Financial Position - As of June 30, 2023, total assets amounted to $19,364,203,757, with total current assets at $334,054,275 and total non-current assets at $19,030,149,482[24]. - Total current liabilities were reported at $3,940,346,398, while total non-current liabilities reached $7,013,873,839, resulting in total liabilities of $10,954,220,237[26]. - The equity of the company stood at $8,409,983,520, which includes common stock valued at $2,958,456,458 and accumulated losses of $(3,537,549,796)[26]. Shareholder Information - As of March 21, 2024, the company had 79,242,873 ordinary shares outstanding, with Elias Sacal Cababie holding 87.2% of the shares[46]. - The company has a significant concentration of ownership, with the top two shareholders holding a combined 98.2% of the ordinary shares[46]. Company Structure and Governance - The company was incorporated on July 27, 2023, and transitioned to a public limited company on March 1, 2024[29]. - The principal executive office of the company is located at 25 Berkeley Square, London W1J 6HN[29]. - The independent registered public accounting firm for the company is KPMG Cárdenas Dosál, S.C.[22]. - The Chief Financial Officer, David Galan, has signed the report, reflecting corporate governance and accountability[81]. Financial Reporting and Compliance - The company is subject to certain informational filing requirements of the Exchange Act as a foreign private issuer[31]. - Murano's audited combined financial statements for the years ended December 31, 2021 and 2022 are incorporated by reference, showing significant financial performance[73]. - Unaudited interim condensed combined financial statements for the six months ended June 30, 2023, indicate a comparison with the same period in 2022[73]. - The company is subject to the informational filing requirements of the Exchange Act as a foreign private issuer, impacting its reporting frequency[65]. - Murano's financial statements are audited by an independent accounting firm, ensuring compliance and accuracy in financial reporting[73]. - The registrant confirms compliance with all requirements for filing on Form 20-F, indicating adherence to regulatory standards[80]. Market Presence - The company’s ordinary shares and warrants are listed on Nasdaq under the symbols "MRNO" and "MRNOW" respectively[52]. - Murano's ordinary shares and warrants are quoted on Nasdaq, providing liquidity and market visibility[66]. - The company maintains a website for additional information, although it is not incorporated into the official reports[66]. Financial Agreements and Partnerships - The company has entered into various loan agreements, including a U.S. dollar-denominated syndicated secured mortgage loan agreement dated October 4, 2019[76]. - The company has executed a third amendment to a peso-denominated loan agreement with Banco Nacional de Comercio Exterior, dated December 11, 2023[78]. - A memorandum of understanding was established on March 30, 2023, involving multiple hotel operators, indicating potential collaboration or strategic partnerships[78]. - The company has made several amendments to counter guarantees, with the latest being executed on August 22, 2023, suggesting ongoing financial restructuring or support mechanisms[78]. - The company has undergone business combination agreements, indicating strategic growth initiatives and potential market expansion[76]. Financial Projections - The unaudited pro forma condensed combined financial statements of Murano are attached as Exhibit 15.1, providing insights into financial projections[75].

Business Combination and Corporate Structure - On March 20, 2024, Murano completed a business combination with HCM Acquisition Corp, resulting in 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of the closing date[116][117]. - Murano converted from a private limited company to a public limited company on March 1, 2024, and merged with HCM[221]. - As a result of the Business Combination, there were 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024[222]. - The Business Combination was accounted for as a capital reorganization with no recognition of goodwill or intangible assets[222]. - Murano Group issued six promissory notes totaling Ps.$900,002,000 as part of the corporate reorganization[230]. Hotel Operations and Development - The company operates three hotels: Andaz Hotel (217 rooms), Mondrian Hotel (183 rooms), and Vivid Hotel (400 rooms), with the latter commencing operations in April 2024[121][122]. - The Dreams Hotel, currently under completion, is expected to have 616 rooms and commence operations in Q3 2024[122]. - The GIC II Hotel is planned to have 2,000 rooms with an estimated development cost of approximately $500 million[123]. - The Resort Property in Baja Development Project is expected to have 371 rooms, with an estimated development cost of $120 million[123]. - The Baja Park Development Project in Ensenada will consist of 363,262 sqm of retail space, currently under evaluation[124]. - The GIC I Hotel is expected to feature 1,016 rooms, with a market value of U.S.$540.3 million as of December 31, 2023[156]. - The GIC Complex, once fully developed, is expected to have a total of 3,016 five-star upper scale rooms in Cancun[220]. Market and Economic Conditions - Mexico ranked second among the world's most visited countries in 2020, with a strong recovery expected in the lodging industry post-COVID-19[129]. - Mexico remains the most visited destination in Latin America and the 6th most visited country in the world by international tourists[150]. - The company believes there is significant market opportunity in Mexico City and Cancun, with Cancun being the top Caribbean destination[126]. - International arrivals to Mexico increased by 10.1% against 2022, standing just 6.3% below pre-pandemic levels[149]. - The travel and leisure sector represented 8.5% of Mexico's GDP as of 2022[149]. - An additional 53% of new room supply is expected to be developed in Cancun and Mexico City in 2024[152]. Financial Performance - Revenue for the year ended December 31, 2023, amounted to Ps.$286.7 million, an increase of Ps.$280.3 million or 4,357.3% from Ps.$6.4 million in 2022[241]. - Net profit for the period ended December 31, 2023, was Ps.$57.8 million, a decrease from Ps.$244.4 million in 2022[242]. - EBITDA for the year ended December 31, 2023, was Ps.$444.9 million, a decrease of 21.0% from Ps.$563.4 million in 2022[248]. - The occupancy rate for the Mondrian Hotel was 36.7% for the year ended December 31, 2023, while the Andaz Hotel had an occupancy rate of 28.3%[251]. - The company expects total remaining development costs for projects to be approximately US$620.0 million, indicating potential future capital needs[253]. Debt and Financing - Total debt as of December 31, 2023, was Ps.$6,903.0 million (US$408.6 million), with additional indebtedness of Ps.$798.4 million (US$47.2 million) incurred since then[253]. - The GIC I Loan has an outstanding principal amount of Ps.$3,882.3 million (U.S.$229.8 million) as of December 31, 2023, with an interest rate of 9.33%[1]. - The GIC I Trust must maintain a debt service coverage ratio of at least 1.40 times while amounts remain outstanding under the GIC I Loan[2]. - The GIC I Trust is required to maintain a minimum ratio of 2.22 times based on a maximum loan-to-value (LTV) of 45% considering the value of the GIC I Hotel[2]. - The GIC I Loan includes a debt service reserve amount equal to three months of interest and principal during the loan term[2]. Corporate Governance and Management - The company’s board of directors consists of seven members, with diverse backgrounds in finance, real estate, and management, enhancing its strategic oversight capabilities[276]. - The company’s Chief Financial Officer, David James Galan, joined in September 2023, bringing over 20 years of experience in preparing companies for public markets and fundraising[276]. - Murano is classified as a "controlled company" under Nasdaq rules, with more than 50% of voting power held by Elias Sacal Cababie[285]. - The Audit Committee consists of independent directors who oversee financial reporting and compliance with legal requirements[287]. - The company intends to maintain compliance with corporate governance requirements under the Sarbanes-Oxley Act and Nasdaq rules[284]. Employee and Compensation - The company has approximately 350 employees at the Insurgentes 421 Hotel Complex as of the reporting date[241]. - Employee benefits for the year ended December 31, 2023, were Ps.$158.8 million, an increase of Ps.$104.9 million or 194.3% from Ps.$53.9 million in 2022[241]. - Marcos Sacal Cohen, the Chief Operating Officer, received a base salary of Ps.$13,185,131 in 2023, down from Ps.$17,133,989 in 2022, indicating a decrease of approximately 23.5%[280]. Tax and Regulatory Considerations - PubCo intends to maintain International Services Entity (ISE) status, which exempts it from Goods and Services Tax (GST) in Jersey[311]. - No stamp duty is levied on the transfer of shares, but a sliding scale stamp duty of up to 0.75% applies to estates requiring probate[313]. - U.S. holders of Murano Ordinary Shares will generally be taxed on dividends as ordinary income, with potential eligibility for reduced rates under certain conditions[316]. - The highest rate of corporate tax in the UK is at least 10%, which may affect PubCo's tax obligations[310].