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 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 51.

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 $44,490,163 on September 30, 2023, and 4,079,406 Public Shares outstanding, the estimated per share redemption price would have been approximately $10.91. 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 PubCo, HCM, Murano, Dutch Murano, Dutch HoldCo, PubCo and New CayCo, a copy of which is attached hereto as Annex A and is hereby incorporated by reference into this proxy statement/prospectus and (3) the Business Combination. Capitalized terms used in this proxy statement/prospectus have the meanings set forth in the section entitled “Frequently Used Terms”.

Pursuant to the Amended & Restated Business Combination Agreement and related agreements, at the Effective Time, subject to the receipt of the HCM Shareholder Approvals and the Murano Shareholder Approvals:

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 PubCo, HCM, Murano, Dutch Murano, Dutch HoldCo, ESC, ESAGRUP, and New CayCo.

“AMResorts” means AMResorts L.P., a subsidiary of Apple Leisure Group, a luxury resort-management services, travel and hospitality group.

“Antitrust Approval” means the merger clearance and approval to be issued by COFECE in connection with the transactions contemplated hereby and in the Ancillary Agreements, or in lieu, the expiration of applicable statute of limitations under the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica) for purposes of such transactions receiving due approval after filing of the relevant merger control notice.

“Antitrust Authority” means Mexico’s Comisión Federal de Competencia Económica (“COFECE”).

“Antitrust Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence by the Antitrust Authority relating to the transactions contemplated hereby, including any additional information that may be requested during the course of the process before and by the Antitrust Authority that is required to obtain the Antitrust Approval.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby), relating to a Business Combination.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks or relevant Antitrust Authorities in New York, New York, Mexico City, Mexico, the Cayman Islands or the Bailiwick of Jersey are authorized or required by Law to close.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means PubCo and its consolidated subsidiaries after giving effect to the Business Combination.

“Combined Financial Statements” means the annual audited Combined Financial Statements of Murano Group as of December 31, 2022, 2021 and as of January 1, 2021, and for the years ended December 31, 2022 and 2021, together with the notes thereto.

“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.

“Elias Sacal Cababie” and “ESC” means Elías Sacal Cababie, an individual and the founder, Chairman and Chief Executive Officer of Murano, who following the consummation of the Business Combination will own a majority of the shares of PubCo.

“ESAGRUP” means ES Agrupación, S.A. de C.V., a Mexican corporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means the exchange agent appointed by PubCo pursuant to the terms of the Amended & Restated Business Combination Agreement.

“Extension Amendment” means an amendment to the HCM Charter to extend the date by which the SPAC must consummate the Transactions from April 25, 2023 to May 25, 2023, with the option to elect to extend the date to consummate a business combination on a monthly basis for up to eight times by an additional month each time after May 25, 2023, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to January 25, 2024, unless the closing of a business combination shall have occurred. As of the date hereof, HCM's board of directors has elected to extend such date to October 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.

“Marcos Sacal Cohen” or “MSC” means Marcos Sacal Cohen, an individual and the Chief Financial Officer of Murano and son of ESC, who following the consummation of the Business Combination will be a director and Chief Operating Officer of PubCo.

“Meeting Adjournment Proposal” means the proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.

“Merger” means the merging of New CayCo with and into HCM pursuant to the Amended & Restated Business Combination Agreement, Plan of Merger and Cayman Companies Act, with HCM surviving such merger and becoming a direct wholly-owned subsidiary of PubCo.

“Merger Shares” means such number of new PubCo Ordinary Shares that are required to be issued to each holder of HCM Ordinary Shares entitled to receive consideration pursuant to the Amended & Restated Business Combination Agreement and the Plan of Merger.

“Murano” means Murano PV, S.A. DE C.V., a Mexican corporation.

“Murano Disclosure Letter” means the disclosure letter delivered to HCM by Murano on the date of the Amended & Restated Business Combination Agreement.

“Murano Group” means the following companies combined in order to present the Combined Financial Statements under the approach of common control: Murano; Murano Management, S. A. de C. V.; Murano World, S. A. de C. V.; Inmobiliaria Insurgentes 421, S. A. de C. V.; Fideicomiso Murano 1000 CIB/3000; Operadora Hotelera GI, S. A. de C. V.; Fideicomiso Murano 2000 CIB/3001; Operadora Hotelera Grand Island II, S. A. de C. V.; Fideicomiso Murano 4000 CIB/3288; Fideicomiso Murano 6000 CIB/3109; Operadora Hotelera I421, S. A. de C. V.; Operadora Hotelera I421 Premium, S. A. de C. V.; Servicios Corporativos BVG, S. A. de C. V.; Edificaciones BVG, S. A. de C. V.

“Murano Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of the Group Companies, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent or materially impair the ability of Murano to consummate the Merger; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Murano Material Adverse Effect”: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Initial Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action required by the Business Combination Agreement, (d) any epidemic, pandemic or other disease outbreak (including COVID-19 and any COVID-19 Measures), (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (f) any failure of Murano to meet any projections or forecasts (provided that this clause (f) shall not prevent a determination that any Event not otherwise excluded from this definition of Murano Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Murano Material Adverse Effect), (g) any Events generally applicable to the industries or

markets in which the Group Companies operate, (h) the announcement of the Business Combination Agreement and consummation of the transactions contemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, landlords, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto, (it being understood that this clause (h) shall be disregarded for purposes of the representation and warranty set forth in the Business Combination Agreement and the condition to Closing with respect thereto), (i) any matter set forth on the Murano Disclosure Letter, or (j) any action taken by, or at the written request of, HCM; provided, further, that any Event referred to in clauses (a), (b), (d), (e), (f), or (g) above may be taken into account in determining if a Murano Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the Group Companies, taken as a whole, relative to similarly situated companies in the industry or geography in which the Group Companies conduct their respective operations.

“Murano Ordinary Shares” means the Murano’s shares, with a par value of Ps.$1.00 per share representing the entire issued share capital of the Murano.

“Murano Organizational Documents” means the memorandum and articles of association of the Murano, as amended, modified or supplemented from time to time.

“Murano Parties” means New CayCo, Murano, Dutch Murano, PubCo, Dutch HoldCo, and Seller.

“Murano Shareholder Approval” means the approval of the Amended & Restated Business Combination Agreement and the transactions contemplated thereby by the shareholders of the PubCo, New CayCo, and Murano, including the Merger and the Reorganization, in accordance with the terms and subject to the conditions of the Murano Organizational Documents and applicable Law.

“Murano Shareholders” means the holders of all of the PubCo Ordinary Shares and all other shares being Equity Interest as of immediately prior to the Exchange Effective Time.

“Murano Subsidiaries” means, with respect to Murano, a corporation, trust, company, or other entity of which more than 50% of the voting power of the equity securities, participation interests or equity interests is owned or controlled, directly or indirectly, by such Person, specifically including the Persons set forth on the Murano Disclosure Schedule.

“New CayCo” means Murano Global Cayman, a Cayman Islands exempted company incorporated with limited liability which is a direct wholly-owned subsidiary of PubCo.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Owned Real Property” means all real property owned, directly or indirectly, by any Group Company, described in Section 4.20 of the Murano Disclosure Letter, together with all buildings, improvements and fixtures located thereon.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Peso” or “MXN” means pesos, the legal currency of Mexico.

“Plan of Merger” means the plan of merger in respect of the Merger, required pursuant to the Cayman Companies Act entered into after the date hereof and prior to Closing in a form to be agreed between the parties thereto.

“Post-Merger Charter” means the post-Merger amended and restated memorandum and articles of association to be adopted by the Surviving Company and which shall take effect from the Effective Time.

“Private Placement Warrant” means a warrant to purchase one HCM Class A Ordinary Share at an exercise price of $11.50 issued to the Sponsor or its designees.

“PubCo” means Murano Global Investments Limited, a company incorporated under the laws of the Bailiwick of Jersey (with registered number 149873).

“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:

Upon completion of an initial business combination, PubCo will be committed to pay Cantor Fitzgerald an amount equal to $3.0 million, in the aggregate, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. In addition, HCM separately incurred and paid approximately $5.0 million, of underwriting fees upon the closing of its IPO, for aggregate fees of $8.0 million. The following table illustrates the effective fees payable to Cantor Fitzgerald on a percentage basis for HCM Class A Ordinary Shares at each redemption level identified below.

The level of redemptions will also impact the effective fees incurred in connection with the IPO and payable to Cantor Fitzgerald upon the completion of the business combination on a per public share basis. Assuming no exercise of HCM public warrants, in the no redemption scenario, the effective fees payable to Cantor Fitzgerald would be approximately $1.96 per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per public share). In the 50% redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $3.92 per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per share). In the maximum redemptions scenario, the effective fees payable to Cantor Fitzgerald would be approximately $     per public share on a pro forma basis (or     % of the value of shares assuming a trading price of $10.   per share).

Although Cantor Fitzgerald has waived $12,125,000 in aggregate deferred underwriting commissions, we note that Cantor Fitzgerald has not sent, and does not anticipate sending, any notice about ceasing involvement with the Business Combination.

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 June 30, 2023, and the statement of operations data for the six months ended June 30, 2023 and 2022, are derived from HCM’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

HCM’s balance sheet data as of December 31, 2022 and 2021, and statement of operations data for year ended December 31, 2022 and the period from February 5, 2021 (inception), through December 31, 2022, are derived from HCM’s audited financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with HCM’s financial statements and related notes and the section entitled “HCM Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. HCM's financial statements are prepared and presented in accordance with U.S. GAAP.

The following table contains selected historical financial and other data of Murano Group as of June 30, 2023, December 31, 2022, 2021 and January 1, 2021 and for the six months ended June 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021 and such data have been derived from the Murano Group’s Combined Financial Statements included elsewhere in this proxy statement/prospectus. The information below is only a summary and should be read in conjunction with the section set forth under the section entitled “Murano Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Murano’s Combined Financial Statements included elsewhere in this proxy statement/prospectus. Our historical results are not necessarily indicative of the results to be expected for any other period in the future.

Murano Group’s 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: