[F-1] Murano Global Investments PLC Warrants Foreign Issuer IPO Registration
Filing Impact
Filing Sentiment
Form Type
F-1
Rhea-AI Filing Summary
Murano Global Investments PLC (MRNOW) has filed a Form F-1 registration statement covering the issuance of warrants. The excerpt supplied is predominately a list of XBRL dimension members (e.g., retained earnings, ordinary shares, various trust and subsidiary entities) with effective dates, but it does not include narrative disclosure, financial statements, share counts, warrant terms, offer size, or valuation metrics. As such, the document confirms only that the company is pursuing an IPO-related registration of warrants as a foreign private issuer. No quantitative data—such as proceeds, exercise price, capitalization table, or historical results—are provided in the extract, and therefore no assessment of financial condition, dilution, or valuation impact can be made from the information presented.
Investors should consult the complete F-1 prospectus once available for material details on offer structure, use of proceeds, risk factors, and audited financials. The current excerpt serves primarily as an index of tagging elements and entity identifiers required for EDGAR/XBRL compliance rather than substantive disclosure.
Murano Global Investments PLC (MRNOW) ha depositato una dichiarazione di registrazione Form F-1 relativa all'emissione di warrant. L'estratto fornito è principalmente un elenco di membri di dimensioni XBRL (ad esempio, utili trattenuti, azioni ordinarie, varie entità fiduciarie e controllate) con date di efficacia, ma non include una descrizione narrativa, bilanci, conteggi azionari, termini dei warrant, dimensione dell'offerta o metriche di valutazione. Di conseguenza, il documento conferma solo che la società sta perseguendo una registrazione di warrant correlata all'IPO come emittente privata estera. Non sono forniti dati quantitativi—come proventi, prezzo di esercizio, tabella di capitalizzazione o risultati storici—nell'estratto, e quindi non è possibile effettuare una valutazione della condizione finanziaria, della diluizione o dell'impatto sulla valutazione basandosi sulle informazioni presentate.
Gli investitori dovrebbero consultare il prospetto completo F-1 non appena disponibile per dettagli rilevanti sulla struttura dell'offerta, l'uso dei proventi, i fattori di rischio e i bilanci revisionati. L'estratto attuale serve principalmente come indice di elementi di tagging e identificatori di entità richiesti per la conformità EDGAR/XBRL piuttosto che come divulgazione sostanziale.
Murano Global Investments PLC (MRNOW) ha presentado una declaración de registro Formulario F-1 que cubre la emisión de warrants. El extracto proporcionado es predominantemente una lista de miembros de dimensiones XBRL (por ejemplo, ganancias retenidas, acciones ordinarias, diversas entidades fiduciarias y subsidiarias) con fechas efectivas, pero no incluye divulgación narrativa, estados financieros, conteos de acciones, términos de los warrants, tamaño de la oferta ni métricas de valoración. Por lo tanto, el documento solo confirma que la compañía está buscando una registración relacionada con la IPO de warrants como emisor privado extranjero. No se proporcionan datos cuantitativos—como ingresos, precio de ejercicio, tabla de capitalización o resultados históricos—en el extracto, y por lo tanto no se puede realizar una evaluación de la condición financiera, dilución o impacto en la valoración con la información presentada.
Los inversores deben consultar el prospecto completo F-1 una vez disponible para obtener detalles materiales sobre la estructura de la oferta, uso de los ingresos, factores de riesgo y estados financieros auditados. El extracto actual sirve principalmente como un índice de elementos de etiquetado e identificadores de entidades requeridos para el cumplimiento de EDGAR/XBRL, más que como una divulgación sustantiva.
Murano Global Investments PLC (MRNOW)는 워런트 발행을 포함하는 Form F-1 등록 서류를 제출했습니다. 제공된 발췌문은 주로 XBRL 차원 멤버 목록(예: 이익잉여금, 보통주, 다양한 신탁 및 자회사)과 유효일로 구성되어 있으나, 서술형 공시, 재무제표, 주식 수, 워런트 조건, 공모 규모 또는 평가 지표는 포함되어 있지 않습니다. 따라서 이 문서는 회사가 외국 사모 발행인으로서 IPO 관련 워런트 등록 절차를 진행 중임을 확인시켜 줍니다. 수익, 행사 가격, 자본 구조표, 과거 실적 등 정량적 데이터는 제공되지 않으며, 이에 따라 제공된 정보만으로는 재무 상태, 희석 효과 또는 평가 영향에 대한 평가를 할 수 없습니다.
투자자는 공모 구조, 자금 사용, 위험 요소 및 감사된 재무제표에 대한 중요한 세부사항을 확인하기 위해 완전한 F-1 안내서를 이용 가능할 때 반드시 참고해야 합니다. 현재 발췌문은 EDGAR/XBRL 준수를 위한 태그 요소 및 법인 식별자 목록으로서, 실질적인 공시 목적보다는 인덱스 역할을 합니다.
Murano Global Investments PLC (MRNOW) a déposé une déclaration d'enregistrement Formulaire F-1 couvrant l'émission de bons de souscription (warrants). L'extrait fourni est principalement une liste de membres de dimensions XBRL (par exemple, bénéfices non répartis, actions ordinaires, diverses entités fiduciaires et filiales) avec des dates d'effet, mais il n'inclut pas de divulgation narrative, états financiers, nombre d'actions, conditions des warrants, taille de l'offre ou indicateurs de valorisation. Ainsi, le document confirme uniquement que la société poursuit un enregistrement lié à une introduction en bourse (IPO) pour des warrants en tant qu'émetteur privé étranger. Aucune donnée quantitative—telles que les produits, prix d'exercice, tableau de capitalisation ou résultats historiques—n'est fournie dans l'extrait, et par conséquent aucune évaluation de la situation financière, de la dilution ou de l'impact sur la valorisation ne peut être réalisée à partir des informations présentées.
Les investisseurs doivent consulter le prospectus complet F-1 dès sa disponibilité pour obtenir des détails importants sur la structure de l'offre, l'utilisation des fonds, les facteurs de risque et les états financiers audités. L'extrait actuel sert principalement d'index des éléments de balisage et des identifiants d'entités requis pour la conformité EDGAR/XBRL plutôt que de divulgation substantielle.
Murano Global Investments PLC (MRNOW) hat eine Form F-1-Registrierungserklärung eingereicht, die die Ausgabe von Warrants umfasst. Der bereitgestellte Auszug ist überwiegend eine Liste von XBRL-Dimensionselementen (z. B. Gewinnrücklagen, Stammaktien, verschiedene Treuhand- und Tochtergesellschaften) mit Wirksamkeitsdaten, enthält jedoch keine narrative Offenlegung, Finanzberichte, Aktienzahlen, Bedingungen der Warrants, Angebotsgröße oder Bewertungskennzahlen. Somit bestätigt das Dokument lediglich, dass das Unternehmen eine IPO-bezogene Registrierung von Warrants als ausländischer Privatemittent anstrebt. Es werden keine quantitativen Daten—wie Erlöse, Ausübungspreis, Kapitalisierungstabelle oder historische Ergebnisse—im Auszug bereitgestellt, weshalb keine Beurteilung der finanziellen Lage, Verwässerung oder Bewertungsauswirkungen anhand der vorliegenden Informationen möglich ist.
Investoren sollten den vollständigen F-1-Prospekt konsultieren, sobald dieser verfügbar ist, um wesentliche Details zur Angebotsstruktur, Mittelverwendung, Risikofaktoren und geprüften Finanzdaten zu erhalten. Der aktuelle Auszug dient hauptsächlich als Index von Tagging-Elementen und Entitätskennungen, die für die EDGAR/XBRL-Konformität erforderlich sind, und nicht als substanzielle Offenlegung.
Positive
- None.
Negative
- None.
Insights
TL;DR No financial metrics disclosed; filing merely signals warrant registration—impact indeterminate.
The data set is an XBRL tag dump lacking offer specifics, revenues, or balance-sheet figures. While an F-1 filing generally precedes an IPO and can be market-moving, the absence of quantitative terms means investors cannot gauge dilution, valuation, or capital raised. The filing therefore carries neutral immediate impact until fuller details emerge.
Murano Global Investments PLC (MRNOW) ha depositato una dichiarazione di registrazione Form F-1 relativa all'emissione di warrant. L'estratto fornito è principalmente un elenco di membri di dimensioni XBRL (ad esempio, utili trattenuti, azioni ordinarie, varie entità fiduciarie e controllate) con date di efficacia, ma non include una descrizione narrativa, bilanci, conteggi azionari, termini dei warrant, dimensione dell'offerta o metriche di valutazione. Di conseguenza, il documento conferma solo che la società sta perseguendo una registrazione di warrant correlata all'IPO come emittente privata estera. Non sono forniti dati quantitativi—come proventi, prezzo di esercizio, tabella di capitalizzazione o risultati storici—nell'estratto, e quindi non è possibile effettuare una valutazione della condizione finanziaria, della diluizione o dell'impatto sulla valutazione basandosi sulle informazioni presentate.
Gli investitori dovrebbero consultare il prospetto completo F-1 non appena disponibile per dettagli rilevanti sulla struttura dell'offerta, l'uso dei proventi, i fattori di rischio e i bilanci revisionati. L'estratto attuale serve principalmente come indice di elementi di tagging e identificatori di entità richiesti per la conformità EDGAR/XBRL piuttosto che come divulgazione sostanziale.
Murano Global Investments PLC (MRNOW) ha presentado una declaración de registro Formulario F-1 que cubre la emisión de warrants. El extracto proporcionado es predominantemente una lista de miembros de dimensiones XBRL (por ejemplo, ganancias retenidas, acciones ordinarias, diversas entidades fiduciarias y subsidiarias) con fechas efectivas, pero no incluye divulgación narrativa, estados financieros, conteos de acciones, términos de los warrants, tamaño de la oferta ni métricas de valoración. Por lo tanto, el documento solo confirma que la compañía está buscando una registración relacionada con la IPO de warrants como emisor privado extranjero. No se proporcionan datos cuantitativos—como ingresos, precio de ejercicio, tabla de capitalización o resultados históricos—en el extracto, y por lo tanto no se puede realizar una evaluación de la condición financiera, dilución o impacto en la valoración con la información presentada.
Los inversores deben consultar el prospecto completo F-1 una vez disponible para obtener detalles materiales sobre la estructura de la oferta, uso de los ingresos, factores de riesgo y estados financieros auditados. El extracto actual sirve principalmente como un índice de elementos de etiquetado e identificadores de entidades requeridos para el cumplimiento de EDGAR/XBRL, más que como una divulgación sustantiva.
Murano Global Investments PLC (MRNOW)는 워런트 발행을 포함하는 Form F-1 등록 서류를 제출했습니다. 제공된 발췌문은 주로 XBRL 차원 멤버 목록(예: 이익잉여금, 보통주, 다양한 신탁 및 자회사)과 유효일로 구성되어 있으나, 서술형 공시, 재무제표, 주식 수, 워런트 조건, 공모 규모 또는 평가 지표는 포함되어 있지 않습니다. 따라서 이 문서는 회사가 외국 사모 발행인으로서 IPO 관련 워런트 등록 절차를 진행 중임을 확인시켜 줍니다. 수익, 행사 가격, 자본 구조표, 과거 실적 등 정량적 데이터는 제공되지 않으며, 이에 따라 제공된 정보만으로는 재무 상태, 희석 효과 또는 평가 영향에 대한 평가를 할 수 없습니다.
투자자는 공모 구조, 자금 사용, 위험 요소 및 감사된 재무제표에 대한 중요한 세부사항을 확인하기 위해 완전한 F-1 안내서를 이용 가능할 때 반드시 참고해야 합니다. 현재 발췌문은 EDGAR/XBRL 준수를 위한 태그 요소 및 법인 식별자 목록으로서, 실질적인 공시 목적보다는 인덱스 역할을 합니다.
Murano Global Investments PLC (MRNOW) a déposé une déclaration d'enregistrement Formulaire F-1 couvrant l'émission de bons de souscription (warrants). L'extrait fourni est principalement une liste de membres de dimensions XBRL (par exemple, bénéfices non répartis, actions ordinaires, diverses entités fiduciaires et filiales) avec des dates d'effet, mais il n'inclut pas de divulgation narrative, états financiers, nombre d'actions, conditions des warrants, taille de l'offre ou indicateurs de valorisation. Ainsi, le document confirme uniquement que la société poursuit un enregistrement lié à une introduction en bourse (IPO) pour des warrants en tant qu'émetteur privé étranger. Aucune donnée quantitative—telles que les produits, prix d'exercice, tableau de capitalisation ou résultats historiques—n'est fournie dans l'extrait, et par conséquent aucune évaluation de la situation financière, de la dilution ou de l'impact sur la valorisation ne peut être réalisée à partir des informations présentées.
Les investisseurs doivent consulter le prospectus complet F-1 dès sa disponibilité pour obtenir des détails importants sur la structure de l'offre, l'utilisation des fonds, les facteurs de risque et les états financiers audités. L'extrait actuel sert principalement d'index des éléments de balisage et des identifiants d'entités requis pour la conformité EDGAR/XBRL plutôt que de divulgation substantielle.
Murano Global Investments PLC (MRNOW) hat eine Form F-1-Registrierungserklärung eingereicht, die die Ausgabe von Warrants umfasst. Der bereitgestellte Auszug ist überwiegend eine Liste von XBRL-Dimensionselementen (z. B. Gewinnrücklagen, Stammaktien, verschiedene Treuhand- und Tochtergesellschaften) mit Wirksamkeitsdaten, enthält jedoch keine narrative Offenlegung, Finanzberichte, Aktienzahlen, Bedingungen der Warrants, Angebotsgröße oder Bewertungskennzahlen. Somit bestätigt das Dokument lediglich, dass das Unternehmen eine IPO-bezogene Registrierung von Warrants als ausländischer Privatemittent anstrebt. Es werden keine quantitativen Daten—wie Erlöse, Ausübungspreis, Kapitalisierungstabelle oder historische Ergebnisse—im Auszug bereitgestellt, weshalb keine Beurteilung der finanziellen Lage, Verwässerung oder Bewertungsauswirkungen anhand der vorliegenden Informationen möglich ist.
Investoren sollten den vollständigen F-1-Prospekt konsultieren, sobald dieser verfügbar ist, um wesentliche Details zur Angebotsstruktur, Mittelverwendung, Risikofaktoren und geprüften Finanzdaten zu erhalten. Der aktuelle Auszug dient hauptsächlich als Index von Tagging-Elementen und Entitätskennungen, die für die EDGAR/XBRL-Konformität erforderlich sind, und nicht als substanzielle Offenlegung.
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As filed with the Securities and Exchange Commission on June 23, 2025.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
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Bailiwick of Jersey
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7000
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
David Galan (CFO)
(+44 207 1676440) dgalan@murano.com.mx
25 Berkeley Square, London W1J 6HN, United Kingdom
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Hugo Triaca
Clifford Chance US LLP
Two Manhattan West
375 9th Avenue
New York, New York 10001
(212) 878-8000
Approximate date of commencement of proposed
sale to the public: as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of
the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to
any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF CONTENTS
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated June 23, 2025.
Preliminary Prospectus
Murano Global Investments PLC
129,765,157 Ordinary Shares
This prospectus relates to the offer and sale, from time to
time, of 129,765,157 ordinary shares of Murano Global Investments PLC (“Murano Global Investments”), a public company incorporated under the laws of the Bailiwick of Jersey (“we”, “us”, the “Company”, “Murano Group” or “Murano”), no par value
(“ordinary shares”) by the selling securityholders named herein (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest, of an aggregate of 129,765,157 ordinary shares of Murano, comprising (i) an
aggregate of 8,737,500 ordinary shares issued in connection with the business combination (the “Business Combination”) to HCM Investor Holdings, LLC, a Delaware limited liability company (“HCM Holdings”), (ii) an aggregate of 75,000 ordinary
shares issued in connection with the Business Combination to directors of HCM Acquisition Corp., a Cayman Islands exempted company that was renamed “Murano Global Hospitality Corp” following the completion of the Business Combination ( “HCM”, or
“SPAC”), (iii) an aggregate of 69,100,000 ordinary shares issued in connection with the Business Combination to Elias Sacal Cababie (“ESC”), Chairman and Chief Executive Officer of Murano, and (iv) an aggregate of 51,852,657 ordinary shares that
we may issue from time to time, in one or more transactions in amounts, at prices, and on terms that will be determined at the time these securities are offered pursuant to the Standby Equity Purchase Agreement, dated June 11, 2025 (the “SEPA”),
we have entered into with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) pursuant to which we have the right, but not the obligation, to sell and issue to Yorkville from time to time during the three-year period following
the execution date of the SEPA, the ordinary shares in accordance with the terms of the SEPA (the “Advance Shares”). As consideration for Yorkville’s irrevocable commitment to purchase ordinary shares at our election and in our discretion from
time to time after the date of the SEPA and prior to the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in the SEPA, we have issued to Yorkville 253,070 ordinary shares pursuant to the
terms of the SEPA (the “Commitment Shares”). As of the date of this prospectus, we have not issued any ordinary shares to Yorkville other than the Commitment Shares. For the purposes of this prospectus, we are registering for resale a total of
51,852,657 ordinary shares in connection with the SEPA, consisting of the Commitment Shares and 51,599,587 ordinary shares that we may elect, in our sole discretion, to issue and sell to Yorkville from time to time under the SEPA, at an assumed
offering price of $9.69 per ordinary share, which was the closing price of the ordinary shares on the Nasdaq Stock Market LLC (“Nasdaq”) on June 18, 2025.
We are registering the offer and sale of certain of these
securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailing market prices or at
privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may
sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other means as described in the section entitled “Plan of Distribution” herein. In connection with any sales of securities
offered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
Yorkville is an “underwriter” within the meaning of
Section 2(a)(11) of the Securities Act.
The market price of our ordinary shares could decline if the
Selling Securityholders sell a significant portion of our ordinary shares or are perceived by the market as intending to sell them. See “Risk Factors” in this prospectus.
We will not receive any proceeds from the sale of any securities
by any of the other Selling Securityholders. However, we may receive up to U.S.$485,000,000 million in aggregate gross proceeds from sales of the Advance Shares.
The Selling Securityholders together are offering an aggregate
of 129,765,157 ordinary shares, representing approximately 164% of our outstanding ordinary shares as of June 18, 2025. The number of ordinary shares that are being registered for resale will constitute approximately 98 times the number of
ordinary shares held by persons other than the Selling Securityholders and our affiliates. Accordingly, the ordinary shares being registered for resale on the registration statement of which this prospectus forms a part are anticipated to be
significant, relative to our current public float. While the sale from time to time of ordinary shares by the Selling Securityholders will increase our public float, we are unable to predict the effect that such sales may have on the prevailing
market price of our ordinary shares. Sales of ordinary shares in the public market by Selling Securityholders, or the perception that those sales might occur, could potentially have negative impact on the market price of ordinary shares, despite
the total number of ordinary shares being registered for resale accounts for an insignificant percentage of the total outstanding shares. Despite such a potential decline in the public trading price, some of the Selling Securityholders may
experience a positive rate of return on the securities they purchased due to the differences in the prices at which they purchased or acquired the ordinary shares and the market price of our ordinary shares. Public securityholders may not
experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the then trading price. See “Risk Factors” in this prospectus.
Our ordinary shares and warrants (“Warrants”) are listed on
Nasdaq under the symbols, “MRNO” and “MRNOW”, respectively. We had 79,315,662 ordinary shares outstanding as of June 18, 2025, and 16,802,197 warrants outstanding as of June 18, 2025. On June 18, 2025, the closing sale price of our ordinary
shares as reported on Nasdaq was $9.69 per ordinary share. On June 18, 2025, the closing sale price of our warrants as reported on Nasdaq was $0.1410 per warrant.
We may amend or supplement this prospectus from time to time by
filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are both an “emerging growth company” and a “foreign private
issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary—Foreign Private Issuer.”
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 15 of this prospectus for a discussion of information that should be considered in connection with an investment in our
securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated , 2025.
TABLE OF CONTENTS
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
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ii
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MARKET AND INDUSTRY DATA
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iii
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PROSPECTUS SUMMARY
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1
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THE OFFERING
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8
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SUMMARY OF CONSOLIDATED AND COMBINED FINANCIAL DATA
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12
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RISK FACTORS
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15
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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44
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USE OF PROCEEDS
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46
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DIVIDEND POLICY
|
|
|
48
|
|
CAPITALIZATION
|
|
|
49
|
|
ENFORCEABILITY OF CIVIL LIABILITIES
|
|
|
50
|
|
CORPORATE HISTORY AND STRUCTURE
|
|
|
51
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
53
|
|
BUSINESS
|
|
|
81
|
|
PRINCIPAL SHAREHOLDERS
|
|
|
122
|
|
SELLING SECURITYHOLDERS
|
|
|
123
|
|
RELATED PARTY TRANSACTIONS
|
|
|
124
|
|
DESCRIPTION OF SHARE CAPITAL
|
|
|
129
|
|
DESCRIPTION OF CERTAIN INDEBTEDNESS
|
|
|
134
|
|
SECURITIES ELIGIBLE FOR FUTURE SALE
|
|
|
139
|
|
TAXATION
|
|
|
141
|
|
PLAN OF DISTRIBUTION
|
|
|
146
|
|
EXPENSES RELATED TO THIS OFFERING
|
|
|
148
|
|
LEGAL MATTERS
|
|
|
149
|
|
EXPERTS
|
|
|
150
|
|
WHERE YOU CAN FIND ADDITIONAL INFORMATION
|
|
|
151
|
|
INDEX TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
|
|
|
F-1
|
|
|
|
|
|
You should rely only on the information contained in this
prospectus or any supplement. Neither we nor the Selling Securityholders have authorized anyone else to provide you with different information. The securities offered by this prospectus are being offered only in jurisdictions where the offer is
permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of each document. Our business, financial condition, results of operations and prospects may
have changed since that date.
Except as otherwise set forth in this prospectus, neither we nor
the Selling Securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United
States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
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ABOUT THIS PROSPECTUS
Except where the context otherwise requires or where otherwise
indicated, the terms “Murano,” the “Company,” the “Group,” “Murano Group,” “we,” “us,” “our,” “our company,” and “our business” refer to Murano Global Investments PLC and, where appropriate, its consolidated subsidiaries.
This prospectus is part of a registration statement on Form F-1
that we filed with the SEC. The Selling Securityholders may, from time to time, sell the ordinary shares offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the ordinary
shares offered by them described in this prospectus. This prospectus also relates to the issuance by us of the ordinary shares sold in connection with the SEPA. We will receive proceeds from the sale of the Advance Shares.
A copy of this document has been delivered to the Jersey
Registrar of Companies (the “Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the 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 the 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 the 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 Registrar nor the JFSC takes any responsibility for the financial soundness of the Company 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 the Company 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.
We may also provide a prospectus supplement or post-effective
amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the
registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”
Translation of Mexican Peso Amounts into U.S. Dollars
The financial and other information appearing in this prospectus
is presented in Mexican pesos. In this prospectus, references to “pesos” or “Ps.$” are to Mexican pesos and references to “U.S.
dollars” or “U.S.$” are to United States dollars. This prospectus contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These
translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated or at all. The exchange rate we use for those convenience
translations is not necessarily the same rate we used in preparing the consolidated and combined statements of financial position of Murano Global Investments PLC and subsidiaries (the “Company” or the “Group”) as of December 31, 2024 and 2023,
the related consolidated and combined statements of profit or loss and other comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024 and the related notes
(collectively, the “Murano Group Consolidated and Combined Financial Statements”), prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standard Board. This may mean, for
example, that U.S. dollar-denominated items in this prospectus may have been translated into pesos using one exchange rate and reconverted to U.S. dollars using the convenience translation exchange rate. Unless otherwise indicated, U.S. dollar
amounts that have been translated from pesos have been so translated at an exchange rate of Ps.$20.5103 per U.S.$1.00, the rate calculated by the Mexican Central Bank (the “Central Bank”) as published on December 31, 2024 in the Mexican Official
Gazette of the Federation (Diario Oficial de la Federación, the “Official Gazette”), based on the average of wholesale foreign exchange market quotes for transactions settling within two banking business days.
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TRADEMARKS, TRADENAMES AND SERVICE MARKS
This 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 prospectus 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.
MARKET AND INDUSTRY DATA
This 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 prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”
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PROSPECTUS SUMMARY
The following summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed information and the Murano Group Consolidated and Combined Financial Statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the
entire prospectus carefully, especially the risks of investing in our ordinary shares discussed under “Risk Factors.”
Who We Are
Murano
We were formed primarily to develop and manage a portfolio of
hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) Projects Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Operational Hotels
Our current portfolio of operational hotels (the “Operational
Hotels”) consists of:
Andaz Hotel: the Andaz
Mexico City Condesa (the “Andaz Hotel”) operated by Hyatt, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and operational since the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities,
including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome
with a capacity for 49 tables and 588 guests.
Mondrian Hotel: the
Mondrian Mexico City Condesa (the “Mondrian Hotel” and together with the Andaz Hotel, the “Insurgentes 421 Hotel Complex”) operated by Ennismore Holdings US Inc. (“Accor”), is part of the Insurgentes 421 Hotel Complex in Mexico City.
Completed in 2022 and operational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including a “Terraza” bar and a “Flower Shop” coffee shop.
Vivid Hotel: the Hyatt
Vivid Grand Island (the “Vivid Hotel”) operated by Hyatt is part of the GIC I Hotel in the GIC Complex in Cancun. Completed and operational since April 2024, the Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star
upper scale with 400 rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for events.
The Grand Island Beach Club (the “Beach Club”) is part of the GIC Complex in
Cancun and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and may provide services to future hotels and condominiums (residential units) located in the GIC Complex.
Projects Under Completion
We are currently completing the following project (the
“Projects Under Completion”):
The Murano Group is also developing a leisure and residential complex in the GIC
Complex, which was previously expected to include approximately 1,016 hotel rooms and 1,254 condominiums, including a convention center (under the World Trade Center brand), a water park and a beach club (the “Projects Under Completion”). In
light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors have revised the Group’s strategic development pipeline to prioritize the development and commercialization of condominiums
(residential units), which we believe better serves the interests of the Group’s shareholders.
The GIC Complex is being developed in two phases. Phase one, which is nearing
completion, was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, already operational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly
offering (the “Dreams Hotel”). The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow the Group, in coordination with the hotel operator, to apply insights from the operation of the Vivid Hotel and to complete
certain improvements. These include enhancements required to meet the hotel operator’s global building standards and updates to the common areas, including expanded meeting and event spaces.
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The Group is currently conducting a strategic review of the GIC I Hotel. The
Group is evaluating whether to proceed with the current plan of the Vivid Hotel and the Dreams Hotel or pursue alternative development options, including the potential replacement of the Dreams Hotel component with additional residential units.
As part of this review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services agreement with the hotel operator.
Projects to be Developed
We currently own the following projects that we plan to develop
(the “Projects to be Developed”):
GIC Phase II: part of the new strategic pipeline, phase two is planned to consist of a total of approximately 1,254 condominiums (residential units), divided into four condominium towers with partial views of the ocean,
lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The Group’s management and board of
directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately U.S.$87.2 million.
Baja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per year. The Group is in early-stage discussions regarding financing terms with a national bank and has signed a memorandum of understanding
with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost approximately U.S.$136 million.
Baja Marina: Development of a marina consisting on approximately 15,000 linear ft slip spaces. We expect the development of the Baja Marina to cost approximately U.S.$32 million.
Baja Retail Village: Development of Baja Retail Village with a leasable area of approximately 45,000 sqm (the “Baja Retail Village”). We expect the development of the Retail Village to cost approximately
U.S.$55 million.
Resort Property in Baja Development
Project: this resort is expected to have two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys. Based on preliminary estimates, we expect the development of
the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet begun the process of trying to secure financing for the development of this project. Therefore, we do not know when and if we will be able
to begin construction of this project.
Baja Park Development Project: this industrial park project in Ensenada, will consist of 363,262 sqm of leasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure
financing for its development. Therefore, we do not know when and if we will be able to begin construction of this project. We expect the development of the Baja Park to cost approximately U.S.$122 million.
The Group is exploring strategic alternatives to complete phase
one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with Hyatt Inclusive Collection, with respect to the GIC I Hotel regarding potential changes to the current
operations and administration services agreement regarding the GIC I Hotel).
The GIC Phase II, the Resort Property in Baja Development
Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we plan to develop subject to planning and environmental approvals as well as Murano Group being able to secure
financing on acceptable terms. We refer to (i) the GIC I Hotel (including the Vivid Hotel, which is operational, and the Dreams Hotel, which is under completion, the “GIC I Hotel”), and (ii) the GIC Phase II(planned to be developed) as the “GIC
Complex”. The GIC Phase II, the Baja Cruise Port, the Baja Marina, the Baja Retail Village, the Resort Property in Baja Development Project, and the Baja Park Development Project are projects that we plan to develop subject to planning and
environmental approvals as well as the Group eventually being able to secure financing on acceptable terms.
Our portfolio is expected to be comprised of all-inclusive
resorts and condominiums (residential units), several of which will share the following characteristics: (i) prime beachfront locations; (ii) convenient air access from a number of North American and other international gateway markets; (iii)
strategic locations in popular
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vacation destinations in Mexico with strong government commitments to tourism;
(iv) high quality physical condition; and (v) capacity for further growth through incremental renovation or repositioning opportunities. We believe that the resorts of our portfolio will have a competitive advantage due to their location,
amenities offering, large-scale and guest-friendly design.
Management of the Hotels
We have entered into long-term hotel management agreements with
(i) Hyatt, under the Andaz brand, to operate the Andaz Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), (ii) Accor, under the Mondrian brand, to operate the Mondrian Hotel (part of the Insurgentes 421 Hotel Complex in Mexico
City), and (iii) Hyatt, through Hyatt Inclusive Collection, to operate the Vivid Hotel and the Dreams Hotel (part of the GIC I Hotel in Cancun).
The Group is currently conducting a strategic review of the GIC
I Hotel. The Group is evaluating whether to proceed with the current plan of the Vivid Hotel and the Dreams Hotel or pursue alternative development options, including the potential replacement of the Dreams Hotel component with additional
residential units. As part of this review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services agreement with the hotel operator.
Market Opportunity
We believe there is an extraordinary market opportunity for our
hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural center and business hub representing approximately 18% of the country’s GDP in 2024. While there are multiple hotel
developments that compete with us in terms of quality and geographic location within the city, most of these will be opening after 2025 and are of a smaller scale.
Cancun is the top destination in the Caribbean with more than
two times the number of passenger arrivals as Puerto Rico, its closest competitor. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms, creating an
opportunity in the hospitality industry.
Competitive Strengths
We believe the following are our key competitive strengths:
Luxury Hotel Assets with Naturally Hedged
Revenues at Strategic International Destinations
We own five-star upper-scale hotels, consisting of: (i) the
Andaz Hotel and the Mondrian Hotel, currently operational, in the Insurgentes 421 Hotel Complex in Mexico City, and (ii) the GIC I Hotel in Cancun, consisting of the Vivid Hotel, currently operational, and the Dreams Hotel (Projects Under
Completion). We believe the hotels and resort properties therein represent a competitive advantage due to their privileged locations in areas with dynamic demand characteristics and high barriers to entry, strong brand affiliations, superior
amenities offerings, and their large-scale and cutting-edge architectural design. The properties’ prime real estate and strategic locations are expected to generate significant tourist interest and business activity and strong demand for
superior lodging.
The Insurgentes 421 Hotel Complex is located in the Condesa
neighborhood, one of the trendiest and most popular districts in Mexico City, Mexico’s most important business and cultural center. Surrounded by tourist attractions, landmarks, parks and a vibrant restaurant scene, Condesa is located within
walking distance of Paseo de la Reforma, close to the city’s historic center and main financial district, and only 12 kilometers from Mexico City’s international airport, the country’s largest in terms of passenger traffic. GIC I Hotel
all-inclusive luxury resort is located in the area between Delfines Beach and the Nichupté Lagoon in Cancun, Mexico’s leading tourist destination, next to the Iberostar Golf Club in the north of Punta Nizuc, the archeological zone of San
Miguelito, and only 14 kilometers away from Cancun’s international airport, the country’s second largest in terms of passenger traffic.
The strategic locations attract substantial international
demand from leisure and business visitors, including guests from the United States and Canada. Accordingly, we expect that a substantial portion of our revenues will
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be denominated in or linked to the U.S. dollar, while most of our operating
expenses will be in pesos, providing us with a natural hedge for our U.S. dollar-denominated debt. It is market practice to quote and charge daily rates for luxury hotels in U.S. dollars in both Mexico City and Cancun.
In addition, we expect the hotels to feature state-of-the-art
technology and amenities, including restaurants, bars, conference centers, ballrooms, pools, spas, gyms and, in the case of the GIC Complex, GIC Water Park and the largest convention center in the region operated under the name of the WTCA. We
have designed and believe our properties are positioned to be the preferred destination for leisure, business and group travelers.
Attractive Industry Fundamentals in the
Mexican Leisure and Business Travel Sectors
Mexico is a preferred tourist destination with a consistently
high level of annual visitors. During 2020, largely due to the impact of the COVID-19 pandemic, Mexico ranked second among the world’s most visited countries and first in the Americas. Prior to 2020, Mexico ranked seventh among the world’s most
visited countries. Mexico’s tourism industry has shown strong and sustained fundamentals through the years. Its rich cultural and natural offering is supported by a superior tourism-related infrastructure and high connectivity with key gateway
markets in the United States and Canada through well-connected airports. The country’s tourism industry has proven to be resilient even throughout the COVID-19 pandemic, which had a material adverse impact on the tourism industry globally.
Mexico suffered the lowest decline in tourism out of the top 10 travel destinations in the world.
The destinations where our properties are located experienced
significant growth in international tourism prior to the COVID-19 pandemic, with relatively high occupancy rates in Cancun and Mexico City. Cancun has been consistently ranked as the most popular tourist destination in the Caribbean, based on
World Bank data, and one of the most visited cities in the world. It also receives a large share of visitors from the United States and Canada.
Mexico City, the country’s capital, is also a popular tourist
destination, with three UNESCO World Heritage Sites containing five historic buildings dating back to the 16th century. Mexico City is known as a popular tourist destination and a technology hub characterized by a thriving modern business
environment. Mexico City’s booming business scene likely results from its unique ability to offer opportunities to combine business and culture at a reasonable cost. The city is an important financial center and global economic hub and is often
described as the cultural Mecca of Latin America.
As global travel and tourism continue to increase post the
COVID-19 pandemic, we expect a strong and sustainable recovery in the lodging industry in Mexico. We believe that our properties are exceptionally well-located to allow them to benefit from long-term positive trends in the tourism markets of
Cancun and Mexico City.
Long-term Strategic Partnerships with World
Class Designers, Construction Companies, and Hotel Operators with Global Premium Hospitality Brands
We benefit from the experience and expertise of our
internationally recognized design, construction, engineering, and project management partners. The GIC Complex has been designed by HOK—the largest U.S.-based design, architecture, engineering and urban planning firm—and GIC Complex’s
landscaping, outdoor amenities and aquatic parks have been designed by EDSA, a renowned U.S.-based planning, landscape architecture and design firm. The supervision of the construction and engineering process is managed by Ideurban, a leading
construction management firm with over 70 years of experience managing the construction of emblematic hotels in Mexico, including the St. Regis Ciudad de Mexico, St. Regis Punta Mita and Westin Brisas Ixtapa. We believe the skills and
capabilities of these partners and their substantial experience successfully designing, constructing, and managing premier quality hotels and resorts enhances the value of our properties.
Hyatt is the largest operator of luxury hotels in Mexico and
the Caribbean, and of luxury all-inclusive resorts in the world. As of December 31, 2024, Hyatt had 71 hotels in Mexico, 53.5 million Loyalty program members, and presence in over 76 countries across the globe. Accor is a leading hotel
management service provider with more than 851,000 rooms across 110+ countries and more than 110 hotels in the pipeline for LatAm.
Hyatt and Accor are industry-leading hotel operators with
world-renowned premium hotel brands and by partnering with them we expect to maximize the cost structure and performance of our properties by leveraging
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their superior customer-oriented approach, marketing capabilities and profound
experience as hotel operators. More specifically, their sophisticated loyalty and vacation club programs, modern and robust reservation systems, global distribution channels, marketing infrastructure, effective product segmentation and strong
customer awareness will position our properties among the top hotels and resorts in Mexico City and Cancun.
Insurgentes 421 Hotel Complex
The Andaz Hotel is operated by Hyatt under the Andaz brand
(owned by Hyatt), who has a strong combination of global loyalty programs and local know-how in the location. Additionally, the Mondrian Hotel is operated by Accor under the Mondrian brand (owned by
Accor) as its first luxury hotel property in Mexico City, making the location its flagship hotel in Latin America. As such, we believe Accor will have strong incentives to provide high-quality management. Though the Andaz Hotel and the Mondrian
Hotel are separate hotels and operators, both brands coexist within the same building, allowing for operating efficiencies, a wider product offering and capturing a larger target market.
In addition, to maximize our partnership with Hyatt and Accor
we have structured long-term hotel management agreements. Accor’s agreement for the Mondrian Hotel includes a fee arrangement tied to occupancy and performance targets consistent with the quality of the property, based on a minimum amount of
adjusted gross operating profit. As part of that agreement, Accor will be entitled to a base fee of 2.0% of gross revenue the first year, as well as fees related to food & beverage (up to 2% of gross revenue per annum); in addition, Accor
will be paid an incentive fee of 15% over the special adjusted gross operating profit (meaning the gross operating profit, less the following: (i) base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution;
and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by Operadora Hotelera I421 Premium, S.A. de C.V. (“OHI421 Premium”) in connection with the development, construction,
initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel)).
In respect of the Andaz Hotel, Hyatt will be entitled to a base
fee as follows: (a) (i) 1.6% of gross revenue in the first fiscal year, (ii) 2.1% of gross revenue in the second fiscal year, and (iii) 2.6% of gross revenue in the third and subsequent fiscal years; and (b) a royalty fee of 0.4% of gross
revenue per annum. In addition, Hyatt is entitled to an incentive fee payment if the gross operating profit margin exceeds 20.01%. The incentive fee will be based on a percentage of annual gross profits, with multiple step-ups capped at 10%
when gross operating profit margin exceeds 40%.
GIC Complex
The GIC I Hotel is operated by Hyatt, through Hyatt Inclusive
Collection, under the Dreams (family oriented) and Vivid (adults only) brands. As the leading luxury all-inclusive resort operator in Mexico, Hyatt is also a top U.S. seller of all-inclusive vacation packages. Via its Apple Leisure Group
subsidiary driven by loyalty and growth of the customer base, Hyatt offers the end-to-end solutions: (i) Inclusive Collection, the world’s largest portfolio of luxury all-inclusive
resorts, (ii) ALG Vacations, a booking platform that provides all-inclusive vacation experiences including flights, transport, excursions, and resort packages, and (iii) Unlimited Vacation Club, a membership program providing exclusive offers
at all of their all-inclusive luxury resort properties.
Regarding the GIC I Hotel and GIC II Hotel, Hyatt will be
entitled to 3% of annual gross revenue and an incentive fee equal to 10% of annual gross profit.
The Group is currently conducting a strategic review of the GIC
I Hotel. The Group is evaluating whether to proceed with the current plan of the Vivid Hotel and the Dreams Hotel or pursue alternative development options, including the potential replacement of the Dreams Hotel component with additional
residential units. As part of this review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services agreement with the hotel operator.
The intention of Murano is to terminate the GIC II Hotel Management Agreement.
Committed Sponsor and Experienced Management
Team with a Solid Track Record
The Murano Group is an experienced real estate developer
dedicated to acquiring, developing, and owning high-end residential properties, luxury hotels, and industrial real estate in Mexico. Murano Group’s current portfolio of city and beach properties spans the country’s most popular and desirable
cities. Since its formation in
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1999, Murano Group has sold 2,174 condominiums, and has developed, or is in the
process of developing, multiple resorts and hotels. It has also invested over U.S.$64.6 million in its landbank and constructed over 465,555 sqm, investing U.S.$435.7 million in aggregate.
Green Certified Hotels with a Long-Term
Commitment to Sustainability
The Andaz Hotel and the Mondrian Hotel have received the EDGE
Green Building Certification. Excellence in Design for Greater Efficiencies (“EDGE”) is a green building standard and certification system developed by the International Finance Corporation and applicable in 140 countries. The areas of
assessment on the environmental performance of the buildings include: (i) climate conditions of the location, (ii) building type and output use, (iii) design and specifications and (iv) calculation of end-use demand, which considers overall
energy demand, heating, ventilation and air condition, water demand and estimations on rainwater harvesting or recycled waters on-site. To achieve an EDGE certification, a building must demonstrate a minimum of 20% reduction in operational
energy consumption, water use, and embodied energy in materials as compared to typical local practice.
Investment Grade Property Insurance
Providers
The properties are covered by top investment grade insurance
providers. The GIC I Hotel is covered by Seguros Banorte, S.A. de C.V. and the Andaz and Mondrian Hotels in Mexico City are covered by Compañía de Seguros Generales Everest México, S.A. de C.V. The insurance policies are designed to uphold high
standards of coverage, including: (i) full building replacement cost, (ii) building, improvements and adaptations, contents and consequential losses, and (iii) covered risks including earthquake, hydro-meteorological and fire.
Standby Equity Purchase Agreement with Yorkville
On June 11, 2025, we entered into the SEPA with Yorkville.
Pursuant to the SEPA, and subject to customary conditions, we
have the right, but not the obligation, to sell and issue to Yorkville from time to time (each such occurrence, an “Advance”) during the three-year period following the execution date of the SEPA, such amount of ordinary shares for an aggregate
purchase price of up to U.S.$500,000,000 in accordance with the terms of the SEPA (the “Commitment Amount”). Pursuant to the terms of the SEPA, any ordinary shares sold and issued to Yorkville will be sold at a purchase price equal to 96% of
the market price, which is defined as the lowest daily VWAP (as hereinafter defined) of the ordinary shares during the three consecutive trading days commencing on the trading day of our delivery of an Advance notice to Yorkville. We may also
specify a certain minimum acceptable price per share in each Advance. “VWAP” means for any trading day, the daily volume weighted average price of the ordinary shares for such trading day on Nasdaq.
As consideration for Yorkville’s irrevocable commitment to
purchase ordinary shares at our election and in our discretion from time to time after the date of the SEPA and prior to the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in the SEPA,
we have issued the Commitment Shares to Yorkville. As of the date of this prospectus, we have not issued any ordinary shares to Yorkville other than the Commitment Shares.
Any sale and issuance of ordinary shares to Yorkville pursuant
to the SEPA is subject to certain limitations, including that Yorkville is not permitted to purchase any ordinary shares that would result in it owning more than 4.99% of the Company’s then outstanding voting power or ordinary shares at any one
time (the “Ownership Limitation”).
The Company is not obligated to utilize any of the Commitment
Amount available under the SEPA and there are no minimum commitments or minimum use penalties. The total amount of funds that ultimately can be raised under the SEPA over the three-year term will depend on the market price for the ordinary
shares and the number of ordinary shares actually sold and issued. The SEPA does not impose any restrictions on the Company’s operating activities.
Yorkville’s obligation to purchase ordinary shares pursuant to
the SEPA is subject to a number of conditions, including that this prospectus be filed with and declared effective by the SEC registering the Commitment Fee Shares and the Advance Shares to be issued and sold pursuant to an Advance under the
Securities Act.
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TABLE OF CONTENTS
The SEPA contains customary representations, warranties and
covenants, conditions to closing, indemnification obligations and termination provisions. The representations, warranties and covenants contained in the SEPA were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the SEPA, and may be subject to limitations agreed upon by the contracting parties.
Foreign Private Issuer
Under Nasdaq rules, a “foreign private issuer,” as defined by
the SEC, such as Murano generally is permitted to follow home country rules with regard to corporate governance practices, instead of the comparable requirements of the applicable Nasdaq rules, other than with respect to certain matters
including, among others, the requirement that the issuer have a majority of independent directors, the audit committee, compensation committee, and nominating and corporate governance committee requirements, the requirement to disclose
third-party director and nominee compensation, and the requirement to distribute annual and interim reports.
In the interest of transparency, as a foreign private issuer,
Murano will not follow the requirement applicable for U.S. listed companies to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports. In addition, Murano has elected to comply with
the corporate governance rules set forth by the laws of Jersey and in the Company's memorandum and articles of association in lieu of the requirements of Rule 5600 of the Nasdaq corporate governance rules (with the exception of those rules that
we are advised the Company is required to follow pursuant to the provisions of Rule 5615(a)(3) of the Nasdaq corporate governance rules).
We also inform you of the following nuances with respect to
certain of our other corporate governance practices as of the date of this prospectus, subject to future changes or additions from time to time (that would be publicly disclosed):
|
•
|
our Board of Directors and Audit Committee (“AC”) will hold fiduciary duties and liability for our accounts and annual filings,
as opposed to them being signed off by our Chief Executive Officer and Chief Financial Officer with oversight by the AC;
|
|
•
|
our shareholders are required by home country law to appoint our auditor, which therefore goes into the general shareholders
meeting circular each year. Our AC does not itself appoint the auditor, they only recommend them for appointment; and
|
|
•
|
our shareholders are not required to vote to issue shares, which is delegated directly to our Board of Directors under our
Articles and in our Compensation & Governance Committee charter.
|
Murano intends to take all actions necessary for it to maintain
compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and Nasdaq corporate governance rules and listing standards.
Because Murano is a foreign private issuer, its directors and
senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). They will, however, be subject to the obligations to
report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.
Controlled Company
For purposes of the rules of the Nasdaq, Murano is a
“controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Upon completion of the Business
Combination, Elías Sacal Cababie owned more than 50% of the outstanding Murano Ordinary Shares. Accordingly, Murano may be eligible to take advantage of certain exemptions from certain Nasdaq corporate governance standards.
7
TABLE OF CONTENTS
THE OFFERING
Ordinary shares offered by
the Selling Securityholders
An aggregate of 129,765,157 ordinary shares, comprising:
|
(i)
|
an aggregate of 8,737,500 ordinary shares issued in connection with the Business Combination to HCM Holdings;
|
|
(ii)
|
an aggregate of 75,000 ordinary shares issued in connection with the Business Combination to certain officers and directors of
HCM Holdings;
|
|
(iii)
|
69,100,000 ordinary shares issued in connection with the Business Combination to ESC; and
|
|
(iv)
|
Up to 51,852,657 ordinary shares to be sold in connection with the SEPA.
|
Use of proceeds
We will not receive any proceeds from the sale of any securities by any of the
Selling Securityholders.
However, we may receive up to U.S.$485,000,000 million in aggregate gross
proceeds from sales of the Advance Shares. Any proceeds that we receive from sales of Advance Shares under the SEPA will be used for working capital and general corporate purposes, including debt refinancing and investments aligned with our
strategy (including potential investments in crypto assets). We cannot predict whether the proceeds invested will yield a favorable, or any, return.
We will pay certain expenses associated with the registration of the securities
covered by this prospectus, as described in the section entitled “Plan of Distribution.”
For more information, see “Use of Proceeds.”
Lock-up restrictions
Certain of the Selling Securityholders are subject to certain restrictions on
transfer until the termination of applicable lock-up periods. Yorkville is not subject to restrictions on transfer. See “Securities Eligible for Future Sale” for more information.
Risk factors
See “Risk Factors” and other information included in this prospectus for a
discussion of factors you should carefully consider before deciding to invest in our securities.
Market for our securities
Our ordinary shares and warrants are listed on Nasdaq under the symbols,
“MRNO” and “MRNOW,” respectively.
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TABLE OF CONTENTS
Summary of Risk Factors
Risks Related to Murano’s Business and Operating in the Hotel
Industry
|
•
|
Our total current liabilities exceed the amount of the total current assets, which has placed significant doubt on our ability
to continue as a going concern.
|
|
•
|
We have substantial debt that may be called on demand of lender due to existing or future breach in covenants or defaults.
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|
•
|
Subsequent phases to our existing projects and potential enhancements at our hotel properties will likely require us to raise
additional capital.
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|
•
|
We may not be able to generate sufficient cash to service all our indebtedness and may be forced to take other actions to
satisfy our obligations under such indebtedness, which may not be successful.
|
|
•
|
We will be dependent on the operation and business of our hotel properties for substantially all of our revenue.
|
|
•
|
If the hotel operators or third-party only travel agencies consolidate through merger and/or acquisition transactions, we may
experience undefined and unknown costs related to integrating processes and systems, less negotiating power over contracts and/or higher costs of obtaining customers.
|
|
•
|
We may be subject to adverse legislative or regulatory tax changes that could affect our operations.
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|
•
|
We may not be able to deliver projects on time and within our estimated budget.
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|
•
|
The development costs of our future projects are estimates only, actual development costs may be higher than expected and we may
not have access to additional capital to fund our property development projects and/or otherwise fulfill our business strategy.
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|
•
|
We execute transactions with related parties that third parties could deem not to be arms’ length.
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|
•
|
Contractual and other disagreements with or involving our current and future third-party hotel managers could make us liable to
them or result in litigation costs or other expenses.
|
|
•
|
We are dependent on the performance of our hotel managers.
|
|
•
|
Our efforts to develop, redevelop or renovate our properties, in connection with our active asset management strategy, could be
delayed or become more expensive, which could reduce revenues or impair our ability to compete effectively.
|
|
•
|
Our properties are geographically concentrated in Mexico City, Cancun and Ensenada and, accordingly, we could be
disproportionately harmed by adverse changes to these markets, natural disasters, climate change and related regulations.
|
|
•
|
If the insurance that we carry does not sufficiently cover damage or other potential losses or liabilities involving our
properties, including as a result of terrorism and climate change, our profits could be reduced.
|
|
•
|
We have significant exposure to currency exchange rate risk.
|
|
•
|
Our projects, and any future acquisition, expansion, repositioning, redesign, and rebranding projects will be subject to timing,
budgeting, and other risks, which could have a material adverse effect on us.
|
|
•
|
Given the beachfront locations of the GIC Complex, we are particularly vulnerable to extreme weather events, such as hurricanes,
which may increase in frequency and severity as a result of climate change.
|
|
•
|
Our hotels will require ongoing and often costly maintenance, renovations, and capital improvements.
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|
•
|
From time to time, we and/or our affiliates may be involved in legal and other proceedings.
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•
|
We and our hotel operators are subject to the risk of increased lodging operating expenses.
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|
•
|
The need for business-related travel and, thus, demand for rooms in our hotels may be materially and adversely affected by the
increased use of business-related technology.
|
|
•
|
Lack of sufficient air service to Mexico City, Cancun or Ensenada could adversely affect our business.
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9
TABLE OF CONTENTS
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•
|
Many of our guests depend on a combination of scheduled commercial airline services and tour operator services to transport them
to airports near our resorts.
|
|
•
|
Illiquidity of real estate investments could significantly impede our ability to sell our hotels or otherwise respond to adverse
changes in our hotels performance.
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|
•
|
It is possible that we will require additional capital to meet our financial obligations and support business growth, and this
capital might not be available on acceptable terms or at all.
|
|
•
|
We have incurred significant additional indebtedness, which may impair our ability to raise further capital or impact our
ability to service our debt.
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|
•
|
Our recurring losses and negative cash flow from operations, as well as current cash and liquidity projections, raise
substantial doubt about our ability to continue as a going concern.
|
Risks Related to Doing Business in Mexico
|
•
|
All of Murano’s assets are located in Mexico. Therefore, we are subject to political, economic, legal, and regulatory risks
specific to Mexico and the Mexican real estate industry and lodging sector and are vulnerable to an economic downturn, other changes in market conditions, or natural disasters in Mexico or in the regions where our properties are
located.
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|
•
|
Political instability in Mexico could negatively affect our operating results.
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•
|
Our assets are located in Mexico and are therefore subject to the provisions of the National Law of Domain Extinction (Ley Nacional de Extinción de Dominio).
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•
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Fluctuations in the U.S. economy or the global economy, in general, may adversely affect Mexico’s economy and our business.
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•
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Tariffs and trade restrictions could increase our costs and delay our projects.
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•
|
If the Mexican government imposes exchange controls and/or other similar restrictions, the Mexican economy and our operations
may be negatively affected.
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•
|
Security risks in Mexico could increase, and this could adversely affect the Mexican economy and our business, financial
condition, and results of operations.
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•
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We are subject to anti-corruption, anti-bribery, anti-money laundering, and antitrust laws and regulations in Mexico.
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•
|
We are subject to laws applicable to the development of our properties, including stricter environmental laws and regulations.
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•
|
Governmental regulation may adversely affect the operation of our properties and our business as a whole.
|
Risks Related to Murano Being a Public-Company
|
•
|
Murano will incur increased costs as a result of operating as a public company, and our management will be required to devote
substantial time to new compliance initiatives and corporate governance practices.
|
|
•
|
Murano is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make
our securities less attractive to investors.
|
|
•
|
Murano may lose its foreign private issuer status in the future, which could result in significant additional costs and
expenses, and subject us to U.S. GAAP reporting requirements which may be difficult for us to comply with.
|
|
•
|
Murano Group’s financial reporting infrastructure requires enhancement to meet the requirements of a public company.
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|
•
|
Murano Group has identified material weaknesses in its internal control over financial reporting.
|
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•
|
We may not be able to satisfy the listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.
|
10
TABLE OF CONTENTS
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•
|
The fair value of our fixed assets requires subjective judgment and may be subject to volatility, which could significantly
affect our financial condition
|
|
•
|
The fair value of our fixed assets (including construction in process and land) may be harmed by certain factors that may entail
impairment losses not previously recorded.
|
|
•
|
Murano may be or become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders of ordinary
shares.
|
Risk Related to the Ownership of Murano Ordinary Shares
|
•
|
It is not possible to predict the actual number of ordinary shares we will sell under the SEPA to Yorkville, or the actual gross
proceeds resulting from those sales. Further, we may not have access to the full amount available under the SEPA with Yorkville.
|
|
•
|
We are a “controlled company” and the interests of our controlling shareholder may conflict with ours or yours in the future.
|
|
•
|
Murano’s board of directors and management have significant control over Murano’s business.
|
|
•
|
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our
securities, the price of our securities could decline.
|
|
•
|
Murano’s pre-Business Combination shareholders and the shareholders in HCM prior to the completion of the Business Combination
(the “HCM Initial Shareholders”) are subject to lock-ups and as a result, there may be limited liquidity for Murano Ordinary Shares.
|
|
•
|
There are no current plans to pay cash dividends on Murano Ordinary Shares for the foreseeable future.
|
|
•
|
An active trading market for Murano Ordinary Shares may not develop.
|
|
•
|
The market price for Murano Ordinary Shares may be subject to substantial fluctuations, which may make it difficult for you to
sell your shares at the volumes, prices and times desired
|
|
•
|
Murano’s issuance of additional securities in connection with financings, acquisitions, investments, equity incentive plans or
otherwise would dilute all other shareholders.
|
|
•
|
Murano’s board of directors will have the ability to issue blank check preferred securities, which may discourage or impede
acquisition efforts or other transactions.
|
|
•
|
Jersey company law will require that Murano meet certain additional financial requirements before it can declare dividends, make
distributions or repurchase shares.
|
11
TABLE OF CONTENTS
SUMMARY CONSOLIDATED AND COMBINED FINANCIAL
DATA
The financial information in this prospectus as of December 31,
2024, 2023, and 2022 has been derived from the Murano Group Consolidated and Combined Financial Statements, which are included elsewhere in this prospectus. The Murano Group Consolidated and Combined Financial Statements are prepared in
accordance with IFRS.
You should read this Summary Consolidated and Combined
Financial Data section together with the Murano Group Consolidated and Combined Financial Statements included elsewhere in this prospectus and the related notes and the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations.”
Consolidated and Combined Statements of Financial Position
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2024
|
|
|
December 31,
2023
|
|
|
December 31,
2022
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
|
970,414,857
|
|
|
$146,369,734
|
|
|
$240,754,805
|
|
Trade receivables
|
|
|
64,514,013
|
|
|
16,831,611
|
|
|
—
|
|
VAT receivable
|
|
|
367,794,654
|
|
|
242,079,862
|
|
|
228,769,530
|
|
Other receivables
|
|
|
37,146,722
|
|
|
28,341,695
|
|
|
25,406,466
|
|
Due from related parties
|
|
|
—
|
|
|
143,549,146
|
|
|
—
|
|
Prepayments
|
|
|
41,508,885
|
|
|
18,792,796
|
|
|
22,900,399
|
|
Inventories
|
|
|
11,463,374
|
|
|
1,415,594
|
|
|
1,912,518
|
|
Total current assets
|
|
|
1,492,842,505
|
|
|
597,380,438
|
|
|
519,743,718
|
|
Property, construction in process and equipment net
|
|
|
18,815,137,503
|
|
|
17,420,027,969
|
|
|
16,882,483,829
|
|
Investment property
|
|
|
1,340,000,000
|
|
|
1,100,491,490
|
|
|
1,187,089,926
|
|
Prepayments
|
|
|
—
|
|
|
—
|
|
|
20,200,000
|
|
Right of use assets
|
|
|
200,165,708
|
|
|
217,037,091
|
|
|
591,039
|
|
Financial derivative instruments
|
|
|
—
|
|
|
116,923,727
|
|
|
192,791,990
|
|
Guarantee deposits
|
|
|
23,318,898
|
|
|
21,480,804
|
|
|
—
|
|
Other assets
|
|
|
1
|
|
|
1
|
|
|
1
|
|
Total non-current assets
|
|
|
20,378,622,110
|
|
|
18,875,961,082
|
|
|
18,283,156,785
|
|
Total assets
|
|
|
21,871,464,615
|
|
|
19,473,341,521
|
|
|
$18,802,900,503
|
|
Liabilities, Stockholders' Equity and Net Assets
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Current installments of long-term debt
|
|
|
$3,481,380,489
|
|
|
$2,039,355,678
|
|
|
$3,795,787,027
|
|
Trade accounts payable and accumulated expenses
|
|
|
629,580,986
|
|
|
399,163,421
|
|
|
124,585,497
|
|
Deferred underwriting fee payable
|
|
|
50,076,000
|
|
|
—
|
|
|
—
|
|
Advance from customers
|
|
|
23,459,478
|
|
|
8,263,469
|
|
|
—
|
|
Due to related parties
|
|
|
120,634,508
|
|
|
133,002,659
|
|
|
68,343,487
|
|
Lease liabilities
|
|
|
46,051,658
|
|
|
30,006,807
|
|
|
387,617
|
|
Income tax payable
|
|
|
10,665,198
|
|
|
12,135,180
|
|
|
18,744,910
|
|
Employees’ statutory profit sharing
|
|
|
2,601,529
|
|
|
2,241,724
|
|
|
2,140,642
|
|
Contributions for future net assets
|
|
|
—
|
|
|
3,500,000
|
|
|
59,439,020
|
|
Total current liabilities
|
|
|
4,364,449,846
|
|
|
2,627,668,938
|
|
|
4,069,428,200
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current installments
|
|
|
7,692,819,937
|
|
|
4,643,317,136
|
|
|
1,767,387,977
|
|
Due to related parties, excluding current portion
|
|
|
73,837,080
|
|
|
87,302,929
|
|
|
206,145,860
|
|
Lease liabilities, excluding current portion
|
|
|
160,662,668
|
|
|
177,954,726
|
|
|
236,572
|
|
Employee benefits
|
|
|
10,175,001
|
|
|
8,766,021
|
|
|
6,654,318
|
|
Other liabilities
|
|
|
86,311,531
|
|
|
62,504,424
|
|
|
—
|
|
Warrants liability
|
|
|
75,827,403
|
|
|
—
|
|
|
—
|
|
Deferred tax liabilities
|
|
|
4,200,798,599
|
|
|
4,031,599,864
|
|
|
4,353,712,591
|
|
Total non-current liabilities
|
|
|
12,300,432,219
|
|
|
9,011,445,100
|
|
|
6,334,137,318
|
|
Total liabilities
|
|
|
16,664,882,065
|
|
|
11,639,114,038
|
|
|
10,403,565,518
|
|
|
|
|
|
|
|
|
|
|
|
12
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2024
|
|
|
December 31,
2023
|
|
|
December 31,
2022
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
Net parent investment
|
|
|
—
|
|
|
902,611,512
|
|
|
902,611,512
|
|
Common stock
|
|
|
925,795,890
|
|
|
—
|
|
|
—
|
|
Additional paid in capital
|
|
|
708,945,691
|
|
|
—
|
|
|
—
|
|
Accumulated Deficit
|
|
|
(4,769,954,511)
|
|
|
(1,181,044,835)
|
|
|
(1,238,837,756)
|
|
Other comprehensive income
|
|
|
8,341,795,480
|
|
|
8,112,660,806
|
|
|
8,735,561,229
|
|
Total Stockholders' Equity
|
|
|
5,206,582,550
|
|
|
7,834,227,483
|
|
|
8,399,334,985
|
|
Total Liabilities and Stockholders' Equity
|
|
|
$21,871,464,615
|
|
|
$19,473,341,521
|
|
|
$18,802,900,503
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated and Combined Statements of Profit or Loss and
Other Comprehensive Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Revenue
|
|
|
$729,953,807
|
|
|
$286,651,914
|
|
|
$6,431,022
|
|
Direct and selling, general and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
Employee Benefits
|
|
|
325,521,012
|
|
|
158,777,211
|
|
|
53,944,188
|
|
Food & Beverage and service cost
|
|
|
98,441,323
|
|
|
50,548,808
|
|
|
1,167,596
|
|
Sales commissions
|
|
|
37,592,689
|
|
|
12,047,140
|
|
|
—
|
|
Management fees operators
|
|
|
23,928,681
|
|
|
6,031,578
|
|
|
—
|
|
Depreciation and amortization
|
|
|
319,768,815
|
|
|
135,498,890
|
|
|
1,808,833
|
|
Development contributions to the local area
|
|
|
—
|
|
|
—
|
|
|
25,862,069
|
|
Property tax
|
|
|
12,444,214
|
|
|
10,062,451
|
|
|
15,605,504
|
|
Fees
|
|
|
151,697,897
|
|
|
81,161,295
|
|
|
67,534,391
|
|
Administrative fees
|
|
|
17,540,773
|
|
|
16,148,254
|
|
|
1,784,617
|
|
Maintenance and conservation
|
|
|
52,727,323
|
|
|
9,676,728
|
|
|
10,218,739
|
|
Utility expenses
|
|
|
67,542,771
|
|
|
11,806,600
|
|
|
2,386,067
|
|
Advertising
|
|
|
53,064,373
|
|
|
7,326,696
|
|
|
9,806,261
|
|
Donations
|
|
|
7,842,770
|
|
|
7,676,660
|
|
|
1,000,000
|
|
Insurance
|
|
|
35,771,206
|
|
|
14,820,097
|
|
|
3,891,189
|
|
Software
|
|
|
6,948,956
|
|
|
6,744,506
|
|
|
2,226,283
|
|
Cleaning and laundry
|
|
|
11,301,594
|
|
|
9,197,151
|
|
|
1,622,716
|
|
Bank commissions
|
|
|
31,109,553
|
|
|
8,317,475
|
|
|
6,700,414
|
|
Operating supplies and equipment
|
|
|
21,804,534
|
|
|
—
|
|
|
—
|
|
Other costs
|
|
|
107,481,760
|
|
|
62,238,994
|
|
|
45,073,847
|
|
Total direct and selling, general and administrative
expenses
|
|
|
1,382,530,244
|
|
|
608,080,534
|
|
|
250,632,714
|
|
Other income
|
|
|
190,235,287
|
|
|
25,560,552
|
|
|
33,514,903
|
|
Other expense
|
|
|
(5,474,442)
|
|
|
(9,801,077)
|
|
|
(3,874,125)
|
|
Listing expense
|
|
|
(917,366,970)
|
|
|
—
|
|
|
—
|
|
Gain (loss) on revaluation of investment property
|
|
|
239,508,510
|
|
|
(86,598,436)
|
|
|
298,089,926
|
|
Changes in fair value of financial derivative instruments
|
|
|
(43,348,480)
|
|
|
(75,868,263)
|
|
|
200,739,870
|
|
Changes in fair value of warrants
|
|
|
(51,946,426)
|
|
|
—
|
|
|
—
|
|
Exchange rate (loss) income, net
|
|
|
(1,492,245,569)
|
|
|
768,699,652
|
|
|
276,747,870
|
|
Interest income
|
|
|
34,942,822
|
|
|
8,845,532
|
|
|
555,638
|
|
Interest expenses
|
|
|
(797,018,177)
|
|
|
(303,746,643)
|
|
|
(86,485,683)
|
|
(Loss) profit before income taxes
|
|
|
(3,495,289,882)
|
|
|
5,662,697
|
|
|
475,086,707
|
|
Income taxes
|
|
|
(72,675,696)
|
|
|
52,130,224
|
|
|
(230,709,407)
|
|
Net (loss) profit for the period
|
|
|
$(3,567,965,578)
|
|
|
$57,792,921
|
|
|
$244,377,300
|
|
|
|
|
|
|
|
|
|
|
|
13
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
Items that will not be
reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
Revaluation of property, construction in process and
equipment net of deferred income tax
|
|
|
234,366,712
|
|
|
(622,987,642)
|
|
|
4,206,327,542
|
|
Remeasurement of net defined benefit liability net
of deferred income tax
|
|
|
11,610
|
|
|
87,219
|
|
|
(1,788,136)
|
|
Cumulative translation adjustment
|
|
|
(5,243,648)
|
|
|
—
|
|
|
—
|
|
Other comprehensive income (loss) for the period
|
|
|
229,134,674
|
|
|
(622,900,423)
|
|
|
4,204,539,406
|
|
Total comprehensive (loss) income
|
|
|
$(3,338,830,904)
|
|
|
$(565,107,502)
|
|
|
$4,448,916,706
|
|
|
|
|
|
|
|
|
|
|
|
14
TABLE OF CONTENTS
RISK FACTORS
An investment in our ordinary shares involves
significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ordinary shares. If any of the risks below occur, our business,
financial condition, or operating results could be materially and adversely affected. In that case, the trading price of the shares could decline, and you could lose all or part of your investment, and our ability to make any dividend payments to
you, if declared, could be affected, and you may lose some or all of your investment.
This prospectus also contains forward-looking
statements that regard situations that may involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us
described below and elsewhere in this annual report. See “Special Note Regarding Forward-Looking Statements” for more information regarding these forward-looking statements.
Risks Related to Murano’s Business and Operating in the Hotel
Industry
Our total current liabilities exceed the
amount of the total current assets, which has placed significant doubt on our ability to continue as a going concern.
The Murano Group Consolidated and Combined Financial Statements
were prepared assuming that the Company will continue as a going concern. However, management has identified material uncertainties that cast substantial doubt on the ability of the Company to continue as a going concern. As a result, the Company
may be unable to realize its assets and discharge its liabilities in the normal course of business.
The Company is an early-stage and emerging growth company. The
Group has incurred significant debt primarily to fund operating expenses and finance the construction projects mentioned in note 1(a) to the Murano Group Consolidated and Combined Financial Statements. As of December 31, 2024, total current
liabilities exceed the amount of total current assets, and based upon the Group’s current plans, management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of the Murano
Group Consolidated and Combined Financial Statements may be insufficient. In addition, as of and after December 31, 2024, certain covenants have been breached and defaults have occurred and continue with respect to certain financial indebtedness
or leases of the Company, as follows:
|
i.
|
The debt service reserve account related to the Insurgentes Loan has not been funded as of December 31, 2024, and as a result the
covenant to maintain such reserve account funded was breached. As of the date of the issuance of the Murano Group Consolidated and Combined Financial Statements, the Group has requested a waiver of this breach from Bancomext and is in
discussions to potentially obtain this waiver in the short term. The Group foresees that other relevant covenants will be in breach for the Insurgentes Loan as the coverage of the debt service ratio of 1.0 to 1.2 will not be achievable in
the next 12 months based on management projections. On January 8, 2025 and April 7, 2025, the Group paid the quarterly interest.
|
As of December 31, 2024, the outstanding amount of the
Insurgentes Loan was Ps.$2,029.1 million.
|
ii.
|
The Beach Club Loan described in note 10 (10) to the Murano Group Consolidated and Combined Financial Statements (the “Beach Club
Loan”) is in breach as the Group did not pay the annual interest due in December 2024. The Beach Club Loan has not been accelerated and ALG has not notified any intention to accelerate the Beach Club Loan, however pursuant to IAS 1
“Presentation of Financial Statements”, the Beach Club Loan is classified as current liability as of December 31, 2024.
|
|
iii.
|
The Murano Group did not make interest or lease payments, as applicable, under the Exitus Loan, the Finamo Sale and Lease Back
Agreements, the Finamo Loans and the Exitus Sale and Lease Back Agreement from January to June 2025. Such payment defaults (in addition to defaults existing as of December 31, 2024) could, in certain circumstances which have not yet
occurred, trigger cross-defaults under other debt and lease instruments in respect of which the Murano Group is an obligor.
|
|
iv.
|
The Murano Group has analyzed the risk of present and future covenant breaches under the terms of the Nafin Loan agreement, due to
non-compliance with: (i) the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025, and (ii) the covenant that requires the substitution of the collateral with a mortgage over the private unit number three,
located in Boulevard Kukulcán, in the lot
|
15
TABLE OF CONTENTS
marked as Supermanzana A-2 “A,” second tourist stage, located in the Tourist
Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 79,974.10 m2 (the “GIC Private Unit 3”). The Company has been, and is actively in, discussions with NAFIN to obtain a waiver for
these covenants.
|
v.
|
See Notes 10 and 19 of the Murano Group Consolidated and Combined Financial Statements for additional details about defaults
subsequent to December 31, 2024.
|
These defaults and/or covenant breaches may result in defaults or
events of default under other documents and instruments evidencing indebtedness or lease liabilities of Murano Group.
Certain covenant tests will arise, under the terms of the various
Murano Group loans, during the following twelve months after the Murano Group Consolidated and Combined Financial Statements were authorized to be issued, which Management does not expect will be met. In order to address and mitigate the risks of
such possible future covenant breaches, the Murano Group has retained specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. The plan is that the debt
restructuring will address and resolve the risks of such future possible covenant breaches through negotiating different terms with the various lenders. Whilst the terms of such a debt restructuring have not yet been agreed with the Murano
Group’s various lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action to address the Group’s financial position and mitigate the risk over
our ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to its hotel operations in Cancun (including changes to the hotel management agreement and operational partners), which could
generate additional cash flows compared to the current commercial arrangements.
As a result of these conditions, substantial doubt exists about
the ability of the Group to continue as a going concern following twelve months after the Murano Group Consolidated and Combined Financial Statements were authorized to be issued.
Management continues evaluating strategies to obtain the required
additional funding necessary for future operations, to comply with all covenants as required by the documents or instruments evidencing debt or lease liability of the Murano Group or to execute a debt restructuring plan which would result in a
relaxation or removal of certain covenants, and to be able to discharge the outstanding debt and other liabilities as they become due. In assessing these strategies, management has considered the available cash resources, inflows from the hotels
that are already in operation, and future financing options that may be available to the Group such as new or restructured loan agreements and the possible financial support of the major shareholder of the Group. However, the Group may be unable
to access further equity or debt financing when needed. As such, there can be no assurance that the Group will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
The Murano Group Consolidated and Combined Financial Statements
do not include any adjustments to the carrying amounts and classifications of assets and liabilities and reported expenses that may otherwise be required if the going concern basis for the Group as of December 31, 2024, and for the year then
ended, and for entities comprising the Group, were not appropriate.
We have substantial debt that may be called
on demand of lender due to existing or future breach in covenants or defaults.
Instruments governing our existing indebtedness contain, and the
instruments governing indebtedness we may incur in the future may contain, certain affirmative and negative covenants and require us and our subsidiaries to meet certain financial ratios and tests. Our failure to comply with the obligations
contained in these instruments could result in an event of default under the applicable instrument, which could then result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such an event, we
would need to raise funds from alternative sources, which may not be available to us on favorable terms, on a timely basis, or at all. Alternatively, such default could require us to sell our assets and otherwise curtail operations in order to
pay our creditors.
As of December 31, 2024, the Murano Group had complied with all
terms and covenants included in its debt instruments, except for the breach of Inmobiliaria Insurgentes 421 to fund the reserve account under the Insurgentes Loan, the interest payment default under the Beach Club Loan with respect to the coupon
due in
16
TABLE OF CONTENTS
December 2024, and the interest or lease payments, as applicable, under the
Exitus Loan, the Finamo Sale and Lease Back Agreements, the Finamo Loans and the Exitus Sale and Lease Back Agreement from January to June 2025. None of these loans or leases have been accelerated by Bancomext, ALG, Exitus or Finamo,
respectively, nor have any parties threatened to accelerate such loans, however such defaults could, in certain circumstances which have not yet occurred, also trigger cross-defaults under other debt and lease instruments in respect of which
entities of the Murano Group are obligors.
Management is reviewing potential defaults and expects to
proactively engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of this prospectus.
Subsequent phases to our existing projects
and potential enhancements at our hotel properties will likely require us to raise additional capital.
We accessed the debt capital markets to issue U.S.$300.0 million
of our 11% senior secured notes pursuant to the Indenture, maturing on September 2031 (the “2031 Notes”) in order to complete subsequent phases of the GIC I Hotel; we will likely need to access the capital markets again 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.
We may not be able to generate sufficient
cash to service all our indebtedness and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt
obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may
be unable to maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund
our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, seek additional debt or equity capital or restructure or refinance our indebtedness. We may
not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternatives may not allow us to meet our scheduled debt service obligations.
Our inability to generate sufficient cash flows to satisfy our
debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations.
If we cannot make scheduled payments on our debt, we will be in
default and our creditors could declare outstanding principal and interest to be due and payable, causing a cross-acceleration or cross-default under certain of our debt agreements, and we could be forced into bankruptcy, liquidation or
restructuring proceedings. All of these events could result in your losing your investment in our shares or your investment being impaired.
We will be dependent on the operation and
business of our hotel properties for substantially all of our revenue.
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, fixtures 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.
17
TABLE OF CONTENTS
If the hotel operators or third-party
only travel agencies consolidate through merger and/or acquisition transactions, we may experience undefined and unknown costs related to integrating processes and systems, less negotiating power over contracts and/or higher costs of obtaining
customers.
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 online travel agencies (“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.
Delays in receiving refunds of value added
tax paid in connection with our acquisition and construction of hotels could have a material adverse effect on our cash flow and results of operations.
We are required to pay value added tax (“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.
We may be subject to adverse legislative or
regulatory tax changes that could affect our operations.
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 our shares. 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.
We and our hotel operators may be subject
to audits by the tax authorities.
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.
We may not be able to deliver projects on
time and within our estimated budget.
The budget estimated for the construction and development of our
projects under completion 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 projects of the
scope and scale undertaken by us are subject to significant development, construction and timing risks, including the following:
|
•
|
changes to, or mistakes in, project plans and specifications, some of which may require the approval of state and local regulatory
agencies;
|
|
•
|
engineering problems, including defective plans and specifications;
|
18
TABLE OF CONTENTS
|
•
|
shortages of, and price increases in, energy, materials, and skilled and unskilled labor, and inflation in key supply markets;
|
|
•
|
delays in delivery of materials or furniture, fixtures or equipment;
|
|
•
|
changes to, or mistakes in budgeting;
|
|
•
|
the financial health of our contractor and subcontractors;
|
|
•
|
changes in laws and regulations, or the interpretation and enforcement of laws and regulations, applicable to real estate
development or construction projects;
|
|
•
|
labor disputes or other work delays or stoppages, including needing to redo work;
|
|
•
|
disputes with and defaults by contractors, subcontractors, consultants and suppliers;
|
|
•
|
site conditions differing from those anticipated;
|
|
•
|
environmental issues, including the discovery of unknown environmental contamination;
|
|
•
|
health and safety incidents and site accidents;
|
|
•
|
weather interferences or delays;
|
|
•
|
fires and other natural or human-made disasters; and
|
|
•
|
other unanticipated circumstances or cost increases.
|
The development costs of our future
projects are estimates only, actual development costs may be higher than expected and we may not have access to additional capital to fund our property development projects and/or otherwise fulfill our business strategy.
Our plans and specifications for the development of our future
projects are not complete and may be subject to change. Our current budget is based on our preliminary plans, which are subject to change. 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 initial estimates, and the actual construction costs may be significantly higher than expected. We currently expect that existing cash resources together with borrowings under our existing
financings, will not be sufficient to fund the currently foreseeable construction budget of our 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.
We execute transactions with related
parties that third parties could deem not to be arms’ length.
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.
19
TABLE OF CONTENTS
Contractual and other disagreements with
or involving our current and future third-party hotel managers could make us liable to them or result in litigation costs or other expenses.
We do not operate some of our hotels. As a result, we are unable
to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such as decisions with respect to the setting of room rates, repositioning of a hotel, food and beverage pricing and certain
similar matters. Although we consult with the hotel operators with respect to strategic business plans, the hotel operators are under no obligation to implement any of our recommendations with respect to such matters. 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.
Thus, even if we believe our hotels are being operated
inefficiently or in a manner that does not result in satisfactory occupancy rates, RevPAR, ADR or operating profits, we may not have sufficient rights under our hotel operating agreements to enable us to force the hotel operator to change its
method of operation. We generally can only seek redress if a hotel operator violates the terms of the applicable operating agreement, and then only to the extent of the remedies provided for under the terms of the agreement. Some of the operating
agreements have lengthy terms and may not be terminable by us before the agreement’s expiration. In the event that we are able to and do replace any of our hotel operators, we may experience significant disruptions at the affected hotels, which
may adversely affect our ability to make distributions to holders of ordinary shares.
The Murano Group is currently discussing with Hyatt Inclusive
Collection potential changes to the current operations and administration services of the GIC I Hotel under the GIC I Hotel Management Agreement.
We are dependent on the performance of our
hotel managers.
Our Insurgentes 421 Hotel Complex in Mexico City is managed by
Hyatt and Accor pursuant to separate hotel management agreements that expire on December 31, 2043. The GIC I Hotel is 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.
We will not control the operation of the properties and 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 efficiently and profitably, and if
they fail to do so, it could have a material adverse effect on our business, financial condition and results of operations.
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
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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.
Cyber threats and the risk of data
breaches or disruptions of our hotel managers’ or our own information technology systems could materially adversely affect our business.
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 cyber-attacks 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.
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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.
Costs associated with, or failure to
maintain, brand operating standards may materially and adversely affect our results of operations and profitability.
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 canceled 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.
Our efforts to develop, redevelop or
renovate our properties, in connection with our active asset management strategy, could be delayed or become more expensive, which could reduce revenues or impair our ability to compete effectively.
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.
We are subject to risks associated with
the concentration of our Hotels in the Hyatt and Accor family of brands.
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 or deterioration 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.
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Our properties are geographically
concentrated in Mexico City, Cancun and Ensenada and, accordingly, we could be disproportionately harmed by adverse changes to these markets, natural disasters, climate change and related regulations.
Our existing and projected entire room count is 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, including the
increasing presence of Hyatt due to the agreement with Grupo Piñero, a Spain-based hotel operator and leisure services provider announced in October 2024, in which it added approximately 3,200 keys to Hyatt’s all-inclusive hotel offering and a
new brand to the portfolio, including four hotels in the Riviera Maya under the Bahia Principe brand, and the acquisition of Playa Hotels & Resorts announced in January 2025, in which it added approximately 8,000 keys to Hyatt’s hotel
portfolio (approximately 4,000 keys in Mexico), which further increased Hyatt’s brand presence, increasing nearby competition for the GIC Complex in Cancun.
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.
If the insurance that we carry does not
sufficiently cover damage or other potential losses or liabilities involving our properties, including as a result of terrorism and climate change, our profits could be reduced.
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.
We are subject to risks associated with the
employment of hotel personnel, particularly with hotels that employ unionized labor.
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
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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.
Terrorist acts, armed conflict, civil
unrest, criminal activity, and threats thereof, and other events impacting the security of travel or of our contractors or the perception of security of travel or that of our contractors could adversely affect the demand for travel and lodgings.
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 and the Israel-Palestine conflict, 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 Ensenada. 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.
We face significant competition in the
lodging industry in Mexico.
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 increasing use of internet travel
intermediaries by consumers could have a material adverse effect on us.
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.
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There is increased competition from
global hospitality branded companies in the all-inclusive market segment.
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.
We have significant exposure to currency
exchange rate risk.
Revenue from hotel operations is primarily received in U.S.
dollars and the majority of our operating expenses are incurred locally at our properties and are denominated in Mexican pesos. Our outstanding debt borrowings are payable largely 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 primarily 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.
Our projects, and any future acquisition,
expansion, repositioning, redesign, and rebranding projects will be subject to timing, budgeting, and other risks, which could have a material adverse effect on us.
We may develop, acquire, expand, reposition, or rebrand resorts
(such as the GIC Complex, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village 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, redesign or rebrand resorts or convert resorts to condominiums, we could be
subject to risks associated with, among others:
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strikes or other labor issues;
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development costs incurred for projects that are not pursued to completion;
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investment of substantial capital without, in the case of developed or repositioned resorts, immediate corresponding income;
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results that may not achieve our desired revenue or profit goals;
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acts of nature such as earthquakes, hurricanes, floods or fires that could adversely impact a resort;
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ability to raise capital, including construction or acquisition financing; and
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governmental restrictions on the nature or size of a project.
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We have seen certain construction timelines lengthen due to
competition for skilled construction labor, disruption in the supply chain for materials, especially as a result of COVID-19, and these circumstances could replicate or worsen in the future. As a result of the foregoing, we cannot assure you that
any development, acquisition, expansion, repositioning, redesign and/or rebranding project, including the development of the
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GIC Complex, the Resort Property in Baja Development Project, the Baja Park
Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village, 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.
Given the beachfront locations of the GIC
Complex, we are particularly vulnerable to extreme weather events, such as hurricanes, which may increase in frequency and severity as a result of climate change and adversely affect our business.
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.
Consequences of climate change, such as the
appearance of large masses of sargassum seaweed in the Yucatán Peninsula and beach erosion effects, could result in decreased tourism appetite in Cancun, which could have a material adverse effect on our business.
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 to do so.
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.
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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 on the Nichupté Lagoon and
not on the beach, a decrease in the attractiveness of the overall Cancun area as a tourist destination as a result of the above could have a material adverse effect on our business.
We cannot predict the impact that changing
climate conditions, as well as legal, regulatory, and social responses thereto, may have 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 require ongoing and often
costly maintenance, renovations, and capital improvements.
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.
Our business is susceptible to reductions
in discretionary consumer and corporate spending due to global economic conditions.
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 seasonality of the lodging industry
could have a material adverse effect on us.
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
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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 cyclical nature of the lodging industry
may cause fluctuations in our operating performance.
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.
If the hotel operators are unable to
recruit, train and retain qualified management and employees, our business could be significantly harmed.
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.
Our hotels may contain or develop harmful
mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or property damage, or cost for remediation, and may adversely impact our financial condition and results of operations.
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.
The departure of any key personnel with
significant experience and relationships in the lodging industry from any of our hotels could materially and adversely impede or impair our ability to compete effectively and limit future growth prospects.
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.
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From time to time, we and/or our
affiliates may be involved in legal and other proceedings which may have an adverse effect on our properties, business and operations and/or a negative impact on our reputation.
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.
We and our hotel operators are subject to
the risk of increased lodging operating expenses.
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:
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The need for business-related travel and,
thus, demand for rooms in our hotels may be materially and adversely affected by the increased use of business-related technology.
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.
Lack of sufficient air service to Mexico
City, Cancun or Ensenada could adversely affect our revenues and profits.
Nearly all of our prospective international customers travel to
Mexico City, Cancun or Ensenada by air. Although we believe that the current level of air service to Mexico City, Cancun and Ensenada 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.
Many of our guests depend on a combination
of scheduled commercial airline services and tour operator services to transport them to airports near our resorts.
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
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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.
Illiquidity of real estate investments
could significantly impede our ability to sell our Hotels or otherwise respond to adverse changes in our Hotels performance.
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.
Increases in property taxes would increase
our operating costs.
The Insurgentes 421 Hotel Complex, the Vivid Hotel and any future
hotels within the GIC Complex are 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 properties and operations are subject
to extensive environmental, health and safety laws and regulations.
Our properties and operations are subject to numerous covenants,
laws, regulations, rules, codes and to oversight by various federal, state and local governmental authorities, including those related to ecological ordinance, environmental impact, municipal and/or forest land use changes, health and safety,
fire protection and seismic matters in each of the places in Mexico in which we operate.
These laws and regulations require that we obtain, and maintain
(as applicable) several permits in connection with the site preparation, construction and operation of our businesses, which can sometimes impose restrictive covenants or are conditioned to the fulfillment of actions such as the obtaining of
prior approval from other local authorities or communities so that they become in full force and effect and we can initiate site preparation and construction; the issuance of these permits can also be delayed due to extreme backlog in the
processing of authorizations by some authorities, causing rippled delays in our prospective project schedules and may require us to incur significant additional costs on short notice which may adversely affect our financial condition to move
forward with the development of our projects. Our growth strategy may be adversely affected by our ability to obtain permits, licenses and approvals. Our failure to obtain such permits, licenses and approvals could have a material adverse effect
on our business, financial condition and results of operations.
We are also exposed to the risk of a sudden increase in becoming
liable for contamination at any Murano Group’s properties or resorts which could be the result of third-party actions on-site or migrating from nearby areas and/or the number of complaints against us as a result of changes in the existing
regulation (or in the interpretation thereof), such as the enactment of various legal reforms to allow class actions, those that seek the protection of indigenous or afro Mexican communities’ rights or to protect other diffuse and collective
human rights such as the human right to access to water.
In addition, future changes in the regulation applicable to our
industry may result in the risk of temporary water restrictions, revocation of concession titles impeding us to use national assets such as federal maritime terrestrial zones adjacent to our properties, the imposition of bans or restrictions on
the use of certain products,
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vape smoking bans in our restaurants, increases in the taxation of luxury goods
or the sale of alcohol or high-calorie beverages, restrictions on the hours of operation of our restaurants, convention centers, etc. and we may incur costs that have a material adverse effect on our results of operations and financial condition
as a result thereof or of any liabilities under or potential violations of environmental, health and safety laws and regulations.
We anticipate that the regulation of our business operations
under Mexican federal, state and local environmental laws and regulations will increase and become more stringent over time. We cannot predict the effects of such changes, if any, that the adoption of additional or more stringent environmental
laws and regulations would have on our results of operations, cash flows, capital expenditure requirements or financial condition.
It is possible that we will require
additional capital to meet our financial obligations and support business growth, and this capital might not be available on acceptable terms or at all.
We intend to continue to make significant investments to support
our business growth and expect to require additional funds to respond to business challenges. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of
equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt
financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue
business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when and if we
require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.
We have incurred significant additional
indebtedness, which may impair our ability to raise further capital or impact our ability to service our debt.
We have incurred significant additional indebtedness during
recent periods. Our additional indebtedness may impair our ability to raise further capital, including to expand our business, pursue strategic investments, and take advantage of financing or other opportunities that we believe to be in the best
interests of Murano and our shareholders.
Our ability to make scheduled payments of the principal of, to
pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future
sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, curtailing spending, restructuring debt, or
obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. Our additional indebtedness may also
impact our ability to service our debt and to comply with financial covenants and the other terms of our relevant credit arrangements, in which case our lenders might pursue available remedies up to and including terminating our credit
arrangements and foreclosing on available collateral.
While we have implemented efforts to curtail spending, there is
no assurance that any such efforts will be successful or will have intended effect on our available cash.
Our recurring losses and negative cash flow
from operations, as well as current cash and liquidity projections, raise substantial doubt about our ability to continue as a going concern.
Based on recurring losses from operations and negative cash flows
from operations for the year ended December 2024, and the three months ended March 31, 2025 as well as current cash and liquidity projections, we have concluded that there is substantial doubt about our ability to continue as a going concern for
the next twelve months. Our consolidated financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of
assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. You should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy
claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.
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Risks Related to Doing Business in Mexico
All of Murano’s assets are located in
Mexico. Therefore, we are subject to political, economic, legal, and regulatory risks specific to Mexico and the Mexican real estate industry and lodging sector and are vulnerable to an economic downturn, other changes in market conditions, acts
of violence, or natural disasters in Mexico or in the regions where our properties are located.
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.
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, financial condition, and results of operations 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 placed them on negative outlooks. On July 18, 2024, Fitch Ratings has affirmed Mexico’s Long-Term (LT) Foreign Currency (FC) Issuer Default Rating (IDR) at ‘BBB-’; with a stable rating outlook. On
November 14, 2024, Moody’s assigned Mexico a rating of Baa2; with a stable rating outlook. We cannot ensure that the rating agencies will not announce downgrades of Mexico and/or PEMEX in the future and any such downgrades could adversely affect
the Mexican economy and, consequently, our business, financial condition, results of operations, and prospects.
Political instability in Mexico could
negatively affect our operating results.
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 Claudia Sheinbaum’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.
Our assets are located in Mexico and are
therefore subject to the provisions of the National Law of Domain Extinction (Ley Nacional de Extinción de Dominio).
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.
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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 his or her 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.
Fluctuations in the U.S. economy or the
global economy, in general, may adversely affect Mexico’s economy and our business.
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.
Developments in other countries,
particularly the United States, could materially affect the Mexican economy and, in turn, 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 and the USMCA, 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. In 2023 Mexico surpassed China as the largest exporter to the U.S. and on an annual basis, as of December 31, 2024, U.S.$505.9 billion or 84% of Mexico’s total exports were 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 potential 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.
Tariffs and trade restrictions could
increase our costs and delay our projects.
The United States has imposed tariffs on various goods from
Mexico and Canada, including key construction materials like steel and aluminum. These trade barriers have driven up the cost of critical building
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components needed for our development projects. Tariffs broadly raise prices
across the supply chain for essential inputs such as cement, lumber, copper, steel and aluminum, directly increasing our construction expenses in Mexico. Trade measures can also disrupt supply chains: tariffs often slow down customs processing
and cause material shortages or delivery delays, which put our projects at risk of schedule overruns and higher costs. If our construction costs surge or projects are delayed due to tariff-related issues, we may not be able to fully offset these
impacts or pass them on to customers, which could adversely affect our profitability.
Trade tensions also create broader risks for our industry,
especially in the hospitality sector. In retaliation to U.S. tariffs, Mexico has implemented tariffs on U.S. exports-focusing on products like steel and agricultural goods. Such retaliatory measures can increase the cost of goods and services in
our hotels and resorts. For instance, higher duties on imported food and beverages can raise operating costs for our projects in Mexico. Similarly, Canada and other U.S. trading partners have responded with their own counter-tariffs on U.S.
products, compounding the potential supply disruptions and cost pressures on materials and goods we rely on. These trade actions could also dampen economic activity or spur inflation in Mexico and Canada, which may reduce business investment,
consumer spending, and travel in those markets-factors that are important to our operations.
Moreover, the regulatory trade environment is in flux, and
shifting policies make long-term project planning challenging. Major trade negotiations and agreements (such as the transition from North American Free Trade Agreement to the USMCA) have been influenced by tariff disputes, and future policy
changes could occur with little warning. This unpredictability means the costs and availability of construction materials, as well as the viability of cross-border projects, can change abruptly. We cannot predict further developments in trade
policy, and existing or future tariffs or other trade restrictions (including retaliatory measures) could materially and adversely affect our development projects, operating results and financial position.
General economic uncertainty and weak
demand in the lodging industry could have a material adverse effect on 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.
If the Mexican government imposes exchange
controls and/or other similar restrictions, the Mexican economy and our operations may be negatively affected.
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.
Security risks in Mexico could increase,
and this could adversely affect the Mexican economy and our business, financial condition, and results of operations.
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.
In September 2024, the U.S. Department of State updated its
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
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groups. While no travel restrictions are in place for U.S. government employees
for Mexico City or Quintana Roo state (including Cancun), the U.S. Department of State suggests exercising increased caution due to crime in these areas. Continuing travel advisories by the U.S. Department of State in these and other states, and
any future travel advisories issued by the U.S. or other countries could reduce 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, and antitrust laws and regulations in Mexico.
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, financial condition, results of operations, and reputation.
We are subject to laws applicable to the
development of our properties, including stricter environmental laws and regulations.
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
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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.
Governmental regulation may adversely
affect the operation of our properties and our business as a whole.
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.
Risks Related to Murano Being a Public-Company
Murano will incur increased costs as a
result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
As a public company, Murano has incurred and will continue to
incur significant legal, accounting, and other expenses that it did not incur as a private company. For example, Murano is subject to the reporting requirements of the Exchange Act and is 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 U.S. Securities and Exchange Commission (“SEC”) and Nasdaq.
We expect that compliance with these requirements will increase
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 Murano is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a public company, Murano 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.
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Murano is an “emerging growth company”,
and the reduced disclosure requirements applicable to emerging growth companies may make our securities less attractive to investors.
Murano is an “emerging growth company,” as defined in the JOBS
Act. As a result, Murano is 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 and prospective investors may not have access to certain information that they deem important. Murano could be an emerging growth company for up to five years, although it could lose that status sooner if its gross
revenue exceeds U.S.$1.07 billion, if Murano issues more than U.S.$1.0 billion in nonconvertible debt in a three-year period, or if the fair value of its shares held by non-affiliates exceeds U.S.$700.0 million (and Murano has been a public
company for at least 12 months and have filed one annual report on Form 20-F).
We cannot predict if prospective investors will find our
securities less attractive if we rely on these exemptions. If they 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.
Murano may lose its foreign private
issuer status in the future, which could result in significant additional costs and expenses, and subject us to U.S. GAAP reporting requirements which may be difficult for us to comply with.
As a “foreign private issuer,” Murano is 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, 2025.
In the future, Murano could lose its foreign private issuer
status if a majority of its ordinary shares are held by residents in the United States and it fails to meet any one of the additional “business contacts” requirements. Although Murano intends to follow certain practices that are consistent with
U.S. regulatory provisions applicable to U.S. companies, its loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to Murano under U.S. securities laws if it is deemed a U.S. domestic
issuer may be significantly higher. If Murano is not a foreign private issuer, it 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, it would become subject to the Regulation FD promulgated by the SEC, aimed at preventing issuers from making selective disclosures of material information. It also may be required to modify
certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, it 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, Murano is permitted to follow home country practice in lieu of the above requirements. While it is not currently using the following exemptions from certain Nasdaq corporate governance standards as of the date of this
prospectus, as long as it relies on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a majority of the directors on its board of directors are not required to be independent directors, its remuneration
committee is not required to be comprised entirely of independent directors and it will not be required to have a nominating and corporate governance committee. Also, Murano would be required to change its basis of accounting from IFRS as issued
by the IASB to U.S. GAAP, which may be difficult and costly for it to comply with. If Murano loses its foreign private issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, it 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.
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Murano Group’s financial reporting
infrastructure requires enhancement to meet the requirements of a public company.
We are required to meet onerous standards of financial reporting
and control to satisfy the needs of a company listed on Nasdaq and significant changes and enhancements are required to staffing and infrastructure to deliver these requirements. The Murano Group is the consolidation and combination of several
private entities under common control in 2024 and prior years, respectively; however, such entities were previously managed as a family business. We were not previously required to perform an evaluation of internal control over financial
reporting in accordance with the provisions of the Sarbanes-Oxley Act and it is likely if an evaluation had been performed, certain control deficiencies may have been identified, and those control deficiencies could have also represented one or
more material weaknesses.
Murano Group has identified material
weaknesses in its internal control over financial reporting.
In connection with the audit of Murano Group Consolidated and
Combined Financial Statements as of and for the year ended December 31, 2024, Murano Group’s management and its independent registered public accounting firm identified deficiencies that Murano Group concluded represented material weaknesses in
its internal control over financial reporting primarily attributable to its lack of an effective control structure and sufficient financial reporting and accounting personnel. The material weaknesses in the control framework were identified and
include the following:
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Lack of management review regarding the identification and assessment of the proper accounting of significant unusual
transactions.
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Failure of design and implementation controls to properly evaluate the appropriateness of consolidated financial statements and
disclosures in accordance with the applicable framework.
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The Group does not have sufficient technical personnel with an appropriate level of technical experience required for timely and
accurate financial accounting in accordance with IFRS and reporting requirements, and
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Lack of sufficient technological infrastructure.
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This could result in material misstatements in Murano Group’s
historical financial reports and, if Murano Group is unable to successfully remediate the material weaknesses, the accuracy and timing of Murano Group’s financial reporting maybe adversely affected, investors may lose confidence in the accuracy
and completeness of the Company’s financial reports, and the market price of the Notes may be materially and adversely affected.
The Murano Group is in the process of enhancing the financial
reporting infrastructure and internal control environment for the newly combined business including the hiring of suitably qualified personnel with appropriate technical accounting knowledge and experience with respect to the design and
implementation of a robust system of internal controls, the application of IFRS, and the implementation of a reporting structure to deliver internal and external reporting befitting a Nasdaq listed company. Currently, the Murano Group is
migrating the accounting system to Oracle Net Suite, a robust ERP that is expected to help the Murano Group to reduce manual processes and enhance the control environment. We cannot assure you these actions will be effective to address any
material weaknesses and if unable to successfully address them, we 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 us,
including a potential loss of investor confidence or delisting.
We may not be able to satisfy the listing
requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.
We are required to meet certain financial and liquidity criteria
to maintain our Nasdaq listing. If we violate Nasdaq listing requirements or fail to meet any of its listing standards our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on
a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market
price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock would significantly impair our ability to raise capital and the value of your investment.
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The fair value of our fixed assets
requires subjective judgement and may be subject to volatility, which could significantly affect our financial condition.
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 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.
Our results of operations include losses on
revaluation adjustments on investment properties, which may fluctuate significantly over financial periods and may materially and adversely affect our business, results of operations and financial condition.
For the year ended December 31, 2024, we had a gain on
revaluation of investment properties of Ps.$239.5 million. The adjustments were not actual cash flow transactions or 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, financial condition, and results of operations may be materially and adversely affected.
The fair value of our fixed assets
(including construction in process and land) may be harmed by certain factors that may entail impairment losses not previously recorded, which would affect our financial results, our financial condition and thus the satisfaction of financial
covenants.
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 Insurgentes 421 Hotel Complex and the Vivid Hotel, (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
Insurgentes 421 Hotel Complex and the Vivid Hotel 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 Insurgentes 421 Hotel Complex and the Vivid Hotel
may be materially adversely affected by:
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changes in global and national economic conditions, including global or national recession;
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a general or local slowdown in the real property market, such as the recent global slowdown;
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political events that may have a material adverse effect on the hotel industry;
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competition from other lodging facilities, and oversupply of hotel rooms in Mexico City and Cancun;
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material changes in operating expenses, including as a result of changes in real property tax systems or rates or labor laws;
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changes in the availability, cost and terms of financing;
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the effect of present or future environmental laws;
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our ongoing need for capital improvements and refurbishments; and
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material changes in governmental rules and policies.
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Murano may be or become a PFIC, which could
result in adverse U.S. federal income tax consequences to U.S. holders of ordinary shares.
In general, a non-U.S. corporation, such as Murano, will be a
passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, (i) 75% or more of its gross
income is passive income, and/or (ii) 50% or more of the value of its assets (generally based on the quarterly average of the value of its assets during such year) is attributable to assets that produce passive income or are held for the
production of passive income, including generally cash and various crypto assets. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income
and net foreign currency gains.
Based on the expected composition of Murano’s gross assets and
income and the manner in which Murano expects to operate its business in 2025 and future years, Murano does not expect to be classified as a PFIC for U.S. federal income tax purposes for Murano’s 2025 taxable year or in the foreseeable future.
However, whether Murano is a PFIC is a factual determination made annually, and Murano’s status could change depending, among other things, upon changes in the composition and relative value of its gross receipts and assets. Accordingly, there
can be no assurances Murano will not be a PFIC for its 2025 taxable year or any future taxable years.
If Murano is a PFIC for any taxable year during which a U.S.
holder owns ordinary shares, the U.S. holder generally will be subject to adverse U.S. federal income tax consequences and additional reporting requirements. U.S. holders of ordinary shares should consult their tax advisors regarding the
application of the PFIC rules to Murano and the risks of investing in a company that may be a PFIC. See “Material U.S. Federal Income Tax Considerations-Passive Foreign Investment Company Considerations.”
Risks Related to the Ownership of Murano Ordinary Shares
It is not possible to predict the actual
number of ordinary shares we will sell under the SEPA to Yorkville, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the SEPA with Yorkville.
On June 11, 2025, we entered into the SEPA with Yorkville,
pursuant to which Yorkville has committed to purchase up to U.S.$500,000,000 in ordinary shares, subject to certain limitations and conditions set forth in the SEPA. The ordinary shares that may be issued under the SEPA may be sold by us to
Yorkville at our discretion from time to time during the three-year period following the execution date of the SEPA or until the SEPA is terminated in accordance with its terms. We generally have the right to control the timing and amount of any
sales of the ordinary shares to Yorkville under the SEPA. Sales of the ordinary shares, if any, to Yorkville under the SEPA will depend upon market conditions and other factors. We may ultimately decide to sell to Yorkville all, some or none of
the ordinary shares that may be available for us to sell to Yorkville pursuant to the SEPA.
Because the purchase price per share to be paid by Yorkville for
the ordinary shares that we may elect to sell to Yorkville under the SEPA, if any, will fluctuate based on the market prices of the ordinary shares during the applicable period, it is not possible for us to predict the number of ordinary shares
that we will sell to Yorkville under the SEPA, the purchase price per share that Yorkville will pay for ordinary shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by Yorkville under
the SEPA, if any.
Moreover, even if we elect to sell to Yorkville all of the shares
being registered for resale under this prospectus, depending on the market prices of the ordinary shares at the time of such sales, the actual gross
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proceeds from the sale of all such shares may be substantially less than the
U.S.$500,000,000 Commitment Amount under the SEPA, which could materially adversely affect our liquidity.
We are a “controlled company” and the
interests of our controlling shareholder may conflict with ours or yours in the future.
Murano qualifies as a “controlled company” as defined under the
corporate governance rules of the Nasdaq, because Elías Sacal Cababie, our Chairman and Chief Executive Officer, beneficially owns 87.2% of the Company's outstanding Ordinary Shares. For so long as Murano remains a controlled company under that
definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules. As a foreign private issuer and a “controlled company,” Murano is permitted to elect to rely, and may rely, on certain
exemptions from corporate governance rules, including (i) an exemption from the rule that a majority of our board of directors must be independent directors; (ii) an exemption from the rule that director nominees must be selected or recommended
solely by independent directors; (iii) an exemption from the rule that the compensation committee must be comprised solely of independent directors; and (iv) an exemption from the requirement that an audit committee be comprised of at least three
members under Nasdaq Rule 5605(c)(2)(A). Murano has decided to rely on all of the foregoing exemptions available to foreign private issuers and “controlled companies.” Accordingly, our shareholders do not have the same protection afforded to
shareholders of companies that are subject to all of the Nasdaq corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.
Murano’s board of directors and management
have significant control over Murano’s business.
Murano’s directors and executive officers beneficially own,
directly or indirectly, in the aggregate, approximately 69,152,609 Murano Ordinary Shares, representing a maximum aggregate of approximately 87.2% of the combined voting power of Murano’s outstanding capital stock (excluding any warrants, options
or other securities exercisable for Murano Ordinary Shares). As a result, in addition to their day-to-day management roles, Murano’s executive officers and directors are able to exercise significant influence on Murano’s business as shareholders,
including influence over election of members of the board of directors and the authorization of other corporate actions requiring shareholder approval.
If securities analysts do not publish
research or reports about our business or if they publish negative evaluations of our securities, the price of our securities could decline.
The trading market for Murano’s securities will be influenced by
the research and reports that industry or securities analysts may publish about Murano, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on Murano. If no securities or
industry analysts commence coverage of Murano, Murano’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover Murano change their recommendation regarding Murano Ordinary Shares adversely, or
provide more favorable relative recommendations about its competitors, the price of Murano Ordinary Shares would likely decline. If any analyst who may cover Murano were to cease coverage or fail to regularly publish reports, Murano could lose
visibility in the financial markets, which in turn could cause its share price or trading volume to decline.
Murano’s pre-Business Combination
shareholders and the HCM Initial Shareholders are subject to lock-ups and as a result, there may be limited liquidity for Murano Ordinary Shares.
Murano’s pre-Business Combination shareholders and the HCM
Initial Shareholders, who are subject to lock-ups, hold maximums of approximately 87.2% and 11.1%, respectively, of Murano Ordinary Shares following the Business Combination exclusive of the dilutive impact of the exercise and conversion of
certain securities. On a fully-diluted basis, the HCM Initial Shareholders hold a maximum of 9.2% of the total outstanding shares. Such shareholders are subject to the lock-ups described elsewhere in this prospectus, and as a result there may
initially be limited liquidity in the trading market for our shares. In addition, even once the applicable lock-up periods expire, the liquidity for our shares may remain limited given the substantial holdings of such shareholders, which could
make the price of our shares more volatile and may make it more difficult for investors to buy or sell large amounts of our shares.
There are no current plans to pay cash
dividends on Murano Ordinary Shares for the foreseeable future.
Murano may retain future earnings, if any, for future operations,
expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as
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a public company in the future will be made at the discretion of Murano’s board
of directors and will depend on, among other things, Murano’s results of operations, financial condition, cash requirements, contractual restrictions, applicable law and other factors that Murano’s board of directors may deem relevant. In
addition, Murano’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a result, you may not receive any return on an investment in Murano Ordinary Shares
unless you sell your shares for a price greater than that which you paid for it.
If Murano were to pay dividends, holders of
Murano Ordinary Shares could be subject to withholding taxes on those dividends.
As a matter of current United Kingdom tax law, Murano is not
required to withhold any amounts on account of United Kingdom tax at source from dividend payments it makes in respect of the Murano Ordinary Shares. However, there is no guarantee that the United Kingdom will not change its laws in the future to
impose withholding tax on dividends.
An active trading market for Murano
Ordinary Shares may not develop.
Prior to the Business Combination, there was no public market for
Murano Ordinary Shares. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on Nasdaq or otherwise, or how liquid that market might become. If an active market does not develop, you may
have difficulty selling any Murano Ordinary Shares. An inactive market may also impair Murano’s ability to raise capital by selling Murano Ordinary Shares and may impair our ability to acquire or make investments in companies, products or
technologies for which we may issue equity securities to pay for such acquisition or investment.
Future resales of the Murano Ordinary
Shares issued in connection with the Business Combination may cause the market price of Murano Ordinary Shares to drop significantly, even if Murano’s business is performing well.
Murano’s pre-Business Combination shareholders and the HCM
Initial Shareholders, who are subject to lock-ups, hold maximums of approximately 87.2% and 11.1%, respectively, of Murano Ordinary Shares following the Business Combination. On a fully-diluted basis, the HCM Initial Shareholders would hold a
maximum of 9.1% of the total outstanding shares assuming maximum redemptions. Upon expiration of the applicable lock-up period(s) for these shareholders, and upon the effectiveness of any registration statement Murano files pursuant to the
Registration Rights Agreement or the Subscription Agreements, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, such Murano shareholders may sell Murano
Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Murano Ordinary Shares or putting significant downward pressure on the price of the
Murano Ordinary Shares. Further, sales of Murano Ordinary Shares upon expiration of the applicable lock-up period(s) could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not
owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. As such, short sales of Murano Ordinary Shares could
have a tendency to depress the price of the Murano Ordinary Shares, which could further increase the potential for short sales.
Murano cannot predict the size of future issuances or sales of
Murano Ordinary Shares or the effect, if any, that future issuances and sales of Murano Ordinary Shares will have on the market price of the Murano Ordinary Shares. Sales of substantial amounts of Murano Ordinary Shares (including those shares
issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing market prices of Murano Ordinary Shares.
The market price for Murano Ordinary Shares
may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volumes, prices and times desired.
The market price of Murano Ordinary Shares may be highly
volatile, which may make it difficult for you to sell your shares at the volumes, prices and times desired. Some factors that may have a significant effect on the market price of Murano Ordinary Shares include:
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actual or anticipated fluctuations in our operating results or those of our competitors;
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changes in economic or business conditions;
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changes in governmental regulation; and
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publication of research reports about us, our competitors, or our industry, or changes in, or failure to meet, estimates made by
securities analysts or ratings agencies of our financial and operating performance, or lack of research reports by industry analysts or ceasing of analyst coverage.
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Murano’s issuance of additional
securities in connection with financings, acquisitions, investments, equity incentive plans or otherwise would dilute all other shareholders.
Murano may issue additional securities in the future. Any such
issuance would result in dilution to all other shareholders. In the future, Murano may issue additional securities, including as a grant of equity awards to employees, directors and consultants under our equity incentive plans, to raise capital
through equity financings or to acquire or make investments in companies, products or technologies for which we may issue equity securities to pay for such acquisition or investment. Any such issuances of additional securities may cause
shareholders to experience significant dilution of their ownership interests and the per share value of Murano Ordinary Shares to decline.
Murano’s board of directors have the
ability to issue blank check preferred securities, which may discourage or impede acquisition efforts or other transactions.
Murano’s board of directors have the power, subject to applicable
law, to issue series of preferred securities that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt. For instance, subject to applicable law, a series of preferred securities
may impede a business combination by including class voting rights, which would enable the holder or holders of such series to block a proposed transaction. Murano’s board of directors will make any determination to issue shares of preferred
securities based on its judgment as to our and our shareholders’ best interests. Murano’s board of directors, in so acting, could issue shares of preferred securities having terms which could discourage an acquisition attempt or other transaction
that some, or a majority, of the shareholders may believe to be in their best interests or in which shareholders would have received a premium for their securities over the then-prevailing market price of the securities.
Jersey company law requires that Murano
meet certain additional financial requirements before it can declare dividends, make distributions or repurchase shares.
Under the Jersey Companies Law, Murano is able to declare
dividends, make distributions from any source (other than the nominal capital account or capital redemption reserve) or repurchase its own shares using any source of funding. The directors of a Bailiwick of Jersey company which authorize a
distribution or repurchase of its own shares must make a statutory solvency statement in the form set out in the Jersey Companies Law.
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SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus statements that constitute forward-looking
statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding our future financial position and results of operations strategy, plans, objectives, goals and targets and future developments in
the markets in which we participate or are seeking to participate or anticipated regulatory changes in the markets in which we operate or intend to operate in; and (ii) statements of assumptions underlying such statements. Words such as
“believes,” “anticipates,” “should,” “estimates,” “seeks,” “forecasts,” “expects,” “may,” “intends,” “plans,” “might,” “could,” “can,” “would,” “will,” “target,” “project,” “continue,” “aim,” “likely” and similar expressions are intended to
identify forward-looking statements but are not exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future
performance. These statements are based in large part on current expectations and projections about future events and financial trends that affect or may affect our business, industry, financial condition, results of operations or prospects
and/or cash flow. Although we believe that these estimates and forward-looking statements are based on reasonable assumptions, these estimates and statements are subject to several risks and uncertainties and are made in light of the information
currently available to us. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements
will not be achieved. We caution prospective investors that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed or implied in such
forward-looking statements, including the following factors:
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our ability to continue as a going concern;
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increasing competition, including changes in the supply of rooms from competing resorts;
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the ability to maintain the listing of Murano Global Investments PLC Ordinary Shares on Nasdaq;
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general economic uncertainty and the effect of general economic conditions, including inflation, elevated interest rates and
worsening global economic conditions or low levels of economic growth, on consumer discretionary spending and the lodging industry in particular;
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changes in consumer preferences, including the popularity of the all-inclusive resort model, particularly in the luxury segment of
the resort market, and the popularity of tropical beachfront vacations compared to other vacation options or destinations;
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changes in economic, social or political conditions in the regions we operate, including changes in perception of public-safety
and changes in unemployment rates and labor force availability;
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the success and continuation of our relationships with the hotel operators;
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the occurrence of any event, change or other circumstance that could give rise to the termination of any agreement entered with
the hotel operators;
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the failure to satisfy required conditions under the hotel management agreements, including, but not limited to, the completion of
projects with the specifications required by the hotel operators or at all;
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our ability to implement strategic initiatives for our business continuity;
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our ability to comply with contractual covenants;
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our ability to pay our obligations as those become due;
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our ability to obtain and maintain financing arrangements on attractive terms or at all;
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our ability to obtain and maintain ample liquidity to fund operations and service debt;
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our ability to successfully expand into new markets in Mexico;
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changes in applicable laws or regulations, or the interpretation and enforcement of laws and regulations, including those related
to zoning, social and environmental issues;
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the effects of any future pandemic on our business and properties under development;
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the risks that uncertainty and instability resulting from current global conflicts could adversely affect our business, financial
condition, and results of operations, in addition to global macroeconomic trends;
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the risk that we experience difficulties in managing our growth, implementing business plans, forecasts, finding and developing
new properties or opportunities, or expanding operations;
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the risk of downturns and the possibility of rapid change in the highly competitive industry in which we operate;
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the risk that we and our current and future collaborators are unable to successfully develop and commercialize our properties, or
experience significant delays in doing so;
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the risk that we may never achieve or sustain profitability;
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the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable
terms or at all;
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the risk that third-party suppliers, including management companies, are not able to fully and timely meet their obligations;
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our ability to successfully engage in property development, including our ability to complete our projects within budget;
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our ability to successfully acquire land or properties to be able to execute on our growth strategy;
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higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials,
increased maintenance costs, all of which could increase our costs and limit our ability to acquire or develop additional real estate assets;
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the risk that we are unable to secure or protect our intellectual property;
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the amount of debt that we currently have or may incur in the future;
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•
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the possibility that we may be adversely affected by other economic, business, and/or competitive factors, and/or political
conditions, specifically in Mexico (such as the tariffs imposed by the United States);
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•
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the possibility that our business may be, directly or indirectly, adversely affected by climate change effects, natural disasters,
severe or extraordinary droughts or by other water scarcity scenarios which may derive in water restrictions, change the allocation of water rights or any such other administrative act to guarantee human rights;
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events beyond our control, such as war, terrorist or cyber-attacks, mass casualty events, government shutdowns and closures,
travel-related health concerns, global outbreaks of pandemics (such as the COVID-19 pandemic) or contagious diseases, or fear of such outbreaks, weather and climate-related events, such as hurricanes, wildfires, tornadoes, floods, and
droughts, and natural or man-made disasters;
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the outcome of any legal proceedings that may be instituted against the Murano Group or HCM following the completion of the
Business Combination and transactions contemplated thereby; and
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•
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our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,
competition and our ability to grow and manage growth profitably following the Business Combination.
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You are cautioned against placing undue reliance on
forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this
prospectus. We do not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made
that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ
materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.
For additional information, please see the section titled “Where You Can Find Additional Information.”
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USE OF PROCEEDS
All of the ordinary shares offered by the Selling Securityholders
pursuant to this prospectus will be sold by the Selling Securityholders for their respective amounts. We will not receive any proceeds from the sale of any securities by any of the Selling Securityholders.
However, we may receive up to U.S.$485,000,000 million in
aggregate gross proceeds from sales of the Advance Shares. To the extent that we do elect to sell our ordinary shares to Yorkville pursuant to the SEPA, the amount of proceeds from this offering will depend upon the number of ordinary shares sold
and the price at which they are sold. There can be no assurance that we will be able to sell any ordinary shares under or fully utilize the SEPA as a source of financing. Any proceeds that we receive from sales of Advance Shares under the SEPA
will be used for working capital and general corporate purposes, including debt refinancing and investments aligned with our strategy (including potential investments in crypto assets). We cannot predict whether the proceeds invested will yield a
favorable, or any, return. See “Risk Factors.”
The Selling Securityholders will pay any underwriting fees,
discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities. We will bear the costs,
fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public
accounting firm.
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DETERMINATION OF OFFERING PRICE
The offering price of the ordinary shares underlying the Warrants
offered hereby is determined by reference to the exercise price of the Warrants of $11.50 per share. The Warrants are listed on The Nasdaq under the symbol “MRNOW.”
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DIVIDEND POLICY
We have never declared or paid any cash dividend on our Ordinary
Shares. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial condition. Any further determination to pay dividends on our Ordinary Shares would be at the
discretion of our board of directors.
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CAPITALIZATION
The table below sets forth the Company’s cash and cash
equivalents, capitalization and indebtedness as of December 31, 2024.
Investors should read this table in conjunction with the section
entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, each of which are included in this
prospectus. Our historical results do not necessarily indicate our expected results for any future periods.
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December 31, 2024
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Actual
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As Adjusted(2)
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Ps.$
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(U.S.$)(1)
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Ps.
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(U.S.$)(1)
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Cash and cash equivalents and restricted cash
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$970,414,857
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$47,313,538
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$10,917,910,357
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$532,313,538
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Current instalments of long-term debt (secured)
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3,450,539,567
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168,234,476
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3,450,539,567
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168,234,476
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Current instalments of long-term debt (unsecured)
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30,840,922
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1,503,680
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30,840,922
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|
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1,503,680
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Long-term debt, excluding current instalments (secured)
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|
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7,692,819,937
|
|
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375,071,059
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|
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7,692,819,937
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|
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375,071,059
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Long-term debt, excluding current instalments (unsecured)
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—
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—
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—
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—
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Warrant liability
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75,827,403
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3,697,040
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75,827,403
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3,697,040
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Total debt
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11,250,027,829
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|
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548,506,255
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11,250,027,829
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548,506,254
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Total Stockholders’ Equity
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5,206,582,550
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253,852,091
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15,154,078,050
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738,852,091
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Total Capitalization
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$16,456,610,379
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$802,358,346
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$26,404,105,879
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$1,287,358,346
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(1)
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Solely for the convenience of the reader, Peso amounts appearing in this table have been translated to U.S. dollar amounts at the
exchange rate of Ps.$20.5103 to U.S.$1.00, the official exchange rate as of December 31, 2024, as published by the Mexican Central Bank and discussed in the Section “About This Prospectus-Translation of
Mexican Peso Amounts into U.S. Dollars.”
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(2)
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As adjusted to give effect to the potential offer and sale of the ordinary shares under this Prospectus and the application of the
estimated proceeds therefrom as described under “Use of Proceeds.” This adjustment represents the maximum gross cash proceeds that could be received by the Company for issuing equity under the
terms of the SEPA. The SEPA has a term of 36 months and drawn in instalments over the term, based on certain conditions. For further details of the SEPA, please refer to Section “Recent Developments—Standby Equity Purchase Agreement with
Yorkville.”
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ENFORCEABILITY OF CIVIL LIABILITIES
U.S. laws do not necessarily extend either to Murano or its
officers or directors. We are organized under the laws of the Bailiwick of Jersey. Certain of our directors and officers reside outside of the United States. A substantial portion of the assets of both Murano and its directors and officers are
located outside of the United States. As a result, it may not be possible for investors to effect service of process on either Murano or its officers and directors within the United States, or to enforce against these persons or Murano, either
inside or outside the United States, a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any U.S. state.
A judgment of a U.S. court is not directly enforceable in the
Bailiwick of Jersey, but constitutes a cause of action which will be enforced by the Bailiwick of Jersey courts provided that:
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•
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the applicable U.S. courts had jurisdiction over the case, as recognized under the Bailiwick of Jersey law;
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•
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the judgment is given on the merits and is final, conclusive and non-appealable;
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•
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the judgment relates to the payment of a sum of money, not being taxes, fines or similar governmental penalties;
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•
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the defendant is not immune under the principles of public international law;
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•
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the same matters at issue in the case were not previously the subject of a judgment or disposition in a separate court;
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•
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the judgment was not obtained by fraud or duress and was not based on a clear mistake of fact; and
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the recognition and enforcement of the judgment is not contrary to public policy in the Bailiwick of Jersey, including observance
of the principles of what are called “natural justice,” which among other things require that documents in the U.S. proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by
counsel in a free and fair trial before an impartial tribunal.
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It is the policy of the Bailiwick of Jersey courts to award
compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the Bailiwick of Jersey legal system, that does not mean that awards of
punitive damages are necessarily contrary to public policy. Whether a judgment was contrary to public policy depends on the facts of each case. Exorbitant, unconscionable or excessive awards will generally be contrary to public policy. Moreover,
if a U.S. court gives a judgment for multiple damages against a qualifying defendant, the amount which may be payable by such defendant may be limited by virtue of the Protection of Trading Interests Act 1980, an Act of the UK extended to the
Bailiwick of Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983, which provides that such qualifying defendant may be able to recover such amount paid by it as represents the excess of such multiple damages over the sum
assessed as compensation by the court that gave the judgment. A “qualifying defendant” for these purposes is a citizen of the UK and Colonies, a body corporate incorporated in the UK, the Bailiwick of Jersey or other territory for whose
international relations the UK is responsible or a person carrying on business in the Bailiwick of Jersey.
The Bailiwick of Jersey courts cannot enter into the merits of
the foreign judgment and cannot act as a court of appeal or review over the foreign courts. In addition, a plaintiff who is not resident in the Bailiwick of Jersey may be required to provide a security bond in advance to cover the potential of
the expected costs of any case initiated in the Bailiwick of Jersey. In addition, we have been further advised by our legal counsel in the Bailiwick of Jersey, that it is uncertain as to whether the courts of the Bailiwick of Jersey would
entertain original actions based on U.S. federal or state securities laws, or enforce judgments from U.S. courts against Murano or its officers and directors which originated from actions alleging civil liability under U.S. federal or state
securities laws.
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CORPORATE HISTORY AND STRUCTURE
Corporate History: Business Combination
On March 20, 2024, Murano announced the completion of the
previously announced business combination with HCM, pursuant to the amended & restated business combination agreement, dated as of August 2, 2023, by and among Murano, HCM, Murano PV, S.A. de C.V. (“Murano PV”), Elías Sacal Cababie, E.S.
Agrupación, S.A. de C.V. (“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, 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,
and New CayCo (the “Original Business Combination Agreement”, as amended by the First Amendment to the Business Combination Agreement, dated as of December 31, 2023, the “Business Combination Agreement”).
In connection with, and prior to, the Business Combination, on
March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd.” into a public limited company operating under the name “Murano Global Investments PLC.”
Pursuant to the terms of the Business Combination Agreement,
among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of New CayCo ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano Global
Investments (the “Merger”) and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.
In addition, at the effective time of the Merger, (i) each issued
and outstanding HCM ordinary share, par value $0.0001 per share (the “HCM Ordinary Shares”) was automatically canceled and extinguished, and each holder of HCM Ordinary Shares received merger rights representing a corresponding number of Murano
ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding warrant to purchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into
and represent a right to acquire Murano Ordinary Shares (each, a “Murano Warrant”) and each Murano Warrant (a) has an exercise price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five year
anniversary of the closing date of the Business Combination (i.e., March 20, 2029).
As a result of the foregoing transactions, there were 79,242,873
ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.
On March 14, 2024, Murano Global Investments incorporated the
entity Murano Service Operations Limited in Dublin, Ireland. The purpose of the new entity is to help Murano to optimize the performance of its operating assets by acting as a marketing and business services provider to the Murano Group.
On March 21, 2024, Murano’s ordinary shares and warrants
commenced trading on the Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
Reorganization: Murano Group Reorganization Prior to Business
Combination
Prior to and in connection with the Business Combination, the
Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose of, among other aspects, Murano Global Investments becoming the ultimate parent company of the Murano Group
consolidating all the subsidiaries of the Group as well as being the shareholder of 99.99% of the stock of Murano PV (the “Murano Group Reorganization”).
Pursuant to the Murano Group Reorganization, prior to and in
preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower, entered into a loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii)
Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.
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Business Overview
On March 20, 2024, Murano, completed the Business Combination. As
a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
We are an international development corporate group with
extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation,
operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, and tourism real estate projects, among others.
We have a national footprint and international outreach aimed at institutional real estate investors.
We were formed primarily to develop and manage a portfolio of
hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) Projects Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Organizational Structure
The following diagram sets forth our current corporate structure
following the Business Combination and related corporate reorganization, including the subsidiaries of Murano:
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and
analysis of our financial condition and results of operations in conjunction with the Murano Group Consolidated and Combined Financial Statements and related notes included elsewhere in this prospectus. Our actual results may differ materially
from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”
Operating Results
Overview
On March 20, 2024, Murano completed the Business Combination
described in more detail under “Corporate History and Structure” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,”
respectively.
Murano Group is an international development corporate group with
extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation,
operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, and tourism real estate projects, among others.
We have a national footprint and international outreach aimed at institutional real estate investors.
We were formed primarily to develop and manage a portfolio of
hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) a Projects Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Operational Hotels
Our current portfolio of Operational Hotels consists of:
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Andaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes
421 Hotel Complex in Mexico City. Completed in 2022 and has been operational since the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium,
breakout rooms, a business center, a pet friendly area and restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.
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•
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Mondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the
Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including “Terraza” bar and a “Flower Shop” coffee shop.
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•
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Vivid Hotel: the Hyatt Vivid Grand Island operated by Hyatt is part of the GIC I Hotel in
the GIC Complex in Cancun. Recently completed and operational since April 2024, the Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms and several amenities, including one main
buffet, one coffee shop, the vantage club for VIPs, seven specialty restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for events.
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The Grand Island Beach Club is part of the GIC Complex in Cancun
and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to future hotels located in the GIC Complex.
Projects Under Completion
The Murano Group is also developing the Projects Under
Completion. In light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors have revised the Group’s strategic development pipeline to prioritize the development and commercialization of
condominiums (residential units), which we believe better serves the interests of the Group’s shareholders.
The GIC Complex is being developed in two phases. Phase one,
which is nearing completion, was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, already operational under the “Vivid”
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brand, an adults-only concept; and (ii) 616 rooms, to be operated under the
“Dreams” brand, a family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow the Group, in coordination with the hotel operator, to apply insights from the operation of the Vivid Hotel and to
complete certain improvements. These include enhancements required to meet the hotel operator’s global building standards and updates to the common areas, including expanded meeting and event spaces.
The Group is currently conducting a strategic review of the GIC I
Hotel. While the existing plan continues to contemplate the full buildout of 1,016 hotel rooms, the Group is evaluating whether to proceed with this plan or pursue alternative development options, including the potential replacement of the Dreams
Hotel component with additional residential units. As part of this review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services
agreement with the hotel operator.
Projects to be Developed
We currently own the following projects that we plan to develop
(the “Projects to be Developed”):
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•
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GIC Phase II: Phase two is planned to consist of approximately 1,254 condominiums, divided
into four condominium towers with partial views of the ocean, lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa,
coworking rooms, among others. The Group’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately
U.S.$87.2 million.
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Baja Cruise Port: Development of a cruise port with a capacity of 2 million passengers
per year. The Group is in early-stage discussions regarding financing terms with a national bank and has signed an memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to
cost approximately U.S.$136 million.
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Baja Marina: Development of a marina consisting on approximately 15,000 linear ft slip
spaces. We expect the development of the Baja Marina to cost approximately U.S.$32 million.
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Baja Retail Village: Development of Baja Retail Village with a leasable area of
approximately 45,000 sqm. We expect the development of the Retail Village to cost approximately U.S.$55 million.
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Resort Property in Baja Development Project: this resort is expected to have two five-star
upper-upscale resorts, one with 371 keys and a second one with 400 keys. Based on preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet
begun the process of trying to secure financing for the development of this project. Therefore, we do not know when and if we will be able to begin construction of this project.
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•
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Baja Park Development Project: this industrial park project in Ensenada, will consist of
363,262 sqm of leasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin
construction of this project. We expect the development of the Baja Park to cost approximately U.S.$122 million.
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The company is exploring strategic alternatives to achieve
completion of phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with Hyatt Inclusive Collection with respect to potential changes to the current operations
and administration services agreements regarding the GIC I Hotel).
The GIC Phase II, the Baja Cruise Port, the Baja Marina, the Baja
Retail Village, the Resort Property in Baja Development Project, and the Baja Park Development Project, are projects that we plan to develop subject to planning and environmental approvals as well as the Group eventually being able to secure
financing on acceptable terms.
The GIC Complex and the Resort Property in Baja Development
Project are expected to be comprised of all-inclusive resorts and residential condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii) convenient air access from a number of North American and
other international gateway markets; (iii) strategic locations in popular vacation destinations in Mexico with strong
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government commitments to tourism; (iv) high quality physical condition; and (v)
capacity for further growth through incremental renovation or repositioning opportunities. We believe that the resorts in our portfolio will have a competitive advantage due to their location, amenities offering, large-scale and guest-friendly
design.
Business Combination
In connection with, and prior to, the Business Combination, on
March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd” into a public limited company operating under the name “Murano Global Investments PLC”.
Pursuant to the terms of the Business Combination Agreement,
among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of New CayCo ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano and
(ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.
In addition, at the effective time of the Merger, (i) each issued
and outstanding HCM ordinary share, par value $0.0001 per share was automatically canceled and extinguished, and each holder of HCM Ordinary Shares received merger rights representing a corresponding number of Murano ordinary shares, no par value
per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding warrant to purchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and
converted into and represent a right to acquire Murano Ordinary Shares and each Murano Warrant (a) has an exercise price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year anniversary
of the closing date of the Business Combination (i.e., March 20, 2029).
As a result of the foregoing transactions, there were 79,242,873
ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.
On March 21, 2024, Murano’s ordinary shares and warrants
commenced trading on the Nasdaq Stock Market LLC under the symbols, “MRNO” and “MRNOW,” respectively.
The Business Combination was accounted for as a capital
reorganization in accordance with IFRS 2 Share-based payment. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill or intangible assets, as HCM does not meet the definition of a “business” pursuant to
IFRS 3 Business Combinations given it consisted predominantly of cash in a trust account.
HCM is treated as the accounting “acquired” company for financial
reporting purposes, and Murano is the accounting “acquirer”. This determination was primarily based on (i) Murano Group’s shareholders hold a majority of the voting power of Murano, (ii) Murano Group’s operations substantially comprise the
ongoing operations of the combined company, (iii) Murano Group’s designees comprise a portion of the governing body of Murano, and (iv) Murano Group’s senior management comprise the senior management of Murano.
Murano Group Reorganization Prior to Business Combination
Prior to and in connection with the Business Combination, the
Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose of, among other aspects, Murano becoming the shareholder of 99.99% of the stock of Murano PV and Murano PV emerging
as the holding company that consolidates all entities of the Murano Group. As a result of the Murano Group Reorganization, Murano PV controls and consolidates all the Murano Group’s entities.
Pursuant to the Murano Group Reorganization, prior to and in
preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower, entered into a loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii)
Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.
Then, the following share transfers and assignments of trust
rights were completed as part of the Murano Group Reorganization:
Murano PV Capital Stock
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ESAGRUP transferred to Murano World 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital
stock of Murano PV.
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Elías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00 representing the fixed
capital stock of Murano PV.
|
|
•
|
Murano World transferred to Murano 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock
of Murano PV.
|
ESAGRUP Capital Stock
|
•
|
Murano World transferred to BVG Infraestructura, S.A. de C.V. one Series A share, with a par value of Ps.$1.00, representing the
fixed capital stock of ESAGRUP.
|
Murano Management Capital Stock
|
•
|
Marcos Sacal Cohen transferred to Inmobiliaria Insurgentes 421 one Series A share, with a par value of Ps.$1.00, representing the
fixed capital stock of Murano Management.
|
Operadora GIC I Capital Stock
|
•
|
Marcos Sacal Cohen transferred to Murano Management 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the
fixed capital stock of Operadora GIC I, as well as 210,001 Series B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC I.
|
|
•
|
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, representing fixed capital
stock of Operadora GIC I.
|
Operadora GIC II Capital Stock
|
•
|
Marcos Sacal Cohen transferred to Murano Management 49,000 Series A shares, with a par value of Ps.$1.00 each, representing the
fixed capital stock of Operadora Hotelera Grand Island II, S.A. de C.V. (“Operadora GIC II”), as well as 50,000 Series B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC II.
|
|
•
|
Edgar Armando Padilla Pérez transferred to Murano PV 1,000 Series A shares, with a par value of Ps.$1.00 each, representing fixed
capital stock of Operadora GIC II.
|
Insurgentes Security Trust Rights
|
•
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Assignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued
by Operadora Hotelera I421, S.A. de C.V. (“OHI421”), contributed by Marcos Sacal Cohen to the Insurgentes Security Trust.
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|
•
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Assignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued
by OHI421 Premium, contributed by Marcos Sacal Cohen to the Insurgentes Security Trust.
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|
•
|
Assignment of the trust beneficiary rights of ESAGRUP in favor of Murano PV with respect to the shares issued by Inmobiliaria
Insurgentes 421, contributed by ESAGRUP to the Insurgentes Security Trust. As payment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$542,500,000 in favor of ESAGRUP.
|
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•
|
Assignment of the trust beneficiary rights of Elías Sacal Cababie in favor of Murano PV with respect to the shares issued by
Inmobiliaria Insurgentes 421, contributed by Elías Sacal Cababie to the Insurgentes Security Trust. As payment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$18,000,000 in favor of Elías
Sacal Cababie.
|
OHI421 Capital Stock
|
•
|
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of
Bancomext, representing fixed capital stock of OHI421.
|
OHI421 Premium Capital Stock
|
•
|
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of
Bancomext, representing fixed capital stock of OHI421 Premium.
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Inmobiliaria Insurgentes 421 Capital Stock
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•
|
Elías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00, pledged in favor of
Bancomext, representing fixed capital stock of Inmobiliaria Insurgentes 421. As payment for the consideration of such share transfer, Murano Management issued a promissory note for the amount of Ps.$1,000 in favor of Elías Sacal Cababie.
|
Servicios Corporativos BVG, S.A. de C.V.
Capital Stock
|
•
|
ESAGRUP transferred to Murano PV 49,500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock
of Servicios Corporativos BVG, S.A. de C.V.
|
|
•
|
Murano World transferred to Murano Management 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed
capital stock of Servicios Corporativos BVG, S.A. de C.V., as well as 27,773,036 Series B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Servicios Corporativos BVG, S.A. de C.V.
|
Edificaciones BVG
|
•
|
Edgar Armando Padilla Pérez transferred to Murano PV, of one Series A share, with a par value of Ps.$1.00, representing the fixed
capital stock of Edificaciones BVG.
|
|
•
|
Edgar Armando Padilla Pérez transferred to Murano Management 24,999 Series A shares, with a par value of Ps.$1.00 each,
representing the fixed capital stock of Edificaciones BVG.
|
|
•
|
Rubén Félix Álvarez Laris transferred to Murano Management 25,000 Series A shares, with a par value of Ps.$1.00 each, representing
the fixed capital stock of Edificaciones BVG.
|
Murano World
|
•
|
Elías Sacal Cababie transferred to Murano PV 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed
capital stock of Murano World, as well as 103,267,241 Series B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Murano World, and pledged in favor of Sabadell. As payment for the consideration of such
share transfer, Murano PV issued a promissory note in the amount of Ps.$73,000,000 in favor of Elías Sacal Cababie.
|
|
•
|
ESAGRUP transferred to Murano PV 49,499 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock
of Murano World, as well as 329,704,074 Series B shares, with a par value of Ps.$1.00 representing the variable capital stock of Murano World. As payment for the consideration of such share transfer, Murano PV issued a promissory note for
the amount of Ps.$266,500,000 in favor of ESAGRUP.
|
|
•
|
ESAGRUP transferred to Murano Management one Series A share, with a par value of Ps.$1.00, representing the variable capital stock
of Murano World. As payment for the consideration of such share transfer, Murano Management issued a promissory note for the amount of Ps.$1,000 in favor of ESAGRUP.
|
As a result of the share transfers and assignments of trust
rights related to the Murano Group Reorganization, different entities of the Murano Group issued six promissory notes for a total amount of Ps.$900,002,000 Three of such promissory notes, for a total amount of Ps.$809,001,000, were issued in
favor of ESAGRUP and the remaining three promissory notes, for a total amount of Ps.$91,001,000, were issued in favor of Elías Sacal Cababie. Consequently, ESAGRUP conducted a capital reduction of its variable capital stock by redeeming
809,001,000 Serie B shares, and reimbursing them to its shareholder, Elías Sacal Cababie. The payment of such reimbursement was made by endorsing the promissory notes in favor of Elías Sacal Cababie. Subsequently, Elías Sacal Cababie became the
sole owner and holder of all promissory notes and capitalized the amounts documented in such notes in Murano, and Murano then capitalized such amounts in Murano PV, finalizing the Murano Group Reorganization.
Macroeconomic Scenario
For macroeconomic factors that may affect our results of
operations and financial condition see “Business Overview-Overview of Mexico and the Mexican Lodging Industry-Macroeconomic Overview.”
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The following diagram sets forth our current corporate
structure following the Business Combination and related corporate reorganization, including the subsidiaries of Murano:
Key Business and Financial Metrics Used by Management
Revenue
We derive our revenues from hotel operations. Management uses
revenues to assess the overall performance of our business and analyze trends such as consumer demand, brand preference and competition. For a detailed discussion of the factors that affect our revenues, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Net profit
Net profit represents the total earnings or income generated by
our business. Management uses net income to analyze the performance of our business on a combined basis.
Occupancy
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 ADR levels as demand for hotel rooms increases or decreases.
Average Daily Rate (“ADR”)
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 a hotel’s customer base. 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.
Revenue per Available Room (“RevPAR”)
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
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two key, primary operational drivers at our hotels: Occupancy and ADR. RevPAR is
also a useful indicator in measuring performance over comparable periods for comparable hotels.
References to Occupancy, ADR and RevPAR are presented on a
comparable basis and references to RevPAR and ADR are presented on a currency-neutral basis (i.e., all periods use the same exchange rates), unless otherwise noted.
EBITDA and Adjusted EBITDA
EBITDA, presented herein, is a financial measure that is not
recognized under IFRS and reflects net (loss) profit for the period, excluding interest expense, a provision for income taxes and depreciation and amortization (“EBITDA”). We consider EBITDA to be a useful measure of operating performance, due to
the significance of our long-lived assets and level of indebtedness.
Adjusted EBITDA, presented herein, is calculated as EBITDA, as
previously defined, adjusted to further exclude transaction-related expenses derived from the Business Combination (“Adjusted EBITDA”).
EBITDA and Adjusted EBITDA are not recognized terms under IFRS
and should not be considered as alternatives to combined net income (loss) or other measures of financial performance or liquidity derived in accordance with IFRS. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable
to similarly titled measures of other companies.
We believe EBITDA and Adjusted EBITDA provide useful information
to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA and Adjusted EBITDA are among the measures used by our management team to evaluate our operating performance and make day-to-day
operating decisions; and (ii) EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our
industry.
EBITDA and Adjusted EBITDA have limitations as analytical tools
and should not be considered either in isolation or as a substitute for net income (loss), cash flow, or other methods of analyzing our results as reported under IFRS. Some of these limitations are:
|
•
|
EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
|
|
•
|
EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or
principal payments, on our indebtedness;
|
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•
|
EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
|
|
•
|
EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or
contractual commitments;
|
|
•
|
EBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be
indicative of our future operations;
|
|
•
|
although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA
and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
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|
•
|
other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative
measures.
|
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 available to us to meet our obligations.
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Principal Components and Key Factors Affecting Our Results of
Operations
Revenue
Principal Components
We primarily derive our revenues from contracts with customers.
This represents revenues derived from hotel operations, including room rentals and food and beverage sales, and other ancillary revenues at our owned properties. These revenues are primarily derived from two categories of customers: transient and
group. Transient guests are individual travelers who are traveling for business or leisure. Our group guests are traveling for group events that reserve rooms for meetings or conferences. Group business usually includes a block of room
accommodations, as well as other ancillary services, such as catering and banquet services. A majority of our food and beverage sales and other ancillary services are provided to customers also occupying rooms at our hotel properties. As a
result, occupancy affects all components of our hotel revenues.
Key Factors affecting our Revenues
The following factors affect the revenues we derive from our
operations:
Consumer demand for hotels and resorts and
economic conditions. Consumer demand for hotels and resorts is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in
consumer demand can be the result of a variety of factors, many of which are unpredictable and not under our control, including, but not limited to:
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•
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changes in general economic conditions, including consumer confidence, income, and unemployment levels resulting from the severity
and duration of any downturn in the Mexican, U.S., or global economy;
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•
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conditions that might negatively shape public perception of travel in general and particularly in Mexico, including travel-related
accidents, outbreaks of a pandemic, or contagious diseases;
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•
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political conditions or social unrest, terrorist activities or threats, and heightened travel security measures instituted in
response to these events;
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•
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other factors affecting or reducing travel patterns;
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•
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changes in desirability of the geographic regions of our resorts and/or the geographic concentration of our resorts;
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•
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changes in the perception or popularity of the brands associated with us and/or our operations;
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•
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other changes in consumer preferences;
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•
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security issues or warnings from foreign governments regarding traveling to certain destinations in Mexico; and
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•
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unseasonal weather conditions, including natural disasters (such as hurricanes, floods, earthquakes and other adverse weather and
climate conditions).
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Performance of management companies. We depend on management companies, including Accor and Hyatt, to generate revenue from the rent of rooms to guests, including international guests. While Accor and Hyatt have a successful track record of attracting
international guests to properties, declines in the number of international guests or the prices at which we are able to rent rooms could materially and adversely affect our financial condition and ability to generate revenues.
Competition.
Competition for resort guests and the supply of resorts in Mexico City, Cancun, and Ensenada will affect our ability to increase rates charged to customers at the properties. As a result, changes in consumer demand and general business cycles
can expose our revenues to significant volatility.
Seasonality. The hospitality industry is seasonal in nature, which can be expected to cause fluctuations in our room rental revenues, occupancy levels, room rates, operating expenses, and cash flows. The periods during which the properties
experience higher or lower levels of demand will vary from property to property and depend upon location, customer base, and competitive mix within the specific location.
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Direct and selling, general and
administrative expenses
Principal Components
Direct and selling, general and
administrative expenses. These reflect the operating expenses, including room expenses, food and beverage costs, operators’ management fees, other support costs, and property expenses. Room expense includes
employee benefits for housekeeping, laundry, front desk staff, and supply costs for guest room amenities and laundry. Food and beverage costs include costs for inventory. Other support expenses consist of costs associated with fees,
advertisement, insurance and others. Property expenses include property taxes, depreciation, maintenance and conservation.
Key Factors affecting our Expenses
The key factors that mainly affect the expenses we incur in the
course of our operations are the following:
Fixed expenses. Some of the expenses associated with owning hotels are relatively fixed. These expenses include personnel costs, rent, property taxes, management fees, insurance and utilities. If we are unable to decrease these costs significantly
or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of
economic contraction or slow economic growth. The effectiveness of any cost-cutting efforts is limited by the fixed costs inherent in our business. As a result, we may not be able to offset revenue reductions through cost cutting. In addition,
any efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our hotels. We have taken steps to reduce our fixed costs to levels we feel are appropriate to maximize profitability and
respond to market conditions without jeopardizing the overall customer experience or the value of our hotels.
Changes in depreciation expense. Changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new hotels, the disposition of existing hotels through sale or closure, or changes in estimates of the
useful lives of our assets. As we place new assets into service, we will be required to record additional depreciation expenses on those assets.
Other items
Foreign currency exchange rates. We expect that a portion of our revenues will be denominated in U.S. dollars or linked to the U.S. dollar, while most of our operating expenses will be denominated in pesos. Changes in foreign currency exchange
rates may become material to us in the future due to factors beyond our control.
Results of Operations
The discussion below relates to the results of the operations of
Murano Group. Murano Group is not a single legal entity, but rather a combination of entities that are intended to reflect, for the periods presented, the ownership and administration of the properties that we own.
As of the date of this Prospectus, we have operations in the
Insurgentes 421 Hotel Complex and in the GIC I Hotel, which commenced operations with the opening of the Vivid Hotel on April 1, 2024.
During December 2022, the Mondrian Hotel partially opened before
its full opening in January 2023; therefore, revenue generated for the year ended December 31, 2022 was not significant. Substantially, except for the Insurgentes 421 Hotel Complex, all Murano Group’s expenditures are being capitalized to
construction in process (“CIP”), apart from the administrative expenses.
Our operating results for the years ended December 31, 2024, 2023
and 2022 are not indicative of future operating results.
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Year ended December 31, 2024 Compared to
Year ended December 31, 2023
Consolidated and Combined statements of
profit or loss and other comprehensive income data
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2024
|
|
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2023
|
|
Revenue
|
|
|
$729,953,807
|
|
|
$286,651,914
|
|
Direct and selling, general and administrative expenses:
|
|
|
|
|
|
|
|
Employee Benefits
|
|
|
325,521,012
|
|
|
158,777,211
|
|
Food & Beverage and service cost
|
|
|
98,441,323
|
|
|
50,548,808
|
|
Sales commissions
|
|
|
37,592,689
|
|
|
12,047,140
|
|
Management fees operators
|
|
|
23,928,681
|
|
|
6,031,578
|
|
Depreciation and amortization
|
|
|
319,768,815
|
|
|
135,498,890
|
|
Development contributions to the local area
|
|
|
—
|
|
|
—
|
|
Property tax
|
|
|
12,444,214
|
|
|
10,062,451
|
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Fees
|
|
|
151,697,897
|
|
|
81,161,295
|
|
Administrative fees
|
|
|
17,540,773
|
|
|
16,148,254
|
|
Maintenance and conservation
|
|
|
52,727,323
|
|
|
9,676,728
|
|
Utility expenses
|
|
|
67,542,771
|
|
|
11,806,600
|
|
Advertising
|
|
|
53,064,373
|
|
|
7,326,696
|
|
Donations
|
|
|
7,842,770
|
|
|
7,676,660
|
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Insurance
|
|
|
35,771,206
|
|
|
14,820,097
|
|
Software
|
|
|
6,948,956
|
|
|
6,744,506
|
|
Cleaning and laundry
|
|
|
11,301,594
|
|
|
9,197,151
|
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Bank commissions
|
|
|
31,109,553
|
|
|
8,317,475
|
|
Operating supplies and equipment
|
|
|
21,804,534
|
|
|
—
|
|
Other costs
|
|
|
107,481,760
|
|
|
62,238,994
|
|
Total direct and selling, general and administrative
expenses
|
|
|
1,382,530,244
|
|
|
608,080,534
|
|
Other income
|
|
|
190,235,287
|
|
|
25,560,552
|
|
Other expenses
|
|
|
(5,474,442)
|
|
|
(9,801,077)
|
|
Listing expense
|
|
|
(917,366,970)
|
|
|
—
|
|
Gain (loss) on revaluation of investment property
|
|
|
239,508,510
|
|
|
(86,598,436)
|
|
Change in fair value of financial derivative instruments
|
|
|
(43,348,480)
|
|
|
(75,868,263)
|
|
Change of fair value of warrants
|
|
|
(51,946,426)
|
|
|
—
|
|
Exchange rate (loss) income, net
|
|
|
(1,492,245,569)
|
|
|
768,699,652
|
|
Interest income
|
|
|
34,942,822
|
|
|
8,845,532
|
|
Interest expense
|
|
|
(797,018,177)
|
|
|
(303,746,643)
|
|
(Loss) profit before income taxes
|
|
|
(3,495,289,882)
|
|
|
5,662,697
|
|
Income taxes
|
|
|
(72,675,696)
|
|
|
52,130,224
|
|
Net (loss) profit for the period
|
|
|
$(3,567,965,578)
|
|
|
$57,792,921
|
|
|
|
|
|
|
|
|
Revenue:
Revenue amounted to Ps.$730.0 million for the year ended December 31, 2024, an increase of Ps.$443.3 million or 154.6% from Ps.$286.7 million from the year ended December 31, 2023. The increase is mainly attributable to the opening of the Vivid
Hotel, which generated revenue of Ps.$265.7 million. The remaining increase is mainly related to the continuing operations of the Andaz Hotel and the Mondrian Hotel, which amounted to Ps.$296.0 million for the year ended December 31, 2024,
compared to Ps.$187.0 million for the year ended December 31, 2023, and Ps.$168.1 million for the year ended December 31, 2024, compared to Ps.$114.6 million for the year ended December 31, 2023, respectively. The Vivid Hotel’s revenue during
2024 was Ps.$265.7 million, comprising: (1) 88.3% package income, and (2) 11.7% non-package income. The Andaz Hotel’s revenue during 2024 was Ps.$296.2 million, comprising: (1) 63.0% room income, (2) 31.0% food and beverage income, and (3) 6.0%
other income. The Mondrian Hotel´s revenue during 2024 was Ps.$168.1 million, comprising (1) 77.0% room income, (2) 17.9% food & beverage income, and (3) 5.0% other income.
Employee Benefits: Employee benefits amounted to Ps.$325.5 million for the year ended December 31, 2024, an increase of Ps.$166.7 million or 105% from the year ended December 31, 2023. The increase is mainly
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attributable to increase in payroll related expenses since the commencement of
hotel operations of the Vivid hotel in April 2024. Our employee benefits cost of sales consisted of salaries of Ps.$289.8 million for the year ended December 31, 2024, an increase of Ps.$147.5 million
compared to Ps.$142.3 million for the year ended December 31, 2023; social security and employee food expenses represented the remaining Ps.$35.7 million for the year ended December 31, 2024, an increase of Ps.$19.1 million compared to
Ps.$16.6 million for the year ended December 31, 2023.
Food & Beverage and service cost: Food & beverage and service cost amounted to Ps.$98.4 million for the year ended December 31, 2024, an increase of Ps.$47.9 million or 94.7% from Ps.$50.5 million for the year ended December 31, 2023. The
increase in food & beverage and service cost is mainly attributable to the commencement of operations of the Vivid Hotel in April 2024. The Vivid hotel food & beverage and service cost for the year ended December 31, 2024 was
Ps.$62.8 million. The Andaz Hotel food & beverage and service cost for the year ended December 31, 2024 was Ps.$25.6 million, an increase of Ps.$11.8 million compared to Ps.$13.8 million for the year ended December 31, 2023. The Mondrian
Hotel food & beverage and service cost for the year ended December 31, 2024 was of Ps.$10.0 million, a decrease of Ps.$3.8 million compared to Ps.$13.8 million for the year ended December 31, 2023.
Sales commissions: Sales commissions amounted to Ps.$37.6 million for the year ended December 31, 2024 as compared to Ps.$12.0 million for the year ended December 31, 2023. The amount corresponds mainly to the commissions incurred for services provided
by independent online travel agencies such as Expedia and Booking. The amounts attributable to the Vivid Hotel is Ps.$5.7 million; for the Andaz Hotel is Ps.$29.2 million; and for the Mondrian Hotel is Ps.$2.7 million.
Management fees operators: Management fees operators amounted to Ps.$23.9 million for the year ended December 31, 2024 as compared to Ps.$6.0 million for the year ended December 31, 2023. The amount corresponds mainly to management services
provided by Hyatt and Accor. Vivid Hotel incurred in Ps.$7.9 million, while Andaz Hotel incurred in Ps.$11.9 million, and Mondrian Hotel incurred Ps.$4.2 million.
Depreciation and amortization: Depreciation and amortization amounted to Ps.$319.8 million for the year ended December 31, 2024, an increase of Ps.$184.3 million from the year ended December 31, 2023. The increase corresponds mainly to the
placement into operations of the Vivid Hotel Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and
equipment and Ps.$43.9 million for right of use assets, respectively.
Property tax: Property tax amounted to Ps.$12.4 million for the year ended December 31, 2024, an increase of Ps.$2.4 million or 23.7% from Ps.$10.1 million for the year ended December 31, 2023. The increase in the property tax is mainly
attributable to the Insurgentes 421 Hotel Complex.
Fees: Fees
amounted to Ps.$151.7 million for the year ended December 31, 2024, an increase of Ps.$70.5 million or 86.9% from Ps.$81.2 million for the year ended December 31, 2023. The increase is mainly related to the professional services in preparation
for the Rated Notes issuance in September 12, 2024.
Administrative fees: Administrative fees amounted to Ps.$17.5 million for the year ended December 31, 2024, an increase of Ps.$1.4 million or 8.6% from Ps.$16.1 million for the year ended December 31, 2023. The increase is mainly related to the
commencement of operations of the Vivid Hotel in April, 2024; Administrative fees for the Vivid Hotel for the year ended December 31, 2024 amounted to Ps.$1.6 million, compared to Ps.$0.0 million for
the year ended December 31, 2023.
Maintenance and conservation: Maintenance and conservation amounted to Ps.$52.7 million for the year ended December 31, 2024, an increase of Ps.$43.1 million or 444.9% from Ps.$9.7 million the year ended December 31, 2023. This expense increase
is attributable mostly to the commencement of operations of the Vivid Hotel in April 2024. Prior to its opening, the Vivid Hotel incurred in maintenance and conservation expenses mostly related to minor fixes of installations and equipment.
Maintenance and conservation expense for Vivid Hotel Complex for the year ended December 31, 2024 is Ps.$18.8 million. Additionally, the Andaz and Mondrian Hotel Complex´s maintenance and conservation expense amounted to Ps.$28.2 million,
mostly attributable to engineering services and water-and-sewage related maintenance and conservation, which amounted to Ps.$16.0 million and Ps.$2.3 million respectively.
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Utility expenses: Utility expenses amounted to Ps.$67.5 million for the year ended December 31, 2024, an increase of Ps.$55.7 million or 472.1% from Ps.$11.8 million for the year ended December 31, 2023. This expense increase is mainly attributable to
the commencement of operations of the Vivid Hotel in April 2024. Utility expenses for the Vivid Hotel for the year ended December 31, 2024 amounted to Ps.$30.6 million.
Advertising:
Advertising amounted to Ps.$53.1 million for the year ended December 31, 2024, an increase of Ps.$45.7 million or 624.3% from Ps.$7.3 million for the year ended December 31, 2023. This expense increase is mainly attributable to the advertising
efforts related to the commencement of operations of the Vivid Hotel in April 2024. Advertising for the Vivid Hotel for the year ended December 31, 2024 amounted to Ps.$37.8 million, compared to Ps.$0.2 million for the year ended December 31,
2023.
Donations:
Donations amounted to Ps.$7.8 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 2.2% from Ps.$7.7 million for the year ended December 31, 2023. The donation expense is mostly attributable to a donation granted to
the UNICEF International Council to support the transformation of education in Mexico that amounted for PS.$7.8 million.
Insurance:
Insurance amounted to Ps.$35.8 million for the year ended December 31, 2024, an increase of Ps.$21.0 million or 141.4% from Ps.$14.8 million for the year ended December 31, 2023. The increase is mainly related to the commencement of operations
of the Vivid Hotel in April 2024; the Vivid Hotel Complex insurance expense amounted to Ps.$16.4 million for the year ended December 31, 2024.
Software:
Software amounted to Ps.$6.9 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 3.0% from the year ended December 31, 2023. The increase is mainly related to the structural preparations for the commencement of
operations of the Vivid Hotel in April 2024; the Vivid Hotel software expense amounted to Ps.$3.1 million for the year ended December 31, 2024.
Cleaning and laundry: Cleaning and laundry amounted to Ps.$11.3 million for the year ended December 31, 2024, an increase of Ps.$2.1 million or 22.9% from the year ended December 31, 2023. The increase is mainly related to the commencement of operations of
the Vivid Hotel in April 2024.
Bank commissions: Bank fees amounted to Ps.$31.1 million for the year ended December 31, 2024, an increase of Ps.$22.8 million or 274.0% from Ps.$8.3 million for the year ended December 31, 2023, which corresponds to the increase in the interest income
accrued by short-term investments.
Other costs:
Other costs amounted to Ps.$107.5 million for the year ended December 31, 2024, an increase of Ps.$45.2 million or 72.7% from Ps.$62.2 million for the year ended December 31, 2023. The increase is mainly related to ramp up expenses mainly
attributable to the commencement of operations of the Vivid Hotel in April 2024 as well as the additional expenses derived from the growing operations from the Andaz and Mondrian Hotels.
Listing expense: Listing expense amounted to Ps.$917.4 million for the year ended December 31, 2024, which corresponds recognition of the business combination of the Murano Group that took place on March 20, 2024 which was accounting under IFRS 2
“Shared Base Payments”.
Gain (loss) on revaluation of investment
property: The gain on revaluation of investment property amounted to Ps.$239.5 million for the year ended December 31, 2024, an increase of Ps.$326.1 million or (376.6)% from the Loss of Ps.$86.6 million during
the year ended December 31, 2023. The increase is mainly related to an increase in the value determined by the external appraisers in U.S. dollars, and the currency conversion effect resulting from the depreciation of the Mexican peso against
the U.S. dollar during for the year ended December 31, 2024.
Interest income: Interest income amounted to Ps.$34.9 million for the year ended December 31, 2024, an increase of Ps.$26.1 million or 295.0% from Ps.$8.8million from the year ended December 31, 2023. The increase in interest income was attributable
mainly to the increase in interest bearing assets during 2024, including Ps.$8.7 million accrued on amounts due from related parties and Ps.$22.6 million from favorable interest received from financial institutions.
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Interest expense: Interest expense amounted to Ps.$797.0 million for the year ended December 31, 2024, an increase of Ps.$493.3 million or 162.4% from the year ended December 31, 2023. The increase is mainly related the interest of Insurgentes 421
Bancomext loan and GIC I interest of Vivid Hotel as there are no longer capitalized in the asset value and were booked directly to the profit and loss statement in 2024 compared to the year ended December 31, 2023.
Exchange rate loss, net: Foreign exchange income, net, amounted to a loss of Ps.$1,492.2 million for the year ended December 31, 2024, a decrease of Ps.$2,260.9 million or 294.1% from the year ended December 31, 2023. The decrease in
foreign exchange income, net transactions was attributable to the depreciation of the Mexican peso against the U.S. dollar for the year ended December 31, 2024, compared to the year ended December 31, 2023 as well as the increase in loans
denominated in U.S. dollars.
Valuation of financial derivative
instruments: Valuation of financial derivative instruments amounted to a loss of Ps.$43.3 million for the year ended December 31, 2024, a decrease of Ps.$32.5 million or 42.9% from a loss of Ps.$75.9 million for
the year ended December 31, 2023 due to unfavorable movements in the yield curve.
Other income: Other income amounted to Ps.$190.2 million for the year ended December 31, 2024, an increase of Ps.$164.7 million or 644.3% from Ps.$25.6 million for the year ended December 31, 2023. The increase is mainly related to a gain in sale
of equipment due to a discount from a vendor on purchase of furniture and fixtures granted subsequent to purchase, and also subsequent to the sale and leaseback of said furniture and fixtures to an unrelated third party.
Other expenses: Other expenses amounted to Ps.$5.5 million for the year ended December 31, 2024, a decrease of Ps.$4.3 million or 44.1% from Ps.$9.8 million for the year ended December 31, 2023.
Income taxes: Income taxes amounted to Ps.$72.7 million for the year ended December 31, 2024, a change of Ps.$124.8 million or 239.4% from an income tax benefit of Ps.$52.1 million for the year ended December 31, 2023. The decrease is mainly
related to the increase in the allowance of NOLs as result of losses in exchange rates in 2024.
Net profit (loss) for the period: For the reasons outlined above, the Murano Group recorded a net loss of Ps.$3,568.0 million for the year ended December 31, 2024, a decrease of Ps.$3,625.8 million, as compared to a net profit of Ps.$57.8 million
for the year ended December 31, 2023.
Year ended December 31, 2023 Compared to
Year ended December 31, 2022
Combined statements of profit or loss and
other comprehensive income data
|
|
|
|
|
|||
|
|
|
|
For the year ended December 31
|
|||
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
(In Mexican Pesos)
|
|||
|
Revenue
|
|
|
$286,651,914
|
|
|
$6,431,022
|
|
Direct and selling, general and administrative expenses
|
|
|
|
|
|
|
|
Employee Benefits
|
|
|
158,777,211
|
|
|
53,944,188
|
|
Food & Beverage and service cost
|
|
|
50,548,808
|
|
|
1,167,596
|
|
Sales commissions
|
|
|
12,047,140
|
|
|
—
|
|
Management fees operators
|
|
|
6,031,578
|
|
|
—
|
|
Depreciation and amortization
|
|
|
135,498,890
|
|
|
1,808,833
|
|
Development contributions to the local area
|
|
|
—
|
|
|
25,862,069
|
|
Property tax
|
|
|
10,062,451
|
|
|
15,605,504
|
|
Fees
|
|
|
81,161,295
|
|
|
67,534,391
|
|
Administrative fees
|
|
|
16,148,254
|
|
|
1,784,617
|
|
Maintenance and conservation
|
|
|
9,676,728
|
|
|
10,218,739
|
|
Utility expenses
|
|
|
11,806,600
|
|
|
2,386,067
|
|
Advertising
|
|
|
7,326,696
|
|
|
9,806,261
|
|
Donations
|
|
|
7,676,660
|
|
|
1,000,000
|
|
Insurance
|
|
|
14,820,097
|
|
|
3,891,189
|
|
Software
|
|
|
6,744,506
|
|
|
2,226,283
|
|
|
|
|
|
|
|
|
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TABLE OF CONTENTS
|
|
|
|
|
|||
|
|
|
|
For the year ended December 31
|
|||
|
|
|
|
2023
|
|
|
2022
|
|
|
|
|
(In Mexican Pesos)
|
|||
|
Cleaning and laundry
|
|
|
9,197,151
|
|
|
1,622,716
|
|
Bank commissions
|
|
|
8,317,475
|
|
|
6,700,414
|
|
Other costs
|
|
|
62,238,994
|
|
|
45,073,847
|
|
Total direct and selling, general and administrative
expenses
|
|
|
608,080,534
|
|
|
250,632,714
|
|
(Loss) gain on revaluation of investment property
|
|
|
(86,598,436)
|
|
|
298,089,926
|
|
Interest income
|
|
|
8,845,532
|
|
|
555,638
|
|
Interest expense
|
|
|
(303,746,643)
|
|
|
(86,485,683)
|
|
Exchange rate income, net
|
|
|
768,699,652
|
|
|
276,747,870
|
|
Valuation of financial derivative instruments
|
|
|
(75,868,263)
|
|
|
200,739,870
|
|
Other income
|
|
|
25,560,552
|
|
|
33,514,903
|
|
Other expenses
|
|
|
(9,801,077)
|
|
|
(3,874,125)
|
|
Profit before income taxes
|
|
|
5,662,697
|
|
|
475,086,707
|
|
Income taxes
|
|
|
52,130,224
|
|
|
230,709,407
|
|
Net profit for the period
|
|
|
$57,792,921
|
|
|
$244,377,300
|
|
|
|
|
|
|
|
|
Revenue:
Revenue amounted to Ps.$286.7 million for the year ended December 31, 2023, an increase of Ps.$280.3 million or 4,357.3% from Ps.$6.4 million from the year ended December 31, 2022. The increase is mainly attributable to the commencement of
operations of the Insurgentes 421 Hotel Complex during December 2022 and January 2023. The Andaz hotel´s revenue during 2023 was Ps.$177.2 million, comprising: (1) 58.7% room income, (2) 39.1% food and beverage income, and (3) 2.1% other
income. The Mondrian Hotel´s revenue during 2023 was Ps.$107.6 million, comprising (1) 60.7% room income, (2) 33.0% food & beverage income, and (3) 6.3% other income.
Employee Benefits: Employee benefits amounted to Ps.$158.8 million for the year ended December 31, 2023, an increase of Ps.$104.9 million or 194.3% from the year ended December 31, 2022. The increase is mainly attributable to the commencement of hotel
operations. Murano hired its employees a couple of months before the opening for training and to arrange the necessary activities to provide services to its customers such as accommodation of hotel rooms and restaurants. Currently, the
Insurgentes 421 Hotel Complex has approximately 350 employees.
Food & Beverage and service cost: Food & beverage and service cost amounted to Ps.$50.5 million for the year ended December 31, 2023, an increase of Ps.$49.3 million or 4,229.3% from Ps.$1.2 million for the year ended December 31, 2022. The
increase in food and beverages was attributable to the operations of the Mondrian Hotel and Andaz Hotel throughout 2023.
Sales commissions: Sales commissions amounted to Ps.$12.0 million for the year ended December 31, 2023 as compared to $0 for the year ended December 31, 2022. The amount corresponds mainly to the commissions incurred for services provided by independent
online travel agencies such as Expedia and Booking. The amounts attributable to the Andaz Hotel is Ps.$5.2 million and Ps.$1.9 million to the Mondrian Hotel.
Management fees operators: Management fees operators amounted to Ps.$6.0 million for the year ended December 31, 2023, which relates to management services provided by Hyatt and Accor. Andaz Hotel incurred in Ps.$3.7 million while Mondrian
Hotel incurred Ps.$2.3 million.
Depreciation and amortization: Depreciation and amortization amounted to Ps.$135.5 million for the year ended December 31, 2023, an increase of Ps.$133.7 million from the year ended December 31, 2022. The increase corresponds to the placement
into operations of the Insurgentes 421 Hotel Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and amortization amounted to Ps.$93.2 million for property and equipment and Ps.$6.8 million for
right of use assets, respectively.
Development contributions to the local area: Development contributions to local area decreased 100% from Ps.$25.9 million for the year ended December 31, 2022. During 2022, Murano granted a one-time community investment to Cancun’s city hall.
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TABLE OF CONTENTS
Property tax: Property tax amounted to Ps.$10.1 million for the year ended December 31, 2023, a decrease of Ps.$5.5 million or 35.5% from Ps.$15.6 million for the year ended December 31, 2022. The decrease in the property tax is mainly
attributable to the Insurgentes 421 Hotel Complex. The decrease relates to a one-time Ps.$6.0 million property tax paid to the Mexico City Secretary of Administration and Finance, during 2022.
Fees: Fees
amounted to Ps.$81.2 million for the year ended December 31, 2023, an increase of Ps.$13.7 million or 20.2% from Ps.$67.5 million for the year ended December 31, 2022. The increase is mainly related to legal and transaction costs incurred by
Murano World which amounted to Ps.$15.9 million. Additionally, both Murano World and the management trust agreement No. CIB/3001 (Contrato de Fideicomiso de Administración No. CIB/3001, the “GIC I
Trust”) GIC I Trust hired financial advisors to renegotiate its existing loans and to obtain other sources of finance.
Administrative fees: Administrative fees amounted to Ps.$16.1 million for the year ended December 31, 2023, an increase of Ps.$14.3 million or 804.9% from Ps.$1.8 million for the year ended December 31, 2022. The increase is mainly related to other
services hired by Murano Group to carry out its operations.
Maintenance and conservation: Maintenance and conservation amounted to Ps.$9.7 million for the year ended December 31, 2023, a decrease of Ps.$0.5 million or 5.3% from the year ended December 31, 2022. This expense remained flat due as the tax
is attributable mostly to the same properties in both years.
Utility expenses: Utility expenses amounted to Ps.$11.8 million for the year ended December 31, 2023, an increase of Ps.$9.4 million or 394.8% from Ps.$2.4 million for the year ended December 31, 2022. This increase is mainly attributable to the
operations of the Insurgentes 421 Hotel Complex throughout 2023. During 2022, utilities were incurred primarily for the Company’s corporate office.
Advertising:
Advertising amounted to Ps.$7.3 million for the year ended December 31, 2023, a decrease of Ps.$2.5 million or 25.3% from Ps.$9.8 million for the year ended December 31, 2022. Significant publicity expenditures were incurred in anticipation of
the openings of the Insurgentes 421 Hotel Complex during 2022 and the beginning of 2023, which tapered off after the commencement of Complex operations.
Donations:
Donations amounted to Ps.$7.7 million for the year ended December 31, 2023, an increase of Ps.$6.7 million or 667.7% from Ps.$1.0 million for the year ended December 31, 2022. This increase is attributable to the donations granted to the UNICEF
International Council to support the transformation of education in Mexico.
Insurance:
Insurance amounted to Ps.$14.8 million for the year ended December 31, 2023, an increase of Ps.$10.9 million or 280.9% from Ps.$3.9 million for the year ended December 31, 2022. The increase in insurance expenses was attributable to the
acquisition of an insurance premium of Ps.$2.0 million for the Beach Club acquired in March 2023. Moreover, there was also an increase in the insurance premium for the Insurgentes 421 Hotel Complex that amounted to Ps.$5.5 million, which
derived from the increase in the property’s fair value.
Software:
Software amounted to Ps.$6.7 million for the year ended December 31, 2023, an increase of Ps.$4.5 million or 202.9% from the year ended December 31, 2022. This expense relates to certain equipment and operating software implementation costs
incurred at the Insurgentes 421 Hotel Complex.
Cleaning and laundry: Cleaning and laundry amounted to Ps.$9.2 million for the year ended December 31, 2023, an increase of Ps.$7.6 or 466.8% from the year ended December 31, 2022. The increase in cleaning and laundry expenses is directly attributable to
the opening of the Andaz and Mondrian Hotels, which now offer guest room services. At the Andaz Hotel, this expense includes Ps.$5.7 million for purchasing cleaning supplies and $1.5 million for laundry services provided by external parties,
along with Ps. $1.0 million for the laundering of staff uniforms. Related to the Mondrian Hotel, this expense is comprised mainly of laundry contracts totaling Ps.$2.2 million and Ps.$3.0 related to the laundering of staff uniforms.
Bank commissions: Bank fees amounted to Ps.$8.3 million for the year ended December 31, 2023, an increase of Ps.$1.6 million or 24.1% from Ps.$6.7 million for the year ended December 31, 2022, which corresponds to the increase in the interest income
accrued by short-term investments.
Other costs:
Other costs amounted to Ps.$62.2 million for the year ended December 31, 2023, an increase of Ps.$17.1 million or 38.1% from Ps.$45.1 million for the year ended December 31, 2022. The are several
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TABLE OF CONTENTS
immaterial expenses included in Other costs. The increase corresponds mainly to
the following: (1) Ps.$3.5 million incurred in surveillance services, (2) Ps.$5.0 million of tax surcharges, (3) Ps.$3.0 of stationery items and (4) Ps.$1.0 million of telephone services.
(Loss) gain on revaluation of investment
property: The Loss on revaluation of investment property amounted to Ps.$86.6 million for the year ended December 31, 2023, a decrease of Ps.$384.7 million or 129.1% from the gain of Ps.$298.1 million during the
year ended December 31, 2022. The value determined by the external appraisers in U.S. dollars did not decrease but when converting to pesos an exchange rate loss was originated which causes the decrease. For the year ended December 31, 2022,
there was an appreciation of the plots of land located in Ensenada, Baja California and the conversion effect did not have such a significant impact.
Interest income: Interest income amounted to Ps.$8.8 million for the year ended December 31, 2023, an increase of Ps.$8.2 million or 1,492.0% from Ps.$0.6 million from the year ended December 31, 2022. The increase in interest income was attributable
mainly to the increase in interest bearing assets during 2023, including Ps.$6.7 million accrued on amounts due from related parties.
Interest expense: Interest expense amounted to Ps.$303.7 million for the year ended December 31, 2023, an increase of Ps.$217.2 million or 251.2% from the year ended December 31, 2022. The increase in interest expense was attributable mainly to Murano
World and comprised 66.6% loan interest and 33.4% related to finance lease obligations. Also, the interest expense of Inmobiliaria Insurgentes 421 contributed to the increase and amounted to Ps.$138.4, comprising 98.4% bank loan interest and
1.6% interest on loans from related parties. Prior to 2023, interest on these loans was capitalized as part of the construction in process.
Exchange rate income, net: Foreign exchange income, net, amounted to Ps.$768.7 million for the year ended December 31, 2023, an increase of Ps.$492.0 million or 177.8% from the year ended December 31, 2022. The increase in foreign exchange
income, net transactions was attributable to the appreciation of the Mexican peso against the U.S. dollar.
Valuation of financial derivative instruments: Valuation of financial derivative instruments amounted to a loss of Ps.$75.9 million for the year ended December 31, 2023, a decrease of Ps.$276.6 million or 137.8% from a gain of Ps.$200.7 million for the year
ended December 31, 2022 due to unfavorable movements in the yield curve.
Other income:
Other income amounted to Ps.$25.6 million for the year ended December 31, 2023, a decrease of Ps.$7.9 million or 23.7% from Ps.$33.5 million for the year ended December 31, 2022.
Other expenses: Other expenses amounted to Ps.$9.8 million for the year ended December 31, 2023, an increase of Ps.$5.9 million or 153.0% from Ps.$3.9 million for the year ended December 31, 2022.
Income taxes:
Income taxes amounted to Ps.$52.1 million income tax benefit for the year ended December 31, 2023, a change of Ps.$282.8 million or 112.6% from an income tax expense of Ps.$230.7 million for the year ended December 31, 2022. The decrease in
income tax expense was mainly attributable to lower pre-tax profits and a higher benefit related to other permanent differences of Ps.$120.6 million, which includes the application of previously unrecognized tax loss carry forwards to the
taxable profit during 2023.
Net profit (loss) for the period: For the reasons outlined above, the Murano Group recorded a net profit of Ps.$57.8 million for the year ended December 31, 2023, a decrease of Ps.$186.6 million, as compared to a net profit of Ps.$244.4 million for
the year ended December 31, 2022.
Other Financial Data
|
|
|
|
|
||||||
|
|
|
|
For the year ended December 31
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
|
|
(in Mexican pesos)
|
||||||
|
EBITDA(1)
|
|
|
(2,378,502,890)
|
|
|
444,908,230
|
|
|
563,381,223
|
|
Adjusted EBITDA(2)
|
|
|
(2,313,741,968)
|
|
|
500,913,740
|
|
|
563,838,513
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We define EBITDA as a measure that reflects net profit (loss) for the period, excluding interest expense, income taxes,
depreciation and amortization. The following table reconciles our net profit for the period for the period, our most directly comparable measure under IFRS, to EBITDA:
|
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TABLE OF CONTENTS
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31
|
|
|
Variance
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
Ps. Change
|
|
|
% Change
|
|
|
|
|
(in Mexican pesos)
|
|||||||||
|
Net profit (loss) for the period
|
|
|
(3,567,965,578)
|
|
|
57,792,921
|
|
|
(3,625,758,499)
|
|
|
(6273.7)%
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
72,675,696
|
|
|
(52,130,224)
|
|
|
124,805,920
|
|
|
(239.4)%
|
|
Interest expense
|
|
|
797,018,177
|
|
|
303,746,643
|
|
|
493,271,534
|
|
|
162.4%
|
|
Depreciation and amortization
|
|
|
319,768,815
|
|
|
135,498,890
|
|
|
184,269,925
|
|
|
136.0%
|
|
EBITDA
|
|
|
(2,378,502,890)
|
|
|
444,908,230
|
|
|
(2,823,411,120)
|
|
|
(634.6)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
We defined Adjusted EBITDA as EBITDA further adjusted to exclude transaction-related expenses derived from the Business
Combination. The following table reconciles Adjusted EBITDA to EBITDA:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For the year ended December 31
|
|
|
Variance
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
Ps. Change
|
|
|
% Change
|
|
|
|
|
(in Mexican pesos)
|
|||||||||
|
EBITDA
|
|
|
(2,378,502,890)
|
|
|
444,908,230
|
|
|
(2,823,411,120)
|
|
|
(634.6)%
|
|
Transaction related expenses
|
|
|
64,760,922
|
|
|
56,005,510
|
|
|
8,755,412
|
|
|
15.6%
|
|
Adjusted EBITDA
|
|
|
(2,313,741,968)
|
|
|
500,913,740
|
|
|
(2,814,655,708)
|
|
|
(561.9)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We define EBITDA as a measure that reflects net profit (loss) for the period, excluding interest expense, income taxes,
depreciation and amortization. The following table reconciles our net profit for the period for the period, our most directly comparable measure under IFRS, to EBITDA:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31
|
|
|
Variance
|
||||||
|
|
|
|
2023
|
|
|
2022
|
|
|
Ps. Change
|
|
|
% Change
|
|
|
|
|
(in Mexican pesos)
|
|||||||||
|
Net profit (loss) for the period
|
|
|
57,792,921
|
|
|
244,377,300
|
|
|
(186,584,379)
|
|
|
(76.4)%
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
(52,130,224)
|
|
|
230,709,407
|
|
|
(282,839,631)
|
|
|
(122.60)%
|
|
Interest expense
|
|
|
303,746,643
|
|
|
86,485,683
|
|
|
217,260,960
|
|
|
251.21%
|
|
Depreciation and amortization
|
|
|
135,498,890
|
|
|
1,808,833
|
|
|
133,690,057
|
|
|
7391.0%
|
|
EBITDA
|
|
|
444,908,230
|
|
|
563,381,223
|
|
|
(118,472,993)
|
|
|
(21.0)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
We defined Adjusted EBITDA as EBITDA further adjusted to exclude transaction-related expenses derived from the Business
Combination. The following table reconciles Adjusted EBITDA to EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
For the year ended December 31
|
|
|
Variance
|
|
||||||||
|
|
|
|
2023
|
|
|
2022
|
|
|
Ps. Change
|
|
|
% Change
|
|
||
|
|
|
|
(in Mexican pesos)
|
|
|
|
|||||||||
|
EBITDA
|
|
|
444,908,230
|
|
|
563,381,223
|
|
|
(118,472,993)
|
|
|
(21.0)%
|
|
||
|
Transaction related expenses
|
|
|
56,005,510
|
|
|
457,290
|
|
|
55,548,220
|
|
|
12147.3%
|
|
||
|
Adjusted EBITDA
|
|
|
500,913,740
|
|
|
563,838,513
|
|
|
(62,924,773)
|
|
|
(11.2)%
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Operating Data
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31, 2024
|
||||||
|
|
|
|
RevPAR(1)
|
|
|
ADR(2)
|
|
|
Occupancy(3)
|
|
|
|
|
(in Mexican Pesos)
|
|
|
%
|
|||
|
Andaz Hotel
|
|
|
$2,393
|
|
|
$4,085
|
|
|
58.6
|
|
Mondrian Hotel
|
|
|
$2,511
|
|
|
$3,710
|
|
|
52.2
|
|
Vivid Hotel
|
|
|
$2,053
|
|
|
$3,834
|
|
|
53.6
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period.
|
|
(2)
|
ADR represents hotel room revenue divided by the total number of room nights sold in a given period.
|
|
(3)
|
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.
|
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TABLE OF CONTENTS
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31, 2023
|
||||||
|
|
|
|
RevPAR
|
|
|
ADR
|
|
|
Occupancy
|
|
|
|
|
(in Mexican Pesos)
|
|
|
%
|
|||
|
Mondrian Hotel(1)
|
|
|
$1,003
|
|
|
$3,547
|
|
|
28.3
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The revenue metrics are presented only for the Mondrian Hotel as it was the only hotel in operation as of December 31, 2022.
|
Liquidity and Capital Resources
Overview
Since our inception, we have financed our development projects
and operations primarily from capital contributions from our shareholders and borrowings under different financing arrangements. As of December 31, 2024, our total debt was Ps.$11,653.2million (U.S.$558.2 million). Since then, we have incurred
additional indebtedness in the amount of U.S.$6 million.
We currently expect that the Company's borrowings under our
existing financings and issuance of the 2031 Notes, will not be sufficient to fund the currently foreseeable 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; for further details, see “Note 2c-Basis of preparation in the Murano Group Consolidated and Combined Financial Statements.”
Recent Transactions Affecting our Liquidity
and Capital Resources
Year ended December 31, 2024 compared to year ended December 31,
2023
The following table from the Combined Statement of Cash Flows
summarizes Murano Group’s cash flows for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
|
|
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
Variance
|
|||
|
|
|
|
Ps.
|
|
|
Ps.
|
|
|
Ps.
|
|
|
%
|
|
|
|
|
(in Mexican pesos)
|
|||||||||
|
Net cash flows (used in) from operating activities
|
|
|
$(94,808,362)
|
|
|
$165,206,337
|
|
|
$(260,014,699)
|
|
|
(157.4)%
|
|
Net cash flows used in investing activities
|
|
|
(1,079,765,332)
|
|
|
(1,697,602,022)
|
|
|
617,836,690
|
|
|
(36.4)%
|
|
Net cash flows from financing activities
|
|
|
1,998,618,817
|
|
|
1,438,010,614
|
|
|
560,608,203
|
|
|
39.0%
|
|
Net (decrease) increase in cash and
cash equivalents and restricted cash
|
|
|
$824,045,123
|
|
|
$(94,385,071)
|
|
|
918,430,194
|
|
|
(973.1)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
Net cash from operating activities was Ps.$94.8 million for the
year ended December 31, 2024, while for the year ended December 31, 2023 there was net cash from operating activities of Ps.$165.2 million.
Net cash from operating activities consisted of a loss before
income tax of Ps.$3,495.3 million for the year ended December 31, 2024, adjusted for non-cash and non-operating cash flow items and the effect of changes in working capital. Non-operating cash flow adjustments principally included
Ps.$917.4 million derived from listing expense of the Rated Notes listed September 12, 2024, and Ps.$775.7 million derived from interest expense, while non-cash items included Ps.$271.5 million from the depreciation of property, plant and
equipment, which was mainly attributable to the commencement of operations of the Vivid Hotel and its corresponding placement into operations of the Vivid Hotel Complex’s assets which were transferred from construction in process to fixed assets.
The depreciation and amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and equipment. Additional non-cash items included Ps.$66.4 million from the amortization of costs to
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TABLE OF CONTENTS
obtain loans and commissions, and Ps.$1,514.4 million of effect in foreign
exchange rates. Net changes in working capital, which amounted to Ps.$67.9 million, were mainly attributable to an increase in trade payables for Ps.$266.8 million, a decrease mainly by Ps.$125.7 million related to the obtainment of a Value Added
Tax reimbursement, from an outstanding balance of Value Added Tax pending to be collected from GIC Complex, which increased Ps.$112.4 million or 844.5% from the year ended December 31, 2023, and an increase in trade receivables for
Ps.$47.7 million.
Cash flows from investing activities
Net cash used in investing activities was Ps.$1,079.8 million for
the year ended December 31, 2024, a decrease of Ps.$617.8 million or 36.4% from the year ended December 31, 2023 primarily due to the Vivid Hotel commencing operations in April 2024, thus ceasing its capex investing requirements.
Cash flows from financing activities
Net cash provided by financing activities was Ps.$1,998.6 million
for the year ended December 31, 2024, an increase of Ps.$560.6 or 39.0% from the year ended December 31, 2023. Overall, proceeds from new borrowings provided to Murano Group amounted to Ps.$8,964 million, increasing by Ps.$6,848 million and
interest paid increased Ps.$308.0 million compared to the twelve-month period ended December 31, 2023. Offsetting cash flows from financing principally included Ps.$6,020 million derived from loan payments to third parties, interest paid
amounting to Ps.$565.8 million, and Ps.$476.2 million derived from loan payments to related parties.
Year ended December 31, 2023 compared to year ended December 31,
2022
The following table from the Combined Statement of Cash Flows
summarizes Murano Group’s cash flows for the years ended December 31, 2023 and 2022:
|
|
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31
|
|
|
|
||||||
|
|
|
|
2023
|
|
|
2022
|
|
|
Variance
|
|||
|
|
|
|
Ps.
|
|
|
Ps.
|
|
|
Ps.
|
|
|
%
|
|
|
|
|
(in Mexican pesos)
|
|||||||||
|
Net cash flows from (used in) operating activities
|
|
|
$165,206,337
|
|
|
$(275,511,389)
|
|
|
$440,717,726
|
|
|
(160.0)%
|
|
Net cash flows used in investing activities
|
|
|
(1,697,602,022)
|
|
|
(1,437,521,734)
|
|
|
(260,080,288)
|
|
|
18.1%
|
|
Net cash flows from financing activities
|
|
|
1,438,010,614
|
|
|
1,770,353,133
|
|
|
(332,342,519)
|
|
|
(18.8)%
|
|
Net (decrease) increase in cash and
cash equivalents and restricted cash
|
|
|
$(94,385,071)
|
|
|
$57,320,010
|
|
|
(151,705,081)
|
|
|
(264.7)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
Net cash from operating activities was Ps.$165.2 million for the
year ended December 31, 2023, while for the year ended December 31, 2022 there was net cash used in operating activities of Ps.$275.5 million.
Net cash from operating activities consisted of a loss before
income tax of Ps.$5.7 million for the year ended December 31, 2023, adjusted for non-cash and non-operating cash flow items and the effect of changes in working capital. Non-operating cash flow adjustments principally included Ps.$300.5 million
derived from interest expense, while non-cash items included Ps.$128.7 million from the depreciation of property, plant and equipment, Ps.$86.6 in the valuation of financial derivative instruments and Ps.$756.6 million of effect in foreign
exchange rates. Net changes in working capital increased mainly by Ps.$275.5 million related to trade payables to GIC Complex suppliers, which increased Ps.$250.2 million or 989.9% from the year ended December 31, 2022.
Cash flows from investing activities
Net cash used in investing activities was Ps.$1,697.6 million for
the year ended December 31, 2023, an increase of Ps.$260.1 million or 18.1% from the year ended December 31, 2022 primarily due to the acquisition of land, equipment and construction in process of $1,719.9 million of which Ps.$174.0 million
correspond to the acquisition of the beach club and Ps.$1,545.9 of construction in process. These effects were offset by proceeds from disposals of furniture, fixtures & equipment, which amounted to Ps.$157.0 million as a result of sale and
leaseback transactions.
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TABLE OF CONTENTS
Cash flows from financing activities
Net cash provided by financing activities was Ps.$1,438.0 million
for the year ended December 31, 2023, a decrease of Ps.$332.4 million or 18.8% from the year ended December 31, 2022. Overall, proceeds from new borrowings provided to Murano Group decreased by Ps.$121.0 million and interest paid increased
Ps.$212.6 million.
Capital Expenditures
For the years ended December 31, 2024 and 2023 and 2022, our
capital expenditures amounted to Ps.$1,331.8 million, Ps.$1,719.3 million, and Ps.$1,523.3 million, respectively. This increase was mainly driven by the expenditures related to the construction of GIC I Hotel, part of the GIC Complex.
As of December 31, 2024, we had outstanding commitments under
construction contracts of Ps.$527.4 (U.S.$25.7 million) for capital expenditures at our owned properties. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our
commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.
Debt
As of December 31, 2024, our debt with third parties amounted to
Ps.$11,458.7 million (U.S.$558.7 million) and our debt with related parties amounted to Ps.$194.5 million (U.S.$9.5 million), including accrued interest and the exchange difference generated from the U.S. dollar-denominated loans.
For the year ended December 31, 2024, interest expense on our
borrowings amounted to Ps.$981.4 million (Ps.$775.7 million directly recognized in the Consolidated Statement of Profit or Loss and Other Comprehensive Income and the remaining was capitalized as part of the borrowing costs in construction in
process).
The agreements referred to below include covenants and
restrictions that require, among other things, to provide the lenders, quarterly and annually, with Murano’s internal financial statements and compliance with certain ratios and reserve funds. Non-compliance with such requirements constitutes an
event of default under which the respective loan may become immediately due and payable. For discussions of certain defaults that are outstanding and that have been waived, and potential consequences, with respect to our debt, see -“The
instruments governing our indebtedness contain cross-default provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument” and “-We have
substantial debt that may be called on demand of lender due to breach in covenants that have happened or may happen in the future”.
Also refer to Note 10 of the Murano Group Consolidated and
Combined Financial Statements for more information about defaults that are all outstanding.
11% Senior Secured Notes due 2031
In September 2024, we completed the issuance of an aggregate
principal amount of U.S.$300.0 million of our 11% senior secured notes pursuant to the Indenture dated as of September 12, 2024 (the “Indenture”). The 2031 Notes will mature on September 2031 and bear interest rate of (a) 11.00% per annum payable
in cash, and (b) from the issuance date to September 2027, 2.00% per annum payable in kind (the “PIK Interest”) at a total rate of 13.00% by capitalizing such PIK Interest (and increasing the principal amount of the outstanding Notes in an amount
equal to such PIK Interest) or by issuing PIK Notes (as such term is defined in the Indenture), payable on a semi-annual basis. The 2031 Notes were issued by the irrevocable issuing, administration and payment trust agreement No. CIB/4323 (Contrato de Fideicomiso Irrevocable de Emisión, Administración y Fuente de Pago No. CIB/4323, the “Issuer Trust”) and guaranteed by Operadora GIC I, CIB/3224 Trust, GIC I Trust and Murano PV, and backed
primarily by cash flows from the GIC I Hotel. The Indenture governing these notes imposes certain conditions upon a consolidation or merger by us and restricts the incurrence of liens and the entering into sale and leaseback transactions by us
and our significant subsidiaries, among other restrictive covenants.
Proceeds from the 2031 Notes were used to refinance existing debt
facilities of the Murano Group (including the GIC I Loan), fund a debt service reserve, cover transaction fees, fund working capital and finance the completion of the GIC I Hotel. This was Murano’s first major debt capital markets transaction as
a public
72
TABLE OF CONTENTS
firm, and it was oversubscribed. This financing improved Murano’s capital
structure and liquidity, reducing refinancing risk. The 2031 Notes received credit ratings (Ba1/BB) and were placed with institutional investors under Rule 144A/Reg S.
Insurgentes Loan
The construction, development and start of operations of the
Insurgentes 421 Hotel Complex have been financed through a loan facility entered into on September 29, 2022, Inmobiliaria Insurgentes 421, as borrower, OHI421 and OHI421 Premium, as joint obligors, and
Bancomext, as lender, as amended and restated from time to time (the “Insurgentes Loan”). The principal amount of the facility was U.S.$75 million, with a variable interest rate, divided into two tranches, tranche A for an amount of
U.S.$49.5 million and tranche B for an amount of U.S.$25.5 million. The use of proceeds for tranche A was for the payment and refinancing of a prior loan; tranche B use of proceeds was for the financing of the renovation of the Insurgentes 421
Hotel Complex. On May 25, 2023, the parties amended and restated such loan agreement to increase the credit line with Bancomext from U.S.$75 million to U.S.$100 million pursuant to a new tranche of credit (tranche C).
The quarterly interest payable under the Insurgentes Loan is
equal to term SOFR plus a 3.5% margin and the maturity is October 7, 2037. The proceeds from the Insurgentes Loan were used to refinance certain indebtedness related to the development of the Insurgentes 421 Hotel Complex and pay capital
expenditures related to the development and start of operations of the Insurgentes 421 Hotel Complex.
As of December 31, 2024, the outstanding principal amount under
the Insurgentes Loan was Ps.$2,029.1 million (U.S.$98.9 million).
As part of the collateral to secure the Insurgentes Loan, the
following rights and assets were contributed to the Insurgentes Security Trust:
|
•
|
Inmobiliaria Insurgentes 421 contributed (i) the property of the Insurgentes 421 Hotel Complex, (ii) its collection rights under
and in respect of each of the Insurgentes Lease Agreements, and (iii) its collection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex, among other rights set forth in the Insurgentes Security Trust;
|
|
•
|
OHI421 contributed (i) its collection rights under the Andaz Hotel Management Agreement and related net cash flows and (ii) its
collection rights in regard to any sublease agreement;
|
|
•
|
OHI421 Premium contributed (i) its collection rights under the Mondrian Hotel Management Agreement and related net cash flows and
(ii) its collection rights in regard to any sublease agreement;
|
|
•
|
Murano PV contributed (i) 500 Series A shares of fixed capital stock and (ii) 434,361,112 Series B shares of variable capital
stock of Inmobiliaria Insurgentes 421;
|
|
•
|
Murano PV contributed (i) 49,499 Series A shares of fixed capital stock and (ii) 10,771,066 Series B shares of variable capital
stock of Inmobiliaria Insurgentes 421, which together with the ESAGRUP contribution represent approximately 99.99% of the capital stock of Inmobiliaria Insurgentes 421;
|
|
•
|
Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421, which represent
99.99% of the capital stock of OHI421; and
|
|
•
|
Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421 Premium, which
represent 99.99% of the capital stock of OHI421 Premium.
|
The Insurgentes Loan is governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
GIC I Loan
The construction, development, equipment and start of operations
of the GIC I Hotel was initially financed through a mortgage loan facility provided by a syndicate of banks including Sabcapital, CaixaBank, Bancomext, Nafin and Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R, as lenders (the “GIC I Senior
Lenders”), pursuant to the terms and conditions of the syndicated senior secured loan agreement dated October 4, 2019 (as amended and restated from time to time, including on July 11, 2022, August 24, 2023 and December 20, 2023), entered into
among the GIC I Trust, as borrower, Operadora GIC I, Operadora GIC II, and Murano World, as
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TABLE OF CONTENTS
joint obligors, the GIC I Senior Lenders, as lenders, and Sabadell, as
administrative agent and collateral agent, under which the GIC I Senior Lenders granted a loan subject to the terms and conditions set forth therein in an aggregate amount of U.S.$239,811,149.50 at an interest rate of term SOFR +4.0116%. The
amounts borrowed under the GIC I Loan were used to partially finance the construction and development of the GIC Complex, among other uses.
The balance of the GIC I Loan was repaid in full.
GIC I VAT Loan
In order to finance up to 80% of the value added tax payable
during the construction of the GIC I Hotel, the GIC I Trust as borrower and Operadora GIC I as joint obligor, entered into a loan agreement dated as of October 16, 2019, with Bancomext, as lender, pursuant to which Bancomext provided a 12-year
loan on the aggregate amount of U.S.$31,480,000.00 at an interest rate of TIIE 91 days + 2.75% (with borrowings as of 2024 bearing an interest rate of TIIE 28 days + 2.75%), and maturing on June 30, 2034 (as amended, supplemented and/or restated
from time to time, the “GIC I VAT Loan”).
As part of the collateral to secure the GIC I VAT Loan, the GIC I
Trust granted a second ranking mortgage over GIC Private Unit 1, GIC Private Unit 4 and GIC Private Unit 5.
The GIC I VAT Loan was governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
The balance of the GIC I VAT Loan was repaid in full.
Beach Club Loan
The acquisition and development of the beach club property
related to the GIC Complex has been financed through the Beach Club Loan. The annual interest payable under the Beach Club Loan is equal to 10% and the loan matures on December 1, 2030. As of December 31, 2024, the outstanding principal amount of
the Beach Club Loan was Ps.$410.2 million (U.S.$20 million).
As part of the collateral to secure the Beach Club Loan, Murano
World granted a first ranking mortgage in favor of ALG with respect to the Playa Delfines Property where the beach club is located.
The Beach Club Loan is governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
Finamo Loans
On January 5, 2024, Murano PV, as borrower, and Elías Sacal
Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to U.S.$26.0 million at a fixed interest rate of 15%, and maturing on January 1, 2030 (as amended, supplemented and/or restated from
time to time, the “Finamo Loan I”). The amounts borrowed under the Finamo Loan were used to partially finance the completion and start of operations of the GIC I Hotel, among other uses. As of December 31,
2024, the outstanding principal amount of the Finamo Loan I was Ps.$22.3 million.
On April 9, 2024, Murano PV, as borrower, and Elías Sacal
Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$100 million at a fixed interest rate of 22%, and maturing on November 15, 2025 (the “Finamo
Loan II”). As of December 31, 2024, the outstanding principal amount of the Finamo Loan II was Ps.$100 million. The amounts borrowed under the Finamo Loan II were used to partially finance the start of operations of the GIC I Hotel,
among other uses.
Additionally, on December 3, 2024, Murano World, as borrower,
Elías Sacal Cababie and Murano PV, as joint obligors, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$144.5 million at a fixed interest rate of 22%, and maturing on December 3, 2025 (the “Finamo Loan III”, and together with the Finamo Loan I and Finamo Loan II, the “Finamo Loans”). The amounts borrowed under the Finamo Loan III were used to paid rents of
hotel equipment. As of December 31, 2024, the outstanding principal amount of the Finamo Loan II and III were Ps.$100 million and Ps.$144.5 million, respectively.
The Finamo Loans are secured by GIC Private Unit 3, which is
owned by the GIC II Trust.
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The Finamo Loans are governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
NAFIN Loan
In order to finalize the construction and initiate operations of
the GIC I Hotel, among other uses, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, entered into a loan agreement dated October 17, 2024 with Nafin, as lender, pursuant to which Nafin provided a two year
loan on the aggregate amount of U.S.$70,378,283.27 at an interest rate of SOFR three months + 3.75% to 4.25% (based on the interest period), and maturing on October 17, 2027. As of December 31, 2024, the outstanding principal amount of the Nafin
Loan was Ps.$1,126.8 million (U.S.$54.9 million).
As part of the collateral to secure the Nafin Loan, Murano PV
caused to grant a first ranking mortgage over GIC Private Unit 4 and GIC Private Unit 5, which should be substituted for the GIC Private Unit 3 (the land of the GIC Phase II) and, therefore, the mortgages over GIC Private Unit 4 and GIC Private
Unit 5 should be terminated. Additionally, Murano PV, as settlor and second beneficiary, Nafin, as first beneficiary, and CIBanco, solely in its capacity as trustee (fiduciario), entered into an
irrevocable management trust agreement No. CIB/4470 (Contrato de Fideicomiso Irrevocable de Administración No. CIB/4470), dated November 11, 2024, to establish and manage a debt service reserve account for
the Nafin Loan, the amounts of which are used to comply with the obligations under the Nafin Loan.
The Nafin Loan is governed by Mexican laws and the parties are
subject to the jurisdiction of the courts of Mexico City.
Exitus Loan
In order to refinance the Exitus Original Loans, on September 30,
2024, Murano World, as borrower, Exitus Capital, S.A.P.I. de C.V., SOFOM, E.N.R. (“Exitus”) , as lender, and ESAGRUP, Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, entered into a secured term loan in an aggregate amount of
U.S.$18.1 million at a fixed interest rate of 15%, and maturing on December 30, 2025 (as amended, supplemented and/or restated from time to time, the “Exitus Loan”). As of December 31, 2024, the
outstanding principal amount of the Exitus Loan was U.S.$18.1 million.
The collateral to secure the Exitus Loan consists of the Exitus
Trust which estate consists of (a) cash flows arising from the Andaz Hotel Management Agreement, the Mondrian Hotel Management Agreement and the GIC I Hotel Management Agreement, (b) real estate property known as “La Costa Bajamar” lot identified
as MP-1 consisting of three fractions of land located in Ensenada, Baja California, (c) real estate property known as “Club de Playa” consisting of lots seven to thirteen located in Fraccionamiento Brisas del Márquez, Mz., E, S/N in Acapulco de
Juárez, Guerrero, and (d) real estate property consisting of private units eight and nine located in different lots and superblocks within the GIC Complex.
The Exitus Loan are governed by Mexican laws and the parties are
subject to the jurisdiction of the courts of Mexico City.
Sofoplus Loans
In order to repay the Sofoplus Original Loan, among other uses,
on September 30, 2024, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus, S.A.P.I. de C.V., SOFOM, E.R. (“Sofoplus”), as lender, in an
aggregate amount of U.S.$3.6 million at a fixed interest rate of 16%, and maturing on October 1, 2026 (as amended, supplemented and/or restated from time to time, the “Sofoplus Loan I”). As of December 31,
2024, the outstanding principal amount of the Sofoplus Loan I was Ps.$73.8 million (U.S.$3.6 million).
Additionally, on January 30, 2025, Murano World, as borrower, and
Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus, as lender, in an aggregate amount of up to U.S.$6 million at a fixed interest rate of 16%, and maturing on February 1,
2028 (the “Sofoplus Loan II”, and together with the Sofoplus Loan I, the “Sofoplus Loans”). The amounts borrowed under the Sofoplus Loan II were used to repay the
original loan with Sofoplus. As of December 31, 2024, the outstanding principal amount of the original loan of Sofoplus was U.S.$5.4 million.
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The Sofoplus Loans are governed by the laws of Mexico City and
the parties are subject to the jurisdiction of the courts of Mexico City.
Harry Sacal (Elías Sacal’s brother), owns 32% of Pluscorp S.A.P.I
de C.V., which, in turn, owns 99% of Sofoplus. For more information about Harry Sacal’s participation in Pluscorp S.A.P.I. de C.V., see “Principal Shareholders.”
Santander Revolving Credit Facility
On March 3, 2023, Murano World, as borrower, Santander
International, as lender and Harry Sacal Cababie as pledgor, entered into an uncommitted line of credit agreement in an aggregate amount of U.S.$1.5 million for the use and payment of the credit granted at an ordinary interest of the amount
equivalent to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8%. The Santander Revolving Credit Facility was extended on March 27, 2024, pursuant to which Murano World obtained an additional U.S.$500,000
(five hundred thousand dollars) to its existing revolving line of credit, converting the principal amount of credit to U.S.$2 million. Murano World agreed to pay to Santander International as ordinary interest the amount equivalent to the rate of
interest that reflects the all-inclusive cost of funding to Santander plus 0.8% per annum for working capital. The Group repaid U.S.$500 k to the principal amount before year end 2024. On March 7, 2025, The maturity of this loan was extended for
two years to March 7, 2027. The proceeds form the loan are made available by Santander to Murano World, thus the Santander Revolving Credit Facility’s. As of December 31, 2024, the outstanding principal amount was Ps.$30,694,061
(U.S.$25,335,608).
The Santander Revolving Credit Facility is governed by U.S. laws
and the parties are subject to the jurisdiction of the courts of Miami Dade, Florida.
Finamo Sale and Lease Back Agreements
Based on their characteristics, the Finamo Sale and Lease Back
Agreements were classified as sale and lease back agreements for accounting purposes and recognized as debt. As of December 31, 2024, Ps.$282 million was outstanding under these agreements. See “Property, Plant
and Equipment” and Note 10 to the Murano Group Consolidated and Combined Financial Statements for more information about these agreements and our indebtedness.
Lease Liabilities
Coppel Lease Agreement
On November 8, 2023, Operadora GIC I, as lessee, Arrendadora
Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease agreement (the “Coppel Lease Agreement”) under which, the parties establish the terms and conditions based on which
the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the parties, in which, additionally, the lessee will have the obligation to pay to the lessor
the rental amount. As of December 31, 2024, Ps.$190.8 million was outstanding under this agreement.
We had $206.7 million of lease liabilities as of December 31,
2024. For further information on our leases, see “Note 9 to the Murano Group Consolidated and Combined Financial Statements.”
Commitments and Contingencies
We are subject to litigation, claims, and other commitments and
contingencies arising in the ordinary course of business. While no assurance can be given as to the ultimate outcome of any litigation matters, we do not believe it is probable that a loss will be incurred and do not expect the ultimate
resolution of any open matters will have a material adverse effect on our financial position or results of operations.
Off-Balance Sheet Arrangements
As of December 31, 2024, we did not have any off-balance sheet
arrangements.
Research and development, patents and licenses, etc.
None.
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Trend Information
Other than as disclosed in “Recent Developments” and elsewhere in
this prospectus, we are not aware of any other trends, uncertainties, demands, commitments or events for the fiscal year ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our revenues, income,
profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk
We are exposed to foreign currency risk with transactions and
balances that are denominated in currencies other than the U.S. dollar. Revenue from hotel operations is primarily received in U.S. dollars and the majority of our operating expenses are incurred locally at our properties and are denominated in
Mexican pesos. Our outstanding debt borrowings are payable largely 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 primarily 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.
We expect that a portion of our revenues will be denominated in
U.S. dollars or linked to the U.S. dollar, while most of our operating expenses will be denominated in pesos. Changes in foreign currency exchange rates may become material to us in the future due to factors beyond our control.
Interest Rate Risk
We are exposed to interest rate risk as we have bank loans which
are interest bearing. We currently do not have an interest rate hedging policy.
Liquidity Risk
Liquidity risk arises mainly due to general funding and business
activities. We practice prudent risk management by maintaining sufficient cash balances and the availability of funding through certain committed credit facilities.
Critical Accounting Estimates
Our Consolidated and Combined Financial Statements are prepared
in accordance with the IFRS as issued by the IASB. In connection with the preparation of its Combined Financial Statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts
of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on historical experience, current trends and other factors that management believes to be relevant at the time its Combined
Financial Statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that its financial statements are presented fairly and in accordance with IFRS. However, because future
events and their effects cannot be determined with certainty, actual results could differ from its assumptions and estimates, and such differences could be material. We have identified several policies as being critical because they require
management to make particularly difficult, subjective and complex judgments about matters that are inherently uncertain, and there is a likelihood that materially different amounts would be reported under different conditions or using different
assumptions.
All of our significant accounting policies are discussed in
Note 3 to our Consolidated and Combined Financial Statements included elsewhere in this prospectus.
Information about assumptions and estimation uncertainties as of
December 31, 2024, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes to our Consolidated and Combined Financial
Statements included elsewhere in this prospectus: Note 7; Note 8; Note 11; Note 12; and Note 13.
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Significant Factors, Assumptions, and
Methodologies Used in Determining Fair Value
The Company has certain assets measured and recognized at fair
value; therefore, we evaluate the significant observable inputs and valuation adjustments annually. If third-party information, such as broker quotes or pricing services, is used to measure fair values, Murano Group evaluates the evidence
obtained from third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should be classified.
When measuring the fair value of an asset or a liability, Murano
Group uses observable market data whenever possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
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•
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Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
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•
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Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e., as prices) or indirectly (i.e., derived from prices).
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•
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Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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If the inputs used to measure the fair value of an asset or a
liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety at the same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.
Long-lived assets
We evaluate the carrying value of our long-lived assets for
impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain triggering events occur. If the expected undiscounted future cash flows are less than the net book value of the
assets, the excess of the net book value over the estimated fair value is charged to earnings. When determining fair value, we use internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current
estimated net sales proceeds from pending offers. Under the discounted cash flow approach we use various assumptions, including projections of revenues based on assumed long-term growth rates, estimated costs, terminal value growth rate and
appropriate pre-tax discount rates based on the weighted-average cost of capital.
As part of the process, we use judgment to:
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determine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based
on our knowledge of the hospitality industry, historical experience, location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our
analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis; and
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determine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted
cash flow analysis requiring judgment is our estimates regarding long-term growth and costs which are based on historical data, various internal estimates, and a variety of external sources and are developed as part of our routine,
long-term planning process; and determine the estimated fair value of the respective long-lived asset when necessary. In determining the fair value of a long-lived asset, we typically use internally developed discounted cash flow models.
The principal factors used in the discounted cash flow analysis requiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average
cost of capital takes into account the relative weights of each component of our capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a
variety of external sources and are developed as part of our routine, long-range planning process.
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Changes in economic and operating conditions impacting these
judgments could result in impairments to our long-lived assets in future periods, which could be material to our results of operation. We had Ps.$20,155.1 million and Ps.$18,520.5 million of long-lived assets as of December 31, 2024 and
December 31, 2023, respectively.
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Going Concern
With respect to the Murano Group Consolidated and Combined
Financial Statements, the independent auditor’s separate report relating thereto contains an explanatory paragraph that states that certain circumstances raise substantial doubt about our ability to continue as a going concern and draws attention
to notes 2c. and 19 of the Murano Group Consolidated and Combined Financial Statements and indicates that management has identified material uncertainties that cast substantial doubt on the ability of the Murano Group to continue as a going
concern. As indicated in note 2c., as of December 31, 2024, the total current liabilities exceed the amount of total current assets, and based upon the Murano Group’s current plans, management believes that financial resources to fund its
operations for the twelve months subsequent to the authorization and issuance of the Murano Group Consolidated and Combined Financial Statements may be insufficient. These events or conditions, along with other matters as set forth in note 19 to
the Murano Group Consolidated and Combined Financial Statements indicate that a material uncertainty exists that cast substantial doubt on our ability to continue as a going concern. Management’s plans regarding these matters are also described
in note 2c. to the Murano Group Consolidated and Combined Financial Statements. Management continues evaluating strategies to obtain the additional funding necessary for future operations and project redesign or completion, to comply with all
covenants as required by the debt instruments to which entities of the Murano Group are parties to, and to be able to discharge the outstanding debt and other liabilities as they become due. Furthermore, the Murano Group has retained specialist
professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s various lenders,
and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action to address the Group’s financial position and mitigate the risk over our ability to continue
as a going concern. The Murano Group has also considered alternative strategies with respect to its hotel operations in Cancun (including changes to the hotel management agreement and operational partners), which could generate additional cash
flows compared to the current commercial arrangements. In assessing these strategies, management has considered the available cash resources, inflows from the hotels that are already in operation, and future financing options that may be
available to the Murano Group such as new or restructured loan agreements and the possible financial support of the major shareholder of the Murano Group. However, the Murano Group may be unable to access further equity or debt financing when
needed.
Our Consolidated and Combined Financial Statements were prepared
assuming we will continue operating on a going concern basis (which contemplates we will be able to meet our obligations as they become due within one year after the date the Murano Group Consolidated and Combined Financial Statements were
issued). Our ability to continue as a going concern is dependent on many factors, including, among other things, improvements in our operating results necessary to comply with our financial covenant requirements, and if necessary, refinancing of
existing debt, amending or modifying our existing or future financial covenants or obtaining waivers in events of breach of covenants.
As of the date of this prospectus, the following outstanding
amounts are due:
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Financing Instrument
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Amounts Due
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MXN
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USD
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2031 Notes
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—
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—
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Insurgentes Loan
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—
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—
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Beach Club Loan
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—
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U.S.$1,842,466
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NAFIN Loan
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—
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—
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Finamo Loan I
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—
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U.S.$1,693,970
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Finamo Loan II
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Ps.$10,572,222
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—
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Finamo Loan III
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Ps.$13,510,129
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—
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Exitus Loan
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—
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U.S.$1,874,810
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Sofoplus Loans
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Ps.$10,000,000
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U.S.$212,267
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Santander Revolving Credit Facility
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—
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—
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Finamo Sale and Lease Back Agreements
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Ps.$73,849,830
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—
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Coppel Lease Agreement
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Ps.$16,872,999
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—
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TOTAL
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Ps.$124,805,180
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U.S.$5,623,513
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See “Recent Developments” and “Risk Factors-Risks Related to
Murano’s Business and Operating in the Hotel Industry-Our total current liabilities exceed the amount of the total current assets, which has placed significant doubt on our ability to continue as a going concern.”
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BUSINESS
References in this section to “we”, “our”,
“us” or “Murano” generally refer to Murano Global Investments PLC.
The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http:// www.sec.gov).
History and Development of the Company
Business Combination
On March 20, 2024, Murano announced the completion of the
previously announced business combination with HCM, pursuant to the amended & restated business combination agreement, dated as of August 2, 2023, by and among Murano, HCM, Murano PV, Elías Sacal Cababie, 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, 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, and New CayCo (the “Original Business Combination Agreement”, as
amended by the First Amendment to the Business Combination Agreement, dated as of December 31, 2023, the “Business Combination Agreement”).
In connection with, and prior to, the Business Combination, on
March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd.” into a public limited company operating under the name “Murano Global Investments PLC”.
Pursuant to the terms of the Business Combination Agreement,
among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of New CayCo ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano (the
“Merger”) and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and controlled from, and resident for tax purposes in, the United Kingdom.
In addition, at the effective time of the Merger, (i) each issued
and outstanding HCM ordinary share, par value $0.0001 per share (the “HCM Ordinary Shares”) was automatically canceled and extinguished, and each holder of HCM Ordinary Shares received merger rights representing a corresponding number of Murano
ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding warrant to purchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into
and represent a right to acquire Murano Ordinary Shares (each, a “Murano Warrant”) and each Murano Warrant (a) has an exercise price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year
anniversary of the closing date of the Business Combination (i.e., March 20, 2029).
As a result of the foregoing transactions, there were 79,242,873
ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.
On March 14, 2024 Murano incorporated the entity Murano Service
Operations Limited in Dublin, Ireland. The purpose of the new entity is to help Murano to optimize the performance of its operating assets by acting as a marketing and business services provider to the Murano Group.
On March 21, 2024, Murano’s ordinary shares and warrants
commenced trading on the Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
Murano Group Reorganization Prior to Business Combination
Prior to and in connection with the Business Combination, the
Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose of, among other aspects, Murano becoming the ultimate parent company of the Murano Group consolidating all the
subsidiaries of the Group as well as being the shareholder of 99.99% of the stock of Murano PV (the “Murano Group Reorganization”).
Pursuant to the Murano Group Reorganization, prior to and in
preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower, entered into a loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii)
Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.
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For more information about the Murano Group Reorganization
transactions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Corporate Information
Our principal corporate offices are located at 25 Berkeley
Square, London W1J 6HN, United Kingdom (+44 20 7404 4140) and at FFCC de Cuernavaca No. 20, 12 Floor, Lomas de Chapultepec, Sección III, Miguel Hidalgo, 11000, Mexico City, Mexico (+52-55-92-67-83-60). Murano Group’s website address is https://www.murano.com.mx/en/.
This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, even if it might be accessible through a hyperlink resulting from this URL, is not and
shall not be deemed to be incorporated into this prospectus and you should not rely on any such information in making your decision whether to purchase our ordinary shares.
The SEC also maintains an internet site that contains reports,
proxy and information statements, and other information regarding issuers that file electronically with the SEC at http www.sec.gov. This URL is intended to be an inactive textual reference only. It is not intended to be an active
hyperlink.
Recent Developments
On January 30, 2025, Murano World signed a loan agreement with
Sofoplus up to US. $6 million with draws of U.S.$871 thousand and $5.1 million on January 31, 2025, and February 13, 2025. This loan has to pay monthly interest at the annual interest rate of 16%, with maturity on February 1, 2028.
On March 7, 2025, Murano World extended the maturity of the
Santander loan in the amount of U.S.$1.5 million from March 7, 2025, to March 7, 2027.
On March 12, 2025, the Issuer Trust and Tecnología en Cuentas por
Cobrar, S.A.P.I. de C.V., as supervisor under the Issuer Trust, used the amounts on deposit in the debt service reserve account of the Issuer Trust to make the payment of the coupon corresponding to such date.
On April 4, 2025, Murano World repaid in full the outstanding
balance of the sale and lease back agreement with Exitus at that date in the amount of $3.3 million.
On April 22, 2025, Operadora GIC I, on behalf of itself and the
Issuer Trust, gave notice of the occurrence of a Rapid Amortization Event (as defined in the Indenture) due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least 1.0:1.0 as of the calculation date falling on
March 31, 2025. Such Rapid Amortization Event (as defined in the Indenture) did not result in the debt being callable under the terms of the 2031 Notes.
On April 30, 2025, the Issuer Trust gave notice to CIBanco, as
trustee of the GIC I Trust, Banco Actinver, S.A., Institución de Banca Múltiple, as onshore collateral agent, and The Bank of New York Mellon, as indenture trustee, that as of the Calculation Date falling on March 31, 2025, the Debt Service
Coverage Ratio was 0.55x.
As of the date of this prospectus, the Company is analyzing the
risk of present and future covenant breaches under the terms of the Nafin Loan agreement, due to non-compliance with: (i) the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025, and (ii) the covenant that requires
the substitution of the collateral with a mortgage over GIC Private Unit 3. The Company has been, and is actively in, discussions with NAFIN to obtain a waiver for these covenants.
As of the date of this prospectus, the Company has retained
specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. Whilst the terms of such a debt restructuring have not yet been agreed with the Company’s various
lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action to address the Group’s financial position and mitigate the risk over our ability to
continue as a going concern. The senior secured note holders of the 2031 Notes have retained a financial advisor to represent them, such discussions have been constructive, and we are working towards a resolution.
The Company has also considered alternative strategies to the
current commercial arrangements with respect to its hotel operations in Cancun (including changes to the hotel management agreement and operational partners).
On June 11, 2025 we executed a Standby Equity Purchase Agreement
with YA II PN, LTD, a Cayman Islands exempt limited company, as investor (“Yorkville”), pursuant to which the Company, at its own
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discretion, shall have the right, but not the obligation, to issue and sell to
Yorkville, up to U.S.$500,000,000 of ordinary shares (“Standby Equity Purchase Agreement”). From time to time, and at our sole discretion, we may present Yorkville with notices to purchase our ordinary shares. Pursuant to the terms of the SEPA,
any ordinary shares sold and issued to Yorkville will be sold at a purchase price equal to 96% of the market price, which is defined as the lowest daily VWAP of the ordinary shares during the three consecutive trading days commencing on the
trading day of our delivery of a notice to Yorkville. We may also specify a certain minimum acceptable price per share in each Advance.
As consideration for Yorkville’s irrevocable commitment to
purchase ordinary shares at our election and in our discretion from time to time after the date of the SEPA and prior to the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in the SEPA, we
have issued the Commitment Shares to Yorkville. As of the date of this prospectus, we have not issued any ordinary shares to Yorkville other than the Commitment Shares.
Any sale and issuance of ordinary shares to Yorkville pursuant to
the SEPA is subject to certain limitations, including that Yorkville is not permitted to purchase any ordinary shares that would result in it owning more than 4.99% of the Company’s then outstanding voting power or ordinary shares at any one time
(the “Ownership Limitation”).
The Company is not obligated to utilize any of the Commitment
Amount available under the SEPA and there are no minimum commitments or minimum use penalties. The total amount of funds that ultimately can be raised under the SEPA over the three-year term will depend on the market price for the ordinary shares
and the number of ordinary shares actually sold and issued. The SEPA does not impose any restrictions on the Company’s operating activities.
Yorkville’s obligation to purchase ordinary shares pursuant to
the SEPA is subject to a number of conditions, including that this prospectus be filed with and declared effective by the SEC registering the Commitment Fee Shares and the Advance Shares to be issued and sold pursuant to an Advance under the
Securities Act.
The SEPA contains customary representations, warranties and
covenants, conditions to closing, indemnification obligations and termination provisions. The representations, warranties and covenants contained in the SEPA were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to the SEPA, and may be subject to limitations agreed upon by the contracting parties.
As of the date of this prospectus the Group did not make interest
or lease payments, as applicable, under the instruments described in notes 10 (7), (8), (9), (12) (14) and (15) to the Murano Group Consolidated and Combined Financial Statements, from January to May 2025 and is seeking a waiver to deliver
audited financial information required for the loan described in note 10 (8) in the short term. Management is reviewing potential defaults and expects to proactively engage in constructive discussions with applicable creditors, none of which has
taken or threatened any action as of the date hereof. See Note 2c of the Murano Group Consolidated and Combined Financial Statements.
Standby Equity Purchase Agreement with Yorkville
On June 11, 2025, we entered into the SEPA with Yorkville.
Pursuant to the SEPA, and subject to customary conditions, we
have the right, but not the obligation, to sell and issue to Yorkville from time to time (each such occurrence, an “Advance”) during the three-year period following the execution date of the SEPA, such amount of ordinary shares for an aggregate
purchase price of up to U.S.$500,000,000 in accordance with the terms of the SEPA (the “Commitment Amount”). Pursuant to the terms of the SEPA, any ordinary shares sold and issued to Yorkville will be sold at a purchase price equal to 96% of the
market price, which is defined as the lowest daily VWAP (as hereinafter defined) of the ordinary shares during the three consecutive trading days commencing on the trading day of our delivery of an Advance notice to Yorkville. We may also specify
a certain minimum acceptable price per share in each Advance. “VWAP” means for any trading day, the daily volume weighted average price of the ordinary shares for such trading day on Nasdaq.
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As consideration for Yorkville’s irrevocable commitment to
purchase ordinary shares at our election and in our discretion from time to time after the date of the SEPA and prior to the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in the SEPA, we
have issued the Commitment Shares to Yorkville. As of the date of this prospectus, we have not issued any ordinary shares to Yorkville other than the Commitment Shares.
Any sale and issuance of ordinary shares to Yorkville pursuant to
the SEPA is subject to certain limitations, including that Yorkville is not permitted to purchase any ordinary shares that would result in it owning more than 4.99% of the Company’s then outstanding voting power or ordinary shares (the “Ownership
Limitation”).
The Company is not obligated to utilize any of the Commitment
Amount available under the SEPA and there are no minimum commitments or minimum use penalties. The total amount of funds that ultimately can be raised under the SEPA over the three-year term will depend on the market price for the ordinary shares
and the number of ordinary shares actually sold and issued. The SEPA does not impose any restrictions on the Company’s operating activities.
Yorkville’s obligation to purchase ordinary shares pursuant to
the SEPA is subject to a number of conditions, including that this prospectus be filed with and declared effective by the SEC registering the Commitment Fee Shares and the Advance Shares to be issued and sold pursuant to an Advance under the
Securities Act.
The SEPA contains customary representations, warranties and
covenants, conditions to closing, indemnification obligations and termination provisions. The representations, warranties and covenants contained in the SEPA were made only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to the SEPA, and may be subject to limitations agreed upon by the contracting parties.
Business Overview
On March 20, 2024, Murano completed the Business Combination
described in more detail under “Corporate History and Structure.” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,”
respectively.
We are an international development corporate group with
extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a vision to create competitive and leading investment vehicles for the acquisition, consolidation,
operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism real estate projects, among others. We
have a national footprint and international outreach aimed at institutional real estate investors.
We were formed primarily to develop and manage a portfolio of
hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) Projects Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Operational Hotels
Our current portfolio of operational hotels (the “Operational
Hotels”) consists of:
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Andaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes
421 Hotel Complex in Mexico City. Completed in 2022 and has been operational since the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium,
breakout rooms, a business center, a pet friendly area and restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.
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Mondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the
Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including a “Terraza” bar and a “Flower Shop” coffee shop.
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Vivid Hotel: the Hyatt Vivid Grand Island operated by Hyatt is part of the GIC I Hotel in
the GIC Complex in Cancun. Recently completed and operational since April 2024, the Vivid Hotel is an
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adult-only brand all-inclusive hotel categorized as five-star upper scale with 400
rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for events.
The Grand Island Beach Club is part of the GIC Complex in Cancun
and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to future hotels located in the GIC Complex.
Projects Under Completion
The Murano Group is also developing a leisure and residential
complex in the GIC Complex, which is expected to include approximately 1,016 hotel rooms and 1,254 condominiums, including a convention center (under the World Trade Center brand), a water park and a beach club (the “Projects Under Completion”).
In light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors have revised the Group’s strategic development pipeline to prioritize the future development and commercialization of
condominiums (residential units), as opposed to additional hotels, which we believe better serves the interests of the Company’s shareholders.
The GIC Complex is being developed in two phases. Phase one,
which is nearing completion, was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, already operational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms, to be operated under the “Dreams” brand, a
family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow the Group, in coordination with the hotel operator, to apply insights from the operation of the Vivid Hotel and to complete certain
improvements. These include enhancements required to meet the hotel operator’s global building standards and updates to the common areas, including expanded meeting and event spaces.
The Group is currently conducting a strategic review of the GIC I
Hotel. While the existing plan continues to contemplate the full buildout of 1,016 hotel rooms, the Company is evaluating whether to proceed with this plan or pursue alternative development options, including the potential replacement of the
Dreams Hotel component with additional residential units. As part of this review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative
services agreement with the hotel operator.
Projects to be Developed
We currently own the following projects that we plan to develop
(the “Projects to be Developed”):
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GIC Phase II: part of the new strategic pipeline, phase two is planned to consist is
planned to consist of a total of approximately 1,254 condominiums, divided into four condominium towers with partial views of the ocean, lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis
court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The Group’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the
development of the first 466 condominiums to cost approximately U.S.$87.2 million.
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Baja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per
year. The Group is in early-stage discussions regarding financing terms with a national bank and has signed a memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost
approximately U.S.$136 million.
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Baja Marina: Development of a marina consisting on approximately 15,000 linear ft slip
spaces. We expect the development of the Baja Marina to cost approximately U.S.$32 million.
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Baja Retail Village: Development of Baja Retail Village with a leasable area of
approximately 45,000 sqm. We expect the development of the Retail Village to cost approximately U.S.$55 million.
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Resort Property in Baja Development Project: this resort is expected to have two five-star
upper-upscale resorts, one with 371 keys and a second one with 400 keys. Based on preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet
begun the process of trying to secure financing for the development of this project. Therefore, we do not know when and if we will be able to begin construction of this project.
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Baja Park Development Project: this industrial park project in Ensenada, will consist of
363,262 sqm of leasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin
construction of this project. We expect the development of the Baja Park to cost approximately U.S.$122 million.
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The Group is exploring strategic alternatives to complete phase
one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with Hyatt Inclusive Collection, with respect to the GIC I Hotel regarding potential changes to the current
operations and administration services agreement).
The GIC Phase II, the Resort Property in Baja Development
Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we plan to develop subject to planning and environmental approvals as well as Murano Group being able to secure
financing on acceptable terms.
Our portfolio is expected to be comprised of all-inclusive
resorts and residential condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii) convenient air access from a number of North American and other international gateway markets; (iii) strategic
locations in popular vacation destinations in Mexico with strong government commitments to tourism; (iv) high quality physical condition; and (v) capacity for further growth through incremental renovation or repositioning opportunities. We
believe that the resorts of our portfolio will have a competitive advantage due to their location, amenities offering, large-scale and guest-friendly design.
Management of the Hotels
We have entered into long-term hotel management agreements with
(i) Hyatt, under the Andaz brand, to operate the Andaz Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), (ii) Accor, under the Mondrian brand, to operate the Mondrian Hotel (part of the Insurgentes 421 Hotel Complex in Mexico
City), and (iii) Hyatt, through Hyatt Inclusive Collection, to operate the Vivid Hotel and the Dreams Hotel (part of the GIC I Hotel in Cancun).
The Group is exploring strategic alternatives to complete phase
one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with Hyatt Inclusive Collection, with respect to the GIC I Hotel regarding potential changes to the current
operations and administration services agreement).
We believe these to be world-renowned hotel management companies
recognized for their high-quality service, sophisticated and innovative loyalty programs, vacation clubs, modern reservation systems and global distribution channels.
Market Opportunity
We believe there is an extraordinary market opportunity for our
hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural center and business hub representing approximately 14.8% of the country’s GDP. While there are multiple hotel
developments that compete with us in terms of quality and geographic location within the city, most of these will be opening after 2025 and are of a smaller scale.
Cancun is the top destination in the Caribbean with more than two
times the number of passenger arrivals as Puerto Rico, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years will be near the historical levels seen before the COVID-19 pandemic. In the last several years,
the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms, creating an opportunity in the hospitality industry.
Competitive Strengths
We believe the following are our key competitive strengths:
Luxury Hotel Assets with Naturally Hedged
Revenues at Strategic International Destinations
We own five-star upper-scale hotels, consisting of: (i) the Andaz
Hotel and the Mondrian Hotel, currently operational, in the Insurgentes 421 Hotel Complex in Mexico City, and (ii) the GIC I Hotel in Cancun, consisting
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of the Vivid Hotel, currently operational, and the Dreams Hotel (Project Under
Completion). We believe the hotels and resort properties therein represent a competitive advantage due to their privileged locations in areas with dynamic demand characteristics and high barriers to entry, strong brand affiliations, superior
amenities offerings, and their large-scale and cutting-edge architectural design. The properties’ prime real estate and strategic locations are expected to generate significant tourist interest and business activity and strong demand for superior
lodging.
The Insurgentes 421 Hotel Complex is located in the Condesa
neighborhood, one of the trendiest and most popular districts in Mexico City, Mexico’s most important business and cultural center. Surrounded by tourist attractions, landmarks, parks and a vibrant restaurant scene, Condesa is located within
walking distance of Paseo de la Reforma, close to the city’s historic center and main financial district, and only 12 kilometers from Mexico City’s international airport, the country’s largest in terms of passenger traffic. GIC I Hotel
all-inclusive luxury resort is located in the area between Delfines Beach and the Nichupté Lagoon in Cancun, Mexico’s leading tourist destination, next to the Iberostar Golf Club in the north of Punta Nizuc, the archeological zone of San
Miguelito, and only 14 kilometers away from Cancun’s international airport, the country’s second largest in terms of passenger traffic.
The strategic locations attract substantial international demand
from leisure and business visitors, including guests from the United States and Canada. Accordingly, we expect that a substantial portion of our revenues will be denominated in or linked to the U.S. dollar, while most of our operating expenses
will be in pesos, providing us with a natural hedge for our U.S. dollar-denominated debt. It is market practice to quote and charge daily rates for luxury hotels in U.S. dollars in both Mexico City and Cancun.
In addition, we expect the hotels to feature state-of-the-art
technology and amenities, including restaurants, bars, conference centers, ballrooms, pools, spas, gyms and, in the case of the GIC Complex, GIC Water Park and the largest convention center in the region operated under the name of the WTCA. We
have designed and believe our properties are positioned to be the preferred destination for leisure, business and group travelers.
Attractive Industry Fundamentals in the
Mexican Leisure and Business Travel Sectors
Mexico is a preferred tourist destination with a consistently
high level of annual visitors. During 2020, largely due to the impact of the COVID-19 pandemic, Mexico ranked second among the world’s most visited countries and first in the Americas. Prior to 2020, Mexico ranked seventh among the world’s most
visited countries. Mexico’s tourism industry has shown strong and sustained fundamentals through the years. Its rich cultural and natural offering is supported by a superior tourism-related infrastructure and high connectivity with key gateway
markets in the United States and Canada through well-connected airports. The country’s tourism industry has proven to be resilient even throughout the COVID-19 pandemic, which had a material adverse impact on the tourism industry globally. Mexico
suffered the lowest decline in tourism out of the top 10 travel destinations in the world.
The destinations where our properties are located experienced
significant growth in international tourism prior to the COVID-19 pandemic, with relatively high occupancy rates in Cancun and Mexico City. Cancun has been consistently ranked as the most popular tourist destination in the Caribbean, based on
World Bank data, and one of the most visited cities in the world. It also receives a large share of visitors from the United States and Canada.
Mexico City, the country’s capital, is also a popular tourist
destination, with three UNESCO World Heritage Sites containing five historic buildings dating back to the 16th century. Mexico City is known as a popular tourist destination and a technology hub characterized by a thriving modern business
environment. Mexico City’s booming business scene likely results from its unique ability to offer opportunities to combine business and culture at a reasonable cost. The city is an important financial center and global economic hub and is often
described as the cultural Mecca of Latin America.
As global travel and tourism continue to increase post the
COVID-19 pandemic, we expect a strong and sustainable recovery in the lodging industry in Mexico. We believe that our properties are exceptionally well-located to allow them to benefit from long-term positive trends in the tourism markets of
Cancun and Mexico City.
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Long-term Strategic Partnerships with World
Class Designers, Construction Companies, and Hotel Operators with Global Premium Hospitality Brands
We benefit from the experience and expertise of our
internationally recognized design, construction, engineering, and project management partners. The GIC Complex has been designed by HOK-the largest U.S.-based design, architecture, engineering and urban planning firm-and GIC Complex’s
landscaping, outdoor amenities and aquatic parks have been designed by EDSA, a renowned U.S.-based planning, landscape architecture and design firm. The supervision of the construction and engineering process is managed by Ideurban, a leading
construction management firm with over 70 years of experience managing the construction of emblematic hotels in Mexico, including the St. Regis Ciudad de Mexico, St. Regis Punta Mita and Westin Brisas Ixtapa. We believe the skills and
capabilities of these partners and their substantial experience successfully designing, constructing, and managing premier quality hotels and resorts enhances the value of our properties.
Hyatt is the largest operator of luxury hotels in Mexico and the
Caribbean, and of luxury all-inclusive resorts in the world. As of December 31, 2024, Hyatt had 71 hotels in Mexico, 53.5 million Loyalty program members, and presence in over 76 countries across the globe. Accor is a leading hotel management
service provider with more than 851,000 rooms across 110+ countries and more than 110 hotels in the pipeline for LatAm.
Hyatt and Accor are industry-leading hotel operators with
world-renowned premium hotel brands and by partnering with them we expect to maximize the cost structure and performance of our properties by leveraging their superior customer-oriented approach, marketing capabilities and profound experience as
hotel operators. More specifically, their sophisticated loyalty and vacation club programs, modern and robust reservation systems, global distribution channels, marketing infrastructure, effective product segmentation and strong customer
awareness will position our properties among the top hotels and resorts in Mexico City and Cancun.
Insurgentes 421 Hotel Complex
The Andaz Hotel is operated by Hyatt under the Andaz brand (owned
by Hyatt), who has a strong combination of global loyalty programs and local know-how in the location. Additionally, the Mondrian Hotel is operated by Accor under the Mondrian brand (owned by Accor) as its first luxury hotel property in Mexico
City, making the location its flagship hotel in Latin America. As such, we believe Accor will have strong incentives to provide high-quality management. Though the Andaz Hotel and the Mondrian Hotel are separate hotels and operators, both brands
coexist within the same building, allowing for operating efficiencies, a wider product offering and capturing a larger target market.
In addition, to maximize our partnership with Hyatt and Accor we
have structured long-term hotel management agreements. Accor’s agreement for the Mondrian Hotel includes a fee arrangement tied to occupancy and performance targets consistent with the quality of the property, based on a minimum amount of
adjusted gross operating profit. As part of that agreement, Accor will be entitled to a base fee of 2.0% of gross revenue the first year, as well as fees related to food & beverage (up to 2% of gross revenue per annum); in addition, Accor
will be paid an incentive fee of 15% over the special adjusted gross operating profit (meaning the gross operating profit, less the following: (i) base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution;
and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by OHI421 Premium in connection with the development, construction, initial furnishing and initial equipment of the
Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel)).
In respect of the Andaz Hotel, Hyatt will be entitled to a base
fee as follows: (a) (i) 1.6% of gross revenue in the first fiscal year, (ii) 2.1% of gross revenue in the second fiscal year, and (iii) 2.6% of gross revenue in the third and subsequent fiscal years; and (b) a royalty fee of 0.4% of gross revenue
per annum. In addition, Hyatt is entitled to an incentive fee payment if the gross operating profit margin exceeds 20.01%. The incentive fee will be based on a percentage of annual gross profits, with multiple step-ups capped at 10% when gross
operating profit margin exceeds 40%.
GIC Complex
The GIC I Hotel is operated by Hyatt, through Hyatt Inclusive
Collection, under the Dreams (family oriented) and Vivid (adults only) brands. As the leading luxury all-inclusive resort operator in Mexico, Hyatt is also a top U.S. seller of all-inclusive vacation packages. Via its Apple Leisure Group
subsidiary driven by loyalty
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and growth of the customer base, Hyatt offers the end-to-end solutions: (i)
Inclusive Collection, the world’s largest portfolio of luxury all-inclusive resorts, (ii) ALG Vacations, a booking platform that provides all-inclusive vacation experiences including flights, transport, excursions, and resort packages, and (iii)
Unlimited Vacation Club, a membership program providing exclusive offers at all of their all-inclusive luxury resort properties.
Regarding the GIC I Hotel and GIC II Hotel, Hyatt will be
entitled to 3% of annual gross revenue and an incentive fee equal to 10% of annual gross profit. The intention of Murano is to terminate the GIC II Hotel Management Agreement.
Committed Sponsor and Experienced Management
Team with a Solid Track Record
The Murano Group is an experienced real estate developer
dedicated to acquiring, developing, and owning high-end residential properties, luxury hotels, and industrial real estate in Mexico. Murano Group’s current portfolio of city and beach properties spans the country’s most popular and desirable
cities. Since its formation in 1999, Murano Group has sold 2,174 condominiums, and has developed, or is in the process of developing, multiple resorts and hotels. It has also invested over U.S.$64.6 million in its landbank and constructed over
465,555 sqm, investing U.S.$435.7 million in aggregate.
Green Certified Hotels with a Long-Term
Commitment to Sustainability
The Andaz Hotel and the Mondrian Hotel have received the EDGE
Green Building Certification. Excellence in Design for Greater Efficiencies (“EDGE”) is a green building standard and certification system developed by the International Finance Corporation and applicable in 140 countries. The areas of assessment
on the environmental performance of the buildings include: (i) climate conditions of the location, (ii) building type and output use, (iii) design and specifications and (iv) calculation of end-use demand, which considers overall energy demand,
heating, ventilation and air condition, water demand and estimations on rainwater harvesting or recycled waters on-site. To achieve an EDGE certification, a building must demonstrate a minimum of 20% reduction in operational energy consumption,
water use, and embodied energy in materials as compared to typical local practice.
Investment Grade Property Insurance
Providers
The properties are covered by top investment grade insurance
providers. The GIC I Hotel is covered by Seguros Banorte, S.A. de C.V. and the Andaz and Mondrian Hotels in Mexico City are covered by Compañía de Seguros Generales Everest México, S.A. de C.V. The insurance policies are designed to uphold high
standards of coverage, including: (i) full building replacement cost, (ii) building, improvements and adaptations, contents and consequential losses, and (iii) covered risks including earthquake, hydro-meteorological and fire.
Business and Growth Strategies
Maximize Profitability through Active Asset
Management
We intend to continually improve the operating performance and
profitability of our portfolio. To do so, together with the hotel operators, we will seek to identify revenue-enhancement opportunities and drive cost efficiencies to maximize the operating performance, cash flow, and value of each property. As
active owners, we provide direction and oversight to the hotel operators and continuously evaluate their plans and strategies, including those to be implemented to optimize the performance of each property. To that end, we will regularly conduct
sales, marketing, and financial performance reviews designed to identify strengths and weaknesses that can be addressed to enhance property performance and conduct periodic on-site meetings with property and regional personnel and in-depth
operational reviews focused on identifying new and ongoing margin improvement initiatives.
Maintain a Stable and Efficient Capital
Structure
We are committed to maintaining a capital structure in line with
our cash flow generation while providing attractive returns for our shareholders. We seek to tailor our debt portfolio to ensure a reasonable cost of capital, and to match the long-term nature of our asset base. We are also focused on maintaining
appropriate levels of liquidity.
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Leverage Our Partnerships with Leading
Industry Hotel Operators to Drive Occupancy, ADR and RevPAR Growth
We leverage our partnerships with Hyatt and Accor and utilize
their world-renowned brands, depth of experience, unique understanding of resort operations, track record in our specific markets, robust reservation and marketing infrastructure and networks, effective product segmentation, vacation club
services, loyalty programs, and strong customer awareness. We believe these experienced operators will deliver a distinctive lodging experience to our hotel guests, and their operational expertise will drive occupancy, ADR and RevPAR growth at
our properties. We also believe their substantial experience and expertise in our markets will mitigate the hotel integration and utilization risk that may otherwise exist with new entrants in the competitive Mexico City and Cancun markets.
Diversify our Revenue Mix
We expect to capitalize on the state-of-the-art amenities at the
hotels, as well as their strategic locations, to diversify our revenue mix. We expect the superior amenities at our properties, including restaurants, bars, spas, and facilities for large conferences, banquets, and weddings, will provide an
additional source of operating cash flows and reduce overall sensitivity to seasonal changes in demand for lodging among leisure and business travelers. We also believe that the operation of the properties of the hotels under different brands
that target different demographics and customer preferences will further diversify our sources of revenue.
Integrated ESG Strategy, Environmental
Certifications and Green Bond Framework
We expect to implement an integrated environmental and corporate
governance (“ESG”) strategy. We recognize that developing real estate assets is a high-impact industry with respect to environmental, social and governance factors. Consequently, we have adopted a construction model that includes sound
environmental features in our buildings by controlling our construction process, focusing on the environmental performance of our properties, and emphasizing energy efficiency.
Our strategy relies on innovation and sustainability as the
fundamental pillars to develop our projects, which will drive us to generate value while designing and operating highly efficient and sustainable hotels. We will implement projects that engage sustainable construction, champion social priorities
related to construction, and serve as a model for ethical governance in the real estate and hospitality sector. In order to have a clear and constant assessment of the implementation of these practices, we will use commercially reasonable efforts
to have all our properties certified by EDGE.
Furthermore, we prioritize social, environmental, and
biodiversity issues in all the locations in which we operate. Our corporate social responsibility activities have the ultimate goal of positively impacting one or more of the 17 United Nations’ Sustainable Development Goals, with a focus on those
sustainable development goals for which it has a greater responsibility, such as creating more sustainable cities, promoting innovation in industrial sectors and fighting climate change, in the context of the environment in which we operate and
the nature of our business as a real estate developer.
Develop and Maintain Dialogue with all
Stakeholders in the Community and Protect the Environment
We intend to continue to work proactively to identify, evaluate,
and work to control all safety risks and prevent any negative impact on our Group’s employees and contractors, as well as the communities and the environment in the vicinity of our existing assets. We intend to continue to follow strict policies
for environmental protection in our operations aligned with applicable laws and regulations and international sustainable business practices. We intend to develop trustworthy relationships based on transparency and mutual benefit with our
communities, workers, subcontractors, suppliers, guests, and all of our relevant stakeholders.
Description of the Properties
See “Business. Property, Plant
and Equipment” below for descriptions of our properties and the construction methods, material agreements and project agreements related to our properties.
See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” for descriptions of the existing indebtedness related to our properties.
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Insurance
Murano Group’s resorts carry what Murano Group believes are
appropriate levels of insurance coverage for a business operating in the lodging real estate industry in Mexico. This insurance includes coverage for general liability, property, workers’ compensation and other risks with respect to Murano
Group’s business and business interruption coverage.
This general liability insurance provides coverage for claims
resulting from Murano Group’s operations, goods and services, and vehicles. Murano Group believes these insurance policies are adequate for foreseeable losses, and on terms and conditions that are reasonable and customary with solvent insurance
carriers.
Competition
Our hotels will compete with other hotels for guests in each of
their markets on the basis of several factors, including, among others, location, quality of accommodations, convenience, brand affiliation, room rates, service levels and amenities, and level of customer service. Competition is often specific to
the individual markets in which our hotels are located and includes competition from existing and new hotels operated under premium brands in the segments in which we operate. We believe that hotels such as the hotels in our portfolio, that are
affiliated with leading national and international brands, such as the brands of Hyatt and Accor, enjoy the competitive advantages associated with operating under such brands. Increased competition could harm our occupancy and revenues and may
require us to provide additional amenities or make capital improvements that we otherwise would not have to, which may materially and adversely affect our operating results and liquidity.
The existing and upcoming luxury hotel offerings are aligned with
the vibrant pulse of the city, providing a deep connection to the local culture and unique experiences. Andaz Condesa and Mondrian Condesa embody this vision, delivering high-end hospitality with a focus on contemporary design and cultural
integration. In the coming years, these hotels are expected to continue benefiting from the dynamic luxury market in the area, with potential increases in rates as competition and demand for authentic and sophisticated experiences continue to
grow.
Cancun is the top destination in the Caribbean with more
passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years will maintain its levels achieved in 2024, which have surpassed those seen before the COVID-19 pandemic by
approximately 14%. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms, creating an opportunity in the hospitality industry. Available hotel rooms in
Cancun, per the most recent available data for June 2023 shows 35,250 available hotel rooms, compared to 35,115 available hotel rooms in 2019, prior to the COVID-19 pandemic. By 2023, passenger arrivals in Cancun had already surpassed 2019´s
figures.
Seasonality
The seasonality of the lodging industry and the location of
Murano’s resorts in Mexico and the Caribbean generally result in the greatest demand between mid-December and April of each year, yielding higher occupancy levels and package rates during this period. This seasonality in demand has resulted in
predictable fluctuations in revenue, results of operations and liquidity, which are consistently higher during the first quarter of each year than in successive quarters.
Marketing
The commercial strategy for Hyatt Vivid Grand Island emphasizes
targeted promotions across key markets, including the USA, Canada, Asia, Latin America, and Europe, supported by major campaigns like “Savor the Sunshine” and partnerships with OTAs and tour operators. The hotel focuses on growing segments such
as weddings, golf, and MICE, while leveraging direct channels and loyalty programs like World of Hyatt. Customized offers for niche markets and exclusive UVC promotions further enhance demand generation and brand positioning throughout the year.
The commercial strategy for Mondrian Mexico City Condesa
prioritized maximizing the average daily rate and departmental profits through dynamic pricing and cost control, while securing corporate and incentive group business despite space limitations. Direct booking campaigns such as “Book Direct &
Save” and “Suite
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Savings” drove growth in the average daily rate, complemented by aggressive
pricing strategies through online travel agencies and wholesale channels to build occupancy. Marketing efforts boosted visibility and conversions through digital channels, social media, and targeted email campaigns.
The commercial strategy for Andaz prioritized revenue growth in
the transient and group segments through loyalty promotions, negotiated corporate rates, and strong wholesaler partnerships, while mitigating shortfalls in banquets. Key accounts and online travel agencies drove demand, supported by proactive
sales blitzes and digital marketing campaigns. Expense control and dynamic pricing further enhanced profitability despite challenges in the group and events business.
Cyclicality
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 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 Murano’s business, financial
condition, liquidity and results of operations. Further, many of the costs of running a resort are fixed rather than variable. As a result, in an environment of declining revenues, the rate of decline in earnings is likely to be higher than the
rate of decline in revenues.
Intellectual Property
Murano and its affiliates own rights to trademarks, trade names,
and service marks that they use in connection with the operation of their business, including their corresponding names, logos, and website names and addresses. Other trademarks, trade names, and service marks, including those of Mondrian, Hyatt
Hotels Corporation and Hyatt. Murano and its affiliates have rights to copyrights that protect certain content related to their business and products. In the highly competitive lodging real estate industry in which Murano and its Affiliates
operate, trademarks, service marks, trade names and logos are very important to the success of their businesses.
Environmental Matters
Murano Group is subject to Mexican laws that address a wide
variety of issues, including those that impose liability for contamination at Murano Group’s resorts, and those regulating the use and disposal of hazardous regulated substances and wastes. Murano Group may incur costs to comply with
environmental laws and regulations, and could be subject to fines and penalties for non-compliance with applicable laws.
Our operations are subject to laws, regulations, rules and
standards, including those related to ecological ordinance, environmental impact and risk assessments, municipal and/or forest land use changes, air pollution, flora and fauna conservation, efficient or rational use of natural resources, health
and safety matters, and to oversight by various federal, state and/or local environmental authorities in each of the places in Mexico in which we operate. See “Risk Factors-Risks Related to Murano’s Business and
Operating in the Hotel Industry-Our properties and operations are subject to extensive environmental, health and safety laws and regulations.”
These laws and regulations require that we obtain and maintain
(as applicable) several permits in connection with the site preparation, construction and operation of our businesses, which can sometimes be conditioned to the fulfillment of affirmative covenants so that they become in full force and effect and
we can initiate construction. We believe we are in material compliance with obligations applicable to our projects established in environmental laws and regulations.
Relevant environmental authorities
Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) is the federal environmental regulator with authority to formulate and implement environmental policies as well as to grant environmental permits that fall
under their jurisdiction, including environmental impact authorizations to
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engage in certain activities such as real estate developments (housing,
hospitality, etc.) in coastal environments, forest land use change approval, the registration as a hazardous waste generator and the approval of plans for remedial action in contaminated sites.
The Attorney General’s Office for the Protection of the
Environment (Procuraduría Federal de Protección al Ambiente) functions as SEMARNAT’s enforcement arm with authority to undertake inspection visits, impose sanctions for breaches to federal environmental
laws and regulations, halt a non-complying development or bring legal actions in court seeking remediation or compensation for environmental damages. Mexican environmental legislation follows the “polluter pays” principle.
Each state and local authority has equivalent Secretariats,
Ministries or Departments to those at the federal level mentioned above.
Environmental legal framework
Federal Congress has been granted powers to enact laws
establishing concurrent authority among the Federal, state, municipal governments as well as those of the administrative areas (demarcaciones territoriales) of Mexico City in matters related to the
protection of the environment, the preservation and restoration of ecological equilibrium. The General Law of Ecological Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la
Protección al Ambiente), or LGEEPA, is the foundational statute of the Mexican environmental regulatory framework. Through this law, the Federal Congress has distributed powers and functions among all three levels of government and has
established overarching policies and instruments to regulate environmental matters, including permits. Development regulations to legal provisions in the LGEEPA are encompassed in a number of Regulations to the LGEEPA on matters of air emissions,
environmental impact evaluation, environmental noise and voluntary environmental audits that can lead to certifications.
Other relevant environmental laws which may apply to our business
are:
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The General Law on Sustainable Forest Development.
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The General Law for the Prevention and the Integral Management of Waste.
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National Waters Law.
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The environmental legal framework in Mexico is supplemented by
many international conventions, treaties and agreements on environmental protection. These international instruments, upon ratification by the senate, become a part of Mexican law.
Technical standards establishing binding specifications,
standards, values, and characteristics applicable to any product, process, service, or activity supplement the environmental legal framework. These standards colloquially called NOMs dictate maximum allowable pollutant limits and list hazardous
waste, substances, endangered species, etc.
In addition, the Mexican state congresses may issue specific
environmental laws and regulations on those matters falling under their respective jurisdictions which are not expressly reserved for the federal jurisdiction. Local ordinances may also be imposed and applied at a municipal level.
Core project approvals for site preparation, construction or
refurbishing, and operation of our Mexico City and Cancun hotels in matters of environmental impact, forest land use change, and air emissions have been or are in the process of being secured. For example, certain of our affiliates are in the
process of obtaining new or extensions to environmental-related permits applicable to its properties and or for the operation thereof, including the Comprehensive Environmental License for Mexico City (Licencia
Ambiental Única para la Ciudad de México) for the hotel operating in Mexico City and the Environmental Operational License for fixed sources of emissions by the Ministry of Ecology and Environment of the state of Quintana Roo. We do not
currently anticipate material obstacles in the obtaining of these or other permits that will be required for future stages of our projects.
We endeavor to ensure that all of our business operations and
projects are in material compliance at all times with the applicable environmental laws, regulations and governmental directives, and with our own environmental covenants. We believe that we are taking appropriate measures to ensure compliance,
nonetheless, due to the complex nature of the environmental legal framework applicable to our operations, and that we are subject to oversight by several Federal, state and local environmental authorities, it is possible that we may from
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time to time discover that we have failed to obtain, renew or fulfill our
obligations under any material permit required for the operation of our projects, requiring us to take action as soon as practical. We are currently working on a specific review of some of our environmental permits to determine whether
affirmative actions are required to correct deviations and inconsistencies detected between our federal environmental impact authorization for our hotels in Cancun and municipal permitting for construction.
Regulatory Overview
General
Our hotels are subject to various Mexican federal, state and
local laws, ordinances and regulations, including regulations relating to zoning, fire and safety requirements, among others. We believe that each of our hotels has the necessary permits and approvals to operate its business. See “Risk Factors-Risks Related to Murano’s Business and Operating in the Hotel Industry-Our properties and operations are subject to extensive environmental, health and safety laws and regulations.”
In Mexico, each of our hotels is granted a business license by
both the state and the municipality to operate locally. We must also register each of our hotels and the rates charged by each of them with the Mexican National Tourism Registry (Registro Nacional de Turismo),
together with any related services such as restaurants and bars provided by such hotel. State and municipal laws in Mexico also regulate fire safety. Additionally, each of our hotels is required to have sanitation licenses and hotel construction
projects are required to have a construction license and must comply with several zoning and land-use regulations. We believe that we are in material compliance with all applicable sanitation and construction licenses in Mexico, and zoning and
land-use regulations applicable to our operations.
In addition, our operations are subject to consumer protection
regulations such as the Federal Law of Consumer Protection (Ley Federal de Protección al Consumidor) and other regulations issued by the Mexican Consumer Protection Agency (Procuraduría Federal del Consumidor).
Approvals from state and municipal regulatory entities are
necessary at almost every stage of construction of a hotel. Generally, development requires, among other approvals: (i) approval of preliminary development, which includes authorization of the design and the use of the land, as well as
preliminary agreements with Comisión Federal de Electricidad (the Mexican government-owned electricity company), water organisms at state or municipal levels for water, wastewater collection, treatment and disposal in order to provide the
development with energy, water and connection to the sewage system, respectively; (ii) approval of the subdivision of land, as applicable; and (iii) a construction license.
Finally, in addition to the regulations described above, each of
our hotels is subject to extensive federal, state and municipal regulations and on a periodic basis, we must obtain various licenses and permits, including, but not limited to, those relating to the operation of restaurants, swimming pools,
fitness club facilities, parking garages, the sale of alcoholic beverages, advertisement and occupational health and safety.
We believe that the Insurgentes 421 Hotel Complex and GIC Complex
(up to its current development stage) are in material compliance with applicable laws and regulations and has obtained all applicable licenses and permits and that our business will be conducted in substantial compliance with applicable laws.
Expropriation and Dispossession
In Mexico, the government has the authority to expropriate
properties or assets if there are justified public interest or national security reasons. Under Mexican applicable law including, among others, the Mexican Constitution and Expropriation Law (Ley de Expropiación),
the government is required to indemnify the owner of the property subject to expropriation. If there is disagreement in connection with the indemnification amount, the determination of such amount may be submitted to a judicial authority. There
are no specific rules with respect to the indemnification amount we would receive in the event of expropriation, in the understanding that such indemnification must be paid between the following 45 business days to the publication of the
expropriation decree. In addition, under the Mexican Constitution and Mexican applicable law, we may be dispossessed of the properties by the Mexican government if tenants engage in certain criminal activities within the properties. As of
June 30, 2021, none of the properties were subject to an expropriation or dispossession proceeding.
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Overview of Mexico and the Mexican Lodging Industry
Macroeconomic Overview
During 2024, the Mexican economy continued to expand despite
continued uncertainty regarding global economic conditions, prevailing inflationary pressures, high interest rates and adverse economic effects from global conflicts. Mexico’s real GDP increased by 0.2% in the three months ended March 31, 2025,
vs. the prior three-month period ended December 31, 2025. Real GDP is expected to grow up to 0.4% in the twelve-month period ending December 31, 2025.
Moreover, Mexico continues to show a robust labor market with an
unemployment rate was 2.2% as of March 31, 2025, a 0.2% decrease from the rate as of December 31, 2024. As of March 31, 2025, the economically active population in Mexico (fifteen years of age and older) was 61 million. As of March 31, 2025, the
minimum wages in Mexico, as applicable since January 1, 2025, were Ps. $419.88 per day for municipalities in the Zona Libre de la Frontera Norte (Northern Border Free Trade Zone) and Ps. 278.80 per day
for the rest of Mexico, an increase of 12% and 12%, respectively, from the applicable minimum wages in effect from January 1, 2024 to December 31, 2024.
Mexico’s sovereign ratings were fully investment grade as of
March 31, 2025, standing at a Baa2 with “negative” outlook by Moody’s, a BBB with a “stable” outlook by S&P, and a BBB- with a “stable” negative outlook by Fitch.
Market Opportunity
We believe there is an extraordinary market opportunity for our
hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural center and business hub representing approximately 14.8% of the country’s GDP, per the most recent data for the
twelve-month period ending December 31, 2023.
Cancun is the top destination in the Caribbean with more
passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years will maintain its levels achieved in 2024, which have surpassed those seen before the COVID-19 pandemic by
approximately 14%. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms, creating an opportunity in the hospitality industry. Available hotel rooms in
Cancun, per the most recent available data for June 2023 shows 35,250 available hotel rooms, compared to 35,115 available hotel rooms in 2019, prior to the COVID-19 pandemic. By 2023, passenger arrivals in Cancun had already surpassed 2019´s
figures.
The Mexican Lodging Industry
The travel & leisure sector is a key economic engine for the
Mexican economy, representing 8.6% of its GDP as of 2023. International arrivals to Mexico have quickly recovered, standing just 0% above pre-pandemic levels and showing positive momentum with a 7% increase against 2023. Overall occupancy levels
in Mexico have also quickly rebounded almost reaching pre-pandemic levels as of March 31, 2025.
Mexico is the most visited destination in Latin America and the
6th most visited country in the world by international tourists.
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Ranking
2024
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Country
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2024
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2023
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2019
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% Δ
2023
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% Δ
2019
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1
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France
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102 m
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100 m
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91 m
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2%
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12%
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2
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Spain
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94 m
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85 m
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84 m
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10%
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12%
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3
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United States
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72 m
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66 m
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79 m
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9%
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-9%
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4
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Turkey
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61 m
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55 m
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51 m
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10%
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18%
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5
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Italy
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58 m
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57 m
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65 m
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16%
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-10%
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6
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Mexico
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45 m
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42 m
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45 m
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7%
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0%
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7
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Germany
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38 m
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37 m
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40 m
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8%
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-5%
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8
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Japan
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37 m
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25 m
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32 m
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47%
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16%
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9
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Greece
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36 m
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33 m
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31 m
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10%
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15%
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10
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Thailand
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36 m
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28 m
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40 m
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26%
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-11%
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Source: World Tourism Organization
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In the three-month period ending March 31, 2025, Mexico’s
incoming tourism base mainly comprises visitors from investment grade, hard currency denominated countries such as the United States, Canada, Argentina, Colombia, and the United Kingdom.
Source: Mexico’s Ministry of Tourism
Moreover, Mexico City and Cancun continue to be the top Mexican
destinations for international tourists to Mexico. These cities together represented approximately 61.4% of total airport arrivals in Mexico during the three-month period ending March 31, 2025; and Cancun remains the most visited Caribbean
destination by passenger arrivals. The trend is expected to continue as there has been a strong flow of foreign direct investment into short-term stay projects to meet increasing visitor demand. During the twelve-months ended December 31, 2024,
7.4% of all foreign direct investment in Mexico was destined for tourism short-stay projects, an increase of 0.6% compared to the same period in 2023. Additionally, both cities, Mexico City and Cancun, continue to show higher occupancy levels
compared to the rest of Mexico.
Source: INEGI, Mexico’s Ministry of Tourism
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C.
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Organizational Structure
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The following diagram sets forth our current corporate structure
following the Business Combination and related corporate reorganization, including the subsidiaries of Murano:
Description of the Properties
Hotels
Insurgentes 421 Hotel Complex
The Insurgentes 421 Hotel Complex is located in Colonia Condesa,
a trendy and upscale neighborhood in Mexico City that is surrounded by tourist attractions, landmarks, parks and a vibrant restaurant scene. Condesa is within walking distance of the Roma neighborhood and Paseo de la Reforma, one of the city’s
main avenues, close to the city’s historic center and main financial district, and only 12 kilometers away from Mexico City’s international airport.
The building where the Insurgentes 421 Hotel Complex is located
was built in 1961 and designed by José Luis Benlliure, a renowned Spanish architect, painter and sculptor. This historic building, formerly known as the Aristos, has long been considered an icon of the city’s architectural style and was declared
part of the artistic heritage of Mexico City by the National Institute of Fine Arts (Instituto Nacional de Bellas Artes) and the Ministry of Housing and Urban Development (Secretaría
de Desarrollo Urbano y Vivienda). Murano Group acquired the building in 2006 and began conversion of the property into an upscale international business hotel in 2018. The development of the Insurgentes 421 Hotel Complex was completed in
the last quarter of 2022 and became operational in the first quarter of 2023.
The Insurgentes 421 Hotel Complex consists of three independent
buildings connected by a central square. The first building faces West and is located on Avenida de los Insurgentes. It is 55 meters high and consists of a Lower Ground and 16 floors with 213 rooms, which
is operated under the Andaz brand, focused on business travelers. The second building faces North and is located on Aguascalientes Street. It is 34.45 meters high and consists of a Ground Floor and nine floors with 183 rooms, which is operated
under the Mondrian brand, which is geared toward lifestyle tourism and sophisticated leisure travelers. The third building faces South and can be accessed from the central square. It consists of a lower ground and three floors encased by a large
crystal ballroom. The Insurgentes 421 Hotel Complex also has an underground garage accessible from Aguascalientes Street.
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The Andaz Hotel is operated by Hyatt, has 213 rooms and
several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a
crystal dome with a capacity for 49 tables and 588 guests.
The Mondrian Hotel is the first luxury Accor hotel in Mexico and
its flagship location in Latin America. Pursuant to the Hotel Management Agreement with Accor, 183 rooms are operated under the Mondrian brand.
According to the appraisal report for 2024, the market value of
the Insurgentes 421 Hotel Complex property was U.S.$107.4 million and this valuation was adopted as of December 31, 2024.
The Group had invested U.S.$121.4 million to complete the
development of the Insurgentes 421 Hotel Complex.
GIC Complex
The GIC Complex, once fully developed, is expected to be a
large-scale hotel and residential complex situated in the area between Delfines Beach and the Nichupté Lagoon in Cancun. Its strategic location-one of the closest five-star developments to the Cancun International Airport and in proximity to the
city’s major entertainment areas-combined with state-of-the-art design and premium amenities, positions it as a flagship destination in Cancun. Envisioned as a destination within a destination, the GIC Complex will include all-inclusive hotel
resorts, residential components, and an array of offerings designed to cater to both leisure and business travelers of all ages.
In light of recent market conditions and the evolving hospitality
landscape, the Murano Group’s management and board of directors have updated the Group’s strategic development pipeline to prioritize the development and commercialization of residential units. The GIC Complex is being developed in two phases.
Phase one, which is nearing completion, was initially planned to include 1,016 hotel rooms across two brands: (i) 400 rooms already operational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms under the “Dreams” brand, a
family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow for targeted improvements based on operational insights from the Vivid Hotel and to align with the hotel operator’s global
standards. These enhancements include upgraded common areas and expanded meeting and event spaces.
At present, the Group is conducting a strategic review of the GIC
I Hotel. While the initial plan continues to contemplate the full buildout of 1,016 hotel rooms, the Group is evaluating whether to maintain the current plan of the Vivid Hotel and the Dreams Hotel or pursue alternative development
strategies-such as converting part of the hotel component into additional residential units. This review also includes an assessment of funding needs, potential changes to the development timeline, and any necessary amendments to the operations
and administrative services agreement with the hotel operator.
Cancun remains the premier destination in the Caribbean due to
its accessibility from major international markets, including numerous daily direct flights from the United States, Canada, and Europe. The total number of passengers visiting Cancun has consistently outpaced the growth in hotel room inventory,
creating a compelling opportunity in the region’s hospitality and residential markets. Given the GIC Complex’s appeal to international visitors and the dynamics of the local market, we currently expect that substantially all of its revenues will
be denominated in U.S. dollars.
GIC I Hotel
The GIC I Hotel will feature 1,016 rooms across two hotels, with
views of the ocean, lagoon, and/or adjacent golf course owned by Iberostar.
The Vivid Hotel is an adult-only brand all-inclusive hotel
categorized as five-star upper scale with 400 rooms operated under the Vivid brand and which opened in April 2024. The Dreams Hotel is expected to be completed and operational in the fourth quarter of 2025 and will be a family-friendly brand
hotel categorized as five-star upper scale with 616 rooms operated under the Dreams brand.
When fully operational, the GIC I Hotel is expected to have the
following amenities: A beach club, two rooftop terraces each with a bar, eight specialty restaurants, two coffee shops, two premium lounge bars for VIPs, two extra bars next to the specialty restaurants, two buffet restaurants, two pool
restaurants, two gyms plus
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a jungle gym, two lobby bars, two sunset bars, two cavas, two swim-up bars, a
kids club, a barefoot grill, a ceviche outlet, a food truck, two snack bars, a terrace lounge, two retail stores, a wedding terrace, a jogging track, two areas for breakout rooms of 200 sqm each, a 400 sqm space for events indoors with a 650 sqm
terrace overlooking both the lagoon and the golf course, a water park with five slides + one whirlpool for kids and adults, one splash pad for toddlers and one kids area with smaller slides, one sand box area, three pickleball courts, one padel
court, two beach volleyball courts, one pet garden and one sky pool. Adjacent amenities forming part of the GIC Complex will include the GIC WTC and direct access to the golf course owned by Iberostar.
The GIC I Hotel is located within walking distance of Delfines
beach and close to the El Rey Archaeological Zone and National Park. The GIC I Hotel is operated by Hyatt’s subsidiary Hyatt Inclusive Collection, which is an industry leader in the luxury resort destination category with over 102 properties,
more than 21,302 guest rooms and suites and the largest portfolio of hotel brands, and has grown to become one of the leaders in the resort operations sector in Mexico and the Caribbean, based on 2021 year-end projections as of July 31, 2021.
Hyatt Inclusive Collection operates luxury resorts under all-inclusive plans in Mexico, Jamaica, the Dominican Republic, Costa Rica, Curaçao and Panama, and is one of the fastest-growing operators in luxury tourism offering all-inclusive plans
across North America.
Hyatt Inclusive Collection is part of Hyatt and Apple Leisure
Group, the top U.S. seller of all-inclusive vacation packages worldwide. In 2020, Apple Leisure Group had approximately 3.2 million passengers through its tour companies and is the leading North American leisure travel and resort brand management
group. In addition to Hyatt Inclusive Collection and its tour companies, Apple Leisure Group operates a carrier and services company and a vacation club with more than 60,000 members. Under the existing plan, which is currently subject to a
strategic review, we estimate that, upon completion, the GIC I Hotel will have 1,016 rooms: (i) 400 keys corresponding to the Vivid Hotel, operated under the Vivid brand; and (ii) upon completion, 616 keys corresponding to the Dreams Hotel, will
be operated under the Dreams brand.
According to an appraisal report issued by Vaproy, a real estate
consulting and appraisal firm, the market value of the GIC I Hotel on December 31, 2024, is Ps.$11,511 million (U.S.$561.2 million).
GIC Phase II
Phase two is planned to consist of approximately 1,254
condominiums, divided into four condominium towers with partial views of the ocean, lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet
garden, spa, coworking rooms, among others. The Group’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex.
GIC Complex’s Adjacent Amenities
In addition to the GIC Complex’s amenities described above; the
GIC Complex will include the GIC World Trade Center (a convention center under the WTCA name), and leverage the growing and under-satisfied demand for business facilities in Cancun.
Design of the GIC Complex
The GIC Complex has been designed by HOK Group, Inc. (“HOK”), the largest U.S.-based design, architecture, engineering and urban planning firm. HOK has been recognized for six consecutive years on the American Institute of Architect’s (AIA) “Top 10 Green Projects
List,” one of the industry’s best-known awards program for sustainable design excellence. The landscaping, outdoor amenities and aquatic parks have been designed by EDSA, Inc. (“EDSA”), a renowned
U.S.-based planning, landscape architecture and design firm.
The Resort and Industrial Park in Baja
Development Project
The Group has also evaluated the Bajamar project. The initial
plan for developing a 5-star upper-upscale resort and an industrial park has been modified as follows:
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Development of a cruise port with a capacity of 2 million passengers per year. The Group has signed an MOU with a major global
cruise line operator.
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Development of Baja Marina, 15,000 linear ft slip spaces.
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Development of an industrial park for leasing purposes.
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Development of Baja Retail Village for leasing purposes
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Development of two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.
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The project is currently under evaluation, and we have not yet
begun the process of securing financing for completion. Therefore, we do not know when and if we will be able to begin construction of this project.
Asset Management of our Properties
We employ a proactive asset management approach to maximize the
performance of our hotels through revenue enhancement and cost-containment measures. As committed owners, we provide direction and oversight to the hotel operators and continuously evaluate their plans and strategies, including those to be
implemented to optimize the performance of each of our properties. To that end, we regularly conduct sales, marketing, and financial performance reviews designed to identify strengths and weaknesses that can be addressed to enhance property
performance and conduct periodic on-site meetings with property and regional personnel, and in-depth operational reviews focused on identifying new and ongoing margin improvement initiatives.
Construction
The Murano Group has engaged or will directly engage with
experienced contractors to carry out the construction of the Projects Under Completion. In addition, we have engaged Ideurban as manager and supervisor of the construction of the project. With more than 70 years of experience, Ideurban is one of
Mexico City’s leading urban development companies delivering a complete range of integrated real estate solutions and construction services. Supporting the needs of communities, governments, commerce and industry in Mexico, Ideurban has led
projects in markets ranging from hospitality (including a portfolio of emblematic hotels throughout Mexico), residential, retail, and commercial to highway infrastructure, mixed-use developments and urban planning.
Description of Certain Project Agreements
The following is a summary of selected
provisions of certain project agreements related to the Insurgentes 421 Hotel Complex and the GIC Complex and is not considered to be a full statement of the terms of each such agreement. The following summaries are qualified in their entirety by
reference to the applicable agreements or drafts of agreements and are subject to the full text of those documents, some of which are in Spanish. Unless otherwise stated, any reference in this prospectus to any agreement will mean such agreement
and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date of this prospectus.
Insurgentes 421 Hotel Complex
Andaz Hotel Management Agreement
On May 11, 2022, OHI421 entered into a hotel management agreement
with Hyatt of Mexico, S.A. de C.V., as hotel manager, pursuant to which the hotel manager operates 213 guest rooms part of the Insurgentes 421 Hotel Complex under the label of Andaz Mexico City Condesa, for a period of 20 mandatory years starting
on December 31, 2022.
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Key Terms
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Hyatt has the right to extend the term of the Andaz Hotel Management Agreement for a 10-year additional term unless Hyatt gives
notice to OHI421 of its intention not to renew at least 12 calendar months prior to the expiration date.
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Hyatt is responsible and has the authority to direct all aspects of the operation of the Andaz Hotel, including, but not limited
to, (i) personnel management and human resources policies and resolving employment disputes, (ii) determining the terms of guest admittances, (iii) use and services provided by the Andaz Hotel, (iv) marketing and booking process, (v)
collection of revenue and payment of operating expenses, and (vi) prepare accounting books and records reflecting the results of the operations of the Andaz Hotel.
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Hyatt has the authority to institute, conduct, defend and settle in the name and on behalf of OHI421, legal proceedings arising
from the ordinary course of the Andaz Hotel operations including: (i) routine collection matters; (ii) evictions or removal of guests or other persons occupying the Hotel; (iii) enforcement of any rights (including termination); (iv)
personnel and employment matters; and (v) claims governed by insurance.
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OHI421 is responsible for, among others, (i) the procurement and receipt of any governmental approval required in connection with
the Insurgentes 421 Hotel Complex and its renewal including all costs, expenses and fees thereof, (ii) the sale, transfer or any other disposition of all or any portion of the Andaz Hotel, (iii) the financing or refinancing of the Andaz
Hotel, (iv) settling any property insurance claims that relate to any casualty or any condemnation awards, (v) entering any transaction with an affiliate of Hyatt, and (vi) settling legal proceedings relating to ownership, constructions
and development of the Andaz Hotel.
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Hyatt is entitled to receive compensation as follows: (a) a base fee, payable monthly, in an amount equal to (i) 1.6% of the
cumulative revenue of the hotel from the opening date until the end of the first fiscal year of operations, (ii) 2.1% of the cumulative revenue of the hotel from the start of the second fiscal year of operations until the end of the
second fiscal year of operations, and (iii) thereafter, 2.6% of the cumulative revenue of the hotel, and (b) an incentive fee equal to a percentage of adjusted profit (a percentage of adjusted profit (means, for any relevant period, the
amount, not less than zero equal to the excess (if any) of (x) gross operating profit for such period over (y) the sum of the base fee and the license fee
earned for such period (but not the incentive fee) (but only to the extent that such amounts are not otherwise deducted in computing gross operating profit)) of the Andaz Hotel, subject to the Andaz Hotel achieving the relevant adjusted
profit margin (which for any fiscal year shall mean the percentage calculated by dividing (x) adjusted profit for such fiscal year by (y) revenue of the
hotel for such fiscal year), payable monthly, as described in the table below:
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Tier
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Adjusted Profit Margin
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Incentive Fee earned.
(monthly, as preliminary
installments of the Incentive Fee)
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Between 0 and up to and including 20%
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No Incentive Fee
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Greater than 20.01% and up to including 25%
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6% of the Adjusted Profit
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Greater than 25.01% and up to and including 30%
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7% of the Adjusted Profit
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Greater than 30.01% and up to and including 35%
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8% of the Adjusted Profit
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Greater than 35.01% and up to and including 40%
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9% of the Adjusted Profit
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Greater than 40%
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10% of the Adjusted Profit
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Hyatt will have the right, at its discretion, to extend the operating term for an additional 10-year period.
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Termination Events
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The occurrence of any of the following events not cured within the grace period provided under the Andaz Hotel Management
Agreement will be deemed as an event of default that is not remedied within 30 days: (i) failure of OHI421 to make any payment to Hyatt or its affiliates, (ii) the filing of a voluntary petition in bankruptcy or insolvency or a petition
for reorganization under any bankruptcy or insolvency law by either party, (iii) breach by any of the parties of any material covenants including representations, warranties, or conditions set forth thereunder, (iv) any assignment or
transfer by a party in violation of any financing undertaken by OHI421 or impacting the Andaz Hotel that fails to satisfy the financing conditions, and (v) any default by guarantor under the guaranty.
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A non-defaulting party shall have the right to terminate the Andaz Hotel Management Agreement by the occurrence of any event of
default of the other party by delivering a written notice. The rights of termination shall be in addition to, and not in lieu of, any other rights or remedies provided, being understood, and agreed that the exercise of the remedy of
termination shall not constitute an election of remedies and shall be without prejudice to any other rights or remedies.
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OHI421 has the right to terminate the Andaz Hotel Management Agreement if the Andaz Hotel does not meet the requirements of the
performance test2 applicable to the most recently concluded
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performance test period3. The Andaz Hotel would not meet the requirements for
passage of the performance test in any performance test period in which the Andaz Hotel failed both applicable tests in each consecutive fiscal year comprising the performance test period.
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Any sum that is not paid by either party as when due shall bear interest at the interest rate (means the lesser of (a) the prime
rate announced from time to time in the Wall Street Journal plus 5%, and (b) the maximum rate of interest permissible under applicable laws, compounded monthly. In the event that the Wall Street Journal ceases to publish the prime rate,
then subsection (a) shall be the prime rate announced form time to time by JPMorgan Chase Bank, N.A. (and its successors)) from the date when such sum becomes due to the date of payment.
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Governing Law
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The Andaz Hotel Management Agreement is governed by Mexican law. Any disputes arising from this agreement will be subject to
arbitration with the Rules of the International Chamber of Commerce.
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Mondrian Hotel Management Agreement
On May 11, 2022, OHI421 Premium entered into a hotel management
agreement with Ennismore, as hotel manager, pursuant to which the hotel manager operates 183 rooms, two restaurants and one bar part of the Insurgentes 421 Hotel Complex under the label of Mondrian Mexico City Condesa, for a period of 20
mandatory years starting on December 31, 2022.
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Key Terms
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The term of Mondrian Hotel Management Agreement will be extended for an additional 10-year period if neither party delivers a
written notice of termination 180 days prior to the last date of the initial term, and which could be subsequently extended for an additional 10-year period provided that neither party delivers a written notice of termination 180 days
prior to the last date of the term, or first renewal term, as applicable.
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Ennismore shall have discretion in the supervision, operation, direction, control and management of the Mondrian Hotel and it will
have the exclusive right to (i) manage the Mondrian Hotel without interference from OHI421 Premium other than any inspection and auditing rights it may have under the Mondrian Hotel Management Agreement, (ii) determine all policies and
procedures for the operation of the Mondrian Hotel, (iii) implement, in the name and on behalf of OHI421 Premium, all policies and procedures applicable to Mondrian Hotels in the region.
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OHI421 Premium must, among others, (i) ensure the standard of the Mondrian Hotel to be always maintained, (ii) provide sufficient
working capital to ensure that the operation of the Hotel is to be undertaken as a manner required by Ennismore’s standards, (iii) comply with all its legal requirements with respect to the Mondrian Hotel, (iv) acknowledge that the
Mondrian Hotel Management Agreement does not give it any right, title, or interest in or to any of Ennismore’s standards, except as a license during its term to have such standards use with respect to the operation of the Mondrian Hotel,
and (v) obtain or maintain all approvals, consents, licenses, permits and authorizations as may be necessary for the occupation and operation of the Mondrian Hotel at its cost and expense during the term of the Mondrian Hotel Management
Agreement.
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Ennismore is entitled to receive a base fee, payable monthly, in an amount equal to (i) 2.0% of the total revenue of the hotel
from the opening date until the end of the first fiscal year of operations, (ii) 2.5% of the total revenue of the hotel from the start of the second fiscal year of operations until the end of the second fiscal year of operations, and
(iii) 3% of the total revenue of the hotel thereafter.
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Ennismore is entitled to an incentive fee, payable monthly, in an amount equal to 15% of the special adjusted gross operating
profit of the hotel (meaning the gross operating profit, less the following: (i) base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution; and (v) an amount equal to eight percent (8%) of the total
project costs (which is the sum of all costs and expenses incurred by OHI421 Premium in connection with the development, construction, initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per
key at the Mondrian Hotel).
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Ennismore is entitled to receive a food and beverage fee, payable monthly, equal to 2% of the food and beverage revenue.
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None of the base fee, the incentive fee, and/or the food and beverage fee shall be subordinated to any payments, if OHI421 Premium
fails to pay to Ennismore in a timely manner, Ennismore is authorized to transfer such amounts from the replacement reserve account to the operating account and withdraw such amounts from the operating account.
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Ennismore shall not without the prior written consent of OHI421 directly or indirectly operate, franchise, or license another
hotel branded and named as Mondrian located within five kilometers of the Mondrian Hotel.
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The employees of the Mondrian Hotel will work under the supervision of Ennismore but shall be considered from a labor perspective
to be under OHI421 Premium.
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OHI421 Premium must obtain insurance as specified in the Mondrian Hotel Management Agreement.
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OHI421 Premium shall defend, indemnify, protect, and hold Ennismore and its affiliates and its officers, directors, shareholders,
partners, members, employees, agents and representatives harmless from any claims in connection with the (i) development, construction, marketing, sales, ownership or operation of the Hotel or any component thereof; or (ii) by reason of
any action taken or omitted to be taken pursuant to the Mondrian Hotel Management Agreement.
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Ennismore shall defend, indemnify, protect and hold OHI421 Premium and its officers, directors, shareholders, partners, members,
employees, agents and representatives harmless from and against all claims, demands, damages, judgments, costs, losses, penalties, fines, liens, arising in connection with the operation of the Mondrian Hotel by reason of (i) Ennismore
gross negligence; or (ii) willful misconduct on the part of Ennismore or its affiliates.
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Ennismore shall have the right to transfer its rights and obligations under the Mondrian Hotel Management Agreement to (i) any
person who is a successor or transferee which may result from any merger, consolidation, or reorganization of Ennismore, or (ii) Accor SA, Ennismore or any of their affiliates provided that the transferee assumes all of Ennismore’s
obligations under the Mondrian Hotel Management Agreement and is in a position to operate the Mondrian Hotel.
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OHI421 Premium shall not transfer its rights and obligations under the Mondrian Hotel Management Agreement unless (i) it has given
90 days’ prior written notice to Ennismore, (ii) the transfer is to an acceptable transferee, (iii) at the date of transfer all amounts owed to Ennismore and its affiliates have been paid in full and all amounts accrued that will become
due after the transfer shall be reserved in an account under Ennismore’s control, and (iv) the transferee enters into a written agreement with Ennismore to be bound by the terms and conditions of the Mondrian Hotel Management Agreement.
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Termination Events
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Termination may arise if any of the following occurs (each, a default under the Mondrian Hotel Management Agreement): (i) failure
to pay any amount due and payable, (ii) failure to perform any covenants or obligations, (iii) material breach of any representation or warranty, (iv) insolvency default, (v) breach of the Hotel Consultancy Services Agreement (as defined
in the Mondrian Hotel Management Agreement) entered between OHI421 and the Hotel Consultant (as defined in the Mondrian Hotel Management Agreement) will result in a default by either of the parties, and, exclusively for Ennismore (vi)
losing the use of the Mondrian brand, and (vii) abandoning the operation of the Mondrian Hotel for longer than 15 days unless otherwise agreed upon with OHI421 Premium.
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Following a default (as defined in the Mondrian Hotel Management Agreement) and provided that the default continues for a period
of 30 days the non-defaulting party may terminate the Mondrian Hotel Management Agreement without prejudice to any rights, actions or remedies either party may have thereunder. If the default can be cured but not within such period, the
period will be extended to such longer period as it is reasonable but no longer than 60 days.
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In case of an insolvency default the non-defaulting party may terminate the Mondrian Hotel Management Agreement with immediate
effect by serving a notice on the defaulting party.
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In the event of rescission or earlier termination due to causes attributable to OHI421 Premium, in addition to all amounts owed
and repayment of any unamortized key money to Ennismore, a termination penalty equal to the net present value of the following amounts calculated using a discount rate of 8% in each instance, discounted to the date of termination will be
applied:
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if termination occurs during years 1 to 4, the penalty shall be an amount equal to $130,158 multiplied by the remaining months of
the term,
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if termination occurs in year 5 of thereafter, the penalty shall be an amount equal to the average monthly fees for the 12 months
period prior to the date of termination, in which 12 months preceding period no force majeure event has occurred, multiplied by the remaining months of the term.
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OHI421 Premium shall have the right to terminate the Mondrian Hotel Management Agreement without the need for a court order, if in
any Termination Test Period, the Mondrian Hotel suffers (i) a GOP Failure, and (ii) a REVPAR Failure (in each case as defined in the Mondrian Hotel Management Agreement).
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Governing Law
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The Mondrian Hotel Management Agreement is governed by Mexican Law. Any disputes arising from this agreement will be subject to
arbitration with the Rules of the International Chamber of Commerce.
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Insurgentes Lease Agreements
On October 10, 2018, and as amended and restated on May 11, 2022,
Inmobiliaria Insurgentes 421, as lessor, entered into a lease agreement with OHI421, as lessee, through which the lessee is required to use the relevant property exclusively to operate it under the terms of the corresponding hotel management
agreement. Lessee shall pay lessor a base rent of U.S.$50,000 within the first 15 days of each month, plus a variable rent equivalent to 95% (ninety five percent) of the gross operating profit of the lessee for the calendar year ended. The lease
agreement has a 20-year term. As of December 31, 2024, the base rent amounted to U.S.$600,000 and the variable rent amounted U.S.$2.6 million.
On May 11, 2022, Inmobiliaria Insurgentes 421, as lessor, entered
into a lease agreement with OHI421 Premium, as lessee, through which the lessee is required to use the property exclusively to operate it under the terms of the corresponding hotel management agreement. Lessee shall pay lessor a base rent of
U.S.$50,000 within the first 15 days of each month, plus a variable rent equivalent to 95% of the gross operating profit of the lessee for the calendar year ended. The lease agreement has a 20-year term. As of December 31, 2024, the base rent
amounted U.S.$600,000, no variable rent was invoiced as the results of this property are still under break-even point.
As part of the collateral to secure the Insurgentes Loan, among
others, Inmobiliaria Insurgentes 421 contributed (i) the ownership of the property of the Insurgentes 421 Hotel Complex, (ii) its collection rights under and in respect of the Insurgentes Lease Agreements and (iii) its collection rights in regard
to any potential sale of the Insurgentes 421 Hotel Complex. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for descriptions of the material agreements.
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Key Terms
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The term of the Insurgentes Lease Agreements may be extended by mutual agreement of its parties after negotiating new terms,
conditions and rental structure.
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The rent amount, terms and conditions are revisited every three years to take into consideration inflation rates and market
conditions, among others.
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In case of delayed payment of rent, a default interest rate at 20% calculated annually shall be applied.
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The Insurgentes Lease Agreements contain terms and conditions customary for a transaction of its nature, pursuant to which the
lessee, among others, will: (i) allow the lessor to inspect the Andaz Hotel or the Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver Andaz Hotel or the Mondrian
Hotel, as applicable, properties to the lessor in the same condition as delivered; (iv) maintain necessary permits, licenses or authorizations for
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operation and occupancy of Andaz Hotel or the Mondrian Hotel, as applicable; (v)
notify of any judicial or administrative process (including related to compliance with environmental regulations) initiated against any of the parties related to Andaz Hotel or the Mondrian Hotel, as applicable; (vi) pay and withhold taxes
(except those that must be paid by the lessor, pursuant to the Insurgentes Lease Agreements); (vii) prepare and deliver quarterly and annual financial information. On the other hand, the lessor will: (i) deliver the derivative and material
possession of Andaz Hotel or the Mondrian Hotel, as applicable, properties and allow the use by the lessee; (ii) not interfere with the management and operation of the Andaz Hotel or the Mondrian Hotel, as applicable; (iii) maintain Andaz Hotel
or the Mondrian Hotel, as applicable properties in good conditions, among others.
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The permitted use of Andaz Hotel or the Mondrian Hotel, as applicable, properties is restricted to the use in accordance with the
Andaz Hotel Management Agreement or the Mondrian Hotel Management Agreement, as applicable, which restricts it to activities typically conducted by a hotel such as hospitality services, restaurant services, sale of alcoholic and
non-alcoholic beverages, among others.
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The permits and licenses required to operate the Andaz Hotel or the Mondrian Hotel, as applicable, must be obtained and maintained
by the lessee or the Hotel Operator.
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The lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm,
disease or death that take place in the Andaz Hotel or the Mondrian Hotel, as applicable, as long as not due to the negligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the
Insurgentes Lease Agreements.
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Termination Events
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The Insurgentes Lease Agreements may be terminated by the lessor if (i) the lessee incurs in any event of default and fails to
cure such breach within the applicable grace period, (ii) the lessee uses the hotel for any purpose other than within the permitted use under the hotel management agreements, (iii) if the lessee assigns or transfers by any means the use
of the hotel to any third party without the lessor’s prior consent, and (iv) if the corresponding hotel management agreement is terminated by causes attributable to the lessee.
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Governing Law
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The Insurgentes Lease Agreements are governed by the laws of Mexico City and are subject to the jurisdiction of the courts of
Mexico City.
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The Insurgentes Lease Agreements contain terms and conditions
customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the Andaz Hotel or the Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental
laws); (iii) leave and deliver Andaz Hotel or the Mondrian Hotel, as applicable, properties to the lessor in the same condition as delivered.
Exitus Sale and Lease Back Agreement
On December 12, 2019, Edificaciones BVG, as lessee, Exitus as
lessor, and Marcos Sacal Cohen as joint and several obligor, entered into a master lease agreement through which Exitus grants to Edificaciones BVG the use and enjoyment of equipment in exchange for a monthly consideration for a 36-month term,
subject to renewals (“Exitus Sale and Lease Back Agreement”). As of December 31, 2024, Ps.$4.8 million was outstanding under this agreement.
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Key Terms
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BVG Edificaciones has the obligation to pay to Exitus an origination fee and a commission for investigation and/or formalization
expenses, which will be determined in the lease addenda, plus the corresponding VAT per implemented lease.
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The lease addendum or addenda executed pursuant to the Exitus Lease Agreement shall constitute a net lease and Edificaciones BVG
undertakes to make all payments thereunder.
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Edificaciones BVG agrees to and shall comply with (i) all laws, regulations, decrees, rules and orders of any governmental agency
or agency, relating to the installation, use or operation of the equipment to
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maintain in effect any required licenses, authorizations, concessions, permits,
registrations and other documentation, (ii) shall only use the equipment for the activities of the regular course of business (iii) shall use and store the equipment precisely in the place determined for such purpose, (iv) shall receive the
equipment directly from the supplier, (v) paying expenses related to the handling, operation and maintenance of the equipment, (vi) to keep and maintain its corporate structure, existence and legal personality without changes in stature as well
as to allow Exitus to inspect the equipment, (vii) to take all actions to recover the equipment or defend the use and enjoyment thereof (viii) to update its financial information and deliver balances, (ix) to deliver financial statements (x)
obtain and maintain insurance for the equipment.
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Exitus may assign its rights under the Exitus Sale and Lease Back Agreement without requiring consent form Edificaciones BVG.
Edificaciones BVG shall not assign its rights or obligations under the Exitus Sale and Lease Back Agreement unless prior written consent from Exitus is obtained.
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Termination Events
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Exitus may terminate the Exitus Sale and Lease Back Agreement if Edificaciones BVG (i) fails to pay on the indicated date any
periodical or rent payment as well as any other payment at its expense or in the annexes and that the non-compliance persists for more than 10 (ten) calendar days, (ii) fails to perform or observe any obligation, covenant, condition or
agreement thereunder, (iii) makes any misrepresentation regarding any terms contained thereunder, (iv) enters into dissolution or liquidation, (v) attempts to remove, sell, convey, convey, encumber, forfeit or sublet the equipment or any
part thereof, (vi) fails to obtain the applicable insurance, (vii) fails to comply with a court order or arbitrations award.
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Governing Law
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The Exitus Sale and Lease Back Agreement is governed by the laws of Mexico City and the parties are subject to the jurisdiction of
the courts of Mexico City.
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GIC Complex
GIC I Hotel
GIC I Hotel Management Agreement
On September 10, 2019, Operadora GIC I entered into a hotel
management agreement (as amended on September 11, 2019, March 28, 2021, and July 11, 2023, and as may be further amended from time to time) with AMR Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to
which the hotel manager will operate the GIC I Hotel for a period of 20 mandatory years starting on the date in which the hotel manager gives notice of receipt of the GIC I Hotel. The GIC I Initial Period commenced on April 1, 2024.
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Key Terms
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The term of the GIC I Hotel Management Agreement which will be automatically renewed for subsequent five-year extensions, unless
either party notifies the other of its intent not to renew at least 12 (twelve) calendar months prior to the expiration date.
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Hyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC I, the control and faculty to make decisions
regarding the operation and commercialization, maintaining the control, as well as the management, over such activities and over all the GIC I Hotel’s assets.
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The hotel must be operational by the second quarter of 2024, it being understood that, in case of force majeure, this deadline will be extended for a period equivalent to the period that said force majeure event lasts. On September 20, 2024, the Company agreed to an extension
with Hyatt Inclusive Collection with respect to the start of operations of the Dreams Hotel no later than July 1, 2025. The Company has requested an additional extension. We cannot make any assurance that this extension will be granted.
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The hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC I Hotel Management Agreement.
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Operadora GIC I will maintain operating capital equal to the amount agreed in the Approved Annual Budget (as defined in the GIC I
Hotel Management Agreement) and make the necessary equity contributions for the operation of the hotel and to cover all applicable pre-operative costs.
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Hyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue of the GIC I Hotel and an
incentive fee equal to 10% of gross profit of the GIC I Hotel.
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In case of delay in payments of the administrative fee or the incentive fee, there shall be a default interest of 12% per year of
pending amounts or Hyatt Inclusive Collection can discount the pending fees from the gross revenues.
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Operadora GIC I will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross
revenues paid monthly), (ii) expenses related to sales generated through the call center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group
services.
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Hyatt Inclusive Collection will maintain the GIC I Hotel in good conditions and will have the right to, at the expense of the
Operadora GIC I, make certain changes and improvements to the GIC I Hotel.
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The employees of the GIC I Hotel will work under the supervision of Hyatt Inclusive Collection, but shall be considered from a
labor perspective to be under the Operadora GIC I.
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Operadora GIC I must obtain insurance as specified in the GIC I Hotel Management Agreement, including insurance for litigation and
damages to the GIC I Hotel.
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Operadora GIC I will indemnify Hyatt Inclusive Collection, any subsidiaries, affiliates or any directors, employees or advisors
for any claim that arises in relation to the GIC I Hotel Management Agreement, unless there has been gross negligence or bad faith.
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Hyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be
entitled to a 60-day due diligence period.
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Hyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC I Hotel Management Agreement to
an affiliate, subsidiary or related party, without the need to obtain prior consent from Operadora GIC I, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.
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Operadora GIC I has the right to assign our rights and obligations under the GIC I Hotel Management Agreement to an affiliate,
subsidiary or related party, without the need to obtain prior consent from Hyatt Inclusive Collection.
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Except for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way
alienate the rights that correspond to the GIC I Hotel, either through sale or any other form of disposition of the GIC I Hotel, of the shares and/or any other similar corporate interest during the first two years of the initial period.
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Termination Events
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Hyatt Inclusive Collection may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a
30-day cure period): (i) non-payment of fees or reimbursements, (ii) failure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain and/or
maintain insurance coverage, (vi) interference with Hyatt Inclusive Collection’ operations, and (vii) failure to meet construction milestones. In such events and if Hyatt Inclusive Collection terminates the GIC I Hotel Management
Agreement, Operadora GIC I shall pay the following penalties to Hyatt Inclusive Collection:
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A conventional penalty equivalent to 50% of the total of the Administration Fee (as defined in the GIC I Hotel Management
Agreement) and the Incentive Fee (as defined in the GIC I Hotel Management Agreement) of the last 12 months of operation multiplied by the remaining fiscal years of the validity of the GIC I Hotel Management Agreement.
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If termination occurs before the 12 months mentioned in the previous paragraph can be counted, then the conventional penalty will
be the amount resulting from multiplying $2,500 by the number of rooms provided in the Contract by the number of years remaining of the Validity (as defined in the GIC I Hotel Management Agreement) of the GIC I Management Agreement.
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If the termination of the GIC I Hotel Management Agreement occurs after 12 months can be counted, but before 4 fiscal years can be
counted, then the conventional penalty will be the equivalent to the total of the sum of the Administration Fee and the incentive fee of the last 12 months multiplied by three.
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Operadora GIC I may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a 30-day
cure period except for (i)): (i) Hyatt Inclusive Collection fails to make the guaranteed payments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises for five business
days, (iv) Hyatt Inclusive Collection fails to renew any permits affecting operations; (v) Hyatt Inclusive Collection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.
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Governing Law
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The GIC I Hotel Management Agreement is governed by the laws of Mexico and the parties are subject to the jurisdiction of the
courts of Cancun, Quintana Roo or Mexico City as chosen by the plaintiff.
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GIC I Lease Agreement
On September 5, 2019, the GIC I Trust entered into a lease
agreement with Operadora GIC I pursuant to which the GIC I Trust leases the GIC I Hotel’s properties to Operadora GIC I, both restricted subsidiaries under the Indenture, for a period of 20 years.
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Key Terms
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As long as the lessee is in compliance with the terms of the GIC I Lease Agreement, the parties may agree to extend the agreement.
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The lessee will pay a variable rent equivalent to variable rent equivalent to 98% of the gross revenue, payable within the first
four months of each year. The variable rent pending from the previous year has priority in order of payment, followed by the variable rent.
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The rent may be paid in pesos, calculated at the exchange rate published by the Mexican Central Bank on the previous business day
to the payment date.
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The rent amount, terms and conditions are revisited every three years in order to take into consideration inflation rates and
market conditions, among others. The rent structure may be modified if there is a change in law, with the lessor’s prior written consent.
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There shall be monthly interest payments in case of delayed payment of rent, in accordance with the legal interest rate (9% per
annum) provided under the Federal Civil Code.
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The GIC I Lease Agreement contains terms and conditions customary for a transaction of its nature, pursuant to which the lessee,
among others, will: (i) allow the lessor to inspect the GIC I Hotel; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver GIC I Hotel’s properties to the lessor in the same condition as
delivered; (iv) maintain necessary permits, licenses or authorizations for operation and occupancy of GIC I Hotel’s properties; (v) notify of any judicial or administrative process (including related to compliance with environmental
regulations) initiated against any of the parties related to GIC I Hotel’s properties; (vi) pay and withhold taxes (except those that must be paid by the lessor, pursuant to the GIC I Lease Agreement); (vii) prepare and deliver quarterly
and annual financial information. On the other hand, the lessor will: (i) deliver the derivative and material possession of GIC I Hotel’s properties and allow the use by the lessee; (ii) not interfere with the management and operation of
the GIC I Hotel; (iii) maintain GIC I Hotel’s properties in good conditions, among others.
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The permitted use of GIC I Hotel’s properties is restricted to the use in accordance with the GIC I Hotel Management Agreement,
which restricts it to activities typically conducted by a hotel such as hospitality services, restaurant services, sale of alcoholic and non-alcoholic beverages, among others.
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The permits and licenses required to operate the GIC I Hotel must be obtained and maintained by the lessee or the Hotel Operator.
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The lessee may not assign its rights and obligations without the express, prior written consent of the lessor. However, with the
instruction of the Trust Administrator (as defined in the GIC I Lease Agreement), the lessor may assign its rights and obligations.
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The lessee is authorized to execute sub-leasing agreements for hotel spaces or rooms, as long as they are in compliance with the
GIC I Hotel Management Agreement.
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The lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm,
disease or death that take place in the GIC I Hotel, as long as not due to the negligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the GIC I Lease Agreement.
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If there is an expropriation that makes it impossible to continue to use the GIC I Hotel, any of the parties may terminate the GIC
I Lease Agreement.
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Termination Events
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The lessor may terminate the GIC I Lease Agreement at any time, prior instruction of the Trust Administrator (as defined in the
GIC I Lease Agreement), with 30 business days’ notice to the lessee. In addition, the lessor may terminate the GIC I Lease Agreement if the lessee defaults on any of its obligations under the GIC I Lease Agreement, uses GIC I Hotel’s
property for a different purpose than allowed or assigns its rights and/or obligations in favor of a third party, without prior written consent of the lessor, default in the payment of rent, if the lessee becomes insolvent or files for
bankruptcy, if the lessee’s assets are frozen or seized pursuant to a judicial procedure, a change of control in the lessee, or if the GIC I Hotel Management Agreement is terminated and the Hotel Operator is not substituted, among others.
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The Lessor may terminate the agreement by means of a termination notice delivered 30 business days in advance.
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Governing Law
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The GIC I Lease Agreement is governed by the laws of the State of Quintana Roo, Mexico and the parties are subject to the
jurisdiction of the courts of Mexico City.
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Finamo Sale and Lease Back Agreements
On February 27, 2023, Murano World, as lessee, Arrendadora
Finamo, as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease agreement under which the parties establish the terms and conditions based on which the lessor will grant the
lessee the temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes (“Finamo Sale and Lease Back Agreement I”).
On October 24, 2023, Murano World, as lessee, Arrendadora Finamo,
as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease agreement under which the parties establish the terms and conditions based on which the lessor will grant the lessee the
temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes (“Finamo Sale and Lease Back Agreement II” and together with the Finamo Sale
and Lease Back Agreement I, the “Finamo Sale and Lease Back Agreements”). As of December 31, 2024, Ps.$282 million was outstanding under these agreements.
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Key Terms
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Each of the leases entered into under the Finamo Lease Agreements will be implemented through the execution of the annexes and
shall additionally determine the specific elements that must govern each
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lease, such as (i) the documentation and precise description of the assets subject
to the lease (ii) the amount of the rents that Murano World shall pay to Arrendadora Finamo or its designee (iii) the fixed term and (iv) the breakdown of the additional concepts that may be applicable to the transaction.
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Murano World must comply with the fixed term of each annex and therefore agrees to cover the rents due as they are generated duly
contained in the table of payments in each annex, however, the early termination of the agreed term or failure to pay the obligations acquired by Murano World shall constitute the payment of the conventional penalty established in each
annex.
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The rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable
as they accrue.
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Failure to timely pay any amount payable by Murano World or any other document executed in accordance therewith, Murano World
shall pay Arrendadora Finamo a default interest of 3% (three percent) on the amount corresponding to the overdue and unpaid obligations computed from the date on which the payment is due, until the date of effective payment for the number
of days elapsed, without prejudice to the right of Arrendadora Finamo to terminate the Agreement and Exhibits in advance.
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Murano World has, among others, the following obligations (i) obtain the permits, authorizations or licenses necessary for the
proper use of the goods, as well as the payment of any taxes, license or permit that may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract (as defined in the Finamo Sale and Lease Back
Agreement), (ii) repair the damages and harm and hold the lessor harmless from the possible execution of illegal acts in which the leased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may
suffer, before the date of delivery of the same and maintain said insurance in force while the goods are in its possession, (iv) provide quarterly financial statements and annual audited financial statements, (v) inform the lessor of any
event that may jeopardize its obligations under thereunder, (vi) refrain from making any encumbrance, sublease and/or dispose of the goods in any way different from the agreement’s purpose, and (vii) hold the lessor safe and harmless from
any liability it may be awarded with respect to damages and/or any loss that may be caused by any third party from the execution of illegal acts in which the leased property is involved.
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The lessor may require Murano World and the depositary and the joint obligor to subscribe a promissory note in its favor for each
executed annex.
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The lessor assign, transfer, discount or transmit by any legal figure each one of the rights and obligations contracted under the
Finamo Sale and Lease Back Agreement I. The lessee may not assign or transfer in any way its rights and obligations thereunder without the express written authorization of the lessor.
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Termination Events
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Among others, the following will constitute an event of default by Murano World: (i) any non-compliance with its obligations, (ii)
for delay and/or failure to timely pay any consideration or amount due and payable thereunder, (iii) the seizure of the goods, (iii) bankruptcy, suspension of payment, dissolution or liquidation, (iv) increase the level of leverage shown
in the credit risk analysis at the time of approving the transaction and/or vary the cash coverage on the payment of rents
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Governing Law
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The Finamo Sale and Lease Back Agreement I is governed by the laws of Mexico and the parties are subject to the jurisdiction of
the courts of Mexico City. The Finamo Sale and Lease Back Agreement II is governed by the laws of Culiacán, Sinaloa, México and the parties are subject to the jurisdiction of the courts of Culiacán, Sinaloa, México.
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Coppel Lease Agreement
On November 8, 2023, Operadora GIC I, as lessee, Arrendadora
Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease agreement (the “Coppel Lease Agreement”) under which the parties establish the terms and conditions based on which
the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that
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are signed from time to time by the parties, including of equipment, their
accessories and spare parts, and under which, additionally, the lessee will have the obligation to pay to the lessor the rental amount. As of December 31, 2024, Ps.$190.8 million was outstanding under this agreement.
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Key Terms
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Each of the leases that are formalized under the lease will be implemented through the execution of annexed contracts. The term of
the annexed contracts will be of 60 months.
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As consideration for the use and enjoyment of the goods, the lessee will pay the lessor the amount of the Lease without
considering the VAT. The amount of the Lease will be that established under the corresponding item in the annexed contracts.
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The rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable
as they accrue.
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In the event that the lessee does not make the corresponding payment, a daily default interest will be charged from the date of
default and until full payment on the amounts owed at the monthly rate agreed in each Annexed Contract.
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Operadora GIC I has, among others, the following obligations: (i) obtain the permits, authorizations or licenses necessary for the
proper use of the goods, as well as the payment of any taxes, license or permit that may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract, (ii) repair the damages and harm and hold the
lessor harmless from the possible execution of illegal acts in which the leased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may suffer, before the date of delivery of the same and
maintain said insurance in force while the goods are in its possession.
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Termination Events
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The Coppel Lease Agreement shall terminate by express agreement by the parties or if there is theft or total loss of the leased
goods.
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Among others, the following will constitute an event of default by Operadora GIC I: (i) any non-compliance with its obligations,
(ii) the seizure of the goods, (iii) using the goods for a purpose other than that agreed upon, (iv) subletting the goods, (v) bankruptcy, suspension of payment, dissolution or liquidation, (vi) failure to make repairs or maintenance
services to the goods, (vii) loss or deterioration of goods, and (viii) failure to comply with any other financing granted by Arrendadora Coppel or any other financial institution.
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Governing Law
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The Coppel Lease Agreement is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico
City.
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GIC I Supervision Agreement
On October 1, 2019, Ideurban entered into a services agreement
with the GIC I Trust whereby the GIC I Trust retains the services of Ideurban who shall provide all services necessary for the development of the GIC I Hotel.
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Key Terms
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Ideurban shall render the following services: (i) development services which include to supervise, audit and approve the
development phases of the construction, made by the Contractors until delivery of the fully completed construction as provided under each of the GIC I Construction Agreements; (ii) coordination services which include the coordination and
evaluation of the day-to-day construction activities of the GIC I Hotel performed by the Contractors and act as the GIC I Trust’s authorized party to approve and supervise the Contractors’ obligations and rights under the GIC I
Construction Agreements; (iii) supervision services which include to provide all supervision and construction management services necessary for the development of GIC I Hotel, taking care at all times of the relationship with the
Contractors and with the responsible construction managers and co-responsible parties. Additionally, supervision services also include the supervision of the activities and work
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performed by the Contractors in terms of the GIC I Construction Agreements, as
well as under any agreement, sub-agreement or amendment thereto related to the construction of GIC I Hotel, and shall report the construction progress bi-weekly (or earlier in case it is required under the GIC I Construction Agreements); and (iv)
any other service that involves coordinating, verifying, assisting, evaluating or supervising the construction of GIC I Hotel. Ideurban shall comply with instruction delivered by the GIC I Trust in connection with the services to be rendered by
Ideurban and the Contractors.
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The GIC I Trust pays directly to the Contractors any amounts due under the pending GIC I Construction Agreements.
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Ideurban’s main obligations are: (i) provide the above-mentioned services in an efficient and timely manner, with the technical
means of organization, experience and economic capacity and highest quality of service; (ii) verify that the Contractors engaged for the construction of the GIC I Hotel comply with the applicable regulation (including environmental
regulations) and Ideurban will be liable for the non-compliance of the Contractors in accordance with the applicable regulations; (iii) prepare and deliver to the GIC I Trust a report on the first and 15th day of each month describing the
status of the construction, as well as the activities carried out by Ideurban in rendering of the services; and (iv) supervise and audit the Contractors’ compliance with their environmental obligations.
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Termination Events and Penalties
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Ideurban may terminate the GIC I Supervision Agreement in the event of (i) payment default without reasonable cause; (ii) if any
amount due to Ideurban is not reimbursed by the GIC I Trust; and (iii) if the GIC I Trust files for bankruptcy.
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The GIC I Trust may terminate the GIC I Supervision Agreement with justified cause at any time.
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Governing Law
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The GIC I Supervision Agreement is governed by the laws of Mexico.
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GIC I Master Construction Agreement
On January 25, 2019, Edificaciones BVG entered into a
construction agreement with the GIC I Trust (the “GIC I Master Construction Agreement”).
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Key Terms
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The GIC I Master Construction Agreement will be in force until December 31, 2025.
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The Parties agree that the descriptions, units, quantities, measurements, materials, unit price, amount, and other characteristics
and specifications as detailed in the defined budget. The construction works include specialized and qualified labor, equipment, materials, tools, scaffolding and the necessary technical supervision.
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Edificaciones BVG is required to (i) perform the constructions works in accordance with the highest quality standards and in
accordance with the construction regulations applicable to it, (i) comply with all the rules, provisions and ordinances indicated by the corresponding authorities and those contained in the applicable laws and regulations, (iii) use
specialized labor suitable to achieve the quality and/or proper functioning of equipment, expenses, freight, payment of tariffs, maneuvers, labor, prices of the materials, tools, services and other elements that are required to be used in
the construction, (iv) fully prepare and build the construction, (v) assume at its own expense the full obligation of payment of taxes, duties, salaries and legal benefits, and (vi) acquiring the civil liability policy, to protect with
the most extensive coverage for the damages that the works of the construction may cause to third parties. The insurance must remain in force and with an insured amount equivalent to the Total Price (as defined in the GIC I Master
Construction Agreement).
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Edificaciones BVG is entitled to receive as a consideration the sum price of USD $281,373,569 plus VAT.
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Edificaciones BVG will be the sole responsible and sole employer in any type of labor relationship that arises or may arise with
its workers under the GIC I Master Construction Agreement.
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Edificaciones BVG undertakes to release and keep the GIC I Trust safe and harmless (including any and all affiliates and/or
subsidiaries, directors, officers, legal representatives, collaborators, agents and/or shareholders of the latter) from any lawsuit, or of any claim of administrative authority or civil or criminal controversy that may be filed against
it, as well as to reimburse the amounts that the Client may spend to meet any contingency on such concepts.
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Termination Events and Penalties
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GIC I Trust may terminate the GIC I Master Construction Agreement in the event of Edificaciones BVG’s: (i) failure to commence the
Construction on the specified date, (ii) unjustified delay in the termination of the Constructions, (iii) failure to comply with any obligation under the GIC I Master Construction Agreement in a timely manner, and (iv) filing for
bankruptcy.
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Governing Law
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The GIC I Supervision Agreement is governed by the laws of Mexico.
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GIC II
GIC Phase II
Under the previous development plan, Murano intended to develop
another hotel as part of phase two of the GIC Complex, GIC II Hotel. Consequently, Murano previously entered into the GIC II Hotel Management Agreement for the operation of the GIC II Hotel, however, latest market developments shifted Murano´s
focus towards residential development and commercialization, deciding to halt the development of the GIC II Hotel to prioritize GIC Condominiums. The intention of Murano is to terminate the GIC II Hotel Management Agreement.
GIC II Hotel Management Agreement
On August 23, 2021, Operadora GIC II entered into a hotel
management agreement with AMR Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to which the hotel manager will operate the GIC II Hotel for a period of 15 mandatory years starting on the date in which
the hotel manager gives notice of receipt of the GIC II Hotel or February 1, 2024, whatever occurs later, with the possibility of a subsequent five year extension (as amended, supplemented or otherwise modified from time to time). Murano has yet
to begin the process of securing financing for the commencement of the development of GIC II Hotel.
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Key Terms
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Hyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC II, the control and faculty to make decisions
regarding the operation and commercialization, maintaining the control, as well as the management, over such activities and over all the GIC II Hotel’s assets.
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The hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC II Hotel Management Agreement.
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Operadora GIC II will maintain operating capital equal to the amount agreed in the Approved Annual Budget and make the necessary
equity contributions for the operation of the hotel and to cover all applicable pre-operative costs.
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Hyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue and an incentive fee
equal to 10% of gross profit.
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The employees of the GIC II Hotel will work under the supervision of Hyatt Inclusive Collection but shall be considered from a
labor perspective to be under Operadora GIC II.
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Operadora GIC II must obtain insurance as specified in the GIC II Hotel Management Agreement, including for litigation and damages
to the GIC II Hotel.
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Operadora GIC II will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross
revenues paid monthly), (ii) expenses related to sales generated through the call center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group
services.
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Any late payments due to Hyatt Inclusive Collection will carry a 12% interest per year.
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Hyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be
entitled to a 60-day due diligence period.
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Hyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC II Hotel Management Agreement to
an affiliate, subsidiary or related party, without the need to obtain prior consent from Operadora GIC II, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.
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Operadora GIC II has the right to assign our rights and obligations under the GIC II Hotel Management Agreement to an affiliate,
subsidiary or related party, without the need to obtain prior consent from Hyatt Inclusive Collection.
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Except for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way
alienate the rights that correspond to the hotel, either through sale or any other form of disposition of the hotel, of the shares and/or any other similar corporate interest during the first 2 (two) years of the initial period.
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In case the delivery of GIC II Hotel is delayed from January 1, 2024, we will be responsible to pay U.S.$5,000 to Hyatt Inclusive
Collection for each late day, which will be capped at U.S.$500,000.
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Termination Events
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Hyatt Inclusive Collection may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to
a 30-day cure period, except for (i) non-payment of fees or reimbursements, (ii) failure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain
and/or maintain insurance coverage, (vi) failure to provide the amounts required for the operation of the GIC II Hotel, (vii) interference with Hyatt Inclusive Collection’ operations, and (viii) interference with Hyatt Inclusive
Collection’s activities under the GIC II Hotel Management Agreement; (xi) failure to notify the payment priority under the GIC II Hotel Management Agreement (x) failure to meet construction milestones. In such events and if Hyatt
Inclusive Collection terminates the GIC II Hotel Management Agreement, Operadora GIC II shall pay to Hyatt Inclusive Collection, as determined by the latter, (a) damages; or (b) a penalty as described below:
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Before the first year following the execution: U.S.$10 million;
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Following the first year and before the fourth year following the execution: the result of multiplying by three the total sum of
the Administration Fee and the incentive fee for the last 12 months; and
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After the fourth year following the execution: the sum of the Administration Fee and the incentive fee for the last 12 months.
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Operadora GIC II may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to a 30-day
cure period): (i) Hyatt Inclusive Collection fails to make the guaranteed payments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises, (iv) Hyatt Inclusive Collection
fails to renew any permits affecting operations; (v) Hyatt Inclusive Collection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.
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Governing Law
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The GIC II Hotel Management Agreement is governed by the laws of Mexico.
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GIC Complex’s Adjacent Amenities
GIC World Trade Center Sublicense Agreement
On January 15, 2020, the GIC I Trust entered into a sublicense
agreement with Frana Management, S.A.P.I. de C.V. (“Frana”), pursuant to which Frana granted the GIC I Trust an exclusive sublicense for the use and exploitation of the following trademarks: (i) World Trade Center Cancun, (ii) WTC Cancun, and
(iii) the logo (the “Sublicensed Property”) for a period of 10 years starting on the date in which the conditions precedent referred below are fulfilled (the “GIC World Trade Center Sublicense Agreement”).
Murano has yet to begin the process of securing financing for the commencement of the GIC World Trade Center.
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Conditions Precedent
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Registration before the Mexican Institute of Intellectual Property of: (i) the original license agreement; (ii) the Sublicensed
Property; and (iii) the GIC World Trade Center Sublicense Agreement;
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Assignment of the Sublicensed Property in favor of the WTCA; and
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Authorization of the WTCA to recognize the rights of the GIC I Trust.
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Key Terms
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The GIC I Trust shall pay Frana: (i) a single payment of U.S.$250,000 (VAT included) within five business days after the
aforementioned conditions precedent are fulfilled; and (ii) an annual fee of U.S.$25,000 (VAT included) thereafter.
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Within five business days after the aforementioned conditions precedent are fulfilled, the GIC I Trust will deposit U.S.$25,000 in
escrow, to the benefit of Frana. Upon satisfaction of all conditions precedent, Frana may (i) apply the escrow deposit as payment of the first annuity; or (ii) return the escrow deposit to the GIC I Trust.
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Unless otherwise approved by the WTCA in writing, the Sublicensed Property shall be used only in connection with: (i) the
trade-related services described in WTCA’s Service Quality Standards Development and Certification Guide for 2015, as may be revised or amended by WTCA from time to time; and (ii) the branding of a facility owned by the GIC I Trust in the
GIC I property or owned by a third party in the GIC I Hotel and branded in accordance with the original license agreement.
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•
|
Termination Events
|
|
•
|
Frana may seek an early termination of this agreement if the GIC I Trust: (i) fails to comply its obligations under the original
license agreement; (ii) fails to request the authorization of WTCA to recognize the GIC I Trust’s rights within 30 days since the execution of this agreement; (iii) becomes insolvent or bankrupt; (iv) assigns or transfers its rights under
this agreement without the prior written consent of Frana; and/or (v) the GIC I Trust or its employees, representatives or personnel, engages in any illegal conduct or activity involving the Sublicensed Property.
|
|
•
|
The GIC I Trust may terminate this agreement under the following circumstances: (i) Frana fails to fulfill its payment obligations
for a period of one year; (ii) the GIC I Trust has not commenced use of the Sublicensed Property within three consecutive years after this agreement has become effective; (iii) Frana notifies the GIC I Trust on more than three occasions
within a one-year period that the GIC I Trust is not furthering the purposes of the WTCA; (iv) Frana becomes insolvent or bankrupt, assigns or transfers its rights under this agreement without the prior written consent of the GIC I Trust
or it its employees, representatives, personnel, engages in any illegal conduct or activity involving the Sublicensed Property.
|
|
•
|
Governing Law
|
|
•
|
The GIC World Trade Center Sublicense Agreement is governed by the laws of Mexico.
|
Murano has not yet begun the process of securing financing for
the commencement of the GIC World Trade Center.
Description of Certain Financing Agreements
See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” for a discussion of the main provisions of our financing agreements relating to our properties, including provisions whereby some of our properties are pledged as collateral
under such financings.
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MANAGEMENT
References in this section to “we”, “our”,
“us” and the “Company” generally refer to Murano and its combined subsidiaries, prior to the Business Combination and Murano and its consolidated subsidiaries after giving effect to the Business Combination.
Directors and Senior Management
The table below sets forth our executive officers and directors.
Our board of directors (“Board”) is comprised of six directors: Elías Sacal Cababie, Marcos Sacal Cohen, David James Galan, Keith Graeme Edelman, Patrick Joseph Goulding, and Theodore Allegaert.
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Name
|
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|
Position
|
|
|
Age
|
|
|
Expiration
|
|
Elías Sacal Cababie
|
|
|
Chairman of the Board and Chief Executive Officer
|
|
|
59
|
|
|
2025
|
|
Marcos Sacal Cohen
|
|
|
Director and Chief Operating Officer
|
|
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32
|
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2027
|
|
David James Galan
|
|
|
Director and Global Chief Financial Officer
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|
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51
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|
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2026
|
|
Keith Graeme Edelman
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Director
|
|
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74
|
|
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2025
|
|
Patrick Joseph Goulding
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Director
|
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61
|
|
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2027
|
|
Theodore Allegaert
|
|
|
Director
|
|
|
60
|
|
|
2028
|
|
|
|
|
|
|
|
|
|
|
|
Biographical Information
Elías Sacal Cababie, 59, founded BVG World, S.A. de C.V. (“Bay View Grand,” currently Murano World, S. A. de C. V) in 1996 and has served as chairman
of the board of directors of GIC I Trust since 2018. Additionally, Mr. Cababie is the Chief Executive Officer of Grupo Murano. Since 2009. Mr. Cababie is a leader within Mexico’s tourism and lodging industry with over 20 years of experience
developing, acquiring and financing real estate. Between 1998 and 2008, Mr. Cababie developed the “Second Home Living” business focused on international buyers interested in owning a vacation home in Mexico. Previously, Mr. Cababie was a
director on the board of Archiao Limited, a New York City and Dublin software company, from 2014 to 2018. Mr. Cababie has developed multiple residential real estate projects in beach cities including Puerto Vallarta, Mexico City, and Cancún.
Mr. Cababie is a member of the boards of trustees of the Mexico’s National Museum of Anthropology, the Mexican Federation of Associations of Friends of Museums, and is an adviser to the Princess Grace Foundation (Monaco). We believe that
Mr. Cababie is qualified to serve as a member of our board of directors because of his extensive business, real estate, and leadership experience, including leadership of Bay View Grand and Grupo Murano.
Marcos Sacal Cohen, 32, is the Chief Operating Officer of Murano Group, where he oversees various high-value projects. Notably, he has managed the construction and sale of Residencial Marina BVG Ixtapa for over U.S.$89 million, facilitated the sale of
Residencial Villa Alejandra BVG for U.S.$48 million, and contributed to the successful sale of Grand Venetian BVG Vallarta for U.S.$300 million. Sacal Cohen holds a bachelor’s degree in business administration from Universidad Anahuac in Mexico
City, and he has furthered his education with a specialization in corporate finance from ITAM and a diploma with certification in Project Evaluation from Harvard University. With his extensive expertise, he has secured financing exceeding
$400 million and successfully concluded the construction of over 1,400 rooms. Moreover, he has adeptly secured management agreements with top-tier companies. His leadership was instrumental in navigating the process of a public listing on
Nasdaq.
David James Galan, 51, is the Global Chief Financial Officer, and joined Murano in September 2023. Before joining Murano, Mr. Galan served from 2019 to 2023 as the Chief Financial Officer of Kibbutz Holding S.a.r.l, Dekel Real Estate Holding, S.A. From
2016 to 2019 David served initially as Chief Financial Officer and subsequently Chief Executive Officer of London Stock Exchange listed Zinc Media Group PLC, which grew to be one of the UK’s leading independent TV production businesses.
Mr. Galan is a UK Chartered Accountant, having qualified at Arthur Andersen in London in the audit and then corporate finance divisions. Post qualification he spent several years working in investment banking, specializing in small-cap IPOs and
M&A. Mr. Galan has over 20 years’ experience in preparing companies for public markets, equity and debt fundraising, investor relations as well as recent real estate and hospitality industry experience. Mr. Galan is a UK resident and based
in London. We believe Mr. Galan is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience.
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Keith Graeme Edelman, 74, is an independent director of Murano. He is the Chairman of Headlam Group PLC, a floor coverings distributor, Chairman of Revolution Bars Group PLC, an operator of premium bars and pubs, and JQB, an online
retailer of gold and gold coins. He has been a public company director of FTSE 100, FTSE 250, and other small cap quoted companies for over 30 years. He has worked in a broad range of consumer industries including hotels at Ladbroke Group where
he spearheaded the acquisition of Hilton International for $1.9 billion, media at Carlton Communications PLC and retail at Storehouse PLC In addition, he has extensive property experience gained at Ladbroke Group, managing extensive retail
property portfolios and latterly at Arsenal. His last executive role was at Arsenal Football Club where, as Managing Director, he was responsible for the development of the Emirates Stadium and the redevelopment of the old Highbury Stadium into
725 residential unit. The whole project was delivered on time and within budget. Since then, Mr. Edelman has held non-executive positions at a number of companies and was involved in of the Superdry PLC and Revolution Bars Group PLC IPOs. We
believe Mr. Edelman is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience.
Patrick Joseph Goulding, 61, is a director of Murano. He is a real estate and finance industry veteran with more than 30 years of management experience in public and private corporations. Most recently, Mr. Goulding has provided
consulting services to a variety of firms across the finance sector in the US and United Kingdom with a particular focus on capital markets strategy including M&A and financing. Throughout his career he has served as Chief Financial Officer
of a number of public and private entities across the globe and has deep knowledge and experience having worked in the US, the United Kingdom, Australia and The Netherlands through his career. Mr. Goulding previously served as a Managing
Director and Head of Finance for Morgan Stanley’s global real estate investment business. He also held senior finance roles within the real estate businesses of Schroders, ING and Lend Lease. In his various roles he was an officer or director
of a significant number of those firm’s businesses. Mr. Goulding attended the South East Technological University (Ireland) before completing his Chartered Accountant qualification with PricewaterhouseCoopers. He is a Fellow of Chartered
Accountants Ireland. We believe Mr. Goulding is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience.
Theodore Allegaert, 60, is an independent director of Murano. He is a U.S.-qualified lawyer with over twenty-five years of commercial legal experience, including thirteen years in private practice at preeminent firms in Silicon Valley and New York and a
decade of experience in senior in-house roles at multinational companies in the U.S. and the U.K. He currently serves as Chief Legal Officer of Nasdaq-listed Zapp Electric Vehicles Group Ltd. Previously, he served from 2017-2020 as Chief Legal
Officer at Nasdaq-listed Ferroglobe PLC (initially as Deputy), after serving as Deputy General Counsel of its formerly Nasdaq-listed U.S. subsidiary Globe Specialty Metals, Inc. from 2011-15. From 2015-16 and from 2021-23, Mr. Allegaert was
self-employed, serving as a contract general counsel and legal and compliance consultant to international businesses in Asia and the U.K. Mr. Allegaert holds a bachelor’s degree from Columbia University and a Juris Doctor degree from The
University of Chicago Law School.
Family Relationships
Elías Sacal Cababie and Marcos Sacal Cohen are related as father
and son.
Share Ownership
The shares and any outstanding beneficially owned by our
directors and officers and/or entities affiliated with these individuals are disclosed in “Major Shareholders and Related Party Transactions.”
Compensation of Directors and Officers
For the year ended December 31, 2024, the aggregate amount of
compensation we paid to all members of Murano’s management was Ps.$32.1 million, which amount includes compensation paid to the members of our Board of Directors for attending meetings of the Board of Directors and its Committees, the salaries of
our senior management, including of our Chief Operating Officer, and the salary of the Chairman of our Board of Directors. Of the Ps.$32.1 million that we paid to members of Murano’s management, $3.6 million was paid as base compensation and
cash-based performance bonuses, including pension and post-employment benefits.
Elías Sacal Cababie’s employment agreement provides for an
indefinite period. He serves as Chief Executive Officer of Murano Group and does not receive a base salary for his functions as he is the main shareholder of Murano Group.
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The following table discloses the amount of compensation paid
to our senior management for the years ended December 31, 2024, 2023, and 2022:
Our “senior management” includes the Board of Directors Chief
Executive Officer, the Chief Operating Officer and Chief Financial Officer.
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
Year
|
|
|
Salary
(Ps.$)
|
|
|
Bonus
(Ps.$)
|
|
|
Option
Awards
(Ps.$)
|
|
|
All Other
Compensation
(Ps.$)
|
|
|
Total
(Ps.$)
|
|
2024
|
|
|
28,470,801
|
|
|
2,927,735
|
|
|
|
|
|
702,656
|
|
|
32,101,192
|
|
2023
|
|
|
28,065,770
|
|
|
|
|
|
|
|
|
|
|
|
28,065,770
|
|
2022
|
|
|
17,133,989
|
|
|
|
|
|
|
|
|
|
|
|
17,133,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All non-executive directors are subject to a director
compensation policy applying a uniform amount of cash compensation and Murano Group equity on an annual basis. Directors appointed to committees receive an additional per committee stipend. Directors performing the duty of Committee Chair or Lead
Independent Director receive an additional stipend. External advice will be taken when reviewing director compensation.
Board Practices
Foreign Private Issuer Exemption
Under Nasdaq rules, a “foreign private issuer,” as defined by the
SEC, such as Murano generally is permitted to follow home country rules with regard to corporate governance practices, instead of the comparable requirements of the applicable Nasdaq rules, other than with respect to certain matters including,
among others, the requirement that the issuer have a majority of independent directors, the audit committee, compensation committee, and nominating and corporate governance committee requirements, the requirement to disclose third-party director
and nominee compensation, and the requirement to distribute annual and interim reports.
In the interest of transparency, as a foreign private issuer,
Murano will not follow the requirement applicable for U.S. listed companies to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports. In addition, Murano has elected to comply with
the corporate governance rules set forth by the laws of Jersey and in the Company's memorandum and articles of association in lieu of the requirements of Rule 5600 of the Nasdaq corporate governance rules (with the exception of those rules that
we are advised the Company is required to follow pursuant to the provisions of Rule 5615(a)(3) of the Nasdaq corporate governance rules).
We also inform you of the following nuances with respect to
certain of our other corporate governance practices as of the date of this prospectus, subject to future changes or additions from time to time (that would be publicly disclosed):
|
•
|
our Board of Directors and Audit Committee (“AC”) will hold fiduciary duties and liability for our accounts and annual filings, as
opposed to them being signed off by our Chief Executive Officer and Chief Financial Officer with oversight by the AC;
|
|
•
|
our shareholders are required by home country law to appoint our auditor, which therefore goes into the general shareholders
meeting circular each year. Our AC does not itself appoint the auditor, they only recommend them for appointment; and
|
|
•
|
our shareholders are not required to vote to issue shares, which is delegated directly to our Board of Directors under our
Articles and in our Compensation & Governance Committee charter.
|
Murano intends to take all actions necessary for it to maintain
compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and Nasdaq corporate governance rules and listing standards.
Because Murano is a foreign private issuer, its directors and
senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the
Exchange Act and related SEC rules.
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Controlled Company
For purposes of the rules of the Nasdaq, Murano is a “controlled
company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Upon completion of the Business Combination,
Elías Sacal Cababie owned more than 50% of the outstanding Murano Ordinary Shares. Accordingly, Murano may be eligible to take advantage of certain exemptions from certain Nasdaq corporate governance standards.
Corporate Governance
We have structured our corporate governance in a manner that we
believe closely aligns our interests with those of our shareholders following the Business Combination. Notable features of our corporate governance include:
|
•
|
we have independent director representation on our Audit, Compensation & Governance, and Nominations committees, and our
independent directors meet with sufficient frequency to allow our Board to manage and control our business in executive sessions without the presence of our corporate officers or non-independent directors;
|
|
•
|
at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC; and
|
|
•
|
we implement a range of other corporate governance practices, including implementing a robust director education program.
|
Our Board has adopted Corporate Governance Guidelines, which are
available on our website. The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.
Independence of our Board of Directors
Audit Committee
Our Audit Committee will be responsible for, among other
things:
|
•
|
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
|
|
•
|
discussing with our independent registered public accounting firm their independence from management;
|
|
•
|
reviewing, with our independent registered public accounting firm, the scope and results of their audit;
|
|
•
|
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
|
|
•
|
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm
the annual financial statements that we file with the SEC;
|
|
•
|
overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
|
|
•
|
reviewing our policies on risk assessment and risk management;
|
|
•
|
reviewing related person transactions; and
|
|
•
|
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls
or auditing matters.
|
The members of our Audit Committee, Keith Graeme Edelman and
Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership. In addition, all of the audit committee members
meet the requirements for financial literacy under applicable SEC and Nasdaq rules and at least one of the members
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qualifies as an “audit committee financial expert,” as such term is defined in
Item 407(d) of Regulation S-K. The Board has adopted a new written charter for the Audit Committee, which is available on our website. The reference to our website address in this prospectus does not include or incorporate by reference the
information on our website into this prospectus.
Compensation & Governance Committee
Our Compensation and Governance committee will be responsible
for, among other things:
|
•
|
reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either
alone or, if directed by the board of directors, in conjunction with a majority of the independent members of the board of directors) the compensation of our Chief Executive Officer;
|
|
•
|
overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors
regarding the compensation of our other executive officers;
|
|
•
|
reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based
plans, policies and programs;
|
|
•
|
reviewing and approving all employment agreement and severance arrangements for our executive officers;
|
|
•
|
making recommendations to our board of directors regarding the compensation of our directors; and
|
|
•
|
retaining and overseeing any compensation consultants.
|
The members of our Compensation and Governance committee, Keith
Graeme Edelman and Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership, including the
heightened independence standards for members of a compensation committee. Our Board has adopted a new written charter for the compensation and governance committee, which is available on our website. The reference to our website address in this
prospectus does not include or incorporate by reference the information on our website into this prospectus.
Nominations Committee
Our nominations committee will be responsible for, among other
things:
|
•
|
identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of
directors;
|
|
•
|
overseeing succession planning for our Chief Executive Officer and other executive officers;
|
|
•
|
periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of
directors;
|
|
•
|
reviews developments in corporate governance practices;
|
|
•
|
overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and
|
|
•
|
developing and recommending to our board of directors a set of corporate governance guidelines.
|
The members of our Nominations Committee, Keith Graeme Edelman
and Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to nominations committee membership. Our Board has adopted a new written
charter for the Nomination Committee, which is available on our website. The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.
Risk Oversight
Our board of directors is responsible for overseeing our risk
management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the
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implementation of risk mitigation strategies by management. Our audit committee
is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership
structure.
Code of Ethics
Our Board has adopted a Code of Business Conduct and Ethics
applicable to our directors, executive officers and team members that complies with the rules and regulations of Nasdaq and the SEC. The Code of Business Conduct and Ethics is available on our website. In addition, we intend to post on the
Corporate Governance section of our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics. The reference to our website
address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.
Employees
As of December 31, 2024, Murano directly and indirectly employed
approximately 1,088 employees worldwide at its corporate offices and on-site at its resorts. Murano believes relations with its employees are good. Murano estimates that 579 of these employees are represented by labor unions. Third-party service
providers hire a significant number of employees to perform services for Murano and its affiliates, as is customary in the industry.
Share Ownership
Information regarding the ownership of Murano’s ordinary shares
by Murano’s directors and executive officers is set forth in “Principal Shareholders” in this Prospectus.
Disclosure of a Registrant’s Action to Recover Erroneously
Awarded Compensation
Not applicable.
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PRINCIPAL SHAREHOLDERS
The following table sets forth information relating to the
beneficial ownership of Murano’s ordinary shares as of December 31, 2024 by:
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares;
|
|
•
|
each of our directors;
|
|
•
|
each of our named executive officers; and
|
|
•
|
all of our directors and executive officers as a group.
|
Beneficial ownership is determined in accordance with the rules
of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of
that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the
computation of the percentage ownership of any other person.
As of March 21, 2024 Murano’s ordinary shares issued after giving
effect to the Business Combination were 79,242,873.
As of December 31, 2024 the percentage of Murano’s ordinary
shares beneficially owned is computed on the basis of 79,305,736 ordinary shares issued and outstanding.
|
|
|
|
|
|
|
|
|
Beneficial Owners(1)
|
|
|
Number of
Ordinary
Shares
|
|
|
Percentage of
all
Ordinary
Shares
|
|
5% shareholders:
|
|
|
|
|
|
|
|
Elías Sacal Cababie
|
|
|
69,152,609
|
|
|
87.2%
|
|
Shawn Matthews(2)
|
|
|
8,812,500
|
|
|
11.1%
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
Elías Sacal Cababie
|
|
|
69,152,609
|
|
|
87.2%
|
|
Marcos Sacal Cohen
|
|
|
—
|
|
|
*
|
|
David James Galan
|
|
|
—
|
|
|
*
|
|
Keith Graeme Edelman
|
|
|
—
|
|
|
*
|
|
Theodore Allegaert
|
|
|
—
|
|
|
*
|
|
Patrick Joseph Goulding
|
|
|
—
|
|
|
*
|
|
All directors and executive officers
as a group
|
|
|
69,152,509
|
|
|
87.2%
|
|
|
|
|
|
|
|
|
|
(*)
|
Less than 1% individually.
|
|
(1)
|
Unless otherwise noted, the business address of each of our shareholders is 25 Berkeley Square, London W1J 6HN.
|
|
(2)
|
HCM Investor Holdings, LLC is the record holder of such shares. Mr. Matthews is the managing member of HCM Holdings. As such, each
of HCM Holdings and Mr. Matthews may be deemed to share beneficial ownership of the ordinary shares held directly by HCM Holdings. Mr. Matthews disclaims any beneficial ownership of the ordinary shares held directly by HCM Holdings, and
disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
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SELLING SECURITYHOLDERS
The Selling Securityholders listed in the table below may from
time to time offer and sell any or all of the ordinary shares and warrants set forth below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons listed in the table below, and the
pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Securityholders’ interest in the ordinary shares and warrants after the date of this prospectus.
The following table sets forth certain information provided by or
on behalf of the Selling Securityholders concerning the ordinary shares and warrants that may be offered from time to time by each Selling Securityholder pursuant to this prospectus. The Selling Securityholders identified below may have sold,
transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the Selling Securityholders, including
regarding the identity of, and the securities held by, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary. Each Selling
Securityholder may sell all, some or none of such securities in this offering.
The percentage of total share capital of each Selling
Securityholder is computed of the basis of 79,315,662 ordinary shares issued and outstanding.
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|
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|
||||||
|
|
|
|
Securities
Owned Before
the Offering
|
|
|
Securities
to be Sold
|
|
|
Securities Owned
After the Offering
|
||||||
|
Name of Selling Securityholder
|
|
|
Ordinary
Shares
|
|
|
% of
Total
Share
Capital
|
|
|
Ordinary
Shares
|
|
|
Ordinary
Shares
|
|
|
%
|
|
HCM Investor Holdings, LLC(1)
|
|
|
8,812,500
|
|
|
11.3%
|
|
|
8,737,500
|
|
|
8,812,500
|
|
|
11.3%
|
|
ESC(2)
|
|
|
69,152,609
|
|
|
88.3%
|
|
|
69,100,000
|
|
|
69,152,609
|
|
|
88.3%
|
|
Jacob Loveless(3)
|
|
|
25,000
|
|
|
*
|
|
|
25,000
|
|
|
25,000
|
|
|
*
|
|
Steven Bischoff(4)
|
|
|
25,000
|
|
|
*
|
|
|
25,000
|
|
|
25,000
|
|
|
*
|
|
David Goldfarb(5)
|
|
|
25,000
|
|
|
*
|
|
|
25,000
|
|
|
25,000
|
|
|
*
|
|
YA II PN, Ltd.(6)
|
|
|
253,070
|
|
|
*
|
|
|
51,852,657
|
|
|
253,070
|
|
|
*
|
|
Total
|
|
|
78,293,179
|
|
|
99.6%
|
|
|
129,765,157
|
|
|
78,293,179
|
|
|
99.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Less than 1%.
|
|
(1)
|
HCM Holdings is the record holder of such shares. Mr. Matthews is the managing member of HCM Holdings. As such, each of HCM
Holdings and Mr. Matthews may be deemed to share beneficial ownership of the ordinary shares held directly by HCM Holdings. Mr. Matthews disclaims any beneficial ownership of the ordinary shares held directly by HCM Holdings, and
disclaims any beneficial ownership of such shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The address of HCM Investor Holdings, LLC is 100 First Stamford Place, Suite 330, Stamford,
Connecticut 06902.
|
|
(2)
|
The address of Elías Sacal Cababie is 25 Berkeley Square, London W1J 6HN.
|
|
(3)
|
The address of Jacob Loveless is 100 First Stamford Place, Suite 330, Stamford, Connecticut 06902.
|
|
(4)
|
The address of Steven Bischoff is 100 First Stamford Place, Suite 330, Stamford, Connecticut 06902.
|
|
(5)
|
The address of David Goldfarb is 100 First Stamford Place, Suite 330, Stamford, Connecticut 06902.
|
|
(6)
|
Investment decisions for YA II PN, Ltd. are made by Mr. Mark Angleo. The business address for YA II PN, Ltd. is 1012 Springfield
Avenue, Mountainside, NJ 07092.
|
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RELATED PARTY TRANSACTIONS
The table below sets forth the entities the Murano Group has
engaged in related party transactions with and their relationship to the Murano Group:
|
|
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|
|
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Related Party
|
|
|
Relationship to Murano Group
|
|
Impulsora Turistica de Vallarta, S. A. de C. V. (ITV)
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|
|
A Mexican corporation (sociedad anónima) owned 0.000001% by ESAGRUP
(Company in which Elías Sacal Cababie holds 99.99% of its equity).
|
|
Puerto Varas, S. A. de C. V. (Puerto Varas)
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|
|
A Mexican corporation (sociedad anónima) owned 50.00% by ESAGRUP (Company
in which Elías Sacal Cababie holds 99.99% of its equity).
|
|
Elías Sacal Cababie
|
|
|
Founder and Chief Executive Officer of Murano.
|
|
Marcos Sacal Cohen
|
|
|
Chief Operating Officer of Murano and son of Elías Sacal Cababie.
|
|
E.S. Agrupación, S.A. de C.V.
|
|
|
A Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds
99.99% and BVG Infraestructura holds 0.01% of its equity.
|
|
Sofoplus, S. A. P. I. de C. V., SOFOM, ER (Sofoplus)
|
|
|
A Mexican Stock Market Promotion Company (S. A. P. I. by its acronym in
Spanish) in which Harry Sacal Cababie holds 0.1% of its equity and 99.99% indirectly.
|
|
Inmobiliaria Insurgentes 421, S.A. de C.V.
|
|
|
A Mexican corporation (sociedad anónima) in which the Insurgentes Security
Trust holds 99.99% of its equity.
|
|
Murano World, S.A. de C.V.
|
|
|
A Mexican corporation (sociedad anónima) in which Murano PV, S.A. de C.V.
holds 99.9999% and Murano Management, S.A. de C.V. holds 0.0001% of its equity.
|
|
BVG Infraestructura, S.A.de C.V.
|
|
|
A Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds
99.9999992% of its equity.
|
|
|
|
|
|
Provision of Administrative Services
ITV
During 2024 and for the year ended December 31, 2023, there were
no services provided to ITV. For the year ended December 31, 2022, the Murano Group provided services to ITV. The services consisted primarily of administrative services. For the year ended December 31, 2022, the Murano Group accrued a total of
Ps.$1,370,344 (U.S.$66,812) in administrative services. As of December 31, 2024, 2023 and 2022 there were no remaining balances to collect under the services agreement.
Puerto Varas
For the year ended December 31, 2024 there were no services
provided s to Puerto Varas. For the years ended December 2023, and 2022, the services consisted primarily of administrative services in the amount of Ps.$1,761,896 (U.S.$85,903) and Ps.$667,891 (U.S.$32,564) respectively. As of December 31, 2024,
2023 and 2022, there was no balance pending to collect under the services agreement.
Related Party Loans
ITV
On May 2, 2021, ITV made a 36-month loan (subsequently amended to
48-months on May 3, 2021) to Murano World, S. A. de C. V., for a total amount of Ps.$97,500,000 (U.S.$4,753,709) at an annual rate of 17.75%. As of December 31, 2023 and 2022, the outstanding balance of this loan, including interest was
Ps.$39,121,151 (U.S.$1,907,390) and Ps.$58,078,077 (U.S.$2,831,654), respectively. On May 2, 2024, the maturity of this loan was extended for one additional year. On October 31, 2024, the outstanding balance of this loan was repaid in full.
On April 30, 2024, ITV granted a 36-month loan to Murano World in
the amount of Ps.$17,200,000 (U.S.$838,603) with an interest rate of 17.75% and payments of principal after 12 months of the signing date. On October 31, 2024, the outstanding balance of this loan was repaid in full.
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For the years ended December 31, 2024,2023 and 2022, the
Murano Group paid interest in the amount of Ps.$2,368,211(U.S.$115,464) Ps.$7,608,336 (U.S.$370,952) and Ps.$15,159,574 (U.S.$739,120), respectively.
Elías Sacal Cababié
On February 9, 2023, Murano World, S.A. de C.V. granted a
12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of Ps.$7,900,000 (U.S.$385,172) at a monthly variable rate of TIIE 28 plus a spread of 3%. The outstanding balance of this loan was paid during
December 2023.
On February 10, 2023, Murano World, S.A. de C.V. granted a
12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$2,865,000 at a monthly variable rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.
On September 26, 2023, Murano World, S.A. de C.V. granted a
12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$3,200,000 at a monthly variable rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.
On April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month
loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of Ps.$2,000,000 (U.S.$97,512) at a monthly variable rate of TIIE 28 plus a spread of 3%. As of December 31, 2024, the outstanding balance of this loan
was repaid on March 8, 2024, as part of the capital restructuring as described in Note 2.c of the Murano Group Consolidated and Combined Financial Statements.
On April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month
loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of U.S.$438,611 at a monthly variable rate of 3M SOFR plus a spread of 3%. The principal amount was paid on March 8, 2024, as part of the capital
restructuring as described in Note 2.c of the Murano Group Consolidated and Combined Financial Statements.
ESAGRUP
On February 10, 2023, Murano World granted a 12-month loan to
ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$9,620,660 (U.S.$469,065) at a monthly variable rate of TIIE 28 plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
On March 31, 2023, Murano World granted a 12-month loan to
ESAGRUP on commercially reasonable arm’s length terms for a total amount of U.S.$453,000 at a monthly variable rate of 3M SOFR plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
On April 14, 2023, Murano PV granted a 12-month loan to ESAGRUP
on commercially reasonable arm’s length terms for a total amount of U.S.$359,368 at a monthly variable rate of 3M SOFR plus a spread of 3%. The principal amount was paid on March 8, 2024, as part of the capital restructuring as described in
Note 2.c. of the Murano Group Consolidated and Combined Financial Statements.
On May 5, 2023, Murano PV granted a short-term loan to ESAGRUP of
Ps.$30,000 with a maturity of a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%. The principal amount was repaid on March 8, 2024.
On November 9, 2023, Murano World granted a 12-month loan to
ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$10,000,000 (U.S.$571,373) at a monthly variable rate of TIIE 28 plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
On May 2, 2024, ES Agrupación, S. A. de C. V. granted a loan of
$317,000,000 to Murano World. The lender had agreed to convert the loan balance into a small minority equity interest in the Cancun II project, however, the Group analyzed the merits of this transaction in line with the pipeline development plan
and management decided to repay the balance in full on October 31, 2024.
On May 2, 2024, Murano World granted a loan of up to $14,750,000
to ES Agrupación, S. A. de C. V., which matures in a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
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On May 20, 2024, Murano World granted a loan of up to
U.S.$1,850,000 to ES Agrupación, S. A. de C. V., which matures in one year that accrues interest at a rate of SOFR plus a spread of 3%. As of September 30, 2024, the borrower paid U.S.$647,000. On October 31, 2024, this loan was repaid in full.
Sofoplus
On June 28, 2019, Sofoplus made a 48-month loan to Murano World,
S. A. de C. V. on commercially reasonable arm’s length terms for a total amount of Ps.$100,000,000 (U.S.$4,875,599) at an annual rate of 16.75%. As of December 31, 2022, the outstanding balance of this loan was Ps.$71,179,852 (U.S.$3,470,444).
The remaining balance of this loan was paid on August 24, 2023.
On June 24, 2022, Sofoplus granted a loan agreement to Murano
World S. A. de C.V. of up to U.S.$15,000,000, on commercially reasonable arm’s length terms, with a three-year maturity and an annual interest rate of 15%. Elías Sacal Cababie, Marcos Sacal Cohen and ES Agrupación signed as joint obligors for
this loan. As of December 31, 2024, 2023 and 2022, the outstanding balance of this loan, including interest was Ps.$110,642,225 (U.S.$5,394,471), Ps.$171,153,445 (U.S.$8,344,756) and Ps.$145,231,418 (U.S.$7,080,902).
On October 2023 and April 2024 SGGYP Sureste, S. A. de C. V.
transferred its collection rights of its outstanding invoices with the GIC I Trust to Sofoplus in the amount of Ps.$7,500,000 (U.S.$365,670) and Ps.$3,499,325 (U.S.$170,613), respectively. On November 29,2024 the Group paid Ps.$1,000,000
(U.S.$48,756) to the principal balance of the discounted invoices described above. As of December 31, 2024 the outstanding balance of this discounted invoices was Ps.$9,999,325 (U.S.$487,527).
On September 30, 2024, Murano World signed a loan agreement with
Sofoplus up to U.S.$3,600,000 with disbursements of U.S.$700,000, U.S.$100,000, U.S.$800,000, U.S.$1,000,000 and U.S.$1,000,000 on September 30, 2024, October 3, 2024, October 31, 2024, November 29, 2024, and December 13, 2024, respectively. The
Group used this loan to repay the balance of the secured mortgage loan of U.S.$15,000,000. This loan requires us to pay monthly interest at the annual interest rate of 16% starting on October 1, 2024, with maturity on October 1, 2026. As of
December 31, 2024 the outstanding balance of this loan including interest was Ps.$74,001,162 (U.S.$3,608,000).
For the years ended December 31, 2024,2023 and 2022, the Murano
Group has paid interest of Ps.$26,524,331 (U.S.$1,293,220), Ps.$27,324,815 (U.S.$1,332,248) and Ps.$25,493,235 (U.S.$1,242,948), respectively.
On January 30, 2025, Murano World signed a loan agreement with
Sofoplus up to US. $6,000,000 with draws of U.S.$870,772 and $5,129,228 on January 31, 2025 and February 13, 2025. This loan has to pay monthly interest at the annual interest rate of 16%, with maturity on February 1, 2028.
Inmobiliaria Insurgentes
On July 1, 2023, the lease agreements between (i) Inmobiliaria
Insurgentes 421 (as lessor) and OHI421 (as lessee) and (ii) Inmobiliaria Insurgentes 421 (as lessor) OHI421 Premium (as lessee) became effective. These lease agreements were executed for a 20-year term and their purpose is to lease the property
of the Insurgentes 421 Hotel Complex.
These agreements were negotiated and entered into between related
parties. Therefore, the terms of the Insurgentes Loan Agreements, including consideration payable thereunder, may be less favorable to us than terms negotiated with unaffiliated and third-party lessees. Under both lease agreements, the lessees
must pay a monthly base rent of U.S.$50,000 and an annual variable rent payment based on 95% of the lessees’ annual operating income.
As of December 31, 2024, Inmobiliaria Insurgentes 421 has
received from the lessees, the monthly amount of U.S.$50,000 for base rent concept, which means that the cumulative base rent paid by each lessee was U.S.$600,000. Payments for concept of variable rent under the lease agreements amounted during
2024 Ps.$53,174,238 (U.S.$2,592,563).
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BVG Infraestructura
On March 1, 2023, BVG Infraestructura, S.A. de C.V. granted a
12-month loan to Inmobiliaria Insurgentes 421 for a total amount of U.S.$955,011 at a monthly variable rate of SOFR plus a spread of 3%. As of December 31, 2023, the outstanding balance of this loan was U.S.$709,494. On October 31, 2024, these
loan was repaid in full.
Promissory Notes
Certain Group Companies issued the following promissory notes as
part of the Murano Group Reorganization in order to capitalize Murano Global Investments Limited:
In January 2024, Murano PV, S.A. de C.V. issued a promissory note
in favor of Elías Sacal Cababie for the total amount of Ps.$73,000,000 (U.S.$4,321,189) as a result of the purchase of 103,267,741 shares of Murano World, S. A. de C. V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note
in favor of Elías Sacal Cababie for the total amount of Ps.$18,000,000 (U.S.$1,065,499) as a result of a transfer of the trustee rights of 16,915,151 shares of Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note
in favor of ESAGRUP for the total amount of Ps.$266,500,000 (U.S.$15,775,298) as a result of the purchase of 329,753,574 shares of Murano World, S. A. de C. V. previously owned by ESAGRUP.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note
in favor of ESAGRUP for the total amount of Ps.$542,500,000 (U.S.$32,112,943) as a result of the transfer of the trustee rights of 434,361,612 shares from Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by ESAGRUP.
All the promissory notes described above were issued as part of
the Murano Group Reorganization and used by Elías Sacal Cababie to capitalize Murano Global Investments PLC On March 8, 2024 Murano Global Investments PLC utilized the promissory notes to complete the Murano Group Reorganization by capitalizing
Murano PV and the notes were canceled as a final step in the reorganization.
For more information about Murano Group’s transactions with
related parties please see Note 6 to the Murano Group Consolidated and Combined Financial Statements included elsewhere in this prospectus.
Certain Agreements Related to the Business Combination
In connection with the Business Combination, we entered into the
following agreements:
|
•
|
Sponsor Support Agreement with HCM and HCM Holdings, concurrently with the execution and delivery of the Business Combination
Agreement, pursuant to which HCM Holdings has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Extraordinary Meeting (or validly execute and return and cause such
consent to be granted with respect to), all of its HCM Class B Ordinary Shares in favor of (A) the approval and adoption of the Business Combination Agreement and approval of the Merger and all other transactions contemplated by the
Business Combination Agreement, (B) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of HCM under the Business
Combination Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by HCM for consummation of the
Merger and the other transactions contemplated by the Business Combination Agreement.
|
|
•
|
Assignment, Assumption and Amendment to HCM Warrant Agreement with HCM and Continental, as warrant agent, pursuant to which, as of
the Effective Time (as defined in the agreement), (i) each SPAC Warrant (as defined in the agreement) that is outstanding immediately prior to the Effective Time will no longer represent a right to acquire one HCM Ordinary Share and will
instead represent the right to acquire the same number of Murano Ordinary Shares under substantially the same terms as set forth in the HCM Warrant Agreement entered into in connection with HCM’s IPO and (ii) HCM will assign to Murano all
of HCM’s right, title and interest in and to the existing HCM Warrant Agreement and Murano will assume, and agree to pay, perform, satisfy and discharge in full, all of HCM’s liabilities and obligations under the existing HCM Warrant
Agreement arising from and after the Effective Time.
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•
|
Registration Rights Agreement with HCM Holdings and certain equityholders, containing customary registration rights for HCM
Holdings and the equityholders who are parties thereto.
|
|
•
|
Lock-Up Agreement with HCM Holdings, which was subsequently amended on December 31, 2023, pursuant to which the sponsor has agreed
not to transfer any PubCo Lock-Up Shares held by it during the Lock-Up Period (in each case as defined in the agreement).
|
|
•
|
Vendor Participation Agreement with HCM and HCM Holdings and certain vendors of Murano, pursuant to which such vendors were
entitled to purchase at cost an aggregate of 1,250,000 additional Founder Shares (as defined in the agreement) from sponsor, immediately prior to the consummation of the Business Combination, contingent upon the satisfaction and
cancellation of an aggregate principal amount of $12,500,000 due from Murano.
|
|
•
|
Indemnification agreement granted by Elías Sacal Cababie in favor of HCM Acquisition Corp executed as of March 20, 2024, pursuant
to which, among others, Elías Sacal Cababie shall indemnify and hold HCM and its successors harmless from tax contingencies resulting from (i) the inclusion of BVG Infraestructura, S.A. de C.V. as settlor and beneficiary of F/0455 Trust
and (ii) the segregation of real estate property from the F/0455 Trust, Exitus Trust and GIC II Trust.
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DESCRIPTION OF SHARE CAPITAL
The following description summarizes material
terms of our constitution. Such summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of our constitution, a copy of which has been filed as an exhibit to the
registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our constitution.
The following is a summary of the material terms of the ordinary
shares as set forth in the Murano Organizational Documents and the material provisions of the laws of the Bailiwick of Jersey. This summary does not purport to be complete and is qualified in its entirety by reference to the Murano Organizational
Documents in the form set forth on Exhibit E to the registration statement.
Share Capital
The authorized share capital of Murano is unlimited, shares are
denominated in U.S.$, shares are ordinary shares of no par value each, which may be issued in such class or classes or series as the Murano Board may determine in accordance with the Murano Organizational Documents.
All ordinary shares have equal voting rights and no right to a
fixed income and carry the right to receive dividends that have been declared by the Murano Board. The holders of ordinary shares have the right to receive notice of, and to attend and vote at, all general meetings of Murano. The rights and
obligations attaching to any preferred shares are determined at the time of issue by the Murano Board in its absolute discretion and must be set forth in a statement of rights. Any preferred shares that are issued may have priority over the
ordinary shares with respect to dividend or liquidation rights or both. Upon consummation of the transaction, Murano did not have any preferred shares issued and outstanding. This ability to issue blank check preferred shares means that the
Murano Board has the ability to adopt a shareholder rights plan, or a “poison pill”, in the future.
The Murano Board may issue ordinary shares or preferred shares
without further shareholder action, unless shareholder action is required by applicable law or by the rules of the NYSE, Nasdaq, ASX or other stock exchange or quotation system on which any class or series of Murano’s shares may be listed or
quoted.
Subject to the Murano articles of association and the rights or
restrictions attached to any shares or class of shares, if Murano is wound up and the property of Murano available for distribution among the shareholders is more than sufficient to pay (i) all the debts and liabilities of Murano and (ii) the
costs, charges and expenses of the winding up, the excess must be divided pari passu among the holders of ordinary shares pro rata to the number of ordinary shares held by each member at the time of the
commencement of the winding up (but if any share is not fully paid up, that share shall only carry the right to receive a distribution calculated on the basis of the proportion that the amount paid up on that Murano Ordinary Share bears to the
issue price of that Murano Ordinary Share). If Murano is wound up, the directors or liquidator (as applicable) may, with the authority of a special resolution and subject to the Murano articles of association and any other sanction required by
the Jersey Companies Law: (i) divide amongst the members in specie the whole or any part of the assets of Murano (whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds) and may for such
purpose set such value as he deems fair upon any one or more class or classes of property and may subject to any special rights attached to any shares or the terms of issue thereof determine how such division shall be carried out as between the
members or different classes of members; and (ii) vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator (or the directors, where no liquidator is appointed) with the like authority shall think fit,
and the liquidation of Murano may be closed and Murano dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.
Murano’s registered office address and the address where Murano’s
register of members is maintained is 19-21 Broad Street, St Helier JE2 3RR, Jersey.
Organizational Documents; Jurisdiction
The rights of Murano shareholders are governed by, among other
things, the Murano Organizational Documents and the laws of the Bailiwick of Jersey, including the Jersey Companies Law.
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Voting Rights
Each Murano Share entitles the holder to one vote per share at
any general meeting of shareholders. An ordinary resolution requires approval by the holders of a majority of the voting rights represented at a meeting, in person or by proxy, and voting thereon. A special resolution requires approval by the
holders of two-thirds of the voting rights represented at a meeting, in person or by proxy, and voting thereon (or such greater majority as the Murano articles of association may prescribe).
Voting rights with respect to any class of preferred shares (if
any) are determined by the Murano Board and set out in the relevant statement of rights for such class.
Neither Jersey law nor the Murano articles of association
restrict non-resident shareholders from holding or exercising voting rights in relation of ordinary shares. There are no provisions in the Jersey Companies Law relating to cumulative voting.
No Preemptive Rights
Murano shareholders do not have preemptive rights to acquire
newly issued ordinary shares.
Variation of Rights
The rights attached to any class of ordinary shares, such as
voting, dividends and the like, may, unless their terms of issue state otherwise, be varied by a special resolution passed at a separate meeting of the holders of shares of such class.
Certificated and Uncertificated Shares
Ordinary shares may be held in either certificated or
uncertificated form. Every holder of certificated shares is entitled, without payment, to have a certificate for the shares that it owns executed under Murano’s seal or in such other manner as provided by the Jersey Companies Law.
Transfer of Shares
Generally, fully paid ordinary shares are issued in registered
form and may be freely transferred pursuant to the Murano articles of association unless the transfer is restricted by applicable securities laws or prohibited by another instrument.
Dividends
The Murano Board may declare and pay any dividends from time to
time as the Murano Board may determine. The Murano Board may rescind a decision to pay a dividend, before the payment date, in its sole discretion. The payment of a dividend does not require shareholder confirmation or approval at a general
meeting of the shareholders.
Selling Securityholders of ordinary shares are entitled, subject
to the rules of Nasdaq or other stock exchange or quotation system on which any class or series of Murano’s shares may be listed or quoted (including any rules relating to the transfers of securities), to receive equally, on a per share basis,
any dividends that may be declared in respect of ordinary shares by the Murano Board.
The Murano Board may direct that a dividend will be satisfied
from any available source permitted by law, including wholly or partly by the distribution of assets, including paid up shares or securities of Murano or another company.
Under the Jersey Companies Law, a distribution (including a
dividend) may be debited by a company from any account of that company other than the nominal capital account or a capital redemption reserve. The directors of a Bailiwick of Jersey company which authorize a distribution must make a statutory
solvency statement in the form set out in the Jersey Companies Law.
No dividend or other amounts payable on or in respect of a share
bears interest as against Murano (unless the terms of the share specify otherwise).
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Under the Murano articles of association, all unclaimed
distributions, dividends or other moneys payable on or in respect of a share may be invested or otherwise made use of by the Murano Board for the benefit of Murano until claimed. The payment by the Murano Board of any such distribution, dividend
or other moneys into a separate account shall not constitute Murano a trustee in respect thereof and any distribution or dividend unclaimed after a period of twelve years from the date of declaration of such distribution or dividend or the date
on which such distribution or dividend became due for payment shall be forfeited and shall revert to Murano, but the Murano Board may at its discretion pay any such distribution, dividend or such other moneys or some part thereof to a person who
would have been entitled thereto had the same not reverted to Murano.
Alteration of Share Capital
Under the Jersey Companies Law, Murano may, by special resolution
of its shareholders: increase its share capital; consolidate or sub-divide its share capital; convert shares into or from stock; re-denominate any of its shares into another currency or reduce its share capital, capital redemption reserve or
share premium account in any way.
Redeemable Shares
The ordinary shares are not redeemable. Pursuant and subject to
the Jersey Companies Law and the Murano articles of association, the Murano Board may issue, or with the sanction of a special resolution convert any existing non-redeemable share (whether issued or not) into, a share which is to be redeemed, or
is liable to be redeemed either in accordance with its terms or at the option of Murano or the holder.
Purchase of Own Shares
Subject to the provisions of the Jersey Companies Law and the
Murano articles of association, Murano may purchase its own shares (including any redeemable shares) and either cancel them or hold them as treasury shares.
Under Jersey law, Murano’s purchase of its own shares must be
sanctioned by a special resolution of Murano’s shareholders. If the purchase is to be made on a stock exchange, the special resolution must specify the maximum number of shares to be purchased, the maximum and minimum prices which may be paid,
and the date on which the authority to purchase is to expire (which may not be more than five years after the date of the resolution). If the purchase is to be made otherwise than on a stock exchange, the purchase must be made pursuant to a
written purchase contract approved in advance by a resolution of shareholders. The shares being purchased do not carry the right to vote on the resolution sanctioning the purchase or approving that contract.
Application of Standard Table
The “standard table” of provisions under the Jersey Companies Law
does not apply.
Listing
Ordinary shares are listed on Nasdaq under the symbol “MRNO.”
Warrants
Murano’s Warrants
Each whole Converted Warrant entitles the registered holder to
purchase one Murano Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of (i) 30 days after the completion of the Business Combination and (ii) the date that is twelve
months from the date of the closing of HCM’s IPO. However, no warrants are exercisable for cash unless Murano has an effective and current registration statement covering the Ordinary Shares issuable upon exercise of the warrants and a current
prospectus relating to such Ordinary Shares. Notwithstanding the foregoing, if a registration statement covering the Ordinary Shares issuable upon exercise of the warrants is not effective within a specified period following the consummation of
the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when Murano shall have failed to maintain an effective registration statement, exercise warrants on a cashless
basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption or another exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise
their warrants on a cashless basis. In
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such event, each holder would pay the exercise price by surrendering the warrants
for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of
the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Ordinary Shares for the 10 trading days ending on the trading day prior to the date on which the
notice of exercise is received by the warrant agent. Pursuant to the HCM Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of Ordinary Shares. This means only a whole warrant may be exercised at a given time by
a warrant holder. No fractional warrants will be issued upon separation of the HCM Units and only whole warrants will trade. If, upon exercise of warrants, a holder would be entitled to a fractional interest in an Ordinary Share, Murano will,
upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder. The warrants will expire five years after the completion of our initial business combination, at 5:00 p m., New York City time, or
earlier upon redemption or liquidation.
Redemption of Murano Warrants
Redemption of warrants for cash. Murano may elect to redeem, the outstanding warrants (except as described herein with respect to the private placement warrants), and shall fix a date for redemption (the “Redemption
Date”):
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
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if, and only if, the closing price of the Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a
30-trading day period ending three trading days before Murano sends the notice of redemption to the warrant holders.
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Murano will not redeem the warrants as described above unless a
registration statement under the Securities Act covering the issuance of the Ordinary Shares is then effective and a current prospectus relating to those Ordinary Shares is available throughout the 30-day redemption period. Murano may exercise
our redemption right even if Murano is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If Murano calls the warrants for redemption as described above,
its management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of Ordinary Shares
equal the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of Ordinary Shares over the exercise price of the warrants by (y) the fair
market value.
In the event that Murano elects to redeem all of the redeemable
warrants as described above, Murano will fix a date for the redemption (the “Warrant Redemption Date”). Pursuant to the terms of the Amended and Restated Warrant Agreement, notice of redemption will be mailed by first class mail, postage prepaid,
by Murano not less than 30 days prior to the Warrant Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. In addition, Murano will issue a press
release and file a current report on Form 6-K with the Securities and Exchange Commission containing notice of redemption. Murano is not contractually obligated to notify investors when its warrants become eligible for redemption and does not
intend to so notify investors upon eligibility of the warrants for redemption, unless and until it elects to redeem such warrants pursuant to the terms of the Amended and Restated Warrant Agreement.
Exercise After Notice of Redemption. The Warrants may be exercised, for cash at any time after notice of redemption shall have been given by Murano and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
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The exercise price and number of shares of Ordinary Shares
issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described in the
HCM Warrant Agreement, the warrants will not be adjusted for issuances of shares of Ordinary Shares at a price below their respective exercise prices.
The warrant holders do not have the rights or privileges of
holders of ordinary shares and any voting rights until they exercise their warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of
record on all matters to be voted on by shareholders.
Our Transfer Agent and Warrant Agent
The transfer agent for Murano’s Ordinary Shares and warrant agent
for Murano’s warrants is Continental Stock Transfer & Trust Company. Murano has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders,
directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the
indemnified person or entity.
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DESCRIPTION OF CERTAIN INDEBTEDNESS
The following is a summary of the material terms of certain of our
indebtedness.
11% Senior Secured Notes due 2031
In September 2024, we completed the issuance of an aggregate
principal amount of U.S.$300.0 million of our 11% senior secured notes pursuant to the Indenture. The 2031 Notes will mature on September 2031 and bear interest rate of (a) 11.00% per annum payable in cash, and (b) from the issuance date to
September 2027, 2.00% per annum payable in kind (the “PIK Interest”) at a total rate of 13.00% by capitalizing such PIK Interest (and increasing the principal amount of the outstanding Notes in an amount equal to such PIK Interest) or by issuing
PIK Notes (as such term is defined in the Indenture), payable on a semi-annual basis. The 2031 Notes were issued by the Issuer Trust and guaranteed by Operadora GIC I, CIB/3224 Trust, GIC I Trust and Murano PV, and backed primarily by cash flows
from the GIC I Hotel. The Indenture governing these notes imposes certain conditions upon a consolidation or merger by us and restricts the incurrence of liens and the entering into sale and leaseback transactions by us and our significant
subsidiaries, among other restrictive covenants.
Proceeds from the 2031 Notes were used to refinance existing debt
facilities of the Murano Group (including the GIC I Loan), fund a debt service reserve, cover transaction fees, fund working capital and finance the completion of the GIC I Hotel. This was Murano’s first major debt capital markets transaction as
a public firm, and it was oversubscribed. This financing improved Murano’s capital structure and liquidity, reducing refinancing risk. The 2031 Notes received credit ratings (Ba1/BB) and were placed with institutional investors under
Rule 144A/Reg S.
On March 12, 2025, the Issuer Trust and Tecnología en Cuentas por
Cobrar, S.A.P.I. de C.V., as supervisor under the Issuer Trust, used the amounts on deposit in the debt service reserve account of the Issuer Trust to make the payment of the coupon corresponding to such date.
On April 22, 2025, Operadora GIC I, on behalf of itself and the
Issuer Trust, gave notice of the occurrence of a Rapid Amortization Event (as defined in the Indenture) due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least 1.0:1.0 as of the calculation date falling on
March 31, 2025. Such Rapid Amortization Event (as defined in the Indenture) did not result in the debt being callable under the terms of the 2031 Notes.
On April 30, 2025, the Issuer Trust gave notice to CIBanco, as
trustee of the GIC I Trust, Banco Actinver, S.A., Institución de Banca Múltiple, as onshore collateral agent, and The Bank of New York Mellon, as indenture trustee, that as of the Calculation Date falling on March 31, 2025, the Debt Service
Coverage Ratio was 0.55x.
Under the Indenture, the Company was required to deliver no later
than April 30, 2025, annual audited financial statements of certain subsidiaries as of and for the year ended December 31, 2024. Such subsidiaries unexpectedly required additional time to complete the preparation and review of their respective
annual audited financial statements. On June 4, 2025, the Company delivered an officer's certificate to the trustee and collateral agent of the 2031 Notes, expressing that such subsidiaries plan to deliver the financial statements no later than
June 30, 2025.
As of the date of this prospectus, the Company has retained
specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. Whilst the terms of such a debt restructuring have not yet been agreed with the Company’s various
lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action to address the Group’s financial position and mitigate the risk over our ability to
continue as a going concern. The senior secured note holders of the 2031 Notes have retained a financial advisor to represent them, such discussions have been constructive, and we are working towards a resolution.
Insurgentes Loan
The construction, development and start of operations of the
Insurgentes 421 Hotel Complex have been financed through a loan facility entered into on September 29, 2022, Inmobiliaria Insurgentes 421, as borrower, OHI421 and OHI421 Premium, as joint obligors, and Bancomext, as lender, as amended and
restated from time to time. The principal amount of the facility was U.S.$75 million, with a variable interest rate, divided into two tranches, tranche A for an amount of U.S.$49.5 million and tranche B for an amount of U.S.$25.5 million. The use
of proceeds for tranche A was for the payment and refinancing of a prior loan; tranche B use of
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proceeds was for the financing of the renovation of the Insurgentes 421 Hotel
Complex. On May 25, 2023, the parties amended and restated such loan agreement to increase the credit line with Bancomext from U.S.$75 million to U.S.$100 million pursuant to a new tranche of credit (tranche C).
The quarterly interest payable under the Insurgentes Loan is
equal to term SOFR plus a 3.5% margin and the maturity is October 7, 2037. The proceeds from the Insurgentes Loan were used to refinance certain indebtedness related to the development of the Insurgentes 421 Hotel Complex and pay capital
expenditures related to the development and start of operations of the Insurgentes 421 Hotel Complex.
As of December 31, 2024, the outstanding principal amount under
the Insurgentes Loan was Ps.$2,029.1 million (U.S.$98.9 million).
As part of the collateral to secure the Insurgentes Loan, the
following rights and assets were contributed to the Insurgentes Security Trust:
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Inmobiliaria Insurgentes 421 contributed (i) the property of the Insurgentes 421 Hotel Complex, (ii) its collection rights under
and in respect of each of the Insurgentes Lease Agreements, and (iii) its collection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex, among other rights set forth in the Insurgentes Security Trust;
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OHI421 contributed (i) its collection rights under the Andaz Hotel Management Agreement and related net cash flows and (ii) its
collection rights in regard to any sublease agreement;
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OHI421 Premium contributed (i) its collection rights under the Mondrian Hotel Management Agreement and related net cash flows and
(ii) its collection rights in regard to any sublease agreement;
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Murano PV contributed (i) 500 Series A shares of fixed capital stock and (ii) 434,361,112 Series B shares of variable capital
stock of Inmobiliaria Insurgentes 421;
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Murano PV contributed (i) 49,499 Series A shares of fixed capital stock and (ii) 10,771,066 Series B shares of variable capital
stock of Inmobiliaria Insurgentes 421, which together with the ESAGRUP contribution represent approximately 99.99% of the capital stock of Inmobiliaria Insurgentes 421;
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Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421, which represent
99.99% of the capital stock of OHI421; and
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Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421 Premium, which
represent 99.99% of the capital stock of OHI421 Premium.
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The Insurgentes Loan is governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
The debt service reserve account related to the Insurgentes Loan
has not been funded as of December 31, 2024, and as a result the covenant to maintain such reserve account funded was breached. As of the date of the issuance of the Murano Group Consolidated and Combined Financial Statements, the Group has
requested a waiver of this breach from Bancomext and is in discussions to potentially obtain this waiver in the short term. The Group foresees that other relevant covenants will be in breach for the Insurgentes Loan as the coverage of the debt
service ratio of 1.0 to 1.2 will not be achievable in the next 12 months based on management projections. On January 8, 2025 and April 7, 2025, the Group paid the quarterly interest.
GIC I Loan
The construction, development, equipment and start of operations
of the GIC I Hotel was initially financed through a mortgage loan facility provided by a syndicate of banks including Sabcapital, CaixaBank, Bancomext, Nafin and Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R, as lenders (the “GIC I Senior
Lenders”), pursuant to the terms and conditions of the syndicated senior secured loan agreement dated October 4, 2019 (as amended and restated from time to time, including on July 11, 2022, August 24, 2023 and December 20, 2023), entered into
among the GIC I Trust, as borrower, Operadora GIC I, Operadora GIC II, and Murano World, as joint obligors, the GIC I Senior Lenders, as lenders, and Sabadell, as administrative agent and collateral agent, under which the GIC I Senior Lenders
granted a loan subject to the terms and conditions set forth therein in an aggregate amount of U.S.$239,811,149.50 at an interest rate of term SOFR +4.0116%. The amounts borrowed under the GIC I Loan were used to partially finance the
construction and development of the GIC Complex, among other uses.
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The balance of the GIC I Loan was repaid in full.
GIC I VAT Loan
In order to finance up to 80% of the value added tax payable
during the construction of the GIC I Hotel, the GIC I Trust as borrower and Operadora GIC I as joint obligor, entered into a loan agreement dated as of October 16, 2019, with Bancomext, as lender, pursuant to which Bancomext provided a 12-year
loan on the aggregate amount of U.S.$31,480,000.00 at an interest rate of TIIE 91 days + 2.75% (with borrowings as of 2024 bearing an interest rate of TIIE 28 days + 2.75%), and maturing on June 30, 2034 (as amended, supplemented and/or restated
from time to time, the “GIC I VAT Loan”).
As part of the collateral to secure the GIC I VAT Loan, the GIC I
Trust granted a second ranking mortgage over GIC Private Unit 1, GIC Private Unit 4 and GIC Private Unit 5.
The GIC I VAT Loan was governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
The balance of the GIC I VAT Loan was repaid in full.
Beach Club Loan
The acquisition and development of the beach club property
related to the GIC Complex has been financed through the Beach Club Loan. The annual interest payable under the Beach Club Loan is equal to 10% and the loan matures on December 1, 2030. As of December 31, 2024, the outstanding principal amount of
the Beach Club Loan was Ps.$410.2 million (U.S.$20 million).
As part of the collateral to secure the Beach Club Loan, Murano
World granted a first ranking mortgage in favor of ALG with respect to the Playa Delfines Property where the beach club is located.
The Beach Club Loan is governed by Mexican laws and the parties
are subject to the jurisdiction of the courts of Mexico City.
The Beach Club Loan is in breach as the Group did not pay the
annual interest due in December 2024. The Beach Club Loan has not been accelerated and ALG has not notified any intention to accelerate the Beach Club Loan, however pursuant to IAS 1 “Presentation of Financial Statements”, the Beach Club Loan is
classified as current liability as of December 31, 2024.
Finamo Loans
On January 5, 2024, Murano PV, as borrower, and Elías Sacal
Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to U.S.$26.0 million at a fixed interest rate of 15%, and maturing on January 1, 2030 (as amended, supplemented and/or restated from
time to time, the “Finamo Loan I”). The amounts borrowed under the Finamo Loan were used to partially finance the completion and start of operations of the GIC I Hotel, among other uses. As of December 31,
2024, the outstanding principal amount of the Finamo Loan I was Ps.$22.3 million.
On April 9, 2024, Murano PV, as borrower, and Elías Sacal
Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$100 million at a fixed interest rate of 22%, and maturing on November 15, 2025 (the “Finamo
Loan II”). As of December 31, 2024, the outstanding principal amount of the Finamo Loan II was Ps.$100 million. The amounts borrowed under the Finamo Loan II were used to partially finance the start of operations of the GIC I Hotel,
among other uses.
Additionally, on December 3, 2024, Murano World, as borrower,
Elías Sacal Cababie and Murano PV, as joint obligors, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$144.5 million at a fixed interest rate of 22%, and maturing on December 3, 2025 (the “Finamo Loan III”, and together with the Finamo Loan I and Finamo Loan II, the “Finamo Loans”). The amounts borrowed under the Finamo Loan III were used to paid rents of
hotel equipment. As of December 31, 2024, the outstanding principal amount of the Finamo Loan II and III were Ps.$100 million and Ps.$144.5 million, respectively.
The Finamo Loans are secured by GIC Private Unit 3, which is
owned by the GIC II Trust.
The Finamo Loans are governed by Mexican laws and the parties are
subject to the jurisdiction of the courts of Mexico City.
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The Company did not make interest payments under the Finamo
Loans from January to June 2025. Such payment default could, in certain circumstances which have not yet occurred, trigger cross-defaults under other debt and lease instruments in respect of which the Murano Group is an obligor.
NAFIN Loan
In order to finalize the construction and initiate operations of
the GIC I Hotel, among other uses, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, entered into a loan agreement dated October 17, 2024 with Nafin, as lender, pursuant to which Nafin provided a two year
loan on the aggregate amount of U.S.$70,378,283.27 at an interest rate of SOFR three months + 3.75% to 4.25% (based on the interest period), and maturing on October 17, 2027. As of December 31, 2024, the outstanding principal amount of the Nafin
Loan was Ps.$1,126.8 million (U.S.$54.9 million).
As part of the collateral to secure the Nafin Loan, Murano PV
caused to grant a first ranking mortgage over GIC Private Unit 4 and GIC Private Unit 5, which should be substituted for the GIC Private Unit 3 (the land of the GIC Phase II) and, therefore, the mortgages over GIC Private Unit 4 and GIC Private
Unit 5 should be terminated. Additionally, Murano PV, as settlor and second beneficiary, Nafin, as first beneficiary, and CIBanco, solely in its capacity as trustee (fiduciario), entered into an
irrevocable management trust agreement No. CIB/4470 (Contrato de Fideicomiso Irrevocable de Administración No. CIB/4470), dated November 11, 2024, to establish and manage a debt service reserve account for
the Nafin Loan, the amounts of which are used to comply with the obligations under the Nafin Loan.
The Nafin Loan is governed by Mexican laws and the parties are
subject to the jurisdiction of the courts of Mexico City.
The Murano Group has analyzed the risk of present and future
covenant breaches under the terms of the Nafin Loan agreement, due to non-compliance with: (i) the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025, and (ii) the covenant that requires the substitution of the
collateral with a mortgage over GIC Private Unit 3. The Company has been, and is actively in, discussions with NAFIN to obtain a waiver for these covenants.
Exitus Loan
In order to refinance the Exitus Original Loans, on September 30,
2024, Murano World, as borrower, Exitus, as lender, and ESAGRUP, Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, entered into a secured term loan in an aggregate amount of U.S.$18.1 million at a fixed interest rate of 15%, and
maturing on December 30, 2025 (as amended, supplemented and/or restated from time to time, the “Exitus Loan”). As of December 31, 2024, the outstanding principal amount of the Exitus Loan was
U.S.$18.1 million.
The collateral to secure the Exitus Loan consists of the Exitus
Trust which estate consists of (a) cash flows arising from the Andaz Hotel Management Agreement, the Mondrian Hotel Management Agreement and the GIC I Hotel Management Agreement, (b) real estate property known as “La Costa Bajamar” lot identified
as MP-1 consisting of three fractions of land located in Ensenada, Baja California, (c) real estate property known as “Club de Playa” consisting of lots seven to thirteen located in Fraccionamiento Brisas del Márquez, Mz., E, S/N in Acapulco de
Juárez, Guerrero, and (d) real estate property consisting of private units eight and nine located in different lots and superblocks within the GIC Complex.
The Exitus Loan are governed by Mexican laws and the parties are
subject to the jurisdiction of the courts of Mexico City.
The Murano Group did not make interest payments in respect of the
Exitus Loan from January to June 2025. Such payment default could, in certain circumstances which have not yet occurred, trigger cross-defaults under other debt and lease instruments in respect of which the Murano Group is an obligor.
Sofoplus Loan
In order to repay the Sofoplus Original Loan, among other uses,
on September 30, 2024, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus, as lender, in an aggregate amount of U.S.$3.6 million at a fixed
interest rate of 16%, and maturing on October 1, 2026 (as amended, supplemented and/or restated from time to time, the “Sofoplus Loan I”). As of December 31, 2024, the outstanding principal amount of the
Sofoplus Loan I was Ps.$73.8 million (U.S.$3.6 million).
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Additionally, on January 30, 2025, Murano World, as borrower,
and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus, as lender, in an aggregate amount of up to U.S.$6 million at a fixed interest rate of 16%, and maturing on
February 1, 2028 (the “Sofoplus Loan II”, and together with the Sofoplus Loan I, the “Sofoplus Loans”). The amounts borrowed under the Sofoplus Loan II were used to
repay the original loan with Sofoplus. As of December 31, 2024, the outstanding principal amount of the original loan of Sofoplus was U.S.$5.4 million.
The Sofoplus Loans are governed by the laws of Mexico City and
the parties are subject to the jurisdiction of the courts of Mexico City.
Harry Sacal (Elías Sacal’s brother), owns 32% of Pluscorp S.A.P.I
de C.V., which, in turn, owns 99% of Sofoplus. For more information about Harry Sacal’s participation in Pluscorp S.A.P.I. de C.V., see “Principal Shareholders.”
Santander Revolving Credit Facility
On March 3, 2023, Murano World, as borrower, Santander
International, as lender and Harry Sacal Cababie as pledgor, entered into an uncommitted line of credit agreement in an aggregate amount of U.S.$1.5 million for the use and payment of the credit granted at an ordinary interest of the amount
equivalent to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8%. The Santander Revolving Credit Facility was extended on March 27, 2024, pursuant to which Murano World obtained an additional
U.S.$500,000 (five hundred thousand dollars) to its existing revolving line of credit, converting the principal amount of credit to U.S.$2 million. Murano World agreed to pay to Santander International as ordinary interest the amount equivalent
to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8% per annum for working capital. The Group repaid U.S.$500,000 to the principal amount before year end 2024. On March 7, 2025, the maturity of this loan
was extended for two years to March 7, 2027. The proceeds form the loan are made available by Santander to Murano World, thus the Santander Revolving Credit Facility’s. As of December 31, 2024, the outstanding principal amount was Ps.$30,694,061
(U.S.$25,335,608).
The Santander Revolving Credit Facility is governed by U.S. laws
and the parties are subject to the jurisdiction of the courts of Miami Dade, Florida.
Finamo Sale and Lease Back Agreements
Based on their characteristics, the Finamo Sale and Lease Back
Agreements were classified as sale and lease back agreements for accounting purposes and recognized as debt. As of December 31, 2024, Ps.$282 million was outstanding under these agreements. See “Property, Plant
and Equipment” and Note 10 to the Murano Group Combined Financial Statements for more information about these agreements and our indebtedness.
The Murano Group did not make lease payments in respect of the
Finamo Sale and Lease Back Agreements from January to June 2025. Such lease payment default could, in certain circumstances which have not yet occurred, trigger cross-defaults under other debt and lease instruments in respect of which the Murano
Group is an obligor.
Lease Liabilities
Coppel Lease Agreement
On November 8, 2023, Operadora GIC I, as lessee, Arrendadora
Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease agreement (the “Coppel Lease Agreement”) under which, the parties establish the terms and conditions based on which
the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the parties, in which, additionally, the lessee will have the obligation to pay to the lessor
the rental amount. As of December 31, 2024, Ps.$190.8 million was outstanding under this agreement.
We had $206.7 million of lease liabilities as of December 31,
2024. For further information on our leases, see “Note 9 to the Murano Group Combined Financial Statements.”
As of the date of this prospectus the Group did not make interest
or lease payments, as applicable, under the Coppel Lease Agreement from January to June 2025. Such payment defaults (in addition to defaults existing as of December 31, 2024) could, in certain circumstances which have not yet occurred, also
trigger cross-defaults under other debt and lease instruments in respect of which the Group is an obligor.
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SECURITIES ELIGIBLE FOR FUTURE SALE
As of June 18, 2025, we had 79,315,662 ordinary shares
outstanding and 16,802,197 warrants outstanding, the latter of which entitle the warrant holders to subscribe for an aggregate of 16,802,197 ordinary shares.
All of the ordinary shares and warrants that were issued in
connection with the Business Combination are freely transferable without restriction or further registration under the Securities Act, except as described in the section below.
The registration statement of which this prospectus forms a part
has been filed to satisfy our obligations to register the offer and sale of ordinary shares by the Selling Securityholders pursuant to the Registration Rights Agreement. See “Selling Securityholders.”
We cannot make any prediction as to the effect, if any, that
sales of our ordinary shares or warrants or the availability of such securities for sale will have on the market price of our securities.
Other Agreements Related to the Business Combination Agreement
Registration Rights Agreement and Lock-Up Agreement
In connection with the execution of the Business Combination
Agreement, Murano entered into a Lock-Up Agreement with certain Key Holders (as defined in the Business Combination Agreement), which was subsequently amended and restated on December 31, 2023, pursuant to which each Key Holder has agreed not to
transfer any ordinary shares (“Murano Lock-Up Shares”) held by such Key Holder until the earliest of (a) March 20, 2026, (b) the date on which the last sale price of Murano Lock-Up Shares equals or exceeds $12.00 per share for any 20 trading days
within any 30-trading day period commencing at least 150 days after the closing of the Business Combination or (c) the date on which Murano completes a liquidation, merger, share exchange or other similar transaction that results in all Public
Shareholders of Murano having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-Up Period”). In connection with the execution of the Business Combination Agreement, Murano, and certain equityholders of
Murano entered into a Registration Rights Agreement containing customary registration rights for HCM Holdings and such equityholders who are parties thereto.
Registration Rights
On March 20, 2024, HCM Holdings, certain equityholders of HCM,
and certain equityholders of our company entered into the Registration Rights Agreement, pursuant to which we agreed to use our reasonable best efforts to file a shelf registration statement with respect to the registrable securities defined
therein within 60 days of the closing of the Business Combination. Pursuant to the Registration Rights Agreement, certain current equityholders of HCM and certain current equityholders of our company may request to sell all or a portion of their
registrable securities in an underwritten offering; provided that we will only be obligated to effect an underwritten takedown if such underwritten offering will include registrable securities proposed to be sold with a total offering price
reasonably expected to exceed, in the aggregate, $10,000,000. We also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement provides that we will pay certain expenses relating to such registrations and
indemnify the shareholders against certain liabilities.
Rule 144
All of our issued and outstanding ordinary shares are “restricted
securities” as that term is defined in Rule 144 under the Securities Act (“Rule 144”) and may be sold publicly in the U.S. only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from
the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.
Pursuant to Rule 144, a person who has beneficially owned
restricted ordinary shares or warrants of our company for at least six months would be entitled to sell their securities; provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the
three months preceding, a sale and (ii) our company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as it was required to file reports) preceding the sale.
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Persons who have beneficially owned restricted ordinary shares
or warrants of the Company for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell
within any three-month period only a number of securities that does not exceed the greater of:
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1% of the then issued and outstanding ordinary shares; or
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the average weekly trading volume of our ordinary shares during the four calendar weeks preceding the date on which notice of the
sale is filed with the SEC on Form 144.
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Sales by our affiliates under Rule 144 are also subject to
certain requirements relating to manner of sale, notice and the availability of current public information about us.
Regulation S
Regulation S under the Securities Act provides an exemption from
registration requirements in the United States for offers and sales of securities that occur outside the United States. Rule 903 of Regulation S provides the conditions to the exemption for a sale by an issuer, a distributor, their respective
affiliates or anyone acting on their behalf, while Rule 904 of Regulation S provides the conditions to the exemption for a resale by persons other than those covered by Rule 903. In each case, any sale must be completed in an offshore
transaction, as that term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United States.
We are a foreign issuer as defined in Regulation S. As a foreign
issuer, securities that we sell outside the United States pursuant to Regulation S are not considered to be restricted securities under the Securities Act, and, subject to the offering restrictions imposed by Rule 903, are freely tradable without
registration or restrictions under the Securities Act, unless the securities are held by our affiliates. Generally, subject to certain limitations, holders of our restricted shares who are not affiliates of our company or who are affiliates of
our company by virtue of their status as an officer or director may, under Regulation S, resell their restricted shares in an “offshore transaction” if none of the seller, its affiliate nor any person acting on their behalf engages in directed
selling efforts in the United States and, in the case of a sale of our restricted shares by an officer or director who is an affiliate of ours solely by virtue of holding such position, no selling commission, fee or other remuneration is paid in
connection with the offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Additional restrictions are applicable to a holder of our restricted shares who will
be an affiliate of our company other than by virtue of his or her status as an officer or director of our company.
Rule 701
In general, under Rule 701 as currently in effect, any of our
employees, directors, officers, consultants, or advisors who acquired ordinary shares from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 before the effective date of the
registration statement of which this prospectus is a part and who are not our “affiliates” as defined in Rule 144 during the immediately preceding 90 days, is entitled to rely on Rule 701 to resell such shares beginning 90 days after the date of
this prospectus in reliance on Rule 144, but without complying with the manner of sale, notice requirements, requirements related to the availability of current public information, or volume limitation provisions of Rule 144. The SEC has
indicated that Rule 701 applies to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, and will apply to shares acquired upon exercise of such stock options, including exercises
after the date of this prospectus. Persons who are our “affiliates” may resell those shares beginning 90 days after the date of this prospectus without compliance with minimum holding period requirements under Rule 144. However, the Rule 701
shares would remain subject to applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.
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TAXATION
The following summary of the anticipated tax treatment in Jersey
of Murano and holders of ordinary shares is based on Jersey taxation law and practice as they are understood to apply at the date of this prospectus. It does not constitute, nor should it be considered to be, legal or tax advice and does not
address all aspects of Jersey tax law and practice (including without limitation such tax law and practice as they apply to any land or building situated in Jersey, or as they apply to certain types of persons, such as persons holding or
acquiring shares in the course of trade, collective investment schemes or insurance companies). Holders of ordinary shares should consult their professional advisors on the implications of acquiring, buying, holding, selling or otherwise
disposing of ordinary shares under the laws of any jurisdictions in which they may be liable to taxation. Holders of ordinary shares should be aware that tax rules and practice and their interpretation may change.
Taxation of Murano and of Non-Jersey
Residents
On the basis that Murano is incorporated in Jersey, but is
centrally managed and controlled, and is solely resident for tax purposes, in the United Kingdom, a jurisdiction where the highest rate of corporate tax is at least 10%, Murano will not be liable to pay Jersey income tax other than on certain
Jersey source income (except where such income is exempted from income tax pursuant to the Income Tax (Jersey) Law 1961, as amended). On the basis that Murano is not a financial services company, a utility company, large retailer or involved in
the importation or distribution of hydrocarbon oils and does not hold Jersey real estate, it is subject to income tax in Jersey at a rate of zero per cent on any such income.
Dividends on ordinary shares may be paid by Murano without
withholding or deduction for or on account of Jersey income tax and holders of ordinary shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such shares. It is
possible that the current tax regime applicable in Jersey may be amended and Murano could become subject to taxation in Jersey. Please see in the section entitled “Shareholders of a Jersey Company” in
relation to the status of Jersey resident holders of ordinary shares.
Goods and Services Tax
The States of Jersey introduced a Goods and Services Tax, which
we refer to as GST, with effect from May 6, 2008. A company may opt out of the GST regime by applying to become an international services entity (“ISE”), as provided by the Goods and Services Tax (Jersey)
Law 2007. ISE status is obtained upon meeting certain requirements and paying a prescribed annual fee. As an ISE, a company is exempted both from registering for GST and from accounting for GST on supplies made and received in Jersey solely for
the purpose of its business. It is anticipated that Murano will maintain ISE status and the Murano Board intends to conduct the business of the combined company such that no GST will be incurred by Murano.
Shareholders of a Jersey Company
Any shareholders of a Jersey company who are resident for tax
purposes in Jersey will incur income tax on any dividends paid on the shares held by them.
No stamp duty is levied on the transfer inter vivos, exchange, issue or repurchase of shares (unless the articles of association of the company convey the right to occupy property in Jersey), but there is a stamp duty payable when Jersey grants of probate and letters
of administration are required. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in respect of a holder of shares who is domiciled in Jersey, or situated
in Jersey in respect of a holder of shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% of such estate and such duty is capped at £100,000.
Jersey does not otherwise levy taxes upon capital, inheritances,
capital gains, transactions or gifts nor are there other estate duties.
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CERTAIN MATERIAL UNITED KINGDOM TAX CONSIDERATIONS
Tax Residence
Murano is incorporated in Jersey, but it is intended that it will
be resident for UK tax purposes in the UK by virtue of its central management and control being exercised in the United Kingdom.
Dividends and Disposals
As a matter of current United Kingdom tax law, Murano is not
required to withhold any amounts on account of United Kingdom tax at source from dividend payments it makes in respect of the ordinary shares.
A holder of the ordinary shares who is not resident in the United
Kingdom for United Kingdom tax purposes and does not carry on a trade, profession or vocation in the United Kingdom through a permanent establishment, branch, agency or otherwise in the United Kingdom should not generally be liable to
United Kingdom tax on the receipt of dividends paid in respect of the ordinary shares or on the disposal of ordinary shares.
Stamp Duty and Stamp Duty Reserve Tax
No United Kingdom stamp duty reserve tax will be payable on the
issue of the ordinary shares or any agreement to transfer the ordinary shares.
No United Kingdom stamp duty will be payable on the issue of the
ordinary shares or any transfer of the ordinary shares effected by electronic means. A documentary transfer of any ordinary shares or documentary agreement to transfer any interest in any ordinary shares (where such interest falls short of full
legal and beneficial ownership) may give rise to United Kingdom stamp duty and advice should be taken in this regard.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
This section describes material U.S. federal income tax
consequences to U.S. holders (as defined below) of acquiring, owning and disposing of ordinary shares. This discussion deals only with U.S. Holders that purchase ordinary shares in this offering and hold the ordinary shares as capital assets. It
does not cover all aspects of U.S. federal income taxation that may be relevant to a prospective U.S. Holder's decision to acquire, own or dispose of the ordinary shares (including consequences under any alternative minimum tax or net investment
income tax), and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This discussion also does not address tax considerations applicable to U.S. Holders that will own (directly, indirectly or by
attribution) 10% or more of ordinary shares by vote or value, nor does this section discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such
as HCM Holdings (or investors in, or affiliates of, or other persons treated as related to, HCM Holdings) and its affiliates, financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt
organizations, dealers in securities or currencies, traders in securities that elect to mark their securities to market for U.S. federal income tax purposes, investors that will hold the ordinary shares as part of straddles, hedging transactions
or conversion transactions for U.S. federal income tax purposes, persons that have ceased to be U.S. citizens or lawful permanent residents of the United States, U.S. Holders holding the ordinary shares in connection with a trade or business
conducted outside of the United States, S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein), U.S. citizens or lawful
permanent residents living abroad, U.S. Holders that are required to include amounts in their taxable income in advance of receipt under rules regarding applicable financial statements or U.S. holders whose functional currency is not the U.S.
dollar).
As used herein, the term “U.S. holder” means a beneficial owner
of ordinary shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a
corporation created or organized under the laws of the United States, any state
thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
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The U.S. federal income tax treatment of a partner in an
entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds ordinary shares will depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as partnerships for
U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax consequences to them and their partners of acquiring, owning and disposing of ordinary shares.
This discussion is based on the tax laws of the United States,
including the Code, its legislative history, existing and proposed regulations thereunder, published rulings of the Internal Revenue Service (“IRS”) and court decisions, and the income tax treaty between the United States and the United Kingdom
(the “Treaty”), all as of the date hereof and all subject to change at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this
discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No ruling has been or will be sought from the IRS regarding
any matter discussed below.
ALL PROSPECTIVE INVESTORS IN THE ORDINARY SHARES SHOULD CONSULT
THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF THE ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER
TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Dividends and Other Distributions on Ordinary
Shares
Subject to the passive foreign investment company considerations
discussed below, the gross amount of distributions made by us with respect to ordinary shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will be includible as dividend income in a U.S. Holder’s gross income.
Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Dividends received by non-corporate U.S. Holders may be “qualified dividend
income,” which is taxed at the lower applicable capital gains rate, provided that (1) (i) our ordinary shares are listed on and considered readily tradable on an established securities market in the U.S., or (ii) we are eligible for benefits of
the Treaty, (2) we are not a passive foreign investment company (as discussed below) with respect to the U.S. Holder for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain other requirements are
met. In this regard, our ordinary shares will generally be considered to be readily tradable on an established securities market in the U.S. if they are listed on Nasdaq, as we intend our ordinary shares will be after the offering. U.S. Holders
should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to ordinary shares.
Dividends on the ordinary shares generally will constitute
foreign source income for foreign tax credit limitation purposes. Subject to certain complex conditions and limitations, foreign taxes withheld on any distributions on the ordinary shares may be eligible for credit against a U.S. Holder’s federal
income tax liability. If a refund of the tax withheld is available under the laws of the foreign jurisdiction or under a tax treaty, the amount of tax withheld that is refundable will not be eligible for such credit against a U.S. Holder’s U.S.
federal income tax liability (and will not be eligible for the deduction against U.S. federal taxable income). If the dividends constitute qualified dividend income as discussed above, the amount of the dividend taken into account for purposes of
calculating the foreign tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate applicable to qualified dividend income, divided by the highest rate of tax normally applicable to
dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to ordinary shares will generally constitute “passive
category income.” A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such
holder elects to do so for all creditable foreign income taxes. The foreign tax credit and deduction rules are very complex and have imposed additional requirements and limitations on the ability of U.S. Holders to claim foreign tax credits.
Recent IRS guidance provides temporary relief from some of these additional requirements and limitations, subject to certain requirements being met, until further notice by the IRS. U.S. Holders should consult their tax advisors regarding the
availability of a foreign tax credit in their particular circumstances and the possibility of claiming a deduction (in lieu of the foreign tax credit) for any foreign taxes paid or withheld.
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Sale or Other Taxable Disposition of
Ordinary Shares
Subject to the passive foreign investment company considerations
discussed below, upon a sale or other taxable disposition of ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such
ordinary shares. Any such gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the ordinary shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be
subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations. Gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of
ordinary shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes, which will generally limit the availability of foreign tax credits.
Passive Foreign Investment Company
Considerations
In general, a non-U.S. corporation will be classified as a PFIC
for any taxable year if either: (a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) is attributable to
assets that produce or are held for the production of passive income, including generally cash and various crypto assets. For this purpose, passive income generally includes interest, dividends, royalties and other investment income, with certain
exceptions. For purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly,
25% or more (by value) of the stock.
Under the PFIC rules, if we were considered a PFIC at any time
that a U.S. Holder holds the ordinary shares, we would generally continue to be treated as a PFIC with respect to such U.S. Holder’s investment in those ordinary shares.
Based on our current and expected income and assets (taking into
account the expected cash proceeds and our anticipated market capitalization following the offering), we do not presently expect to be a PFIC for the current taxable year. However, no assurance can be given in this regard because the
determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis after the close of each taxable year and that depends, in part, upon the composition of our income and assets. In addition, the application
of the PFIC rules to companies with our composition of income and assets is subject to significant uncertainty. Fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or subsequent taxable years
because the value of our assets for the purpose of the second part of the test described above may be determined by reference to the market price of our ordinary shares. The composition of our income and assets may also be affected by how, and
how quickly, we use our liquid assets and the cash raised in the offering. The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our income and assets
that are passive under the PFIC rules. Therefore, there can be no assurance that we will not be a PFIC for the current taxable year or for any future taxable year.
If we are a PFIC at any time that a U.S. Holder holds ordinary
shares, any gain recognized by the U.S. Holder on a sale or other disposition of the ordinary shares, as well as the amount of any “excess distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S.
Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a PFIC would be
taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, for that taxable year, and an interest charge would be imposed. For
the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding
three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares if we are considered a PFIC. We do not
intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described
above.
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If we are a PFIC for any taxable year during which a U.S.
Holder holds our ordinary shares and any of our non-U.S. subsidiaries or other corporate entities in which we own equity interests are also classified as PFICs (each a “lower-tier PFIC”), such U.S. Holder would be treated as owning a
proportionate amount (by value) of the shares of each such lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any lower-tier PFICs
we may own.
If we are considered a PFIC, a U.S. Holder will also be subject
to annual information reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in ordinary shares.
Information Reporting and Backup Withholding
Dividend payments with respect to ordinary shares and proceeds
from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct
taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form
W-9. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the
backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules and any additional reporting obligations that may apply as a result of the acquisition, ownership or disposition of the ordinary shares. Failure to comply with certain reporting obligations could result in the imposition of
substantial penalties.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL
TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN ORDINARY SHARES UNDER THE INVESTOR’S OWN CIRCUMSTANCES.
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PLAN OF DISTRIBUTION
We will bear all costs, expenses and fees in connection with the
registration of the securities offered by this prospectus, whereas the Selling Securityholders will bear all incremental selling expenses, including commissions, brokerage fees and other similar selling expenses.
The Selling Securityholders, which as used here includes donees,
pledgees, transferees or other successors-in-interest selling ordinary shares or warrants received after the date of this prospectus from a Selling Securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to
time, sell, transfer or otherwise dispose of any or all of their ordinary shares or warrants on any stock exchange, market or trading facility on which the shares or warrants are traded or in private transactions. These dispositions may be at
fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Securityholders may use any one or more of the
following methods when disposing of shares or warrants:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for their account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the
SEC;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per
share;
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a combination of any such methods of sale; and
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any other method permitted by applicable law.
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The Selling Securityholders may, from time to time, pledge or
grant a security interest in some or all of the ordinary shares or warrants owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares or warrants,
from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, transferee or other
successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders also may transfer the ordinary shares or warrants in other circumstances, in which case the transferees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
In addition, a Selling Securityholder that is an entity may elect
to make a pro rata in-kind distribution of securities to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members,
partners or shareholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may
file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
In connection with the sale of our ordinary shares or warrants,
the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ordinary shares or warrants in the course of hedging the positions they assume.
The Selling Securityholders may also sell our ordinary shares or warrants short and deliver these securities to close out their short positions, or loan or pledge the ordinary shares to broker-dealers that in turn may sell these securities. The
Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer
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or other financial institution of ordinary shares or warrants offered by this
prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Each of the Selling Securityholders reserves the right to accept
and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares or warrants to be made directly or through agents.
The Selling Securityholders and any underwriters, broker-dealers
or agents that participate in the sale of the ordinary shares or warrants may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Securityholders who are “underwriters” within the meaning of Section 2(11) of
the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
In addition, a Selling Securityholder that is an entity may elect
to make a pro rata in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members,
partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement.
To the extent required, our ordinary shares or warrants to be
sold, the names of the Selling Securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set
forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if
applicable, the ordinary shares or warrants may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares or warrants may not be sold unless they have been registered or
qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the Selling Securityholders that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Securityholders and their affiliates. In addition, to the extent applicable we will make copies of this
prospectus (as it may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the Selling Securityholders against
liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the ordinary shares offered by this prospectus.
We have agreed with the Selling Securityholders to keep the
registration statement of which this prospectus constitutes a part effective until all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or the securities have been
withdrawn.
Yorkville has agreed that, during the term of the SEPA, neither
Yorkville nor any of its officers, directors, partners, employees, affiliate or any entity managed or controlled by Yorkville (each, a “Restricted Person”) shall, directly or indirectly, engage in any “short sale” (as such term is defined in
Rule 200 of Regulation SHO of the Exchange Act) of the ordinary shares, and shall further (a) not engage in any agreement, solicitation or understanding with respect to the foregoing, and (b) not take any actions, with respect to locating or
borrowing shares in order to effect short sales or similar transactions regarding the ordinary shares. However, nothing shall prohibit any Restricted Person during the term of the SEPA from: (1) selling “long” (as defined under Rule 200
promulgated under Regulation SHO) the ordinary shares; or (2) selling a number of ordinary shares equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance notice but has
not yet received from the Company.
Lock-Up Restrictions
HCM Holdings and certain of the other Selling Securityholders,
are subject to lock-ups on their ordinary shares. Yorkville is not subject to restrictions on transfer. See “Securities Eligible for Future Sale—Registration Rights Agreement and Lock-Up Agreement.”
147
TABLE OF CONTENTS
EXPENSES RELATED TO THIS OFFERING
We estimate that our expenses in connection with the offer and
sale of our ordinary shares by the Selling Securityholders will be as follows:
|
|
|
|
|
|
SEC Registration Fee
|
|
|
$200,855.83
|
|
FINRA Fee
|
|
|
—
|
|
Printing and Engraving Expenses
|
|
|
—
|
|
Legal Fees and Expenses
|
|
|
$250,000.00
|
|
Accounting Fees and Expenses
|
|
|
$100,000.00
|
|
Miscellaneous Expenses
|
|
|
—
|
|
Total
|
|
|
$550,855.83
|
|
|
|
|
|
Pursuant to the Registration Rights Agreement with HCM Holdings
and the other Selling Securityholders therein, we agreed to pay all expenses relating to the registration of the resale of the securities held by such persons pursuant to this prospectus.
148
TABLE OF CONTENTS
LEGAL MATTERS
Certain legal matters of U.S. federal securities and New York
State laws in connection with this offering will be passed upon for us by Clifford Chance US LLP, New York, NY. The validity of the ordinary shares offered in this offering and certain legal matters as to Bailiwick of Jersey will be passed upon
for us by Mourant Ozannes (Jersey) LLP.
149
TABLE OF CONTENTS
EXPERTS
The Consolidated and Combined Financial Statements of Murano
Global Investments PLC and subsidiaries as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024, have been included herein in reliance upon the report of KPMG Cárdenas Dosál, S.C., independent
registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
The audit report covering the consolidated and combined financial
statements of Murano Global Investments PLC and subsidiaries as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31, 2024 contains an explanatory paragraph that states that as of December 31, 2024,
the Company's total current liabilities exceeded the total current assets and the Company was not in compliance with the terms of certain debt covenants which conditions raise substantial doubt about the entity’s ability to continue as a going
concern. The consolidated and combined financial statements do not include any adjustments that might result from the outcome of the uncertainty.
150
TABLE OF CONTENTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the periodic reporting and other information
requirements of the Exchange Act as applicable to a “foreign private issuer,” and we will file annual reports and other information from time to time with the SEC in accordance with such requirements. Our SEC filings will be available to the
public on the internet at a website maintained by the SEC located at www.sec.gov.
We also maintain a website at https://www.murano.com.mx/en/.
Through our website, we will make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 20-F; our reports on Form 6-K;
amendments to these documents; and other information as may be required by the SEC. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this prospectus.
151
TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Murano Global Investments PLC and Subsidiaries
Consolidated and Combined Financial Statements
Report of Independent Registered Public Accounting Firm and
Financial Statements
|
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|
|
|
|
Table of contents
|
|
|
Page
|
|
Report of Independent Registered Public Accounting Firm
(Auditor Firm ID ) 1141
|
|
|
F-2
|
|
Consolidated and Combined statements of financial position
|
|
|
F-4
|
|
Consolidated and Combined statements of profit or loss and
other comprehensive income
|
|
|
F-5
|
|
Consolidated and Combined statements of changes in
stockholders’ equity
|
|
|
F-6
|
|
Consolidated and Combined statements of cash flows
|
|
|
F-7
|
|
Notes to consolidated and combined financial statements
|
|
|
F-9-F-59
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|
F-1
TABLE OF CONTENTS
Report of Independent
Registered Public Accounting Firm
To the Stockholders and Board of Directors
Murano Global Investments PLC
Opinion on the Consolidated and Combined Financial Statements
We have audited the accompanying consolidated and combined statements of
financial position of Murano Global Investments PLC and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated and combined statements of profit or loss and other comprehensive income, change in stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2024 and the related notes (collectively, the consolidated and combined financial statements). In our opinion, the consolidated and combined financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31,
2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
Going Concern
The accompanying consolidated and combined financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2c to the consolidated and combined financial statements, at December 31, 2024 total current liabilities exceed the amount of the total current assets on
the consolidated and combined statement of financial position and management believes that financial resources to fund the operations of the Company for the twelve months subsequent to the authorization and issuance of these consolidated and
combined financial statements may be insufficient. Furthermore, as described in Notes 2c., 10, 19 and 20 to the consolidated and combined financial statements, the Company was not in compliance with certain debt covenants as of and subsequent
to December 31, 2024 and is likely to continue to be noncompliant of such debt covenants for the next twelve months subsequent to the authorization and issuance of these consolidated and combined financial statements. As a result of these
conditions, substantial doubt exists about the ability of the Company to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2c. The consolidated and combined financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated and combined financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these consolidated and combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
F-2
TABLE OF CONTENTS
Our audits included performing procedures to assess the risks of material
misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated and combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated and combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
KPMG Cárdenas Dosal, S.C.
We have served as the Company’s auditor since 2019.
Mexico City, Mexico
May 15, 2025
F-3
TABLE OF CONTENTS
Murano Global Investments PLC
and Subsidiaries
Consolidated and combined statements of financial position
As of December 31, 2024 and 2023
(Mexican pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
December 31,
2024
|
|
|
December 31,
2023
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
|
5
|
|
|
$
|
|
|
$
|
|
Trade receivables
|
|
|
|
|
|
|
|
|
|
|
VAT receivable
|
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
|
|
|
Due from related parties
|
|
|
6
|
|
|
|
|
|
|
|
Prepayments
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
|
|
|
|
|
|
|
Property, construction in process and equipment, net
|
|
|
7
|
|
|
|
|
|
|
|
Investment property
|
|
|
8
|
|
|
|
|
|
|
|
Right of use assets, net
|
|
|
9
|
|
|
|
|
|
|
|
Financial derivative instruments
|
|
|
14
|
|
|
|
|
|
|
|
Guarantee deposits
|
|
|
9, 10
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, Stockholders’ Equity and Net Assets
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Current installments of long-term debt
|
|
|
10
|
|
|
$
|
|
|
$
|
|
Trade accounts payable and accumulated expenses
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable
|
|
|
|
|
|
|
|
|
|
|
Advance from customers
|
|
|
|
|
|
|
|
|
|
|
Due to related parties
|
|
|
6
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
9
|
|
|
|
|
|
|
|
Income tax payable
|
|
|
|
|
|
|
|
|
|
|
Employees’ statutory profit sharing
|
|
|
|
|
|
|
|
|
|
|
Contributions for future net assets
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current installments
|
|
|
10
|
|
|
|
|
|
|
|
Due to related parties, excluding current portion
|
|
|
6
|
|
|
|
|
|
|
|
Lease liabilities, excluding current portion
|
|
|
9
|
|
|
|
|
|
|
|
Employee benefits
|
|
|
11
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
3(r)
|
|
|
|
|
|
|
|
Warrants liability
|
|
|
12
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
13
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
Net parent investment
|
|
|
17
|
|
|
|
|
|
|
|
Common stock
|
|
|
17
|
|
|
|
|
|
|
|
Additional paid in capital
|
|
|
2b. and 17
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
|
|
|
(
|
|
|
(
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and Stockholders’ Equity
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and
combined financial statements, which were authorized for issue on May 15, 2025.
F-4
TABLE OF CONTENTS
Murano Global Investments PLC
and Subsidiaries
Consolidated and combined statements of profit or loss and other
comprehensive income
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Revenue
|
|
|
15
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Direct and selling, general and administrative
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food & Beverage and service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees operators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
7 & 9
|
|
|
|
|
|
|
|
|
|
|
Development contributions to the local area
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance and conservation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cleaning and laundry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating supplies and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total direct and selling, general and administrative
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
16
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
16
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Listing expense
|
|
|
2b.
|
|
|
(
|
|
|
|
|
|
|
|
Gain (loss) on revaluation of investment property
|
|
|
8
|
|
|
|
|
|
(
|
|
|
|
|
Changes in fair value of financial derivative
instruments
|
|
|
14
|
|
|
(
|
|
|
(
|
|
|
|
|
Changes in fair value of warrants
|
|
|
12
|
|
|
(
|
|
|
|
|
|
|
|
Exchange rate (loss) income, net
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
(Loss) profit before income taxes
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Income taxes
|
|
|
13
|
|
|
(
|
|
|
|
|
|
(
|
|
Net (loss) profit for the period
|
|
|
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will not be
reclassified subsequently to profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation of property, construction in process and
equipment net of deferred income tax
|
|
|
7 & 13
|
|
|
|
|
|
(
|
|
|
|
|
Remeasurement of net defined benefit liability net
of deferred income tax
|
|
|
13
|
|
|
|
|
|
|
|
|
(
|
|
Cumulative translation adjustment
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
for the period
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Total comprehensive (loss) income
|
|
|
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and
combined financial statements, which were authorized for issue on May 15, 2025.
F-5
TABLE OF CONTENTS
Murano Global Investments PLC
and Subsidiaries
Consolidated and combined statements of change in stockholders’
equity
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
||||||
|
|
|
|
Notes
|
|
|
Net Parent
Investment
|
|
|
Common
Stock
|
|
|
Additional
paid in
capital
|
|
|
Accumulated
Deficit
|
|
|
Revaluation of
property,
construction
in process and
equipment net
of deferred
income tax
(Note 7)
|
|
|
Remeasurement
of net defined
benefit
liability net of
deferred
income tax
(Note 13)
|
|
|
Cumulative
translation
adjustment
|
|
|
Total
|
|
Balances as of January 1, 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements of net parent investment
|
|
|
17
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Contributions to net parent investment
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Balances as of December 31, 2022
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Balances as of December 31, 2023
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
Impact of Capital restructuring
|
|
|
2b.
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of business combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect on share repurchase program
|
|
|
17
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Other comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Balances as of December 31, 2024
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and
combined financial statements, which were authorized for issue on May 15, 2025.
F-6
TABLE OF CONTENTS
Murano Global Investments PLC and Subsidiaries
Consolidated and combined
statements of cash flows
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) profit before income taxes
|
|
|
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, construction in process
and equipment
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
Depreciation of right of use assets
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
Disposals of furniture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain in sale of equipment
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Amortization of costs to obtain loans and
commissions
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Listing expense
|
|
|
2b.
|
|
|
|
|
|
|
|
|
|
|
Valuation of financial derivative instruments
|
|
|
14
|
|
|
|
|
|
|
|
|
(
|
|
Valuation of warrants
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on revaluation of investment property
|
|
|
8
|
|
|
(
|
|
|
|
|
|
(
|
|
Interest expense
|
|
|
10,6
|
|
|
|
|
|
|
|
|
|
|
Interest expense from lease liabilities
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net foreign exchange gain (loss) unrealized
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in receivable VAT
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Increase in trade receivable
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
Increase in other receivables
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
(Increase) decrease in prepayments
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Increase in related parties, net
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
(Increase) decrease in inventory
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
(Increase) decrease in other assets
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
Increase in trade payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in other liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in employee benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in employees’ statutory profit sharing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
Net cash flows from (used in) operating activities
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and
combined financial statements, which were authorized for issue on May 15, 2025.
F-7
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest received and cash settlement of derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal of property, construction in process and
equipment
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
Loans collected from (granted to) related parties
|
|
|
6
|
|
|
|
|
|
(
|
|
|
|
|
Acquisition of property, construction in process and
equipment
|
|
|
7
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net cash flows used in investing activities
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash contributions to net parent investment
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Reimbursements of net parent investment
|
|
|
17
|
|
|
|
|
|
|
|
|
(
|
|
(Withdrawals) contributions for future net assets
increase
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Impact of corporate restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of business combination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury shares
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Proceeds from loans
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Loan payments to third parties
|
|
|
10
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Loans received from related parties
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Loan payments to related parties
|
|
|
6
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Costs to obtain loans and commissions
|
|
|
10
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Payments of leasing liabilities
|
|
|
9
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Interest paid
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Net cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
and restricted cash
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Cash and cash equivalents and restricted cash at the
beginning of the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash at the
end of the year
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated and
combined financial statements, which were authorized for issue on May 15, 2025.
F-8
TABLE OF CONTENTS
Murano Global Investments PLC
and Subsidiaries
Notes to Consolidated and Combined Financial Statements
As of December 31, 2024 and 2023
And for the Years Ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
1.
|
Reporting Entity and description of business
|
|
a.
|
Corporate information
|
On May 15, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal
Cohen, Chief Operating Officer and David James Galan, Global Chief Financial Officer authorized the issue of these consolidated and combined financial statements.
Murano Global Investments PLC (“Murano” and together with its subsidiaries, the
“Company” or the “Group” is a public limited company (formerly incorporated on July 27, 2023 as Murano Global Investments Limited), existing under the laws of the Bailiwick of Jersey with its corporate office at 25 Berkeley Square, London W1J
6HN United Kingdom and its tax residence in the United Kingdom. Its main subsidiary Murano PV, S. A. de C. V. holds the operational business in Mexico and is headquartered at F. C. de Cuernavaca 20, 12th floor, Lomas – Virreyes, Lomas de
Chapultepec III Secc., Miguel Hidalgo, 11000 Mexico City. The Company has prepared its financial statements on a consolidated and combined basis, for further information refer to note 3 (a).
The Group is a Mexican real estate development group with extensive experience
in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico. The Group also provides comprehensive services, including the execution, construction, management, and operation of a
wide variety of industrial, business, tourism real estate projects, among others. The Group is primarily involved in developing and managing luxury hotels in urban and beach resort destinations.
In the first quarter of 2023, the Andaz and Mondrian Hotels, in Mexico City,
were fully operational with a combined capacity of 396 rooms.
The Group is also developing a leisure and residential complex in Grand Island,
Cancun, Quintana Roo (the “GIC Complex”), which is ultimately expected to incorporate around 1,016 rooms and approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach club. The Company’s management and board of
directors, following recent market developments and market outlook, have updated the Company’s strategic development pipeline as shown in the next page.
|
I.
|
Phase one will operate under two brands: (i)
|
|
II.
|
Phase two is consist of a total of approximately
|
F-9
TABLE OF CONTENTS
The Group has also re-evaluated the Bajamar project. The initial plan for
developing a 5-star upper-upscale resort and an industrial park has been modified as follows:
|
-
|
Development of a cruise port with a capacity of
|
|
-
|
Development of Baja Marina,
|
|
-
|
Development of an industrial park for leasing pourpuses.
|
|
-
|
Development of Baja Retail Village for leasing purposes
|
|
-
|
Development of two 5-star upper-upscale resorts, one with
|
Construction is expected to begin once financing has been secured. Accurate
completion dates are therefore not possible to estimate at the time of preparation of these financial statements.
|
b.
|
Significant transactions
|
2024
|
i.
|
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$
|
|
ii.
|
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$
|
|
iii.
|
On July 30, 2024, Operadora Hotelera GI, S. A. de C. V. signed a
|
|
iv.
|
On April 9, 2024, Murano PV, S. A. de C. V. signed a loan agreement with Fínamo for $
|
|
v.
|
On April 9, 2024, an assignment and adhesion to the syndicated secured mortgage loan of Fideicomiso Murano 2000 (GIC I Trust)
was executed by and between Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R., as adherent creditor and assignee, Sabcapital, S.A. de C.V., SOFOM, E.R., as the assignor, with the appearance of Sabadell in its capacity as administrative
and collateral agent and the GIC I Trust (the “GIC Loan Assignment”) whereby the assignor assigned and transferred to the assignee its rights and obligations owned as a Tranche C creditor representing
|
|
vi.
|
On April 4, 2024, the Group amended the loan agreement signed between Inmobiliaria Insurgentes 421 and Bancomext. The main
change included postponing the capital payments scheduled from April 2024 to April 2025, as well as obtaining an event of default waiver from Bancomext, as lender, in connection with the funding obligations of the debt service reserve
accounts. As a result of such waiver, the parties thereto executed an amendment and waiver agreement to provide for the new terms and conditions with respect to the funding obligations of the debt service reserve accounts. Therefore, as
of this date such events of default under this loan have been waived by the lender. Refer to additional breaches for this loan in Notes 2c. and 10.
|
|
vii.
|
The first phase of the GIC Complex commenced operations with the opening of the Vivid Hotel on April 1, 2024.
|
F-10
TABLE OF CONTENTS
|
viii.
|
On March 27, 2024, Murano World, S. A. de C. V. increased its credit line with Santander from U.S.$
|
|
ix.
|
Business combination:
|
|
a)
|
On March 21, 2024 the Company’s common stock and warrants began trading on the Nasdaq Capital Market under the ticker symbols
“MRNO” and “MRNOW”, respectively.
|
|
b)
|
On March 20, 2024, Murano Global Investments Limited PLC and HCM Acquisition Corp (HCM) completed the Amended and Restated
Business Combination Agreement (A&R BCA) and as a result there were
|
HCM does not meet the definition of a “business” under IFRS 3 Business Combinations given it consisted predominantly of cash in trust account and liabilities, therefore the transaction was not recognized using the acquisition method and no goodwill or intangible assets
were recognized.
Instead, the merger as defined in the A&R BCA is accounted for as a capital
reorganization for which the Group applied IFRS 2 Share-based payment. As such, the difference in the fair value of the shares issued by the Group over the identifiable net assets of HCM at historical
cost was accounted for as share-based compensation.
The the business combination in the consolidated financial statements was
recorded as follows: (i) a listing expense of $878,472,187 ; (ii) net liabilities from HCM in the amount of $139,024,296 ; (iii) transaction cost of $64,760,922
incurred during this period and (iv) additional paid in capital in the amount of $674,686,969 .
|
c)
|
On March 8, 2024, the Group conducted a capital restructuring that resulted in Murano Global Investments PLC becoming the
ultimate parent company of the Group and Murano PV, S. A. de C. V. as an intermediate holding company of the Group in Mexico.
|
|
d)
|
On March 1, 2024, Murano Global Investments Limited converted from a private limited company to a public limited company
operating under the name Murano Global Investments PLC.
|
|
x.
|
On February 23, 2024 the Securities and Exchange Commission gave notice of effectiveness to the Registration Statement on
Form F-4 related to the A&R BCA described in Note 1.b.ix.
|
|
xi.
|
On February 1, 2024, the Group received U.S.$
|
|
xii.
|
On January 26, 2024, February 26, 2024 and March 26, 2024, the Group received U.S.$
|
|
xiii.
|
On January 5, 2024, the Group signed a loan agreement with Fínamo for $
|
F-11
TABLE OF CONTENTS
2023
|
i.
|
The Exitus and Sofoplus loans in Mexican pesos described in note 6, came to an end through the early payment made by the Group,
aiming to release the collateral associated with these financing arrangements. The amount paid to Sofoplus was $
|
|
ii.
|
On August 24, 2023, Fideicomiso Murano 2000, as borrower, Banco Sabadell, S.A., I.B.M., as administrative and collateral agent,
Banco Nacional de Comercio Exterior, S.N.C Institución de Banca de Desarrollo, Caixabank, S.A., SabCapital, S.A. de C.V., S.O.F.O.M., E.R., and Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, as lenders, Operadora
Hotelera GI, S.A. de C.V., Operadora Hotelera Grand Island II, S. A. de C. V., and Murano World, S.A. de C.V., as joint and several obligors, and with the appearance of Murano PV, S.A. de C.V., Murano AT GV, S.A. de C.V. and Elías Sacal
Cababie executed an amendment to the syndicated secured mortgage loan agreement and its subsequent amendments for purposes of restructuring such loan.
|
The restructuring consists of an increase of the current syndicated credit
facility by U.S. $45,000,000 , with a variable interest rate based on the quarterly SOFR rate with a fixed spread of 4.0116 %. The credit extension was documented through two
tranches of debt: Tranche B for U.S.$35,000,000 which was used to finalize the construction of phase I of the GIC Complex and Tranche
C for U.S.$10,000,000 which was used to cover additional project costs and capital requirements for the development of the GIC
Complex. The loan maturity date is February 5, 2033 . The agreement is subject to the Mexican laws and jurisdiction of the courts of
Mexico City. The loan agreement included as additional guarantees the plot of land number 2 and the beach club – Playa Delfines of the Cancun complex. This amount was repaid in full as part of the payment made to the Fideicomiso Murano 2000
syndicated loan on September 12, 2024 and ii was part of the uses of the U.S.$300 million senior notes received on the same date.
|
iii.
|
In May 2023, the Group restructured the credit line with Bancomext to increase from U.S.$
|
|
iv.
|
In March 2023, the Group acquired a beach club in Cancun for an amount of $
|
|
v.
|
On March 13, 2023, the Group signed a Business Combination Agreement (“BCA”) with HCM Acquisition Corp (“HCM”) to carry out a
de-SPAC transaction. On August 2, 2023, the Group signed an amended and restated Business Combination Agreement which contains customary representations and warranties, covenants, closing conditions and other terms relating to the
business combination and the replacement of Murano Global B.V., which was intended to be a tax resident of the Netherlands, with Murano Global Investments Limited (“Murano Global”), a tax resident of the United Kingdom.
|
|
vi.
|
In February 2023, the Group signed a lease agreement as lessee for an amount of $
|
The list of the plots of land granted is as follows: (1) Lote 1, Manzana S/M,
Sup. 4,117.88 M2; (2) Lote 2, Manzana S/M, Sup. 6,294.08 M2; (3) Lote 3 (VIALIDAD), Manzana S/M,
F-12
TABLE OF CONTENTS
Sup. 4,117.88 M2; (4) Lote 4, Manzana S/M, Sup. 10,015.68 M2; (5) Lote 5,
Manzana S/M, Sup. 11,986.53 M2; (6) Lote 6, Manzana S/M, Sup. 2,912.02 M2; (7) Lote 7, Manzana S/M, Sup. 568.51 M2 and (8) Lote 8,
Manzana S/M, Sup. 635.25 M2.
|
2.
|
Basis of preparation
|
These consolidated and combined financial statements have been prepared on a
consolidated basis at the Murano Global Investments PLC level as of and for the year ended December 31, 2024 and on a combined basis for Murano PV, S. A. de C. V. and the combined entities described in b. Capital restructuring below prior to
the capital restructuring which occurred on March 8, 2024.Since the entities included in these financial statements were under common control both prior to and after the capital restructuring, it had no material impact on the financial
position, results or operations, or cash flows presented.
|
a.
|
Statement of compliance
|
The Group has prepared these consolidated and combined financial statements in
accordance with International Financial Reportng Standars (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis of measurement
The consolidated and combined financial statements have been prepared on the
historical cost basis, except for derivative financial instruments, net defined benefit liability and certain items of property, construction in process and equipment such as land, buildings and construction in process, which are measured at
fair value at the end of each reporting period.
|
b.
|
Capital restructuring
|
On March 8, 2024, the Group underwent a restructuring to establish Murano Global
Investments PLC as the parent Company of the Group and Murano PV, S. A. de C. V. as the intermediate holding entity of the Mexican structure: Murano World, Edificaciones BVG, the Insurgentes Security Trust, Inmobiliaria Insurgentes 421, OHI421,
OHI421 Premium Operadora Hotelera GI (GIC I), Operadora Hotelera Grand island (GIC II), Fideicomiso Murano 2000 (the GIC I Trust), Fideicomiso Murano 4000 (the GIC II Trust), Fideicomiso Murano 1000, Servicios BVG, and Murano Management.
The capital restructuring involved a series of transactions between the entities
and their shareholders, whereby some of the existing shareholders sold their shares and transferred their beneficiary rights to other entities within the Group in exchange for cash and promissory notes.
Since the entities within the Group were under common control prior and after
the capital restructuring, the capital restructuring does not qualify as a business combination under IFRS 3 Business Combinations. Management deems it appropriate to account for the capital restructuring at the carrying amount for presentation
purposes of the financial statements and related notes after the business combination held on March 20, 2024, mainly because prior to and after the capital restructuring, the entities within the Group are controlled by the same group of
shareholders.
The capital restructuring was measured at the previous carrying amounts of
assets and liabilities.
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c.
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Going concern basis
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These consolidated and combined financial statements have been prepared assuming
the Company will continue as a going concern. However, management has identified material uncertainties that may cast substantial doubt on the ability of the Company to continue as a going concern. As a result, the Company may be unable to
realize its assets and discharge its liabilities in the normal course of business.
The Company is an early-stage and emerging growth company. The Company has
incurred significant debt primarily to fund operating expenses and finance the construction projects mentioned in note 1 (a). As of December 31, 2024, total current liabilities exceed the amount of total current assets, and management believes
that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of these consolidated and combined financial statements may be insufficient.
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In addition, as of December 31, 2024, certain covenants have been breached as
follows:
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i.
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At December 31, 2024, the debt service reserve related to the Insurgentes 421 loan with Bancomext has not been funded in
accordance with the loan agreement. As of the date of the issuance of these financial statements, the Group has requested a waiver of this breach from the lender and is in discussions to potentially obtain this waiver in the short term.
As of the date of issuance of these financial statements such waiver has not been granted.
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As of December 31, 2024, the outstanding amount of this loan was $2,029.1 million, and as a result of the covenant breach deschibed above, the loan was classified as a current liability.
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ii.
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The loan obtained with ALG described in Note 10 is in breach as the Group did not pay the annual interest due in December 2024.
The loan has not been accelerated and ALG has not notified any intention to accelerate the loan, however pursuant to IAS 1 “Presentation of Financial Statements”, this loan is classified as a current liability as of December 31, 2024.
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See notes 10 and 20 for additional details about defaults subsequent to
December 31, 2024.
Certain covenant tests will arise, under the terms of the various Company loans,
during the following twelve months after the financial statements are authorized to be issued, which Management does not expect will be met. In order to address and mitigate the risks of such future possible covenant breaches, the Murano Group
has hired professional specialist advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. The plan is that the debt restructuring will address and resolve the risks of such
future possible covenant breaches through negotiating different terms with the various lenders. Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s various lenders, Management believes that, based on
the advice and experience of the professional advisors, such a restructuring plan like to be successful and will mitigate the risk over the Company’s ability to continue as a going concern. The Murano Group has also considered alternative
strategies with respect to the hotel operations in Cancun (including changes to the hotel management agreement and operational partners), which could generate additional cash flows compared to the current commercial arrangements.
As a result of these conditions, substantial doubt exists about the ability of
the Company to continue as a going concern following twelve months after the financial statements are authorized to be issued.
Management continues evaluating strategies to obtain the required additional
funding necessary for future operations, to comply with all covenants as required by the loan agreements or to execute a debt restructuring plan which would result in favorable modifications or removal of certain covenants, and to be able to
discharge the outstanding debt and other liabilities as they become due. In assessing these strategies, management has considered the available cash resources, inflows from the hotels that are already in operation, and future financing options
available to the Company such as new or restructured loan agreements and the possible financial support of the major shareholder of the Company. However, the Company may be unable to access further equity or debt financing when needed. As such,
there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
These consolidated and combined financial statements do not include any
adjustments to the carrying amounts and classifications of assets and liabilities and reported expenses that may otherwise be required if the going concern basis for the Group as of December 31, 2024, and for the year then ended, and for
entities comprising the Group, were not appropriate.
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d.
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Functional and presentation currency
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These consolidated and combined financial statements are presented in Mexican
pesos. All amounts have been rounded, unless otherwise indicated.
For each entity, the Group determines the functional currency and items included
in the financial statements of each entity are measured using that functional currency.
For purposes of disclosure in the notes to these consolidated and combined
financial statements, “pesos” or “$”, means Mexican pesos and “dollars” or “U.S.$” means United States of America dollars.
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e.
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Segments
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Operations are managed and the financial performance is evaluated on a
company-wide basis. Accordingly, all of the Group’s hotels, construction and service operations are considered by management in one
reportable operating segment; therefore, no separate segment disclosures are presented.
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f.
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Use of judgments and estimates
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In preparing these consolidated and combined financial statements, management
has made judgments and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to estimates are recognized prospectively.
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A.
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Judgments
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Information about judgments made in applying accounting policies that have the
most significant effects on the amounts recognized in the combined financial statements is included in the following notes:
Note 3(g) - Construction in process, land and buildings: Subsequent measurement
of construction in process is at fair value based on periodic, at least annual valuations performed by external independent appraisers.
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B.
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Assumptions and estimation uncertainties
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Information about assumptions and estimation uncertainties as of December 31,
2024, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes:
Note 2c – assumptions about going concern matters.
Note 7 - determining the fair value of construction in process, land and
building on the basis of significant unobservable inputs;
Note 8 - determining the fair value of the investment property on the basis of
significant unobservable inputs;
Note 9 – determining of valuation of leases;
Note 11 - measurement of defined benefit obligations: key actuarial assumptions;
Note 12 - recognition of deferred tax assets: availability of the future taxable
profit against which deductible temporary differences and tax losses carried forward can be utilized;
Note 13 - determining the fair value of financial derivative instruments; and
Note 18 - recognition and measurement of provisions and contingencies: key
assumptions about the likelihood and magnitude of an outflow of resources.
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C.
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Measurement of fair value
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A number of the Group’s accounting policies and disclosures require the
measurement of fair values, for both financial and non-financial assets and liabilities.
The Group reviews the significant observable inputs and valuation adjustments.
If third-party information, such as broker quotes or pricing services, is used
to measure fair values, the Group evaluates the evidence obtained from third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should
be classified.
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When measuring the fair value of an asset or a liability, the Group uses
observable market data whenever possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
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Level 1: Quoted prices (unadjusted) in active markets for identical assets or
liabilities.
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Level 2: Inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
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Level 3: Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
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If the inputs used to measure the fair value of an asset or a liability fall
into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the
end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is
included in the following notes:
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Note 7 - Property, construction in process and equipment.
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Note 8 - Investment Property.
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Note 12 - Warrants
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Note 14 - Financial instruments - Fair value and risk management.
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3.
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Material accounting policies
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The Group has consistently applied the following material accounting policies to
all the periods presented in these combined financial statements.
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a.
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Basis of consolidation and combination
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Consolidation of subsidiaries
The subsidiaries are entities controlled by the Group. The Group controls an
entity when it is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns. The financial statements of subsidiaries are included in the consolidated financial statements from
the date on which control commences until the date on which control ceases.
Intra-group balances and transactions are eliminated in the consolidation
process.
The Group’s subsidiaries as of December 31, 2024, are set out below:
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Entity
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Ownership
interest
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F-16
TABLE OF CONTENTS
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Entity
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Ownership
interest
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Combination of entities under common
control (prior to capital restructuring as described in note 2b.)
Before the capital restructuring described in note 2b. above, the Group was
directly or indirectly controlled by Elias Sacal Cababie, therefore the Group has been combined under the common control approach. The combination includes the following entities: Murano PV, S. A. de C. V., Murano World, S. A. de C. V.,
Edificaciones BVG, S. A. de C. V., Fideicomiso Murano 6000 CIB/3109, Inmobiliaria Insurgentes 421, S. A. de C.V., Operadora Hotelera GI, S. A. de C. V., Operadora Hotelera Grand Island II, S. A. de C. V., Operadora Hotelera I421, S. A. de C.
V., Operadora Hotelera I421 Premium, S. A. de C. V., Fideicomiso Murano 2000 CIB /3001, Fideicomiso Murano 4000 CIB/3288, Fideicomiso Murano 1000 CIB /3000, Servicios Corporativos BVG, S. A. de C.V., and Murano Management, S. A. de C. V.
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b.
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Foreign currency transactions
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Transactions in foreign currencies are translated into the respective functional
currencies of Group companies at the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated
into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair
value was determined. Non-monetary items that are measured based on the historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or
loss and presented within finance costs.
However, foreign currency differences arising from the translation of the
following items are recognized in OCI:
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•
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An investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that
have been recognized in OCI are reclassified to profit or loss);
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A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is
effective (see (P)(v)); and
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Qualifying cash flow hedges to the extent that the hedges are effective.
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c.
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Revenue from contracts with customers
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The Company acts as a principal in the activities from which it generates its
revenue. Our revenues are primarily derived from the products and services provided to our customers in our owned hotels and are generally recognized when control of the product or service has transferred to the customer. A summary of our
sources of revenue is as follows:
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Room rentals.
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Food and beverage.
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All-inclusive.
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Private events.
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Spa services.
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Other services.
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F-17
TABLE OF CONTENTS
We provide room rentals and other services to our guests, including, but not
limited to, food and beverage, all-inclusive, spa, laundry, and parking. These products and services each represent individual performance obligations, and in exchange for these services, we receive fixed amounts based on published rates or
negotiated contracts. Payment is due in full at the time the services are rendered or the goods are provided.
Room rental revenues are recognized over time on a daily basis as the guest
occupies the room, and revenues related to the other products and services are recognized at a point in time when the product or service is provided to the guest.
As of December 31, 2024 and 2023, the Company did not capitalize costs to obtain
contracts with customers because there are no long-term contracts with the customers, due to the operations of the hotel, the incremental costs are recognized in profit or loss as incurred. If long-term contracts were obtained, the Company will
capitalize the cost of those contracts.
Deferred revenue (contract liability)
It is the Company´s obligation to provide a service to a customer for which the
Company has received cash from the customer.
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d.
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Cash and cash equivalents and restricted cash
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Cash and cash equivalents and restricted cash of the Company are represented
primarily by cash (cash on hand and demand deposits), restricted cash and cash equivalents. Cash equivalents are short-term highly liquid investments with maturities no longer than 90 days, which are subject to an insignificant risk of changes
in value. Cash is stated at nominal value and cash equivalents are measured at fair value. For further information, please refer to note 5.
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e.
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Financial instruments
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(i)
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Recognition and initial measurement
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Trade receivables and debt securities are initially recognized when they are
originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant
financing component) or financial liability is initially measured at fair value plus or minus, for an item not at Fair Value Through Profit or Loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. A trade
receivable without a significant financing component is initially measured at the transaction price.
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(ii)
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Classification and subsequent measurement
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Financial assets -
On initial recognition, a financial asset is classified as measured at amortized
cost or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition
unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the
following conditions and is not designated as at FVTPL:
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It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
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Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
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F-18
TABLE OF CONTENTS
A debt investment is measured at Fair Value Through Other Comprehensive
Income (“FVOCI”) if it meets both of the following conditions and is not designated as at FVTPL:
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It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets; and
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Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
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On initial recognition of an equity investment that is not held for trading, the
Group may irrevocably elect to present subsequent changes in the investment’s fair value in Other Comprehensive Income (“OCI”). This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as
described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at
FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets - Business model assessment:
The Group makes an assessment of the objective of the business model in which a
financial asset is held at a portfolio level because this best reflects the way the business is managed, and information is provided to investors. The information considered includes.
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The stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether
management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or
realizing cash flows through the sale of the assets;
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How the performance of the portfolio is evaluated and reported to the Group’s management;
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The risks that affect the performance of the business model (and the financial assets held within that business model) and how
those risks are managed;
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How managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the
contractual cash flow collected; and
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The frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations
about future sales activity.
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Transfers of financial assets to third parties in transactions that do not
qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance
is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows
are solely payments of principal and interest.
For the purposes of this assessment, ‘principal’ is defined as the fair value of
the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic
lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal
and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not
meet this condition.
F-19
TABLE OF CONTENTS
In making this assessment, the Group considers:
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Contingent events that would change the amount or timing of cash flows;
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Terms that may adjust the contractual coupon rate, including variable-rate features;
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Prepayment and extension features; and
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Terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).
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A prepayment feature is consistent with the solely payments of principal and
interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract.
Additionally, for a financial asset acquired at a discount or premium to its contractual per amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid)
contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets - Subsequent measurement and gains and
losses:
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Financial assets at FVTPL
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These assets are subsequently measured at fair value. Net gains and
losses, including any interest or dividend income, are recognized in profit or loss.
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Financial assets at amortized cost
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These assets are subsequently measured at amortized cost using the
effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gain or losses and impairment are capitalized. Any gain or loss on derecognition is recognized in profit or loss.
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Financial liabilities - Classification, subsequent
measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A
financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses,
including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized
in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
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(iii)
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Derecognition
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Financial assets
The Group derecognizes a financial asset when:
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The contractual rights to the cash flows from the financial asset expire; or
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It transfers the rights to receive the contractual cash flows in a transaction in which either:
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i.
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Substantially all the risks and rewards of ownership of the financial asset are transferred; or
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ii.
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The Group neither transfers nor retains substantially all the risks and rewards of ownership and it does not retain control of
the financial asset.
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The Group enters into transactions whereby it transfers assets recognized in its
combined statement of financial position but retains either all or substantially all of the risk and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
F-20
TABLE OF CONTENTS
Financial liabilities
The Group derecognizes a financial liability when its contractual obligations
are discharged or canceled or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the
modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying
amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Interest rate benchmark reform
When the basis for determining the contractual cash flows of a financial asset
or financial liability measured at amortized cost changed as a result of interest rate benchmark reform, the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the
reform. A change in the basis for determining the contractual cash flows is required by interest rate benchmark reform if the following conditions are met:
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The change is necessary as a direct consequence of the reform; and
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The new basis for determining the contractual cash flows is economically equivalent to the previous basis - i.e. the basis
immediately before the change.
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When changes were made to a financial asset or financial liability in addition
to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is
required by interest rate benchmark reform. After that, the Group applied the policies on accounting for modifications to the additional changes.
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(iv)
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Offsetting
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Financial assets and financial liabilities are offset and the net amount
presented in the combined statement of financial position when, and only when, the Group currently has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the
liability simultaneously.
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(v)
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Derivative financial instruments
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The Group holds derivative financial instruments with the intention to hedge
interest rate risk exposures.
Derivatives are initially measured at fair value. Subsequent to initial
recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss.
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(vi)
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Impairment
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i.
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Non-derivative financial assets
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Financial instruments
The Group recognizes loss allowances for Expected Credit Losses (“ECLs”) on:
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Financial assets measured at amortized cost.
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The Group measures loss allowances at an amount equal to lifetime ECLs, except
for the following which are measured at twelve-month ECLs:
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Debt securities that are determined to have low credit risk at the reporting date; and
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Other debt securities and bank balances for credit risk (i.e. the risk of default occurring over the expected life of the
financial instrument) has nothing increased significantly since initial recognition.
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F-21
TABLE OF CONTENTS
Loss allowances for trade receivables and contract assets are always measured
at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on the Group’s historical experience and informed credit assessment, that includes forward-looking information.
The Group assumes that the credit risk on a financial asset has increased
significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when:
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The debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as
realizing security (if any is held); or
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The financial asset is more than 90 days past due.
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Lifetime ECLs are the ECLs that result from all possible default events over the
expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are
possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual
period over which the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are
measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Presentation of allowance for ECL in the
consolidated and combined statement of financial position
Allowances for financial assets measured at amortized cost are deducted from the
gross carrying amount of the assets.
As of December 31, 2024 and 2023, the Group did not recognize ECL since it has
determined that the ECL related to its trade receivables would not be material in the context of these financial statements taken as a whole.
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ii.
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Non-financial assets
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At each reporting date, the Group reviews the carrying amounts of its
non-financial assets (other than investment property and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets.
The recoverable amount of an asset is the greater of its value in use and its
fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset.
An impairment loss is recognized if the carrying amount of an asset exceeds its
recoverable amount.
F-22
TABLE OF CONTENTS
Impairment losses are recognized in profit or loss.
For assets, other than goodwill, it is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
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f.
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Prepayments
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Prepaid expenses are initially recognized as assets as of the date the payment
is made, provided that it is probable that the future economic benefits associated with the asset will flow to the Group. At the time the goods or services are received, prepaid expenses are either capitalized or recognized in profit or loss as
an expense, depending on whether there is certainty that the acquired goods or services will generate future economic benefits. The Group periodically evaluates its prepaid expenses to determine the likelihood that they will cease to generate
future economic benefits and to assess their recoverability. The Company classifies its prepayments as current or non-current assets, depending on the period when the Company expects to exercise them. Unrecoverable prepaid expenses are
recognized as impairment losses in profit or loss.
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g.
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Property, construction in process and equipment
|
The Company’s Property, construction in process and equipment includes the
following: land, buildings, construction in process, computer equipment, transportation equipment, furniture, and other equipment.
|
i.
|
Recognition and measurement
|
Items of property, construction in process and equipment are initially measured
at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
Subsequent measurement of land, buildings and construction in process is at fair
value based on periodic, at least annual, valuations performed by external independent appraisers, less subsequent depreciation for buildings; land is not depreciated. The carrying amount of the revaluated assets is adjusted to the revalued
amount. If the carrying amount increases as a result of the revaluation, the increase is recognized in other comprehensive income and accumulated as a revaluation surplus, except if it reverses a revaluation decrease of the same assets
previously recognized in profit or loss. If the carrying amount is decreased as a result of the revaluation, the decrease is recognized in profit or loss, or against the revaluation surplus in comprehensive income to the extent of any existing
balance in respect to the same asset.
All other property and equipment are recognized at historical cost less
depreciation.
If significant parts of an item of property, construction in process and
equipment have different useful lives, then they are accounted for as separate items (major components) or property, construction in process and equipment.
Any gain or loss on disposal of an item of property, construction in process and
equipment is recognized in profit or loss.
|
ii.
|
Subsequent expenditure
|
Subsequent expenditure is capitalized only if it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
|
iii.
|
Depreciation
|
Depreciation is calculated to write off the cost of property, construction in
process and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is recognized in profit or loss. As of December 31, 2022 items recognized at fair value were not subject to
depreciation until the construction in process was completed.
F-23
TABLE OF CONTENTS
During 2023, several assets recognized as construction in process were
capitalized as property, building and hotel furniture due to the assets having reached the necessary conditions to operate as Management intended.
Company’s Management estimates the following useful life for the major assets.
|
|
|
|
|
|
|
|
|
Years
|
|
Buildings and beach club
|
|
|
|
|
Elevators
|
|
|
|
|
Furniture, fixtures, and equipment (“FF&E”)
|
|
|
|
|
Operating, supplies and equipment (“OS&E”)
|
|
|
|
|
Computer equipment
|
|
|
|
|
Transportation Equipment
|
|
|
|
|
Furniture
|
|
|
|
|
Equipment and other assets
|
|
|
|
|
|
|
|
|
Depreciation methods, useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate.
|
iv.
|
Reclassification to investment property
|
When the use of a property changes from owner-occupied to investment property,
the property is remeasured to fair value and reclassified accordingly. Any gain arising on this remeasurement is recognized in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any gain
recognized in OCI and presented in the revaluation reserve. Any loss is recognized in profit or loss. However, to the extent that an amount is included in the revaluation surplus for that property, the loss is recognized in OCI and reduces the
revaluation surplus within equity.
|
h.
|
Investment property
|
Investment property is initially measured at cost and subsequently at fair value
with any change therein recognized in profit and loss.
Any gain or loss on disposal of the investment property (calculated as the
difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss. When investment property that was previously classified as property, construction in process and equipment is sold, any
related amount included in the revaluation reserve is transferred to retained earnings.
As of December 31, 2024 and 2023, the Company has a plot of land located in,
Baja California, Mexico, that qualifies as an investment property in accordance with the requirements established by IAS 40, since the Company foresees to use this land for the creation of an industrial park, where the Company will act as a
lessor and it will obtain income from rentals.
|
i.
|
Employee benefits
|
|
i.
|
Short-term employee benefits
|
Short-term employee benefits are expensed as the related service is provided. A
liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
|
ii.
|
Other long-term employee benefits
|
The Group’s net obligation in respect of long-term employee benefits is the
amount of future benefits that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which
they arise.
F-24
TABLE OF CONTENTS
|
iii.
|
Termination benefits
|
Termination benefits are expensed at the earlier of when the Group can no longer
withdraw the offer of those benefits and when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
|
iv.
|
Defined employee benefit
|
In accordance with Mexican Labor Law, the Company provides seniority premium
benefits to its employees under certain circumstances, which is recognized as a defined benefit plan. The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future
benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of the defined benefit obligation is performed annually by a
qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of the economic benefits available in the form of future refunds
from the plan or reductions in future contributions to the plan. To calculate the present value of the economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial
gains and losses, return on plan assets (excluding interest), and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit
liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), taking into account any change in the net defined
benefit liability (asset) during the period as a result of contributions and benefit payments.
Net interest expense and other expenses related to defined benefit plans are
recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the
resulting change in benefit that relates to past service or curtailment gain or loss is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
|
j.
|
Borrowing costs
|
Borrowing costs directly attributable to the acquisition, construction, or
production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantially ready for their intended
use or sale.
All other borrowing costs are recognized in profit or loss in the period in
which they are incurred.
|
k.
|
Income tax
|
Income tax expense comprises current and deferred tax and it is recognized in
profit or loss. As mentioned in Note 1(a) the Group participates in certain trusts as a Trustor, these trusts are not subject to income taxes.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable
income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivables is the best estimate of the tax amount expected to be paid or received that reflects
uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
F-25
TABLE OF CONTENTS
Deferred tax
Deferred tax is recognized in respect of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Temporary differences in relation to a right-of-use asset and a lease liability
for a specific lease are regarded as a net package (the lease) for the purpose of recognizing deferred tax.
Deferred tax assets are recognized for unused tax losses, unused tax credits and
deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary
differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences are considered, based on the business
plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when
the probability of future taxable profits improves.
The measurement of deferred tax reflects the tax consequences that would follow
from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be
recovered through sale.
Deferred tax assets and liabilities are offset only if certain criteria are met.
|
l.
|
Finance income and finance cost
|
The Group’s finance income and finance cost include:
|
-
|
Interest income,
|
|
-
|
Interest expense,
|
|
-
|
The net gain or loss on financial assets at FVTPL,
|
|
-
|
The foreign currency gain or loss on financial assets and financial liabilities.
|
Interest income or expense is recognized using the ‘effective interest rate’
method.
The ‘effective interest rate’ is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial instrument to:
|
•
|
The gross carrying amount of the financial asset; or
|
|
•
|
The amortized cost of the financial liability.
|
In calculating interest income and expense, the effective interest rate is
applied to the gross carrying amount of the assets (when the asset is not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
|
m.
|
Leases
|
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
At the commencement or on modification of a contract that contains a lease
component, the Group allocates the contract consideration to each lease component on the basis of its relative stand-alone prices. However, for leases of property the Group has elected not to separate the non-lease components and account for
the lease and non-lease components as a single lease component.
F-26
TABLE OF CONTENTS
The Group recognizes a right-of-use asset and a lease liability on the lease
commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred
and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end date of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of right-of-use asset reflects that the Group will exercise
a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental
borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates
from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of asset leased.
Lease payments included in the measurement of the lease liability comprise the
following:
|
•
|
Fixed payments; including in-substance fixed payment:
|
|
•
|
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
|
|
•
|
Amounts expected to be payable under a residual value guarantee, and
|
|
•
|
The exercise price under purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal
period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
|
The lease liability is measured at reinforced cost using the effective interest
method and data measured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use assets, or is recorded in profit or loss in the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and lease liabilities
for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
|
n.
|
Contingencies
|
Liabilities for loss contingencies are recorded when it is probable that a
liability has been incurred and the amount thereof can be reasonably estimated. When a reasonable estimation cannot be made, disclosure is provided in the notes to the combined financial statements. Contingent revenues, earnings or assets are
not recognized until realization is assured.
F-27
TABLE OF CONTENTS
|
o.
|
Provisions
|
Provisions are determined by discounting the expected future cash flows at a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.
|
p.
|
Contributions for future net assets
|
Contributions for future net assets are contributions granted by the
shareholders of the Group that will become part of the net parent investment on a certain date or when certain conditions are met, these contributions are recognized at the transaction price as a liability since there is no present value
interest component to recognize.
|
q.
|
Fair value measurement
|
‘Fair value’ is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market in which the Group has access at that date. The fair value of a liability
reflects its non-performance risk.
A number of the Group’s accounting policies and disclosures require the
measurement of fair values, for both financial and non-financial assets and liabilities (see note 14).
When one is available, the Group measures the fair value of an instrument using
the quoted price in an active market for that instrument. A market is considered ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation
techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a
transaction.
If an asset or a liability measured at fair value has a bid price and an ask
price, then the Group measures assets and long positions at a bid price and liabilities and short positions at an ask price.
The best evidence of the fair value of a financial instrument on initial
recognition is normally the transaction price, i.e., the fair value of the consideration given or received.
If the Group determines that the fair value on initial recognition differs from
the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which unobservable inputs are judged to be insignificant in relation
to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price.
Subsequently, that difference is recognized in profit or loss on an appropriate
basis over the life of the instrument, but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.
|
r.
|
Other liabilities
|
Other liabilities mainly consists of contributions granted by Hyatt and Accor
under the concept of ‘key money’ per the Hotel Services Agreement and the Hotel Management Agreement, respectively. The ‘key money’ was granted as an inducement to the Group to enter into such agreements. The Group recognizes these
contributions in other liabilities against cash, and the Group subsequently amortizes the total amount on a monthly, straight-line basis from the first month the ‘key money’ is received and continuing during the term of the agreement. If the
agreements are canceled or terminated before the agreed term, the Group shall repay to the operators the remaining unamortized amount.
|
s.
|
Consolidated and Combined Statements of cash flows
|
The consolidated and combined statement of cash flows detail the cash inflows
and outflows that occurred during the period. In addition, the combined statement of cash flows starts with the profit
F-28
TABLE OF CONTENTS
before income taxes and other comprehensive income, presenting first cash
flows from operating activities, then investment activities and finally, financing activities.
The consolidated and combined statement of cash flows for the years ended
December 31, 2024, 2023 and 2022 were prepared using the indirect method.
|
4.
|
New standards or amendments issued
|
In the current year, the Group has applied a number of amendments to IFRS
Accounting Standards issued by the IASB that are mandatorily effective for an accounting period that begins on or after January 1, 2024. Their adoption has no t had any material impact on the disclosures or the amounts reported in these financial statements.
2024
|
a.
|
New accounting standards or amendments for 2024
|
A number of new accounting standards and amendments to accounting standards are
effective for annual periods beginning on January 1, 2024, and have been adopted by the Company. Their adoption has not had any material impact on the disclosures or the amounts reported in these financial statements.
Amendments to IAS 1 - Presentation of Financial Statements - Classification of
Liabilities as Current or Non-Current (“2020 Amendment”) - The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that
classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and
introduce a definition of “settlement” to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is effective for annual reporting periods beginning on or after
January 1, 2024. The Company did no t have a significant impact from the adoption of this standard.
|
b.
|
New and amended IFRS Accounting Standards issued but not yet effective
|
At the date of authorization of these financial statements, the Company has not
applied the following new IFRS Accounting Standards that have been issued but are not yet effective:
IFRS 18 Presentation and Disclosure in Financial Statements – On April 9, 2024,
the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. The
new accounting standard introduces significant changes to the structure of a group’s income statement and new principles for aggregation and disaggregation of information. IFRS 18 applies for annual reporting periods beginning on or after
January 1, 2027. Earlier application is permitted. The Company is currently evaluating the impact from the adoption of IFRS 18 on its financial statements.
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – On
May 30, 2024, IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which clarifies the classification of financial assets with environmental, social and corporate governance (ESG) and similar
features, derecognition of financial liability settled through electronic payment systems and also introduces additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at
fair value through other comprehensive income and financial instruments with contingent features. The effective date for adoption of this amendment is annual reporting periods beginning on or after January 1, 2026, and early adoption is
permitted. The Company is currently evaluating the impact from the adoption of the amendments on its consolidated financial statements
The Company has not early adopted any forthcoming new or amended accounting
standards in preparing these financial statements. The Company does not expect to have a significant impact from the adoption of the forthcoming standards.
F-29
TABLE OF CONTENTS
|
5.
|
Cash and cash equivalents and restricted cash
|
As of December 31, 2024 and 2023, cash and cash equivalents and restricted cash
is as follows:
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2022
|
|
Cash
|
|
|
$
|
|
|
$
|
|
Bank deposits(1)(2)(3)
|
|
|
|
|
|
|
|
Total cash and cash equivalents and restricted cash
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
6.
|
Related-party transactions and balances
|
Transactions with key management personnel
|
i.
|
Key management personnel compensation
|
Compensation of the Group’s key management personnel includes only short-term
employee benefits in the amount of $14,066,344 , $13,185,131 and $17,384,930 during 2024, 2023 and 2022, respectively.
|
ii.
|
Outstanding balances with related parties as of December 31, 2024 and 2023 are shown as follows:
|
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Receivable
|
|
|
|
|
|
|
|
Affiliate:
|
|
|
|
|
|
|
|
Elías Sacal Cababie(1)
|
|
|
$
|
|
|
$
|
|
E.S. Agrupación, S. A. de C. V.(2)&(8)
|
|
|
|
|
|
|
|
Marcos Sacal Cohen(3)
|
|
|
|
|
|
|
|
Edgar Armando Padilla Pérez(4)
|
|
|
|
|
|
|
|
Rubén Álvarez Laris(5)
|
|
|
|
|
|
|
|
Total related parties receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payable:
|
|
|
|
|
|
|
|
Affiliate:
|
|
|
|
|
|
|
|
Impulsora Turística de Vallarta, S. A. de C. V.(6)
|
|
|
$
|
|
|
$
|
|
Sofoplus S.A.P.I de C. V., SOFOM ER(7)
|
|
|
|
|
|
|
|
BVG Infraestructura, S. A. de C. V.(9)
|
|
|
|
|
|
|
|
Total related parties payable
|
|
|
|
|
|
|
|
Current portion
|
|
|
|
|
|
|
|
Long term portion
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
(1)
|
This balance is composed of several loan agreements as follows:
|
|
(a)
|
On February 10, 2023, Murano World granted a short-term loan of U.S.$
|
F-30
TABLE OF CONTENTS
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3)
|
|
|
(4)
|
|
|
(a)
|
On May 5, 2023, Murano Management granted a short-term loan of $
|
|
(b)
|
On May 5, 2023, Murano Management granted a short-term loan of $
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
F-31
TABLE OF CONTENTS
|
(8)
|
|
|
(9)
|
|
Reconciliation of movements of liabilities
to cash flows arising from financing activities
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
Balances as of January 1, 2024
|
|
|
$
|
|
Payments
|
|
|
(
|
|
Interest paid
|
|
|
(
|
|
Proceeds from loans
|
|
|
|
|
Accrued interest
|
|
|
|
|
Total changes from financing cash flows
|
|
|
|
|
Effect on changes in foreign exchange rates
|
|
|
|
|
Balances as of December 31, 2024
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
Balances as of January 1, 2023
|
|
|
$
|
|
Payments
|
|
|
(
|
|
Interest paid
|
|
|
(
|
|
Proceeds from loans
|
|
|
|
|
Accrued interest
|
|
|
|
|
Total changes from financing cash flows
|
|
|
|
|
Effect on changes in foreign exchange rates
|
|
|
(
|
|
Balances as of December 31, 2023
|
|
|
$
|
|
|
|
|
|
|
7.
|
Property, construction in process and equipment
|
Reconciliation of carrying amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
Construction in
process
|
|
|
Buildings
|
|
|
Elevators
|
|
|
Computer
equipment
|
|
|
Transportation
Equipment
|
|
|
Furniture(1)
|
|
|
Equipment
and
other assets
|
|
|
Total
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of January 1, 2022
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Revaluation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31, 2022
|
|
|
$
|
|
|
$
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Capitalization of FF&E and OS&E, buildings
and elevators
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
|
|
|
(
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
Balances as of December 31, 2023
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization of FF&E and OS&E, buildings
and elevators
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31, 2024
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-32
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
Construction in
process
|
|
|
Buildings
|
|
|
Elevators
|
|
|
Computer
equipment
|
|
|
Transportation
Equipment
|
|
|
Furniture(1)
|
|
|
Equipment
and
other assets
|
|
|
Total
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of January 1, 2022
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Balances as of December 31, 2022
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
Depreciation
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Balances as of December 31, 2023
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Depreciation
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Balances as of December 31, 2024
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Carrying amounts as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2022
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
December 31, 2023
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
December 31, 2024
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Construction in process
GIC I is a hotel project in Cancun which when complete will have 1,016 rooms. Construction is nearing completion and operations commenced during 2024 with the first 400 keys of the Vivid Hotel already open and the remaining 616
keys of Dreams expected to open in the fourth quarter of 2025, The total amount expected to be invested in the construction is $3,200,000,000 ,
excluding financial cost and cost of land. As of December 31, 2024 and 2023, amounts incurred in the construction in process during the calendar year are $1,296,109,229 and $1,388,105,617 , respectively.
GIC II is a plot of land located in Cancun, Quintana Roo, where the Group plans
to develop approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach
club. For the years ended December 31, 2024 and 2023, construction costs incurred were $6,014,159 and $1,577,714 , respectively. See Notes 1 a. and 19 for additional details about the GIC Complex.
Insurgentes Hotel is a hotel complex comprising two individual hotels with a combined capacity of 396
rooms, located in Mexico City. This hotel commenced operations in the first quarter of 2023. As of December 31, 2024 there were no
additional capitalized costs incurred for the property. For the year ended December 31, 2023, construction costs incurred were $79,064,992 .
Capitalization of borrowing cost included in the incurred cost of the
construction of the above hotel facilities for the years ended December 31, 2024 and 2023 of $303,443,168 and $275,133,471 , respectively, were calculated using a capitalization rate of 100 % since all the loans held by the Group are specific and directable attributable to the construction in process.
Non-cash and cash transactions in
Property, construction in process and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Balances as of January 1
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Non-cash transactions:
|
|
|
|
|
|
|
|
|
|
|
Revaluation of land and construction in process
|
|
|
|
|
|
(
|
|
|
|
|
Effect on movement in exchange rates on cash held
|
|
|
|
|
|
|
|
|
|
|
Total non-cash transactions
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-33
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Cash transactions:
|
|
|
|
|
|
|
|
|
|
|
Construction in process and equipment
|
|
|
|
|
|
|
|
|
|
|
Accrued capitalized borrowing costs
|
|
|
|
|
|
|
|
|
|
|
Total cash transactions
|
|
|
|
|
|
|
|
|
|
|
Balances as of December 31
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Measurement of fair value
Land, construction in process and
buildings
Fair value hierarchy
The Group engages third-party qualified appraisers to perform the valuation of
the land, construction in process and buildings annually. The technical committee works closely with qualified external appraisers to establish the appropriate valuation techniques and inputs to the model. The fair value measurement for the
land, construction in process and buildings has been categorized as a Level 3 fair value based on the inputs to the valuation technique used. Changes in fair value are recognized in Other Comprehensive Income (OCI) or profit or loss to the
extent losses exceed any revaluation gains.
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair
value of the land, construction in process and buldings, as well as the significant unobservable inputs used.
The revaluation surplus (loss) for the years ended December 31, 2024, 2023 and
2022 were $334,809,588 , $(889,982,346 )
and $6,009,039,346 , respectively.
|
|
|
|
|
|
|
|
|
Valuation technique
|
|
|
Significant unobservable inputs
|
|
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
|
Land
|
|
|
|
|
|
|
|
Group directors use the market-based approach to determine the value of
the land as described in the valuation reports prepared by the appraisers.
|
|
|
The appraiser compared the comps to the Subject Assets using comparison
elements that include market conditions, location, and physical characteristics.
|
|
|
The estimated fair value would increase if the adjustments applied were
higher.
|
|
In estimating the fair value of the subject assets, the appraiser
performed the following:
|
|
|
|
|
|
|
|
•
Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
•
Selected relevant units of comparison (e.g., price per square meter), and developed a comparative analysis for each.
•
Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical characteristics; and adjusted
the comps as appropriate.
|
|
|
•
Location (0.80 - 1).
•
Size (1.08 - 1.20).
•
Market conditions (0.8 - 1).
|
|
|
|
|
|
|
|
|
|
|
|
F-34
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
||
|
Valuation technique
|
|
|
Significant unobservable inputs
|
|
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
|
||
|
•
Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication.
•
The selected price per square meter is consistent with market prices rates paid by market participants and/or current asking market prices rates for comparable properties.
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Construction in process
|
|
|
|
|
|
|
|
||
|
Group directors use the cost approach to determine the value of
construction in process as described in the valuation reports prepared by the appraisers.
In estimating the fair value of building and site improvements, the
appraiser performed the following:
|
|
|
The appraiser used an adjustment factor regarding the status of the
construction in process.
Work in progress adjustment (0.6 – 0.98).
|
|
|
The estimated fair value would increase if the adjustments applied were
higher.
|
|
||
|
•
Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
•
Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Building
|
|
|
|
|
|
|
|
||
|
Group directors use the fair market value based on the discounted
cashflow approach to determine the value buildings in current operation that Management considers are in the final stage of ramp up as described in the valuation reports prepared by the appraisers (Insurgentes 421 complex), as well as
use the cost approach to determine the value of buldings in current operation that has beginning their ramp up period (Cancun Complex/Hotel Vivid portion).
In estimating the fair value of building and site improvements, the
appraiser performed the following:
|
|
|
The appraiser used the discounted cashflow approach to determine the
value of the buildings:
Expected market rental growth 2025 – 8.9% and 4.6% long term.
Discount rate – 12.5%
Occupancy rate – 2025 68% and once stabilized 70.0% and 72.5% after 2029
|
|
|
The estimated fair value would increase if the adjustments applied were
higher.
|
|
||
|
•
Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration.
•
Estimated incomes based in the trends of historical operations
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
F-35
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
Valuation technique
|
|
|
Significant unobservable inputs
|
|
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
|
•
Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
•
Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
If the Group’s land, construction in process and buildings been measured on a
historical cost basis, the carrying amounts would have been as shown in the next page.
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Land
|
|
|
$
|
|
|
$
|
|
Construction in process
|
|
|
|
|
|
|
|
Buildings
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Security
As of December 31, 2024 and 2023, properties with carrying amount of $18,817,329,303 , and $17,694,421,947 ,
respectively, were subject to mortgages or security trusts that form part of the security for certain bank loans. A list of the properties granted and the related loans is as follows:
2024
|
|
|
|
|
|
Property
|
|
|
Associated Credit Reference
|
|
Units 1, 2 / Grand Island
|
|
|
See Note 10 Terms and repayment schedule (16)
|
|
Unit 3 / Grand Island II
|
|
|
See Note 10 Terms and repayment schedule (8), (9), (14) & (15)
|
|
Units 4 & 5
|
|
|
See Note 10 Terms and repayment schedule (13)
|
|
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
|
|
|
|
|
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
|
|
|
See Note 10 Terms and repayment schedule (4), (5), (6) & (7) and
Note 6 reference 7
|
|
Insurgentes Sur 421 Complex
|
|
|
See Note 10 Terms and repayment schedule (3)
|
|
Beach Club – Playa Delfines
|
|
|
See Note 10 Terms and repayment schedule (10)
|
|
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup.
4,117.88 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M,
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
|
|
|
|
F-36
TABLE OF CONTENTS
|
|
|
|
|
|
Property
|
|
|
Associated Credit Reference
|
|
Sup. 11,986.53 M2
|
|
|
|
|
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
|
|
|
|
2023
|
|
|
|
|
|
Property
|
|
|
Associated Credit Reference
|
|
Unit 1, 2, 4 y 5 / Grand Island
|
|
|
See Note 10 Terms and repayment schedule (1)
|
|
Unit 3 / Grand Island II
|
|
|
See Note 10 Terms and repayment schedule (8), (9), (14) & (15)
|
|
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
|
|
|
|
|
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
|
|
|
See Note 10 Terms and repayment schedule (4), (5), (6) & (7) and
Note 6 reference 7
|
|
Insurgentes Sur 421 Complex
|
|
|
See Note 10 Terms and repayment schedule (3)
|
|
Beach Club – Playa Delfines
|
|
|
See Note 10 Terms and repayment schedule (1) and (10)
|
|
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup.
4,117.88 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M, Sup. 11,986.53 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
|
|
|
See Note 10 Terms and repayment schedule (7)
|
|
|
|
|
|
|
8.
|
Investment property
|
Reconciliation of carrying amount
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Balances as of January 1,
|
|
|
$
|
|
|
$
|
|
Changes in fair value
|
|
|
|
|
|
(
|
|
Balances as of December 31,
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
Investment property Investment property is initially measured at cost and
subsequently at fair value, changes in fair value are recognized as gain in profit or loss. All gains are unrealized.
The investment property is planned for the development of an industrial park,
this project is expected to include approximately a leasable area of 363,262 sqm as described in Note 1.
F-37
TABLE OF CONTENTS
Measurement of fair value
Fair value hierarchy
The Group engages third-party qualified appraisers to perform the valuation of
the investment properties annually. The technical committee works closely with qualified external appraisers to establish the appropriate valuation techniques and inputs to the model.
The fair value measurement for all of the investment properties has been
categorized as a Level 3 fair value based on the inputs to the valuation technique used.
Valuation technique and significant
unobservable inputs
The following table shows the valuation technique used in measuring the fair
value of the investment property, as well as the significant unobservable inputs used.
|
|
|
|
|
|
|
|
|
Valuation technique
|
|
|
Significant unobservable inputs
|
|
|
Inter-relationship between
significant unobservable
inputs and fair value measurement
|
|
Group directors use the market-based approach to determine the value of
the subject assets as described in the valuation reports prepared by the appraisers.
In estimating the fair value of the subject assets, the appraiser
performed the following:
•
Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
•
Selected relevant units of comparison (e.g., price per square meter), and developed a comparative analysis for each.
•
Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical characteristics; and adjusted the comps as appropriate.
•
Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication.
The selected price per square meter is consistent with market price rates
paid by market participants and/or current asking market prices rates for comparable properties.
|
|
|
The appraiser compared the comps to the Subject Assets using comparison
elements that include market conditions, location, and physical characteristics.
•
Location (0.80 – 1).
•
Size (1.08 – 1.20).
•
Market conditions (0.8 – 1).
|
|
|
The estimated fair value would increase if adjustments applied were
higher.
|
|
|
|
|
|
|
|
|
F-38
TABLE OF CONTENTS
Security
As of December 31, 2024 and 2023, properties with a carrying amount of $1,340,000,000 and $1,100,491,490 were
subject to a registered debenture that forms security for certain loans. A list of the properties granted and the related loans is as shown in the next page.
|
|
|
|
|
|
||||
|
Property
|
|
|
Associated Credit Reference
|
|
||||
|
Plot of land: La Costa Bajamar / Lote MP1, Fracc. A,
Manzana S/M, Sup. 271,042.763 M2
|
|
|
See Note 10 Terms and repayment schedule
(4), (5) (6) & (7) and Note 6 references (7).
|
|||||
|
Plot of land: La Costa Bajamar: Lote MP1, Fracc. B,
Manzana S/M, Sup. 304,851.487 M2
|
|
|||||||
|
Plot of land: La Costa Bajamar: Lote MP1, Fracc. C,
Manzana S/M, Sup. 353,797.091 M2
|
|
|||||||
|
Plot of land: La Costa Bajamar: Fracc. Servidumbre
de Paso, Manzana S/M, Sup. 41,084.499 M2
|
|
|||||||
|
|
|
|||||||
|
9.
|
Leases
|
The Group leases equipment, office space and vehicles. Lease terms vary from
contract to contract. Information on leases in which the Group is a lessee is presented below.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition
of investment property.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
Hotel Equipment
|
|
|
Offices
|
|
|
Vehicles
|
|
|
Total
|
|
Balance as of January 1,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation charge for the year
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Balance as of December 31,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
Hotel Equipment(1)
|
|
|
Offices
|
|
|
Vehicles
|
|
|
Total
|
|
Balance as of January 1,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation charge for the year
|
|
|
(
|
|
|
(
|
|
|
(
|
|
|
(
|
|
Balance as of December 31,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
Vehicles
|
|
Balance as of January 1,
|
|
|
$
|
|
Depreciation charge for the year
|
|
|
(
|
|
Balance as of December 31,
|
|
|
$
|
|
|
|
|
|
|
(1)
|
|
Amounts recognized in profit or loss
|
|
|
|
|
||||||
|
|
|
|
For the Years Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Amounts recognized in profit and loss
|
|
|
|
|
|
|
|
|
|
|
Interest on lease liabilities
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Expenses related to short-term leases
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Amounts recognized in the
consolidated and combined statement of cash flow
|
|
|
|
|
|
|
|
|
|
|
Total cash outflow
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
F-39
TABLE OF CONTENTS
Guarantee deposits
As part of the hotel equipment leasing, the Group provided a guarantee deposit
of $4,870,138 , as of December 31, 2023.
|
10.
|
Long-term debt
|
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Current portion of secured bank loans
|
|
|
$
|
|
|
$
|
|
Unsecured bank loans
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
Secured bank loans
|
|
|
$
|
|
|
$
|
|
Unsecured bank loans
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
The secured bank loans are secured over land and construction in process with a
carrying amount of $20,157,329,304 and $17,694,421,947
as of December 31, 2024 and 2023, respectively (see Note 7 and Note 8 Security).
Information about the Group’s exposure to interest rate, foreign currency and
liquidity risks is included in Note 13.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|||
|
Currency
|
|
|
|
|
|
Nominal interest
rate 2024
|
|
|
Nominal interest
rate 2023
|
|
|
Maturity
|
|
|
December 31,
2024
|
|
|
December 31,
2023
|
|
Fideicomiso Murano 2000 CIB/3001
(subsidiary of Murano World):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Nacional de Comercio Exterior S.N.C.
Institución de Banca de Desarrollo (“Bancomext”)(1)
|
|
|
|
|
|
SOFR +
|
|
|
SOFR +
|
|
|
|
|
|
$
|
|
|
$
|
|
Caixabank, S.A. Institución de Banca Múltiple
(“Caixabank”)(1)
|
|
|
|
|
|
SOFR +
|
|
|
SOFR +
|
|
|
|
|
|
|
|
|
|
|
Sabadell, S.A. Institución de Banca Múltiple
(“Sabadell”)(1)
|
|
|
|
|
|
SOFR +
|
|
|
SOFR +
|
|
|
|
|
|
|
|
|
|
|
Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R.
(Avantta)(1)
|
|
|
|
|
|
SOFR +
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Nacional Financiera, Sociedad Nacional de Crédito,
Institución de Banca de Desarrollo (“NAFIN”)(1)
|
|
|
|
|
|
SOFR +
|
|
|
SOFR +
|
|
|
|
|
|
|
|
|
|
|
Bancomext(2)
|
|
|
|
|
|
TIIE
|
|
|
TIIE
|
|
|
See(2)
|
|
|
|
|
|
|
|
Cost to obtain loans and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
Total Fideicomiso Murano 2000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inmobiliaria Insurgentes 421:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bancomext(3)
|
|
|
|
|
|
SOFR +
|
|
|
SOFR +
|
|
|
|
|
|
|
|
|
|
|
Cost to obtain loans and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Total Inmobiliaria Insurgentes 421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-40
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|||
|
Currency
|
|
|
|
|
|
Nominal interest
rate 2024
|
|
|
Nominal interest
rate 2023
|
|
|
Maturity
|
|
|
December 31,
2024
|
|
|
December 31,
2023
|
|
Murano World:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exitus Capital S.A.P.I de C. V. ENR (“Exitus
Capital”)(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exitus Capital(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exitus Capital(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exitus Capital(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arrendadora Fínamo,S.A. de C.V. (“Finamo”)(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administradora de Soluciones de Capital, S.A. de C.V.
SOFOM ENR (Finamo)(9)
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
ALG(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santander International(11)
|
|
|
|
|
|
Best Rate+
|
|
|
Best Rate+
|
|
|
|
|
|
|
|
|
|
|
Cost to obtain loans and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
(
|
|
Total Murano World
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edificaciones BVG:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exitus Capital(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Edificaciones BVG
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Murano PV:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAFIN(13)
|
|
|
|
|
|
SOFR +
year SOFR +
SOFR +
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administradora de Soluciones de Capital, S.A. de C.V.
SOFOM NR (ASC Finamo)(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASC Finamo(15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost to obtain loans and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Total Murano PV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fideicomiso 4323 (issuer trust):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes(16)
|
|
|
|
|
|
capitalized first three years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost to obtain loans and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Total Fideicomiso 4323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current instalments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding current instalments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
F-41
TABLE OF CONTENTS
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
|
(8)
|
|
|
(9)
|
|
|
(10)
|
|
|
(11)
|
|
|
(12)
|
|
|
(13)
|
|
|
(14)
|
|
F-42
TABLE OF CONTENTS
|
(15)
|
|
|
(16)
|
|
As of December 31, 2024, the Group complied with all terms and covenants
included in the loan agreements, except for the following:
Inmobiliaria Insurgentes I421
As of December 31, 2024, the reserve account under the Bancomext loan was not
funded causing a covenant breach of this loan, the lender has the ability to call the loan and as a result the loan was classified in current liabilities.
Murano World
Murano World did not comply with the interest payment under the ALG loan with
respect to the coupon due in December 2024 causing a covenant breach of this loan, the lender has the ability to call the loan and as a result the loan was classified in current liabilities. See note 20 for additional reference.
As of December 31, 2023, the Group complied with all terms and covenants
included in the loan agreements, except for the following:
Inmobiliaria Insurgentes I421
As of December 31, 2023, the additional debt service reserve fund of the
Bancomext loan was not fully funded, and the Group requested a waiver from the lender in connection with the funding obligations of the debt service reserve funds. As described above on, April 4, 2024, the Group obtained an event of default
waiver provided by Bancomext which waived the breach, so the lender would not call the debt. The Group classified the outstanding balance of this loan as a current liability due to the waiver being obtained after year-end.
Fideicomiso Murano 2000 CIB/3001
The Group anticipated that it might not have the debt service reserve account
fully funded as of December 31, 2023, and requested a waiver from the lenders. Such waiver was received on December 29, 2023. Consequently, the breach was waived as of December 31, 2023.
See Notes 2c. for the impacts on the Company´s ability to continue as a going
concern due to breaches in covenants at December 31, 2024. See note 19 Commitments and Contingencies for discussion of the possible impact of potential future covenant breaches. See note 20 for subsequent events regarding covenants breaches
after December 31, 2024.
Guarantee deposits
As part of the agreements with Fínamo, see numeral (7) above, the Group provided
several guarantee deposits, totalling $14,769,966 as of December 31, 2023.
F-43
TABLE OF CONTENTS
Reconciliation of movements of
liabilities to cash flows arising from financing activities
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
Balances as of January 1, 2024
|
|
|
$
|
|
Payments
|
|
|
(
|
|
Interest paid
|
|
|
(
|
|
Interest paid and capitalized (Note 7)
|
|
|
(
|
|
Proceeds from loans
|
|
|
|
|
Accrued interest
|
|
|
|
|
Amortization of cost to obtain loans and commissions
|
|
|
|
|
Costs to obtain loans and commissions
|
|
|
(
|
|
Total changes from financing cash flows
|
|
|
|
|
Effect on changes in foreign exchange rates
|
|
|
|
|
Balances as of December 31, 2024
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
Balances as of January 1, 2023
|
|
|
$
|
|
Payments
|
|
|
(
|
|
Interest paid
|
|
|
(
|
|
Interest paid and capitalized (see note 7)
|
|
|
(
|
|
Proceeds from loans
|
|
|
|
|
Accrued interest
|
|
|
|
|
Amortization of cost to obtain loans and commissions
|
|
|
|
|
Costs to obtain loans and commissions
|
|
|
(
|
|
Total changes from financing cash flows
|
|
|
|
|
Effect on changes in foreign exchange rates
|
|
|
(
|
|
Balances as of December 31, 2023
|
|
|
$
|
|
|
|
|
|
|
11.
|
Employee benefits
|
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Net defined benefit liability:
|
|
|
|
|
|
|
|
Liability for social security contributions
|
|
|
$
|
|
|
$
|
|
Liability for long-service leave
|
|
|
|
|
|
|
|
Total employee benefit liability
|
|
|
|
|
|
|
|
Non-current
|
|
|
$
|
|
|
$
|
|
Current
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
In accordance with Mexican Labor Law, the Group provides seniority premium
benefits, which consist of a single payment of 12 days for each year worked based on the last salary, limited to twice the minimum salary established by law. The relative liability and the annual cost of benefits are calculated by independent
actuaries in accordance with the bases defined in the plans, using the projected unit credit method.
F-44
TABLE OF CONTENTS
Movement in net defined benefit liability
|
|
|
|
|
||||||
|
|
|
|
As of December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Balance as of January 1,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Included in profit and loss:
|
|
|
|
|
|
|
|
|
|
|
Current service cost
|
|
|
|
|
|
|
|
|
|
|
Interest cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in OCI
|
|
|
|
|
|
|
|
|
|
|
Remeasurement in loss (gain)
|
|
|
(
|
|
|
(
|
|
|
|
|
Payments
|
|
|
|
|
|
|
|
|
|
|
Benefits paid
|
|
|
(
|
|
|
(
|
|
|
|
|
Balance as of December 31,
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial assumptions
The following were the principal actuarial assumption at the reporting date
(expressed as weighted averages):
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
|
Discount rate
|
|
|
|
|
|
|
|
Salary growth
|
|
|
|
|
|
|
|
Future salary growth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024 and 2023, the weighted -average duration of the defined
benefit obligation was 15
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant
actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
|
|
|
|
|
|
|
|
||||||
|
|
|
|
As of December 31, 2024
|
|
|
As of December 31, 2023
|
||||||
|
|
|
|
Increase
|
|
|
Decrease
|
|
|
Increase
|
|
|
Decrease
|
|
Discount rate (1% variance)
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.
|
Warrants liability
|
In connection with the completion of the business combination on March 20, 2024,
each of 16,875,000 HCM’s outstanding warrants were converted into the Group’s warrants at 1 :1 ratio. The warrants allow the holder to subscribe for ordinary shares of the Company at an exercise price of U.S.$11.50 per whole warrant. The warrants shall expire on the five year
anniversary of the closing date.
F-45
TABLE OF CONTENTS
Changes in warrant liabilities
The financial liabilities for the warrants are accounted for at fair value
through profit or loss, and are measured with reference to its market price.
Movements in the warrant liabilities for the year ended December 31, 2024 are
summarized as follows:
|
|
|
|
|
|||
|
|
|
|
Public warrants
|
|||
|
|
|
|
Number of warrants
|
|
|
Value
|
|
Warrants assumed in connection
with the business combination held on March 20, 2024
|
|
|
|
|
|
$
|
|
Change in fair value of warrant liabilities
|
|
|
|
|
|
|
|
Warrants exercised
|
|
|
|
|
|
(
|
|
Exchange rate effect
|
|
|
—
|
|
|
|
|
As of December 31 , 2024
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
13.
|
Income tax
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Current tax (benefit) expense
|
|
|
|
|
|
|
|
|
|
|
Current income tax
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Deferred income tax
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The Mexican Tax Law effective as of January 1, 2014 is applicable to the Group, which imposes an
income tax rate of 30 %.
The UK entities are subject to UK corporation tax with an applicable rate of 25 %.
Amounts recognized in profit or loss
Management has determined that the recoverability of cumulative tax losses,
which expire in 2026 - 2033, is not feasible based on estimated breakeven of hotel operations. Therefore, the Group has not recognized certain expected income tax losses in the determination of deferred income tax, except for those companies
that have taxable profit to offset the income tax losses.
Amounts recognized in OCI
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
As of December 31, 2024
|
|
|
As of December 31, 2023
|
|
|
As of December 31, 2022
|
||||||||||||||||||
|
|
|
|
Before
tax
|
|
|
Tax (expense
benefit)
|
|
|
Net of
tax
|
|
|
Before
tax
|
|
|
Tax
(expense)
benefit
|
|
|
Net of
tax
|
|
|
Before
tax
|
|
|
Tax (expense)
benefit
|
|
|
Net of
tax
|
|
Items that will not be
reclassified to profit and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurements of defined benefit liability
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
Revaluation of property, construction in process
and equipment
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-46
TABLE OF CONTENTS
Reconciliation of effective tax rate
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
(Loss) profit before income tax
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
Tax using the Company´s domestic tax rate
|
|
|
|
|
|
|
|
|
|
|
Income tax at legal tax rate
|
|
|
(
|
|
|
|
|
|
|
|
Tax effect of:
|
|
|
|
|
|
|
|
|
|
|
Annual adjustment inflation
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expenses
|
|
|
|
|
|
|
|
|
|
|
Mainly change in allowance for NOL’s and other
permanent differences
|
|
|
|
|
|
(
|
|
|
|
|
Total tax expense
|
|
|
$
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Movement in deferred tax balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
Net balance
as of January 1,
|
|
|
Recognized in
profit and loss
|
|
|
Recognized in OCI
|
|
|
Final balance
|
|
Prepayments
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
$(
|
|
Property, plant and equipment
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
PP&E Surplus
|
|
|
(
|
|
|
|
|
|
(
|
|
|
(
|
|
PP&E (capitalized foreign exchange rate and
interest expense)
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Investment properties
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
Right of use of assets
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Derivatives
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
Accruals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt cost to be amortized
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Advance customers
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Equipment rent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees’ benefits
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Employees’ statutory profit sharing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
Net balance
as of January 1,
|
|
|
Recognized in
profit and loss
|
|
|
Recognized in OCI
|
|
|
Final balance
|
|
Prepayments
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
$(
|
|
Property, plant and equipment
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
PP&E Surplus
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
PP&E (capitalized foreign exchange rate and
interest expense)
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
Investment properties
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Right of use of assets
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Derivatives
|
|
|
(
|
|
|
|
|
|
|
|
|
(
|
|
Accruals and borrowing cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance customers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees’ benefits
|
|
|
|
|
|
|
|
|
(
|
|
|
|
|
Employees’ statutory profit sharing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-47
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
Net balance
as of January 1,
|
|
|
Recognized in
profit and loss
|
|
|
Recognized in OCI
|
|
|
Final balance
|
|
Prepayments
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
|
$(
|
|
Property, plant and equipment
|
|
|
(
|
|
|
|
|
|
(
|
|
|
(
|
|
PP&E (capitalized foreign exchange rate and
interest expense)
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
Investment properties
|
|
|
(
|
|
|
(
|
|
|
|
|
|
(
|
|
Derivatives
|
|
|
|
|
|
(
|
|
|
(
|
|
|
|
|
Accruals
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
Employees’ benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees’ statutory profit sharing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items,
because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.
|
|
|
|
|
|
|
|
||||||
|
|
|
|
As of December 31, 2024
|
|
|
As of December 31, 2023
|
||||||
|
|
|
|
Gross amount
|
|
|
Tax effect
|
|
|
Gross amount
|
|
|
Tax effect
|
|
Income tax losses
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Interest to be deducted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax losses carried forward
Tax losses for which no deferred tax assets was recognized expire as follows:
|
|
|
|
|
|
|
|
|
Year
|
|
|
Gross
amount
|
|
|
Expire
rate
|
|
2016
|
|
|
$
|
|
|
|
|
2018
|
|
|
|
|
|
|
|
2020
|
|
|
|
|
|
|
|
2021
|
|
|
|
|
|
|
|
2022
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
2024
|
|
|
|
|
|
|
|
Total income tax losses
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The Company has NOLs in the trusts that only can be used by them up to the
reverse of the NOLs in fuure periods. These NOLs can not be used by other entities within the Group.
F-48
TABLE OF CONTENTS
|
14.
|
Financial instruments - Fair value and risk management
|
Accounting classification
The following table shows the carrying amounts of financial assets and financial
liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value since the carrying amount is a reasonable approximation of fair value.
|
|
|
|
|
|||||||||
|
|
|
|
As of December 31, 2024
|
|||||||||
|
|
|
|
Mandatory at
FVTPL
|
|
|
Financial assets at
amortized cost
|
|
|
Other financial
assets
(liabilities)
|
|
|
Total
|
|
Financial assets not measured at
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and
restricted cash (Level 1)
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
Financial liability measured at
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liability (Level 2)
|
|
|
$(
|
|
|
|
|
|
|
|
|
( |
|
Financial liabilities not
measured
at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured bank loans
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Unsecured bank loans
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
As of December 31, 2023
|
|||||||||
|
|
|
|
Mandatory at
FVTPL
|
|
|
Financial assets at
amortized cost
|
|
|
Other financial
assets
(liabilities)
|
|
|
Total
|
|
Financial assets measured at
fair
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps (Level 2)
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Financial assets not
measured at
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and
restricted cash (Level 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities not
measured at
fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured bank loans
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
|
Unsecured bank loans
|
|
|
|
|
|
(
|
|
|
|
|
|
(
|
Measurement of fair values
|
i.
|
Valuation techniques and significant unobservable inputs
|
The following table shows the valuation technique used in measuring Level 2 fair
value of financial instruments in the statements of financial position.
Financial instruments measured at fair value
|
|
|
|
|
|
Type
|
|
|
Valuation technique
|
|
Interest rate swaps
|
|
|
FV is determined using market participant assumptions to measure these
derivatives. Market participants’ assumptions include the risk inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable.
|
|
|
|
|
|
|
ii.
|
Transfers between levels
|
There were no no
F-49
TABLE OF CONTENTS
Financial risk managements
The Group has exposure to the following risks arising from financial
instruments:
|
-
|
Liquidity risk
|
|
-
|
Market risk
|
|
i.
|
Risk management framework
|
Management of the Group has overall responsibility for the establishment and
oversight of the Group’s risk management framework. Management is responsible for developing and monitoring the Group’s risk management policies and reports regularly to the board of directors on its activities.
The Group’s risk management policies are established to identify and analyze the
risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.
The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group´s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet
its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group´s reputation.
The Group uses the activity-based costing to cost its products and services,
which assists in monitoring cash flow requirements and optimizing its cash return on investment.
The Group aims to maintain the level of its cash and cash equivalents at an
amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next 60 days.
The Group also monitors the level of expected cash inflows on trade and other
receivables together with expected cash outflows on trade and other payables.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities
at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:
|
|
|
|
|
|||||||||||||||
|
|
|
|
Contractual cash flows
|
|||||||||||||||
|
As of December 31, 2024
|
|
|
Carrying
amount
|
|
|
1 Month
|
|
|
2-12 Months
|
|
|
1-5 Years
|
|
|
More than
5 Years
|
|
|
Total
|
|
Derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants liability
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Total derivative financial
liabilities
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured bank loans
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Unsecured bank loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial
liabilities
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
TABLE OF CONTENTS
|
|
|
|
|
|||||||||||||||
|
|
|
|
Contractual cash flows
|
|||||||||||||||
|
As of December 31, 2023
|
|
|
Carrying
amount
|
|
|
1 Month
|
|
|
2-12 Months
|
|
|
1-5 Years
|
|
|
More than
5 Years
|
|
|
Total
|
|
Derivative financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives (Interest rate swaps)
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Total derivative financial assets
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Non-derivative financial liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured bank loans
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Unsecured bank loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-derivative financial liabilities
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As disclosed in Note 10, the Group has secured bank loans that contain
certain covenants. A breach of covenant may require the Group to repay the loan earlier than indicated in the above table.
The interest payments on variable interest rate loans in the table above reflect
market forward interest rates at the reporting date and these amounts may change as market interest rate change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates and exchange
rates or the relevant conditions underlying the contingency change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly
different amounts.
For further information regarding our liquidty risk, please see note 2 (c).
Market risk
Market risk is the risk that changes in market prices - e.g. foreign exchange
rates, interest rates and equity prices - will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk managements is to manage and control market risk exposures within acceptable
parameters, while optimizing the return.
The Group uses derivatives to manage market risks. All such transactions are
carried out within the guidelines set by the risk management committee.
Derivatives
The Group holds interest rate swaps for risk management purposes. The interest
rate swaps have floating legs that are indexed to SOFR. The Group’s derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)’s master agreements.
Currency risk
The Group is exposed to transactional foreign currency risk to the extent that
there is a mismatch between the currencies in which sales, purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of the Group companies is MXN. The currencies
in which these transactions are primarily USD.
F-51
TABLE OF CONTENTS
Exposure to currency risk
The summary quantitative data about the Group’s exposure to currency risk as
reported to the management of the Group is as shown in the next page.
|
|
|
|
|
|||
|
|
|
|
Dollars
As of December 31,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
Assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash
|
|
|
$
|
|
|
$
|
|
Trade receivables
|
|
|
|
|
|
|
|
Related parties
|
|
|
|
|
|
|
|
Other receivables
|
|
|
|
|
|
|
|
Prepayments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Current installments of long-term debt
|
|
|
(
|
|
|
(
|
|
Long-term debt
|
|
|
(
|
|
|
(
|
|
Trade accounts payable
|
|
|
(
|
|
|
(
|
|
Related parties
|
|
|
(
|
|
|
(
|
|
Other liabilities
|
|
|
(
|
|
|
(
|
|
Net position
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
|
|
|
The exchange rates of MXN/USD as of the date of the Consolidated and Combined
Financial Statements and their issuance date are as follows:
|
|
|
|
|
|
|
|
|||
|
|
|
|
As of December 31,
|
|
|
As of May 15,
|
|||
|
|
|
|
2024
|
|
|
2023
|
|
|
2025
|
|
One U. S. dollar
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Sensitivity analysis
The strengthening or weakening of the U.S. dollar, with respect to the Mexican
peso as of December 31, 2024 and 2023, would have affected the gains or losses capitalized in construction in progress for the amounts shown below. This analysis is based on changes in the exchange rate that the Group considered reasonably
possible at the end of the reporting period. This analysis assumes that the rest of the variables remain constant.
The analysis is performed on the same basis for 2024 and 2023, although the
reasonably possible variations in the exchange rate were different, as indicated below:
|
|
|
|
|
|
|
|
||||||
|
|
|
|
Capitalized in construction in process
|
|
|
Profit and loss
|
||||||
|
|
|
|
Strengthening
|
|
|
Weakening
|
|
|
Strengthening
|
|
|
Weakening
|
|
December 31, 2024 USD (5% movement)
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
December 31, 2023 USD (5% movement)
|
|
|
$(
|
|
|
$
|
|
|
$
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risks
The Group adopts a policy of ensuring that 70 % of its interest rate risk exposure with Banco Sabadell, S. A. Institución de Banca Multiple and Caixabank, S. A. Institución de Banca Multiple
is at fixed rate. This is achieved partly by entering into interest rate swaps. The Group applies a hedge ratio of 1 :1.
F-52
TABLE OF CONTENTS
Exposure to interest rate risk
The interest rate profile of the Group’s interest-bearing financial instruments
as reported to the management of the Group is as follows:
|
|
|
|
|
|||||||||
|
|
|
|
As of December 31, 2024
|
|||||||||
|
|
|
|
FV hierarchy
|
|
|
Nominal
amount USD
|
|
|
Carrying
amount
|
|
|
Effects
recognized in
P&L
|
|
Financial assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap - Sabadell
|
|
|
Level 2
|
|
|
|
|
|
$(
|
|
|
$(
|
|
Interest rate swap - Caixabank
|
|
|
Level 2
|
|
|
|
|
|
(
|
|
|
(
|
|
Total
|
|
|
|
|
|
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
As of December 31, 2024
|
||||||
|
|
|
|
FV hierarchy
|
|
|
Carrying
amount
|
|
|
Effects recognized
in P&L
|
|
Financial liabilities measured at fair value
|
|
|
|
|
|
|
|
|
|
|
Warrants liability
|
|
|
Level 2
|
|
|
$(
|
|
|
$(
|
|
Total
|
|
|
|
|
|
$(
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
As of December 31, 2023
|
|||||||||
|
|
|
|
FV hierarchy
|
|
|
Nominal
amount USD
|
|
|
Carrying
amount
|
|
|
Effects
recognized in
P&L
|
|
Financial assets measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap - Sabadell
|
|
|
Level 2
|
|
|
|
|
|
$
|
|
|
$(
|
|
Interest rate swap - Caixabank
|
|
|
Level 2
|
|
|
|
|
|
|
|
|
(
|
|
Total
|
|
|
|
|
|
|
|
|
$
|
|
|
$(
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets or financial
liabilities, at FVPL, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the reporting date would not affect profit or
loss.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change
in interest rates on that portion of loans and borrowings affected. With all other variables held constant, the Group’s combined income before income taxes is affected through the impact of floating rate borrowings (debt) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Increase/decrease
in %
|
|
|
Effect on
combined income
before income taxes
|
|
As of December 31, 2024
|
|
|
|
|
|
|
|
US dollar
|
|
|
1%
|
|
|
$
|
|
US dollar
|
|
|
(1)%
|
|
|
(
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023
|
|
|
|
|
|
|
|
US dollar
|
|
|
1%
|
|
|
$
|
|
US dollar
|
|
|
(1)%
|
|
|
(
|
|
|
|
|
|
|
|
|
Master netting or similar agreements
The Group enters into derivative transactions under ISDA master agreements. The
ISDA agreement do not meet the criteria for offsetting in the combined statement of financial position. This is because the Group does not have any currently legally enforceable right to offset recognized amounts.
F-53
TABLE OF CONTENTS
|
15.
|
Revenue
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Revenue from contracts with customers
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Revenue for administrative services with related parties
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Revenue Streams
The Group generates revenue primarily from its owned hotels. Other minor sources
of revenue include administrative services that the Group provides to related parties.
|
a.
|
Disaggregation of revenue from contracts with customers
|
In the following table, revenue from contracts with customers is disaggregated
by primary major products and service lines and timing of revenue recognition.
|
|
|
|
|
||||||
|
|
|
|
For the year ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Major products/service lines
|
|
|
|
|
|
|
|
|
|
|
Room rentals
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Food and beverage
|
|
|
|
|
|
|
|
|
|
|
All-inclusive
|
|
|
|
|
|
|
|
|
|
|
Spa services
|
|
|
|
|
|
|
|
|
|
|
Guess dry, cleaning & laundry
|
|
|
|
|
|
|
|
|
|
|
Private events
|
|
|
|
|
|
|
|
|
|
|
Other services
|
|
|
|
|
|
|
|
|
|
|
Total revenue from contracts with customers
|
|
|
|
|
|
|
|
|
|
|
Administrative services to related parties
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition
|
|
|
|
|
|
|
|
|
|
|
Services and products transferred at a point in time
|
|
|
|
|
|
|
|
|
|
|
Services transferred over time
|
|
|
|
|
|
|
|
|
|
|
Total revenue from contracts with customers
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
Other income and other expenses
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of property, plant and equipment
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Expense reimbursement
|
|
|
|
|
|
|
|
|
|
|
Land repurchase bonus
|
|
|
|
|
|
|
|
|
|
|
Rent
|
|
|
|
|
|
|
|
|
|
|
VAT revaluation
|
|
|
|
|
|
|
|
|
|
|
Insurance recovery
|
|
|
|
|
|
|
|
|
|
|
Key Money Amortization
|
|
|
|
|
|
|
|
|
|
|
Gain in sale of equipment
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
F-54
TABLE OF CONTENTS
|
17.
|
Stockholders’ Equity
|
As of Decemeber 31, 2024
Equity
As described in Note 2b., on March 8, 2024, the Group underwent a restructuring
to establish Murano Global as the parent company of the Group. On March 20, 2024 the Group announced the completion of its business combination with HCM Acquisition Corp., marking the entity’s official transition into a publicly traded entity
Consequently, on March 21, 2024, Murano’s ordinary shares and warrants began trading on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively .
As of December 31, 2024, Murano Global Investments has 79,305,736 ordinary
shares as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
|
|
% of all ordinary
shares
|
|
Beneficiary owner
|
|
|
|
|
|
|
|
Elias Sacal Cababie
|
|
|
|
|
|
|
|
Shawn Matthews
|
|
|
|
|
|
|
|
Beneficiary owner below
|
|
|
|
|
|
|
|
Others
|
|
|
|
|
|
|
|
Total shares December 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As part of the business combination Elias Sacal Cababie contributed $25,793,890 (U.S.$1,500,000 ) in order
to issue 6,910,000 ordinary shares from Murano Global Investments, plc.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of
Elías Sacal Cababie for the total amount of Ps.$73,000,000 as a result of the purchase of 103,267,741 shares of Murano World, S. A. de C. V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of
Elías Sacal Cababie for the total amount of Ps.$18,000,000 as a result of a transfer of the trustee rights of 16,915,151 shares of Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ES
Agrupación for the total amount of Ps.$266,500,000 as a result of the purchase of 329,753,574 shares of Murano World, S. A. de C. V. previously owned by ES Agrupación.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ES
Agrupación for the total amount of Ps.$542,500,000 as a result of the transfer of the trustee rights of 434,361,612 shares from Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by ES Agrupación.
All the promissory notes in the amount $900,000,000 described above were issued as part of the Murano Group Reorganization and used by Elias Sacal Cababie to capitalize Murano Global Investments PLC. On March 8,
2024 Murano Global Investments PLC utilized the promissory notes to complete the Murano Group Reorganization by capitalizing Murano P.V and the notes were cancelled as a final step in the reorganization.
Treasury shares
On April 3, 2024, Murano Group announced that its board of directors had
authorized a new share repurchase program under which the Company may repurchase up to US$2 million of its ordinary shares until the
end of the last business day of the third quarter in 2024, U.S. Eastern Time. The Company adopted and implemented this share repurchase program in accordance with applicable rules and the Company’s insider trading policies.
The Company’s proposed repurchases were made from time to time in the open
market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The timing and
dollar amount of repurchase transactions was subject to the Securities and Exchange Commission Rule 10b-18 and Rule 10b-5 requirements.
F-55
TABLE OF CONTENTS
The shares acquired through the share repurchase program are held in treasury
by the Company and the effects are recognized in additional paid in capital.
Net Assets for the period from January 1 to
March 20, 2024 and the years ended December 31, 2023 and 2022
|
a.
|
Issued equity:
|
During 2023, there were no contributions in cash by the Group’s shareholders to the net assets of the Group’s Companies.
During 2022, the Group’s shareholders contributed in cash to the net assets of
the Group’s Companies as follows:
|
•
|
On January 31, 2022, Murano P.V. contributed $
|
|
•
|
On September 15, 2022, Murano P.V. contributed $
|
|
•
|
On November 25, 2022, Murano P.V. contributed $
|
|
•
|
On February 10, 2022, Operadora Hotelera I421 Premium, was incorporated and contributed $
|
|
b.
|
Capital Reimbursement
|
On March 8, 2024, Murano PV made a capital reimbusement of $16,363,928 as partof the Murano Group Reorganization.
During 2023, there were no reimbursements in cash by the Group’s shareholders of the Group’s Companies.
During 2022, the Group’s shareholders made capital reimbursements as follows:
|
•
|
On February 9, 2022, Murano World made capital reimbursements of $
|
|
•
|
On February 22, 2022, Murano World made capital reimbursements of $
|
|
•
|
On February 28, 2022, Murano World made capital reimbursements of $
|
|
•
|
On March 17, 2022, Murano World made capital reimbursements of $
|
|
•
|
On March 23, 2022, Murano World made capital reimbursements of $
|
|
•
|
On April 20, 2022, Murano World made capital reimbursements of $
|
|
•
|
On April 28, 2022, Murano World made capital reimbursements of $
|
|
•
|
On May 12, 2022, Murano World made capital reimbursements of $
|
|
•
|
On May 20, 2022, Murano World made capital reimbursements of $
|
|
•
|
On May 31, 2022, Murano World made capital reimbursements of $
|
|
•
|
On June 7, 2022, Murano World made capital reimbursements of $
|
|
•
|
On June 17, 2022, Murano World made capital reimbursements of $
|
|
•
|
On June 27, 2022, Murano World made capital reimbursements of $
|
|
•
|
On July 1, 2022, Murano World made capital reimbursements of $
|
|
•
|
On July 14, 2022, Murano World made capital reimbursements of $
|
|
•
|
On July 21, 2022, Murano World made capital reimbursements of $
|
|
•
|
On July 21, 2022, Murano World made capital reimbursements of $
|
|
•
|
On August 19, 2022, Murano World made capital reimbursements of $
|
|
•
|
On August 26, 2022, Murano World made capital reimbursements of $
|
F-56
TABLE OF CONTENTS
|
•
|
On September 9, 2022, Murano World made capital reimbursements of $
|
|
•
|
On September 14, 2022, Murano World made capital reimbursements of $
|
|
•
|
On September 23, 2022, Murano World made capital reimbursements of $
|
|
•
|
On September 28, 2022, Murano World made capital reimbursements of $
|
|
•
|
On October 21, 2022, Murano World made capital reimbursements of $
|
|
•
|
On November 22, 2022, Murano World made capital reimbursements of $
|
|
•
|
On November 25, 2022, Murano World made capital reimbursements of $
|
|
•
|
On December 9, 2022, Murano World made capital reimbursements of $
|
|
•
|
On December 15, 2022, Murano World made capital reimbursements of $
|
|
•
|
On December 19, 2022, Murano World made capital reimbursements of $
|
|
•
|
On December 31, 2022, Murano World made capital reimbursements of $
|
|
18.
|
Earnings per share
|
The amount of basic earnings per share (EPS) is calculated by dividing the net
income for the year attributable to shareholders of the Group’s ordinary shares by the weighted average of the ordinary shares outstanding during the year.
The following table shows the (loss) profit attributable to ordinary equity
holders of the Company.
|
a)
|
Basic EPS
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
(Loss) profit attributable to ordinary equity
holders of the parent entity
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
Weighted average number of ordinary shares
outstanding during the period
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
b)
|
Diluted EPS
|
|
|
|
|
|
||||||
|
|
|
|
For the Year Ended December 31,
|
||||||
|
|
|
|
2024
|
|
|
2023
|
|
|
2022
|
|
(Loss) profit per basic EPS adjusted
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
Number of shares per basic EPS adjusted for dilutive
potential ordinary shared
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
$(
|
|
|
$(
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
19.
|
Commitments and contingencies
|
|
a.
|
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the
|
|
b.
|
In accordance with the Mexican tax Law, companies carrying out transactions with related parties are subject to certain
requirements as to the determination of prices, which should be like those used in
|
F-57
TABLE OF CONTENTS
arm’s-length transactions. Should the tax authorities examine the
transactions and reject the related-party prices, they could assess additional taxes plus the related inflation adjustment and interest, in addition to penalties of up to 100 % of the omitted taxes.
|
c.
|
On September 10, 2019, and as amended on March 28, 2021, July 11, 2023 and the extension on January 19, 2024, the Group signed a
Hotel Management Agreement with AMR Operaciones MX, S. de R L. de C. V. (AMR). Under this contract, AMR is solely engaged as an exclusive managing agent of the
|
|
d.
|
On May 11, 2022, the Group signed a Hotel Services Agreement with Hyatt of Mexico, S.A. de C.V. (“Hyatt”). Under this contract,
Hyatt is solely engaged as an exclusive managing agent of the Andaz Hotel on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 20th
full Fiscal Year following the opening date.
|
|
e.
|
On May 11, 2022, the Group signed a Hotel Management Agreement with Ennismore Holdings US Inc. (“Accor”). Under this contract,
Accor is solely engaged as an exclusive managing agent of the Mondrian Hotel on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the
20th full Fiscal Year following the opening date.
|
|
f.
|
In March 2024, in connection with the A&R BCA aforementioned, the shareholders transferred
|
|
g.
|
The Group has analyzed the risk of a future covenant breach under the terms of the NAFIN loan agreement (Note 10), due to
non-compliance with the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025. The Group has and is actively in discussions with the lender to obtain a waiver for this covenant.
|
|
h.
|
The Group has analyzed the risk of future covenant breaches in the following
|
|
i.
|
In addition to defaults existing as of December 31, 2024, the payment defaults described in note 20f., could also trigger cross
defaults under other debt and lease instruments in respect of which the Group is an obligor.
|
|
20.
|
Subsequent events
|
|
a.
|
On January 30, 2025, Murano World signed a loan agreement with Sofoplus up to US. $
|
|
b.
|
On March 7, 2025, Murano World extended the maturity of the Santander loan in the amount of US. $
|
|
c.
|
On April 4, 2025 Murano World repaid in full the outstanding balance of the sale and lease back agreement with Exitus at that
date in the amount of $
|
F-58
TABLE OF CONTENTS
|
d.
|
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of the Company and the Issuer Trust, gave notice of the
occurrence of a Rapid Amortization Event due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least
|
|
e.
|
The Group is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs,
additional revisions to the project’s development pipeline, and discussing with the current hotel operator regarding potential changes to the current operations and administration services agreement).
|
|
f.
|
As of the date of the issuance of these financial statements the Group did not make interest or lease payments, as applicable,
under the instruments described in note 10 (7), (8), (9), (12) (14) and (15) from January to May 2025 and is seeking a waiver to deliver audited financial information required for the loan described in note 10 (8) in the short term.
Management is reviewing potential defaults and expects to proactively engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of issuance of these financial
statements. See Note 2c.
|
F-59
TABLE OF CONTENTS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
ITEM 6.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
|
The Jersey Companies Law does not contain any provisions
permitting Jersey companies to limit the liabilities of directors for the breach of their fiduciary duties.
However, a Jersey company may exempt from liability, and
indemnify directors and officers for:
|
(a)
|
liabilities incurred in defending any proceedings (whether civil or criminal);
|
|
(i)
|
in which judgment is given in the person’s favor or the person is acquitted;
|
|
(ii)
|
which are discontinued other than for some benefit conferred by the person or on the person’s behalf or some detriment suffered
by the person; or
|
|
(iii)
|
which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the
company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), the person was substantially successful on the merits in the person’s resistance to the
proceedings;
|
|
(b)
|
any liability incurred other than to the company if the person acted in good faith with a view to the best interests of the
company;
|
|
(c)
|
any liability incurred in connection with an application made under Article 212 of the Jersey Companies Law in which relief is
granted to the person by the court; or
|
|
(d)
|
any liability against which the company normally maintains insurance for persons other than directors.
|
To the fullest extent permitted by law, the articles of
association provide that the directors and officers of Murano shall be indemnified from and against all liability which they incur in execution of their duty in their respective offices, except liability incurred by reason of such director’s or
officer’s actual fraud or willful default.
|
ITEM 7.
|
RECENT SALES OF UNREGISTERED SECURITIES.
|
11% Senior Secured Notes due 2031
In September 2024, we completed the issuance of an aggregate
principal amount of U.S.$300.0 million of our 11% senior secured notes pursuant to the Indenture. The 2031 Notes will mature on September 2031 and bear interest rate of (a) 11.00% per annum payable in cash, and (b) from the issuance date to
September 2027, 2.00% per annum payable in kind (the “PIK Interest”) at a total rate of 13.00% by capitalizing such PIK Interest (and increasing the principal amount of the outstanding Notes in an amount equal to such PIK Interest) or by
issuing PIK Notes (as such term is defined in the Indenture), payable on a semi-annual basis. The 2031 Notes were issued by the Issuer Trust and guaranteed by Operadora GIC I, CIB/3224 Trust, GIC I Trust and Murano PV, and backed primarily by
cash flows from the GIC I Hotel. The Indenture governing these notes imposes certain conditions upon a consolidation or merger by us and restricts the incurrence of liens and the entering into sale and leaseback transactions by us and our
significant subsidiaries, among other restrictive covenants.
Proceeds from the 2031 Notes were used to refinance existing
debt facilities of the Murano Group (including the GIC I Loan), fund a debt service reserve, cover transaction fees, fund working capital and finance the completion of the GIC I Hotel. This was Murano’s first major debt capital markets
transaction as a public firm, and it was oversubscribed. This financing improved Murano’s capital structure and liquidity, reducing refinancing risk. The 2031 Notes received credit ratings (Ba1/BB) and were placed with institutional investors
under Rule 144A/Reg S.
|
ITEM 8.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
|
|
(a)
|
Exhibits
|
See Exhibit Index beginning on page II-4 of
this registration statement.
|
(b)
|
Financial Statement Schedules
|
All supplement schedules are omitted because of the absence of
conditions under which they are required or because the information is shown in the financial statements or notes thereto.
II-1
TABLE OF CONTENTS
|
ITEM 9.
|
UNDERTAKINGS. The undersigned registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i.
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee
Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
|
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
|
|
(4)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those financial statements.
|
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
i.
|
If the registrant is relying on Rule 430B;
|
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale
|
II-2
TABLE OF CONTENTS
prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
ii.
|
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
|
(6)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
|
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
Rule 424;
|
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
iv.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
v.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
|
(1)
|
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
|
|
(2)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
II-3
TABLE OF CONTENTS
Exhibit Index
|
|
|
|
|
|
No.
|
|
|
Description
|
|
2.1
|
|
|
Private Placement Warrants Purchase Agreement, dated January 20, 2022, by
and between HCM Acquisition Corp and the Underwriter (incorporated by reference to Exhibit 10.3(b) on Form 8-K filed on January 25, 2022)
|
|
2.2
|
|
|
Warrant Agreement, dated January 20, 2022, by and between HCM Acquisition
Corp and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to Form 8-K filed on January 25, 2022)
|
|
3.1
|
|
|
Memorandum and Articles of Association (incorporated by reference to
Exhibit 1.1 on the Form 20-F filed on May 1, 2024)
|
|
5.1
|
|
|
Validity opinion of Mourant Ozannes (Jersey) LLP†
|
|
10.1
|
|
|
Initial Business Combination Agreement, dated March 13, 2023, by and
among HCM Acquisition Corp, MURANO PV, S.A. DE C.V., Elías Sacal Cababie, ESAGRUP, Murano Global B.V., MPV Investment B.V., and New CayCo (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on March 15, 2023)
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10.2
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Amended & Restated Business Combination Agreement, dated August 2,
2023, by and among HCM Acquisition Corp, MURANO PV, S.A. DE C.V., Elías Sacal Cababie, ESAGRUP, Murano Global B.V., MPV Investment B.V., and New CayCo (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on August 7, 2023)
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10.3
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Amendment to the Amended & Restated Business Combination Agreement,
dated December 31, 2023, by and among HCM Acquisition Corp, and MURANO PV, S.A. DE C.V. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on January 5, 2024)
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10.4
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Second Amendment to Amended and Restated Memorandum and Articles of
Association (incorporated by reference to Exhibit 3.1 on the Form 8-K filed on January 23, 2024)
|
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10.5
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Registration Rights Agreement, dated January 20, 2022, by and among the
HCM Acquisition Corp, HCM Holdings and the Underwriter (incorporated by reference to Exhibit 10.2 on Form 8-K filed on January 25, 2022)
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10.6
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Sponsor Support Agreement, dated August 2, 2023, by and among HCM
Investor Holdings, LLC, the other holders of HCM Class B Ordinary Shares, and Murano PV, S.A. de C.V. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 7, 2023)
|
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10.7
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Amendment to Sponsor Support Agreement, dated December 31, 2023, by and
among HCM Investor Holdings, LLC, the other holders of HCM Class B Ordinary Shares, and Murano PV, S.A. de C.V. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 5, 2024)
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10.8
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Indenture, dated September 12, 2024, by and among CIBanco, as trustee of
the Issuer Trust, as issuer, Operadora GIC I, CIBanco, as trustee of the CIB/3224 Trust, CIBanco, as trustee of the GIC I Trust, and Murano PV, as guarantors, The Bank of New York Mellon, as indenture trustee, offshore collateral agent,
paying agent, transfer agent and registrar, and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as onshore collateral agent (incorporated by reference to Exhibit 4.8 to the Form 20-F filed on May 15,
2025)
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10.9
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Peso-denominated loan agreement, dated as of October 16, 2019, between
GIC I Trust and Banco Nacional de Comercio Exterior, S.N.C Institución de Banca de Desarrollo (incorporated by reference to Exhibit 10.8 to the Form F-4 filed on January 11, 2024)
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10.10
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Amendment to the 2019 Sabadell Loan Agreement, dated August 24, 2023
(incorporated by reference to Exhibit 10.9 to the Form F-4 filed on January 30, 2024)
|
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10.11
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Lease Agreement, dated February 3, 2023, between Arrendadora Finamo, S.A.
de C.V., as lessor, and Murano World (incorporated by reference to Exhibit 10.10 to the Form F-4 filed on January 11, 2024)
|
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10.12
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Amended and Restated Bancomext Loan Agreement, dated May 25, 2023, among
Inmobiliaria Insurgentes 421, as borrower, Operadora Hotelera I421, S.A. de C.V. and Operadora Hotelera I421 Premium, S.A. de C.V., as joint obligors entered into certain loan agreement with Banco Nacional de Comercio Exterior, S.N.C.,
Institución de Banca de Desarrollo, as lender (incorporated by reference to Exhibit 10.13 to the Form F-4 filed on January 11, 2024)
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II-4
TABLE OF CONTENTS
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No.
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|
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Description
|
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10.13
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Grand Island I Hotel Management Agreement, dated September 10, 2019,
between Operadora Hotelera G I, S.A. de C.V. and AMR Operaciones MX, S. de R.L. de C.V. (incorporated by reference to Exhibit 10.14 to the Form F-4 filed on January 11, 2024)
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10.14
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Amendment to Grand Island I Hotel Management Agreement, dated July 11,
2023, between Operadora Hotelera G I, S.A. de C.V. and AMR Operaciones MX, S. de R.L. de C.V. (incorporated by reference to Exhibit 10.15 to the Form F-4 filed on January 11, 2024)
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10.15
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Hyatt Hotel Management Agreement, dated May 11, 2022, between Operadora
Hotelera I421, S.A. de C.V. and Hyatt of Mexico, S.A. de C.V. (incorporated by reference to Exhibit 10.16 to the Form F-4 filed on January 11, 2024)
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10.16
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Mondrian Hotel Management Agreement, dated May 11, 2022, between
Operadora Hotelera I421 Premium, S.A. de C.V. and Ennismore Holdings US Inc. (incorporated by reference to Exhibit 10.17 to the Form F-4 filed on December 1, 2023)
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10.17
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Loan Agreement, dated as of March 29, 2023, by and among Murano World,
S.A. DE C.V., as borrower, and ALG Servios Financieros Mexico, S.A. DE C.V., SOFOM E.N.R, as creditor (incorporated by reference to Exhibit 10.18 to the Form F-4 filed on January 11, 2024)
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10.18
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Amended and Restated Lease Agreement, dated October 10, 2018, by and
among Inmobiliaria Insurgentes 421 and Operadora Hotelera I421, S. A. de C.V. (incorporated by reference to Exhibit 10.19 to the Form F-4 filed on January 11, 2024)
|
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10.19
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Second Amendment to Peso-denominated loan agreement, dated February 14,
2023, between GIC I Trust and Banco Nacional de Comercio Exterior, S.N.C Institución de Banca de Desarrollo (incorporated by reference to Exhibit 10.20 to the Form F-4 filed on January 11, 2024)
|
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10.20
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Third Amendment to Peso-denominated loan agreement, dated December 11,
2023, between GIC I Trust and Banco Nacional de Comercio Exterior, S.N.C Institución de Banca de Desarrollo (incorporated by reference to Exhibit 10.21 to the Form F-4 filed on January 30, 2024)
|
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10.21
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Counter Guarantee dated as of September 11, 2019, executed by Operadora
Hotelera G.I., S.A. de C.V. in favor of AMR Operaciones MX, S. de R.L. de C.V. (incorporated by reference to Exhibit 4.21 on the Form 20-F filed on May 1, 2024)
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10.22
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Counter Guarantee, dated as of August 23, 2021, executed by Operadora
Hotelera Grand Island II, S.A. de C.V. in favor of AMR Operaciones MX, S. de R.L. de C.V. (incorporated by reference to Exhibit 4.22 on the Form 20-F filed on May 1, 2024)
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10.23
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Memorandum of Understanding, dated as of March 30, 2023, by and among
Elías Sacal Cababie, Murano World, S.A. de C.V., Operadora Hotelera G.I., S.A. de C.V., and Operadora Hotelera Grand Island II, S.A. de C.V. (incorporated by reference to Exhibit 4.23 on the Form 20-F filed on May 1, 2024)
|
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10.24
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First amendment to the Counter Guarantee, dated as of September 11, 2019,
executed on March 30, 2023 (incorporated by reference to Exhibit 4.24 on the Form 20-F filed on May 1, 2024)
|
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10.25
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First amendment to the Counter Guarantee, dated as of August 23, 2021,
executed on March 30, 2023 (incorporated by reference to Exhibit 4.25 on the Form 20-F filed on May 1, 2024)
|
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10.26
|
|
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Second amendment to the Counter Guarantee, dated as of September 11,
2019, executed on August 22, 2023 (incorporated by reference to Exhibit 4.26 on the Form 20-F filed on May 1, 2024)
|
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10.27
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|
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Second amendment to the Counter Guarantee, dated as of August 23, 2021,
executed on August 22, 2023 (incorporated by reference to Exhibit 4.27 on the Form 20-F filed on May 1, 2024)
|
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10.28
|
|
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Amendment and Restatement to the Sabadell Loan Agreement dated as of
December 20, 2023 (incorporated by reference to Exhibit 4.28 on the Form 20-F/A filed on December 31, 2024)
|
|
10.29
|
|
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Peso-denominated loan agreement, dated April 9, 2024, between Murano PV
and Finamo and Elías Sacal Cababie (incorporated by reference to Exhibit 4.29 on the Form 20-F/A filed on December 31, 2024)
|
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10.30
|
|
|
Loan Agreement, dated January 5, 2024, by and among Murano PV, as
borrower, Elías Sacal Cababie, as joint obligor, and Finamo, as lender (incorporated by reference to Exhibit 4.30 to the Form 20-F filed on May 15, 2025)
|
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10.31
|
|
|
Loan Agreement, dated September 30, 2024, by and among Murano World, as
borrower, Exitus, as lender, and ESAGRUP, Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors (incorporated by reference to Exhibit 4.31 to the Form 20-F filed on May 15, 2025)
|
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|
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|
II-5
TABLE OF CONTENTS
|
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|
|
|
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No.
|
|
|
Description
|
|
10.32
|
|
|
Loan Agreement, dated October 17, 2024, Murano PV, as borrower, and Elías
Sacal Cababie and Marcos Sacal Cohen, as joint obligors, and Nafin, as lender (incorporated by reference to Exhibit 4.32 to the Form 20-F filed on May 15, 2025)
|
|
10.33
|
|
|
Standby Equity Purchase Agreement, dated June 11, 2025, by and between
the Company and YA II PN, Ltd.†
|
|
21.1
|
|
|
Subsidiaries of the registrant (incorporated by reference to Exhibit 21.1
to the Form F-4 filed on November 8, 2023)
|
|
23.1
|
|
|
Consent of Mourant Ozannes (Jersey) LLP (included in Exhibit 5.1)†
|
|
23.2
|
|
|
Consent of KPMG, Cárdenas Dosal, S.C.†
|
|
24.1
|
|
|
Power of Attorney (included on signature page to the prospectus)
|
|
107
|
|
|
Filing Fee Table†
|
|
|
|
|
|
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*
|
To be filed by amendment
|
|
†
|
Filed herewith
|
|
#
|
Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but will be furnished
supplementally to the SEC upon request.
|
|
+
|
Management contract or compensatory plan or arrangement.
|
II-6
TABLE OF CONTENTS
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this prospectus to be signed on its behalf by the undersigned, thereunto duly
authorized, on June 23, 2025.
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|||
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MURANO GLOBAL INVESTMENTS PLC
|
|||
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By:
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|
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/s/ Elias Sacal Cababie
|
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|
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Name:
|
|
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Elias Sacal Cababie
|
|
|
|
|
Title:
|
|
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Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
II-7
TABLE OF CONTENTS
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below appoints Marcos Sacal Cohen as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto any said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in the capacities indicated on June 23, 2025.
|
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|
|
|
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Name
|
|
|
Title
|
|
|
|
|
|
|
/s/ Elias Sacal Cababie
|
|
|
Chairman and Chief Executive Officer
|
|
Elias Sacal Cababie
|
|
||
|
|
|
|
|
|
/s/ Marcos Sacal Cohen
|
|
|
Director and Chief Operating Officer
|
|
Marcos Sacal Cohen
|
|
||
|
|
|
|
|
|
/s/ David James Galan
|
|
|
Director, Chief Financial Officer, and
Principal Accounting Officer
|
|
David James Galan
|
|
||
|
|
|
|
|
|
/s/ Keith Graeme Edelman
|
|
|
Director
|
|
Keith Graeme Edelman
|
|
||
|
|
|
|
|
|
/s/ Patrick Joseph Goulding
|
|
|
Director
|
|
Patrick Joseph Goulding
|
|
||
|
|
|
|
|
|
/s/ Theodore Allegaert
|
|
|
Director
|
|
Theodore Allegaert
|
|
||
|
|
|
|
|
II-8
TABLE OF CONTENTS
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative of Murano has signed this registration statement or amendment thereto in the United States on June 23, 2025.
|
|
|
|
|
|
|
|
|
By:
|
|
|
/s/ Marcos Sacal Cohen
|
|
|
|
|
Name:
|
|
|
Marcos Sacal Cohen
|
|
|
|
|
Title:
|
|
|
Authorized Representative
|
|
|
|
|
|
|
|
|
|
|
|
II-9
FAQ
What did Murano Global Investments PLC (MRNOW) file?
The company submitted a Form F-1 registration statement to register warrants as a foreign private issuer.
Does the filing reveal how many warrants will be issued or at what price?
No. The provided extract contains no quantitative information on warrant amount, exercise price, or proceeds.
Are financial statements included in the supplied excerpt?
No. Only XBRL tag references are shown; audited financial statements are not included in the excerpt.
Is there any indication of IPO timing or valuation?
The excerpt does not specify timing or valuation details. Investors must await the full prospectus for that information.
Why are there so many entity names listed?
They represent XBRL dimension members (subsidiaries, trusts, loan tranches) used for detailed tagging in the EDGAR system.
Murano Global Investments Plc