Group 1 - U.S. stock futures are higher, with Dow futures gaining approximately 0.2% [1] - Lovesac Co reported a quarterly loss of 45 cents per share, which was better than the analyst consensus estimate of 71 cents loss per share [1] - Lovesac's quarterly sales reached $160.530 million, exceeding the analyst consensus estimate of $160.229 million [1] Group 2 - Lovesac reduced its FY2026 GAAP EPS guidance from a range of $0.80-$1.36 to $0.52-$1.05 [2] - Lovesac shares fell 13% to $18.05 in pre-market trading following the guidance cut [2] Group 3 - Avidity Biosciences, Inc. experienced a 20.1% decline to $37.08 after announcing a $500 million common stock offering [4] - Veritone, Inc. dropped 18.7% to $2.96 due to the pricing of a $25 million public offering [4] - Lesaka Technologies Inc saw a 15.8% decrease to $3.98 following its fourth-quarter results [4] - Murano Global Investments Plc fell 14.8% to $3.50 after a previous 18% drop [4] - QMMM Holdings Ltd decreased 13.2% to $95.01 after a 47% decline on Wednesday [4] - CI&T Inc. fell 9.8% to $4.53 after a 3% decline on Wednesday [4] - Enovix Corp dropped 7.1% to $8.50 after announcing a $300 million convertible notes offering [4] - KT Corp fell 4% to $18.95 in pre-market trading [4]

Core Strategy Enhancement - Murano Global Investments PLC is enhancing its corporate strategy by building a Bitcoin Treasury while continuing its core operations in real estate and hospitality in Mexico [1][4] - The initiative aims to release long-term capital tied up in real estate development to improve capital efficiency and liquidity [2][5] Bitcoin Treasury Initiative - The company has purchased 21 Bitcoins as part of its BTC Treasury initiative and joined the "Bitcoin for Corporations" alliance as a Chairman's Circle Member [2][4] - The founder and CEO, Elias Sacal, emphasized Bitcoin's potential as a transformative asset that can strengthen the balance sheet against inflation and systemic risks [2][4] Operational Initiatives - Murano is exploring new operational initiatives, including accepting Bitcoin as a payment method and implementing Bitcoin reward programs in its hospitality operations [6] - The company is considering opportunistic sale-leaseback transactions to increase liquidity and fund additional Bitcoin investments [6] Capital Markets Activity - Murano has entered into a Standby Equity Purchase Agreement (SEPA) of up to $500 million with Yorkville, with proceeds expected to be used primarily for Bitcoin investments [6][7] - The company aims to expand its Bitcoin portfolio over time to create a substantial holding [6] Real Estate Portfolio - Murano has deployed over $2 billion in total capitalization for real estate projects, including hotels and resorts in Mexico [7] - The portfolio includes notable properties such as Hotel Andaz and Hotel Mondrian, alongside ongoing projects like Grand Island I hotel [7]

Financial Performance - Revenue for the three-month period ended March 31, 2025, was $320,737,233, a significant increase from $107,105,009 in the same period of 2024, representing a growth of approximately 199%[5] - Net loss for the period was $317,142,490, compared to a net loss of $147,848,271 in the same period of 2024, indicating an increase in losses of approximately 114%[5] - Total comprehensive loss for the period was $317,142,490, compared to $147,848,271 in the prior year, marking an increase of approximately 114%[5] - For the three-month period ended March 31, 2025, the loss before income taxes was $358,985,554, compared to a loss of $145,223,980 in the same period of 2024, indicating a significant increase in losses[9] - Room rentals generated $116,097,764 in revenue for the three-month period ended March 31, 2025, compared to $71,164,213 in 2024, reflecting a growth of 63%[78] - Food and beverage revenue increased to $37,221,008 in 2025 from $30,881,856 in 2024, marking a growth of 20%[78] - Other income decreased to $6,762,725 in 2025 from $12,867,697 in 2024, a decline of 47%[80] Assets and Liabilities - Total current assets decreased to $1,012,244,245 as of March 31, 2025, down from $1,478,230,300 at the end of 2024, reflecting a decline of about 31.5%[3] - Total liabilities as of March 31, 2025, were $16,351,425,799, slightly down from $16,436,834,802 at the end of 2024, a decrease of about 0.5%[3] - Current liabilities decreased to $4,095,357,635 as of March 31, 2025, from $4,212,229,986 at the end of 2024, a reduction of about 2.8%[3] - Total stockholders' equity decreased to $5,096,280,157 as of March 31, 2025, down from $5,413,422,647 at the end of 2024, a decline of approximately 5.8%[3] - The accumulated deficit increased to $(4,150,810,971) as of March 31, 2025, compared to $(3,833,668,481) at the end of 2024, reflecting a worsening of approximately 8.3%[3] - As of March 31, 2025, total debt amounted to $11,080,643,508, slightly down from $11,174,200,426 as of December 31, 2024[74] Expenses - Employee benefits expenses rose to $103,532,990 for the three-month period ended March 31, 2025, compared to $64,281,994 in the same period of 2024, an increase of about 61%[5] - Direct and selling, general and administrative expenses totaled $390,784,859 for the three-month period ended March 31, 2025, compared to $272,143,322 in the same period of 2024, an increase of about 43.5%[5] Cash Flow and Financing - Net cash flows from operating activities were $25,499,284 for Q1 2025, a recovery from a net cash outflow of $89,715,267 in Q1 2024[9] - The company reported cash and cash equivalents at the end of the period of $470,575,639, down from $969,455,648 at the beginning of the period[9] - The outstanding loan amount with Bancomext as of March 31, 2025, was $2,029.1 million, classified as a current liability due to a covenant breach[32] - The Group incurred significant debt primarily to fund operating expenses and construction projects, leading to total current liabilities exceeding total current assets as of March 31, 2025[31] - The Group has engaged professional advisors for a debt restructuring plan to mitigate risks of future covenant breaches[33] - The Group's long-term debt, excluding current installments, was $7,654,508,652 as of March 31, 2025[74] Development Projects - The GIC Complex is expected to incorporate around 1,016 rooms and approximately 1,254 condominiums, with the first phase including a 400-room "Vivid" hotel that began operations on April 1, 2024[13] - The "Dreams" hotel, part of the GIC Complex, is expected to commence operations in Q4 2025, following a delay to enhance property standards[13] - The company is developing a cruise port with a capacity of 2 million passengers per year, having signed an MOU with a major global cruise line operator[16] - The initial plan for the Bajamar project has been modified, with construction expected to begin once financing is secured[14] - The total expected investment for the GIC I hotel complex under construction in Cancun is $3,200,000,000, with construction costs incurred of $141,748,140 for the period ended March 31, 2025[52] - Construction costs for GIC II, a new development in Cancun, were $6,427,616 for the period ended March 31, 2025[53] Debt Restructuring and Covenants - The Group is actively discussing with lenders to obtain waivers for covenant breaches related to the Dreams Hotel, which is required to be operational by June 1, 2025[83] - The Group has engaged professional advisors for a potential restructuring of the Senior Secured Notes to address future covenant breaches[86] - On June 18, 2025, Bancomext approved the restructuring of the Insurgentes 421 Loan, which will help cure covenant breaches with the lender[86] - NAFIN waived certain covenant breaches, extending deadlines for construction and financial reporting until December 31, 2025[86] Tax and Regulatory - The effective income tax rate is 30% as per Mexican tax law, with changes attributed to temporary differences in asset balances[81]

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].