain Extinction (Ley Nacional de Extinción de Dominio, the “LNED”) empowers the public prosecutor (agente del ministerio público) to exercise the extinction of domain action with respect to all types of assets related to crimes in a broad range of categories, including organized crime, kidnapping, crimes related to hydrocarbons, oil and petrochemicals, crimes against health, human trafficking, crimes for acts of corruption, cover-ups, crimes committed by public servants, theft of vehicles, resources of illicit origin and extortion. Pursuant to the LNED, the extinction of domain action may be exercised with respect to assets related to any of these crimes, including if the assets are used by a party other than the owner of the asset in order to commit the crime.

The LNED permits a final judgment on domain extinction even in certain cases when the criminal trial has not yet concluded; provided the governmental authority determines that solid and reasonable grounds exist to infer the existence of assets that are covered by the LNED. In such cases, if the affected person were to later prove its innocence and the asset has already been monetized, the affected person would only be able to recover the proceeds from the monetization of the asset.

Legal remedies are available to challenge the enforcement of the LNED on the grounds of a possible violation of human and constitutional rights such as property rights and the presumption of innocence. Should our assets ever be challenged under LNED grounds, in order to defend our rights, it may be necessary to incur significant costs due to litigation and/or full or partial loss of the assets subject to domain extinction proceedings. All of the foregoing could adversely affect our business, financial condition and results of operations.

On March 24, 2023, the president of Mexico sent to the Chamber of Deputies an initiative with a proposed decree to amend or repeal, among others, provisions of administrative laws including a reform to the Federal Law of Administrative Procedures. According to the explanatory statement of the initiative, it mainly seeks to (i) reverse acts of corruption, (ii) safeguard the public finances, and (iii) strengthen the federal public administration. The reform to the Federal Law of Administrative Procedures to include as ground for revocation of concessions, authorizations, permits and licenses any supervening acts that affect the public, general or social interest, national security or that cause imbalance or economic, social or environmental damage, or that prevent the enjoyment of fundamental rights of individuals. It is proposed that compensation for damages or harm is not to be applicable when, among others: (i) the revocation or early termination is motivated by the public, general or social interest, or by the preservation of common good, or by security and integrity of individuals and national institutions; or (ii) the investment has been recovered.

The initiative is currently under review by the Chamber of Deputies, and subsequently will be sent to the Senate for review. Since it is not a constitutional reform, the initiative requires to be approved only by a simple majority of votes in both chambers. If passed, concessions granted to any of the projects would be subject to the reform of the Federal Law of Administrative Procedures in the terms explained above. This reform could adversely affect our business, prospects, results of operations, and financial condition, if the concessions granted are revoked.

Mexico’s economy is vulnerable to global market downturns and economic slowdowns. Moreover, Mexico’s economy is largely influenced by economic conditions in the United States and Canada as a result of various factors, including the volume of commercial transactions under the United States–Mexico–Canada Agreement (the “USMCA”) and the level of U.S. investments in Mexico. Therefore, events and conditions that affect the U.S. economy can also directly and indirectly affect our business, financial condition, and results of operations.

The global economy, including Mexico and the United States, has been materially and adversely affected by a significant lack of liquidity, disruption in the credit markets, reduced business activity, rising unemployment, a decline in interest rates, and erosion of consumer confidence during recent periods of recession. This situation has had a direct adverse effect on the purchasing power of our customers in Mexico. The macroeconomic environment in which we operate is beyond our control, and the future economic environment may continue to be less favorable than in recent years. The risks associated with current and potential changes in the Mexican and United States economies are significant and could have a material adverse effect on our business, financial condition, and results of operations.

The U.S. economy heavily influences the Mexican economy, and therefore, the deterioration of the United States’ economy, the status of the USMCA or other related events may impact the economy of Mexico. Economic conditions in Mexico have become increasingly correlated to economic conditions in the United States as a result of the North American Free Trade Agreement (“NAFTA”), which has induced higher economic activity between the two countries and increased the remittance of funds from Mexican immigrants working in the United States to Mexican residents. On an annual basis, as of December 31, 2022, 82% of Mexico’s total exports are purchased by the United States, the single country with the highest share of trade with Mexico. It is currently unclear what the results of the USMCA and its implementation will be. The new terms of the USMCA could have an impact on Mexico’s economy generally and job creation in Mexico, which could significantly adversely affect our business, financial performance, and results of operations.

Likewise, any action taken by the current U.S. or Mexico administrations, including changes to the USMCA and/or other U.S. government policies that may be adopted by the U.S. administration, could have a negative impact

on the Mexican economy, such as reductions in the levels of remittances, reduced commercial activity or bilateral trade or declining foreign direct investment in Mexico. In addition, increased or perceptions of increased economic protectionism in the United States, Mexico and other countries could potentially lead to lower levels of trade and investment and economic growth, which could have a similarly negative impact on the Mexican economy. These economic and political consequences could adversely affect our business, financial condition, and results of operations.

We cannot make assurances that any events in the United States or elsewhere will not materially and adversely affect us.

Our business strategy depends significantly on demand for vacations generally and, more specifically, on demand for all-inclusive vacation packages. Weak economic conditions and other factors beyond our control, including high levels of unemployment and underemployment, in North America, especially the United States and Mexico, Europe and Asia could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests and have a negative impact on the lodging industry. We cannot provide any assurances that demand for all-inclusive vacation packages will remain consistent with or increase from current levels. Furthermore, our business is focused primarily on, and our acquisition strategy targets the acquisition of resorts in, the all-inclusive segment of the lodging industry (and properties that we believe can be converted into all-inclusive resorts in a manner consistent with our business strategy). This concentration exposes us to the risk of economic downturns in the lodging industry broadly and, more specifically, in the leisure dominated all-inclusive segment of the lodging industry. As a result of the foregoing, we could experience a prolonged period of decreased demand and price discounting in our markets, which would negatively affect our revenues and could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.

In the past, the Mexican economy has experienced a balance of payment deficits and shortages in foreign exchange reserves. There can be no assurance that the Mexican government will not institute a restrictive exchange control policy or other restrictions. If the Mexican government imposes exchange controls and/or other similar restrictions, the Mexican economy and our operations may be negatively affected.

In recent years, Mexico has experienced a period of increasing criminal activity and particularly high homicide rates, primarily due to organized crime. The presence of violence among drug cartels, and between these and the Mexican law enforcement and armed forces, or an increase in other types of crime, pose a risk to our business, and might negatively impact business continuity. This situation in Mexico is likely to worsen as the economy continues to deteriorate.

On September 8, 2020, the U.S. Department of State issued a travel advisory to U.S. citizens about the risk of traveling to certain regions in Mexico due to threats to safety and security posed by organized criminal groups. While no travel restrictions for U.S. government employees for Mexico City nor Quintana Roo, the U.S. Department of State suggests exercising increased caution due to violent and non-violent crimes in Mexico City and Quintana Roo. Continuing travel advisories by the U.S. Department of State in these and others, and any future travel advisories issued by the U.S. or other countries could decline tourism to Mexico generally or any of the regions in which our hotels are located. Any such decline could adversely affect occupancy at our hotels, which could have a material adverse effect on our business, financial condition, and results of operations.

We are subject to anti-corruption, anti-bribery, anti-money laundering, antitrust and other international laws and regulations and are required to comply with the applicable laws and regulations of Mexico. In addition, we are subject to regulations on economic sanctions that restrict our dealings with certain sanctioned countries, individuals, and

entities. There can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate practices, fraud, or violations of law by our affiliates, employees, directors, officers, partners, agents, and service providers or that any such persons will not take actions in violation of our policies and procedures. Any violations by us of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on our business, reputation, results of operations and financial condition.

The development of our properties is subject to strict regulations at federal and local levels. If we fail to comply with these regulations, we could be subject to fines and/or lose the right to develop the properties. Government agencies are empowered to implement laws, regulations, and standards that could adversely affect the operations and the value of the Properties, which could rely on political considerations.

In addition, the viability of hotel developments could depend on obtaining permits, authorizations, concessions, and other contracts issued by federal or local governmental authorities. If we fail to obtain any such permits, authorizations, concessions and other contracts, our hotel development projects could be subject to fines and/or we could lose the right to develop the projects.

The hotel development projects are also subject to compliance with Mexican environmental laws, which in recent years became stricter and resulted in additional compliance-related expenses. Mexican federal authorities, including the Ministry of Environment and Natural Resources, the Federal Environmental Protection Agency, the Mexican Water Commission, and local authorities, are empowered to file civil, administrative, and criminal proceedings against companies that violate environmental laws, the terms of their permits, and/or cause environmental damages. They may also halt any development that does not comply with applicable law.

We are also subject to certain environmental compliance costs, including associated air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. Our failure to comply with any such laws, including any required permits or licenses, or publicity resulting from actual or alleged compliance failures, could result in substantial fines or possible revocation of our authority to conduct some of our operations or otherwise have an adverse effect on our business. Environmental laws may also impose potential liability on a current or former owner or operator of real property for, among other things, investigation, removal, or remediation of hazardous or toxic substances at our currently or formerly owned or leased real property, regardless of whether or not we knew of, or caused, the presence or release of such substances. From time to time, we may be required to remediate such substances or remove, abate, or manage asbestos, mold, radon gas, lead, or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances at our currently or formerly owned or leased properties could result in limitations on or interruptions to our operations or in third-party claims for personal injury, property or natural resource damages, business interruption or other losses, including liens in favor of the government for costs the government incurs in cleaning up contamination. Such claims and the need to investigate, remediate or otherwise address hazardous, toxic, or unsafe conditions could adversely affect our operations, the value of any affected real property, or our ability to sell, lease or assign our rights in any such property, or could otherwise harm our business or reputation. In addition, we also may be liable for the costs of remediating contamination at off-site waste disposal facilities to which we have arranged for the disposal, transportation, or treatment of hazardous substances without regard to whether we complied with environmental laws in doing so. Environmental, health and safety requirements have also become, and may continue to become, increasingly stringent, and our costs may increase as a result. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our properties, or result in significant additional expense and operating restrictions on us or our hotel managers.

The development of properties in Mexico is subject to laws and regulations governing urban development, sanitation, security, and protection of the environment. With respect to environmental matters, we could be subject to financial and other liabilities pursuant to laws and regulations relating to the management of hazardous waste and contaminated sites. These laws and regulations could require the affected property owners to absorb the costs of cleaning and remediating such sites jointly and severally with the sellers of the property without regard to fault and independent of any claims the owners of the affected property may have against sellers of the property. Additionally, the transfer of contaminated sites is subject to the approval of the Secretary of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales, or “SEMARNAT”). If SEMARNAT’s authorization is not obtained within the timeframe required for a transaction, we may incur additional costs and delays relating to the expansion of our portfolio or the disposition of properties.

Additionally, the Mexican government has the authority to initiate civil, administrative, or criminal legal actions against companies and enjoin developments that do not comply with applicable environmental laws.

It is possible that our properties could require cleaning and remediation, for which the costs could be high and not covered by our insurance policies. In addition, if any of our properties are subject to applicable environmental laws, we could incur delays in development and additional expenses for cleaning and remediation.

Our failure to comply with applicable laws and regulations related to our hotel development projects, including environmental laws, could have material adverse effect on our business, financial condition, and results of operations.

The hotel industry is subject to extensive federal, state, and local governmental regulations, including those relating to the service of alcoholic beverages, the preparation and sale of food, building and zoning requirements and data protection, cybersecurity, and privacy. We and our hotel managers are also subject to licensing and regulation by state and local departments relating to health, sanitation, fire, and safety standards, and to laws governing our relationships with employees, including minimum wage requirements, overtime, working conditions and citizenship requirements. Our existing systems may be unable to satisfy changing regulatory requirements and employee and customer expectations or may require significant additional investments or time to do so.

Unless the context otherwise requires, references in this subsection entitled “— Risks Related to Murano Following the Consummation of the Business Combination” to “we,” “us,” “our” and the “Company” refer to Murano and its subsidiaries and affiliates from and after the consummation of the Business Combination.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. For example, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq Stock Market (“Nasdaq”).

We expect that compliance with these requirements will increase its legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel may be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we are incurring significant expenses and devoting substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when we are no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a public company, we will likely hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.

We are an “emerging growth company,” as defined in the JOBS Act. As a result, we are taking advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, the ability to furnish two rather than three years of income statements and statements of cash flows in various required filings and not being required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. As a result, our shareholders may not have access to certain information that they deem important. We could be an emerging growth company for up to five years, although we could lose that status sooner if our gross revenue exceeds U.S.$1.07 billion, if we issue more than U.S.$1.0 billion in nonconvertible debt in a three-year period, or if the fair value of our shares held by non-affiliates exceeds U.S.$700.0 million (and we have been a public company for at least 12 months and have filed one annual report on Form 20-F).

We cannot predict if investors will find our securities less attractive if we rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and our share price may be more volatile.

We report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information.

Further, Nasdaq rules permit foreign private issuers to follow the corporate governance practices of its home country in lieu of certain Nasdaq corporate governance listing standards. Certain corporate governance practices in Jersey, which is our country of incorporation, may differ significantly from Nasdaq corporate governance listing standards. As a result of all of the above, holders of our securities may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a “foreign private issuer,” we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2023.

In the future, we could lose our foreign private issuer status if a majority of our ordinary shares are held by residents in the United States and we fail to meet any one of the additional “business contacts” requirements. Although we intend to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws if we are deemed a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, we would become subject to the Regulation FD, aimed at preventing issuers from making selective disclosures of material information. We also may be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. While we are not currently using the following exemptions from certain Nasdaq corporate governance standards as of the date of this annual report, as long as we rely on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on our board of directors are not required to be independent directors, our remuneration committee is not required to be comprised entirely of independent directors and we will not be required to have a nominating and corporate governance committee. Also, we would be required to change our basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for us to comply with. If we lose our foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, we may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq, and other regulators, among other materially adverse consequences.

In connection with the preparation of Murano Group Combined Financial Statements as of December 31, 2022, 2021 and January 1, 2021 and for the years ended December 31, 2022 and 2021, material weaknesses in internal controls over their financial reporting have been identified and remain unremediated. These material weaknesses include the following:

The Murano Group is the combination of several private entities under common control; however, such entities are managed as a family business. Therefore, the Murano Group is in the process of creating the financial reporting infrastructure for the newly combined business. The material weaknesses are the result of the lack of expertise with respect to the application of IFRS, lack of sufficient personnel and technological infrastructure.

The Murano Group is not required to perform an evaluation of internal control over financial reporting as of December 31, 2022 in accordance with the provisions of the Sarbanes-Oxley Act. Had such an evaluation been performed, additional control deficiencies may have been identified, and those control deficiencies could have also represented one or more material weaknesses.

The Murano Group has begun taking measures to remediate the underlying causes of the material weaknesses and intends to complete this remediation process as quickly as possible. We cannot assure you, however, that any remediation actions will be undertaken in a timely manner or that they will be effective to remediate any existing material weaknesses. Assuming the Murano Group is unable to successfully remediate these material weaknesses prior to the closing of the Business Combination, the post-combination company could be unable to report financial results accurately on a timely basis. Any failure to timely provide required financial information could materially and adversely impact the post-combination company, including a potential loss of investor confidence or delisting.

The valuation of our fixed assets is inherently subjective due to the individual nature of the assets as well as the observable and un-observable inputs that are used in the calculation, as a result, valuations are subject to uncertainty. Our fixed assets measured at fair value include land, construction in process and investment properties. The accounting policy choice under IFRS is a matter of judgement, in which case we believe that best reflects the nature of our business. We determine the fair value of our assets using accredited independent appraisers.

Observable and un-observable inputs may be subject to change, volatility, uncertainty and may not be available in the future periods. As a result, there is no assurance that the valuations of our interests in the properties reflected in our financial statements would reflect actual sale prices even where any such sales occur shortly after the financial statements are prepared.

As of December 31, 2022, we had fair value gains on investment properties of Ps.$298.1 million. In particular, gains for the fiscal year ended December 31, 2022 accounted for 64% of our income before income tax for the respective fiscal year. Although the upward revaluation adjustments reflect unrealized capital gains on our investment properties during the relevant periods, the adjustments were not actual cash flow or profit generated from the sales or rental of our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, we will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly affected by the prevailing property markets and will be subject to market fluctuations.

We cannot guarantee whether changes in market conditions will increase, maintain or decrease the fair value gains on our investment properties at historical levels or at all. In addition, the fair value of our investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, results of operations and financial condition may be materially and adversely affected.

Certain circumstances may affect the fair value of our real estate assets (whether operating or under construction), including, among other things: (i) a decrease in the average room rates and occupancy rates in our Accor and Andaz Hotel Complex, (ii) an increase in the applicable discounts rates at which we discount the anticipated operational cash flow of our assets, (iii) the absence of or modifications to permits or approvals required for the construction and/or operation of any real estate asset, (iv) delays in completion of works beyond the anticipated target, (v) cost overruns, (vi) potential lawsuits that may affect our operations, whether or not we are a party thereto, (vii) full or partial eminent domain proceedings (with or without compensation) regarding such real estate assets; and (viii) findings indicating soil or water contamination or the existence of historical or geological antiquities that may require us to absorb significant cleaning, purification or preservation costs. In addition, certain laws and regulations applicable to our business where the legislation process undergoes constant changes may be subject to frequent and substantially different interpretations, and agreements which may be interpreted by governmental authorities so as to shorten the term of use of real estate, which may be accompanied by a demolition or nationalization order with or without compensation, may significantly affect the value of such real estate asset.

In addition to the items set forth above, our investment in our Hotel Complex is subject to varying degrees of risk related to the ownership and operation of real property. The fair value of the assets and income from our Hotels Complex may be materially adversely affected by:

HCM is a blank check company, and as it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. HCM has the option to elect to extend the date to consummate a business combination on a monthly basis for up to five times by an additional month each time after August 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. HCM has no obligation to return funds to investors prior to such date unless (i) it consummates a business combination prior thereto or (ii) it seeks to amend its current amended and restated certificate of corporation prior to consummation of a business combination, and only then in cases where investors have sought to convert or sell their shares to HCM. Only after the expiration of this full time

period will public securityholders of HCM be entitled to distributions from the Trust Account if HCM is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public securityholders of HCM may be forced to sell their Public Shares or warrants, potentially at a loss. In addition, if HCM fails to complete an initial business combination, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless, unless HCM amends its certificate of incorporation to extend its life and certain other agreements it has entered into.

Unlike many other blank check companies in which the initial investors agree to vote their Founder Shares in accordance with the majority of the votes cast by the public investors in connection with an initial business combination, the HCM Initial Shareholders, pursuant to the Sponsor Support Agreement, have agreed to vote their HCM Ordinary Shares in favor of the proposals to be presented at the Extraordinary Meeting. As of the date of this joint proxy statement/prospectus, the HCM Initial Shareholders beneficially own in the aggregate shares equal to approximately 71% of the issued and outstanding HCM Ordinary Shares. Accordingly, the HCM Initial Shareholders hold a sufficient number of shares to constitute a quorum at the Extraordinary Meeting. As the votes to approve the proposals to be presented at the Extraordinary Meeting either require (a) the affirmative vote of the holders of at least a majority of the votes cast by the holders of the issued and outstanding HCM Ordinary Shares represented in person or by proxy and entitled to vote thereon and who vote at the Extraordinary Meeting or (b) at least two-thirds of the votes cast at a meeting at which a quorum is present, in each case the HCM Initial Shareholders hold and intend to vote a sufficient number of HCM Ordinary Shares to approve such proposals. Due to the HCM Initial Shareholders’ level of ownership, HCM expects the proposals to be approved, without the support of the Public Shareholders.

HCM’s placing of funds in the Trust Account may not protect those funds from third party claims against HCM. Although HCM will seek to have all vendors, service providers, prospective target businesses or other entities with which it does business execute agreements with HCM waiving any right, title, interest or claim in or to any monies held in the Trust Account for the benefit of HCM’s Public Shareholders, such parties may not execute such agreements or, even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, claims for fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver. If any third-party refuses to execute an agreement waiving claims to the monies held in the Trust Account, HCM’s management will perform an analysis of the alternatives available to it and will only enter into an agreement without a waiver if management believes that such third party’s engagement would be significantly more beneficial to HCM than any available alternative. If HCM does not obtain a waiver from a third party, HCM will obtain the written consent of Sponsor before entering into an agreement with such third party.

Examples of possible instances where HCM may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills management believes to be significantly superior to those of other consultants who would execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver and where the Sponsor executes a written consent. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of HCM’s Public Shares, if HCM is unable to complete a business combination within the required time frame, or upon the exercise of a redemption right in connection with a business combination, HCM will be required to provide for payment of claims of creditors that were not waived that may be brought against HCM within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per share initially held in the Trust Account due to claims of such creditors. Pursuant to a written agreement, Sponsor has agreed that it will be liable to HCM if and to the extent any claims by a vendor for services rendered or products sold to HCM, or a prospective target business with which HCM discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share except as to any claims by a third party who executed a waiver of rights to seek access to the Trust

Account and except as to any claims under HCM’s indemnity of the underwriters of its IPO against customarily indemnified liabilities, including liabilities under the Securities Act. Moreover, if an executed waiver is deemed to be unenforceable against a third party, Sponsor will not be responsible to the extent of any liability for such third-party claims. HCM has not independently verified whether Sponsor has sufficient funds to satisfy its indemnity obligations, it has not asked Sponsor to reserve for such indemnification obligations and HCM cannot assure you that it would be able to satisfy those obligations.

HCM is a blank check company with no operating history or results. HCM’s management has determined that the mandatory liquidation of HCM, should a business combination not occur by August 25, 2023 (or up to January 25, 2024 if extended), and potential subsequent dissolution, raises substantial doubt about HCM’s ability to continue as a going concern. See the section entitled “HCM Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

Since the Business Combination is not with an affiliated entity, HCM is not required to obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company HCM is seeking to acquire or from an independent accounting firm that the price HCM is paying for a target is fair to HCM’s shareholders from a financial point of view, unless HCM’s Board of Directors cannot independently determine the fair market value of the target business or businesses. Since no opinion has been obtained, HCM’s shareholders are relying on the judgment of HCM’s Board of Directors.

Based on HCM’s current capitalization, HCM anticipates PubCo issuing (or reserving for issuance) an aggregate of 8,737,500 PubCo Ordinary Shares to the HCM Holders as consideration in the Business Combination. It is anticipated that, upon completion of the Business Combination, assuming no redemptions, HCM’s Public Shareholders will own 5% outstanding of PubCo Ordinary Shares, assuming that no shares are elected to be redeemed in connection with the Business Combination. In addition, this does not take into account:

If any HCM Class A Ordinary Shares are redeemed in connection with the Business Combination, the percentage of outstanding PubCo Ordinary Shares held by Public Shareholders will decrease and the percentages of PubCo Ordinary Shares held immediately following the Closing of the Business Combination by each of PubCo’s initial equity holders will increase. To the extent that any of the outstanding warrants or options are exercised for PubCo Ordinary Shares, unvested restricted stock vests into PubCo Ordinary Shares, or awards are issued under the 2023 Murano Equity Incentive Plan, HCM’s existing shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of HCM’s current shareholders to influence management through the election of directors following the Business Combination.

In addition, the issuance of additional PubCo Ordinary Shares will significantly dilute the equity interests of existing holders of HCM securities and may adversely affect prevailing market prices for PubCo Ordinary Shares and/or Murano Warrants.

HCM’s Initial Shareholders currently own 10,062,500 Founder Shares, of which 9,987,500 HCM Class A Ordinary Shares are held by Sponsor and an aggregate of 75,000 HCM Class B Ordinary Shares are held by HCM’s independent directors, all of which will be worthless if HCM does not consummate its initial business combination. The Sponsor has agreed to forfeit 1,250,000 of such Founder Shares in connection with the Closing of the Business Combination. Sponsor has purchased 10,500,000 HCM’s Private Placement Warrants for an aggregate purchase price of $10,500,000. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares, placement shares or HCM’s Private Placement Warrants, which will expire worthless if HCM does not consummate a business combination within the Extension Period. If HCM does not consummate the Business Combination or another initial business combination, Sponsor will realize a loss on HCM’s Private Placement Warrants it purchased. As a result, the personal and financial interests of Messrs. Shawn Matthews, James Bond, Jacob Loveless, David Goldfarb, and Steven Bischoff, who are directors and/or officers of HCM, directly or as members of Sponsor, in consummating the Business Combination or another initial business combination, may have influenced their motivation in identifying and selecting Murano as the counterparty for the Business Combination and, if the Business Combination is not consummated, may in the future influence their motivation in identifying and selecting a target business for an alternative initial business combination and completing an initial business combination that is not in the best interests of HCM’s shareholders. Consequently, the discretion of HCM’s officers and directors, in identifying and selecting Murano or another suitable target business combination may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination or another initial business combination are appropriate and in the best interest of HCM’s Public Shareholders.

At the Closing of the Business Combination or, if the Business Combination is not consummated, at the closing of an alternative initial business combination, Sponsor and HCM’s officers and directors, or any entities with which they are affiliated, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on HCM’s behalf such as identifying Murano or any alternative target businesses and performing due diligence on suitable business combinations. As of March 31, 2023, the Sponsor has not incurred out-of-pocket expenses eligible for reimbursement if the Business Combination, or an alternative initial business combination, is consummated. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on HCM’s behalf. Further, 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, and the Sponsor has 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, and July 24, 2023. Each such payment is considered a working capital loan from the Sponsor pursuant to the Working Capital Note. In addition, on July 18, 2023, the Sponsor loaned HCM an additional $400,000 for working capital purposes, which was not deposited into Trust Account. The Working Capital Note does not bear interest and shall be payable in full upon the consummation of a Business Combination. These financial interests of Sponsor and HCM’s officers and directors may influence their motivation in identifying and selecting Murano or an alternative target business combination and completing the Business Combination or an alternative initial business combination.

We may agree to waive, in whole or in part, one or more of the conditions to our obligations to complete the Business Combination, to the extent permitted by our current amended and restated memorandum and articles of association applicable laws. We may not waive the condition that our shareholders approve the Business Combination. Please see the section entitled “Proposal No. 1 – The Business Combination Proposal – The Business Combination Agreement - Conditions to Closing of the Business Combination” for additional information.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require HCM to agree to amend the Business Combination Agreement, to consent to actions taken by Murano that require HCM’s consent under the Business Combination Agreement or to waive rights that HCM is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Murano’s business, a request by Murano to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Murano’s business and would entitle HCM to terminate the Business Combination Agreement. In any of such circumstances, it would be at HCM’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for HCM and its shareholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, HCM does not believe there will be any changes or waivers that HCM’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained.

HCM cannot assure you that the due diligence conducted in relation to Murano has identified all material issues or risks associated with Murano, its business or the industry in which it competes. As a result of these factors, HCM may incur additional costs and expenses and HCM may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in HCM reporting losses. Even if HCM’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on HCM’s financial condition and results of operations and could contribute to negative market perceptions about HCM’s securities or Murano.

Accordingly, any shareholders of HCM who choose to remain shareholders of Murano following the Business Combination could suffer a reduction in the value of their investment. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully pursue claims under applicable state law or federal securities laws.

If the Business Combination is not completed for any reason, including as a result of HCM’s shareholders declining to approve the proposals required to effect the Business Combination, 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, including the following:

Uncertainty about the effect of the Business Combination on employees and other stakeholders may have an adverse effect on Murano and consequently on HCM. These uncertainties may impair Murano’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause Murano’s counterparties to seek to change existing business relationships. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Murano’s business following the Business Combination could be negatively impacted. In addition, the Business Combination Agreement restricts Murano from taking specified actions without the consent of HCM until the Business Combination occurs. These restrictions may prevent Murano from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See the section entitled “Proposal No. 1 - The Business Combination Proposal - The Business Combination Agreement - Covenants of the Parties.”

An initial public offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an initial public offering company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters or their detailed review of Murano’s business and may therefore result in less careful vetting of information that is presented to the public, including in the proxy statement/prospectus.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an initial public offering. In any initial public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters and vetted by analysts. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company and the SPAC. The process of establishing the value of a target company in a SPAC business combination may be less effective than an initial public offering book-building process and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing. In addition, initial public offerings are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following the initial public offering. There is no comparable process of generating investor demand in connection with a business combination between a target company and a SPAC, or process of creating an analyst following, each of which may result in lower demand for the surviving company’s shares after Closing, which could in turn, decrease liquidity and trading prices as well as increase share price volatility.

HCM is seeking to effectuate the Business Combination with a privately held company. HCM cannot assure that the due diligence conducted in relation to Murano has identified all material issues or risks associated with Murano and its business, because little public information generally exists about private companies, including Murano. HCM’s board of directors was required, and HCM’s shareholders will be required to evaluate the Business Combination on the basis of limited information, which may result in the Business Combination being less profitable than HCM suspected, if at all.

If HCM is unable to complete its initial business combination within the Extension Period, HCM will be obligated to redeem 100% of the HCM Class A Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust

Account and not previously released to HCM to pay taxes, divided by the number of then outstanding HCM Class A Ordinary Shares, subject to customary conditions. As HCM approaches the end of such investment period, HCM’s Initial Shareholders, officers and directors and Sponsor may have an incentive to cause it to enter into a business combination that is not in the interest of the Public Shareholders rather than to liquidate because a liquidation will cause such investors to lose all of their invested capital.

Sponsor purchased the Founder Shares from HCM for $25,000 and 10,500,000 HCM’s Private Placement Warrants for $10,500,000, resulting in an aggregate investment of $10,525,000. Following the Business Combination, Sponsor and other holders of Founder Shares will hold a maximum of approximately 11.3% of the PubCo Ordinary Shares. Even if the trading price of PubCo Ordinary Shares declines significantly, the value of PubCo Ordinary Shares held by Sponsor could be significantly greater than the amount of Sponsor’s original investment. As a result, Sponsor could generate a positive return on their investment upon disposition of their PubCo Ordinary Shares even if the trading price of the PubCo Ordinary Shares declines materially after the Business Combination. Sponsor may therefore be economically incentivized to complete an initial business combination, without completing proper due diligence, with a risky or under-performing business that may not trade at or above or even near $10.00 per share rather than liquidate and lose their entire investment. 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.

The Sponsor and officers and directors of HCM have financial interests in the Business Combination that are different from, or in addition to, those of other HCM Holders generally. See the section entitled “Proposal No. 1 - The Business Combination Proposal - Interests of Certain HCM Persons in the Business Combination” for more information. In addition, the Sponsor and officers and directors of HCM may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the Sponsor and directors and officers of HCM would lose their entire investment. As a result, the Sponsor and directors and officers of HCM may have a conflict of interest in determining whether Murano is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination. See the section entitled “Business of HCM - Conflicts of Interest” for more information. The HCM board of directors was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to HCM Holders that they approve the Business Combination.

Murano and HCM have incurred, and expect to incur, additional material non-recurring expenses in connection with the Business Combination and the completion of the transactions contemplated by the Business Combination Agreement and related agreements. While both HCM and Murano have assumed that a certain level of expenses would be incurred in connection with the Business Combination, there are many factors beyond their control that could affect the total amount of, or the timing of, anticipated expenses with respect to the integration and implementation of the combined businesses. Additional unanticipated costs may be incurred in the course of conducting Murano’s business after the completion of the Business Combination.

From time to time, political and public sentiment in connection with special purpose acquisition companies, such as HCM, and business combinations with special purpose acquisitions companies, has resulted, and may in the future result, in a significant amount of adverse press coverage and other adverse public statements, which may negatively and aversely effect HCM, Murano or the Business Combination. Adverse press coverage and other negative publicity, whether or not driven by political or public sentiment, may also result in investigations by regulators, legislators and law enforcement officials or ultimately in legal claims. Responding to these investigations and lawsuits, regardless of the ultimate outcome of the proceeding, can divert the time and effort of senior management from the management of HCM’s and Murano’s respective businesses. Addressing any adverse publicity, governmental scrutiny or enforcement or other legal proceedings is time consuming and expensive and, regardless of the factual basis for the assertions being made, can have a negative impact on Murano’s reputation, on the morale and performance of

Murano’s employees and on Murano’s relationships with regulators. It may also have an adverse impact on Murano’s ability to take timely advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on Murano’s and HCM’s respective businesses, financial condition and results of operations.

The Business Combination Agreement contains provisions that prohibit HCM from seeking alternative business combinations during the pendency of the Business Combination. Further, if HCM is unable to obtain the requisite approval of its shareholders, Murano may terminate the Business Combination Agreement. If the Business Combination Agreement is terminated and the HCM board of directors seeks another merger or business combination, HCM Holders cannot be certain that HCM will be able to find another acquisition target that would consummate a business combination or that such other merger or business combination will be completed prior to HCM’s deadline for completing an initial business combination.

As a result of the completion of the Business Combination, HCM Holders may become holders of PubCo Ordinary Shares listed on Nasdaq, and their rights as shareholders will be governed by Jersey law, including the provisions of the Jersey Companies Law, and PubCo’s Organizational Documents (as amended from time to time) following the Business Combination. As a result, there will be differences between the rights currently enjoyed by HCM Holders and the rights of those shareholders who become PubCo shareholders following the Business Combination. See the section entitled “ Comparison of Shareholder Rights.”

At the Effective Time, PubCo is intended to be a public limited company incorporated under the laws of Jersey. The rights of holders of PubCo Ordinary Shares are governed by Jersey law, including the provisions of the Jersey Companies Law, and by the PubCo Organizational Documents (as amended from time to time). These rights differ in certain respects from the rights of shareholders in typical U.S. corporations, and these differences may make PubCo Ordinary Shares less attractive to investors.

The U.K. City Code on Takeovers and Mergers, or the “Takeover Code,” applies, among other things, to an offer for a public limited company whose registered office is in the United Kingdom (or the Channel Islands or the Isle of Man) and whose securities are not admitted to trading on a regulated market in the United Kingdom (or the Channel Islands or the Isle of Man) if the company is considered by the Panel on Takeovers and Mergers, or the “Takeover Panel”, to have its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man). This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities and the Takeover Panel will consider the structure of the board, the functions of the directors and where they are resident. By way of example, if a majority of the members of PubCo’s Board are resident in the United Kingdom, the Channel Islands and the Isle of Man, then the “residency test” will normally be satisfied.

Because PubCo anticipates that its central management and control will be situated within the United Kingdom, PubCo envisages that the Takeover Code will apply to an offer for it. However, this may subsequently change, or the interpretation and application of the Takeover Code by the Takeover Panel may change (including changes to the way in which the Takeover Panel assesses the application of the Takeover Code to English/Jersey companies whose shares are listed outside of the United Kingdom), and the Takeover Code might not apply to PubCo in the future.

As long as PubCo has its place of central management and control in the United Kingdom (or the Channel Islands or the Isle of Man) and accordingly is subject to the Takeover Code, PubCo will be subject to a number of rules and restrictions, including but not limited to the following: (i) PubCo’s ability to enter into deal protection arrangements with a bidder would be extremely limited; (ii) PubCo might not, without the approval of its shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (iii) PubCo would be obliged to provide equality of information to all bona fide competing bidders. Additionally, the Takeover Code contains certain rules in respect of mandatory

offers. Under Rule 9 of the Takeover Code, if a person: (a) acquires an interest in PubCo Ordinary Shares which, when taken together with shares in which such person or persons acting in concert with such person are interested, carries 30% or more of the voting rights of PubCo Ordinary Shares; or (b) who, together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the company, acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Takeover Panel) to make a cash offer for the outstanding PubCo Ordinary Shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Under the Jersey Companies Law, regardless of whether PubCo is subject to the Takeover Code, an offeror for PubCo that has acquired 9/10ths in nominal value of the shares to which the offer relates may exercise statutory squeeze-out rights to compulsorily acquire the shares of the non-assenting minority. However, if an offer for PubCo is conducted by way of a court sanctioned scheme of arrangement, the threshold for the offeror obtaining 100% of PubCo Ordinary Shares to which the scheme relates comprises two components: (i) approval by a majority in number of each class of PubCo shareholders present and voting at the shareholder meeting; and (ii) approval of PubCo shareholders representing 75% or more of the voting rights of each class of PubCo shareholders present and voting at that meeting.

PubCo’s share price may be volatile and may decline regardless of its operating performance. The market price of the PubCo Ordinary Shares may fluctuate significantly in response to numerous factors and may continue to fluctuate for these and other reasons, many of which are beyond PubCo’s control, including:

The PubCo articles of association (which form a part of the PubCo Organizational Documents) could delay, defer or prevent a third party from acquiring PubCo, despite any possible benefit to PubCo’s shareholders, after closing of the transaction, or otherwise adversely affect the price of PubCo Ordinary Shares. For example, the PubCo articles of association will:

These provisions may discourage potential takeover attempts, discourage bids for PubCo Ordinary Shares at a premium over the market price or adversely affect the market price of, and the voting and other rights of the holders of, the PubCo Ordinary Shares. These provisions could also discourage proxy contests and make it more difficult for PubCo shareholders to elect directors other than the candidates nominated by the PubCo Board. See the section entitled “Description of PubCo securities” and the Post-Merger Charter in the form attached as Annex B for additional information on the anti-takeover measures that may be applicable to PubCo.

In general, either HCM or Murano may refuse to complete the Business Combination if specified types of changes or conditions, which constitute a failure of a representation or warranty to be true and correct, have a material adverse effect upon the other party between the signing date of the Business Combination Agreement and the planned Closing. However, other types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Murano or HCM, including the following events: