Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On March 13, 2023, HCM Acquisition Corp, a Cayman Islands exempted company
("HCM"), entered into a Business Combination Agreement (the "Agreement"), by and
among MURANO PV, S.A. DE C.V., a Mexican corporation (the "Company"), Elías
Sacal Cababie, an individual ("ESC"), ES Agrupación, S.A. de C.V., a Mexican
corporation (the "ESAGRUP" and collectively with ESC, the "Seller"), Murano
Global B.V. a private limited liability company under Dutch law ("PubCo"), MPV
Investment B.V., a private limited liability company under Dutch law, which is a
direct wholly-owned subsidiary of PubCo ("HoldCo") and Murano Global Cayman, a
Cayman Islands exempted company incorporated with limited liability which is a
direct wholly-owned subsidiary of PubCo ("New CayCo" and together with the
Company, Seller, PubCo and HoldCo, the "Murano Parties"). The Merger (as defined
below) was unanimously approved by HCM's Board of Directors and by the Company's
Board of Directors. If the Agreement is approved by HCM's shareholders and
Company's shareholders, and the transactions contemplated by the Agreement are
consummated, (i) New CayCo will merge with and into HCM, the separate corporate
existence of New CayCo will cease, and HCM will be the surviving company (the
"Surviving Company") and a wholly owned direct subsidiary of PubCo (the
"Merger") and (ii) HCM will change its name to "Murano Global Hospitality".
In addition, at the effective time of the Merger, (i) each issued and
outstanding share of Class A Ordinary Shares and Class B Ordinary Shares, par
value $0.0001 per share, of HCM (the "HCM Ordinary Shares") will be
automatically canceled and extinguished, and each holder of HCM Ordinary Shares
will be entitled to receive merger rights representing a corresponding number of
PubCo Ordinary Shares, which are held in the accounts of the Exchange Agent
("Merger Rights"), and (ii) each issued and outstanding warrant to purchase one
share of HCM Class A Ordinary Shares will automatically cease to represent a
right to acquire HCM Class A Ordinary Shares and will automatically convert into
and represent a right to acquire PubCo Ordinary Shares ("Converted Warrant") and
each Converted Warrant (a) will represent the right to acquire the number of
PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares, (b)
will have an exercise price of $11.50 per whole warrant required to purchase one
PubCo Ordinary Share, and (c) will expire on the five year anniversary of the
Closing Date.
The Company has made representations, warranties, and covenants in the
Agreement, including, among others, covenants with respect to its conduct and
the conduct of its related group entities prior to the closing of the Merger
(the "Closing") and a covenant providing for HCM and the Company to jointly
prepare, agree upon, and file a registration statement on Form F-4 (the
"Registration Statement") with the U.S. Securities and Exchange Commission (the
"SEC") (which will contain a prospectus of the Company and a proxy statement of
HCM). The representations and warranties made in the Agreement will not survive
the consummation of the Merger. Additionally, and in connection with the
transactions contemplated by the Agreement, on March 13, 2023, the underwriters
of HCM's initial public offering agreed to reduce the total deferred
underwriting fee that is to be paid to such underwriters upon the consummation
of HCM's initial business combination to $3,000,000.
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The Closing is subject to certain customary conditions, including, among others:
(i) obtaining the required HCM shareholder approval; (ii) completion of the
reorganization in accordance with the Agreement; (iii) Comisión Federal de
Competencia Económica of Mexico having issued antitrust approval; (iv) the
absence of any governmental order, statute, rule or regulation enjoining or
prohibiting the consummation of the Merger; (v) the deadline for HCM to
consummate its initial Business Combination not having passed; (vi) the
approval of the Listing Application by Nasdaq and PubCo's compliance with
listing requirements of Nasdaq; (vii) the absence of any notice to PubCo of
non-compliance therewith from Nasdaq that has not been cured; (viii) the absence
of any stop order issued by the SEC, and the absence of any proceeding seeking
such a stop order having been threatened or initiated by the SEC which remains
pending; (viii) the absence of any law or order that is then in effect and which
has the effect of making the transactions contemplated by the Agreement illegal
or which otherwise prohibits or prevents the consummation of the transactions;
(ix) the accuracy of the representations and warranties of each party to the
Agreement (subject to certain materiality standards set forth in the Agreement);
and (x) compliance with each covenant by HCM and the Murano Parties. In
addition, the obligation of HCM and the Murano Parties to consummate the Merger
are conditioned on (i) obtaining each of the consents set forth in the
Agreement; (ii) obtaining the Company shareholder approvals; (iii) obtaining the
New CayCo shareholder approval; and (iv) the absence of the occurrence of a
continuing material adverse effect on the Company.
The Agreement may be terminated by HCM or the Company under certain
circumstances, including, among others: (i) by mutual written consent of the
Company and HCM; (ii) by the Company or HCM if the HCM shareholder approval is
not obtained; (iii) by written notice to the Company from HCM if (a) there is
any breach of any representation, warranty, covenant or agreement on the part of
the Company set forth in the Agreement, such that the conditions would not be
satisfied at the Closing, subject to certain exceptions, or (b) the Closing has
not occurred on or before the Agreement End Date, unless HCM is in material
breach; (iv) by HCM if the Company shareholder approval shall not have been
obtained within two Business Days after the date of the Agreement; and (v) by
written notice to HCM from the Company if there is any breach of any
representation, warranty, covenant or agreement on the part of HCM set forth in
the Agreement, such that the conditions specified would not be satisfied at the
Closing, subject to certain exceptions.
The foregoing description of the Agreement and the Merger does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Agreement, a copy of which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference. The Agreement contains representations,
warranties, and covenants that the parties to the Agreement made to each other
as of the date of the Agreement or other specific dates. The assertions embodied
in those representations, warranties, and covenants were made for purposes of
the contract among the parties and are subject to important qualifications and
limitations agreed to by the parties in connection with negotiating the
Agreement. The Agreement has been attached to provide investors with information
regarding its terms and is not intended to provide any other factual information
about HCM, the Company, or any other party to the Agreement. In particular, the
. . .
Item 7.01. Regulation FD Disclosure.
On March 14, 2023, HCM and the Company issued a joint press release announcing
the execution of the Agreement. The joint press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, 99.2, and 99.3, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of HCM under the Securities Act or
the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any information of the information in this Item 7.01,
including Exhibit 99.1, 99.2, and 99.3.
Item 8.01. Other Events.
Lock-Up Agreement
In connection with the execution of the Agreement, PubCo entered into a Lock-Up
Agreement (the "Lock-Up Agreement") with the Holder, pursuant to which Holder
has agreed not to transfer any ordinary shares of PubCo ("PubCo Lock-Up Shares")
held by the Holder for the earliest of (a) one year after the Closing, (b) the
date on which the last sale price of PubCo 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 or (c) the date on which PubCo
completes a liquidation, merger, share exchange or other similar transaction
that results in all public shareholders of PubCo having the right to exchange
their ordinary shares for cash, securities or other property (the "Lock-Up
Period").
The foregoing description of the Lock-Up Agreement does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Lock-Up Agreement, the form of which is attached hereto as Exhibit 99.2 and
incorporated by reference herein.
Registration Rights Agreement
In connection with the execution of the Agreement, the Company, the Sponsor, and
certain equityholders of the Company entered into a Registration Rights
Agreement (the "Registration Rights Agreement") containing customary
registration rights for the Sponsor and the shareholders of the Company who are
parties thereto.
The foregoing description of the Registration Rights Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of
the Registration Rights Agreement, the form of which is attached hereto as
Exhibit 99.3 and is incorporated herein by reference.
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company intends to file with the SEC
a Registration Statement, which will include a preliminary proxy statement of
HCM and a prospectus. The definitive proxy statement and other relevant
documents will be mailed to shareholders of HCM as of a record date to be
established for voting on the Merger. Shareholders of HCM and other interested
persons are advised to read, when available, the preliminary proxy statement and
amendments thereto, and the definitive proxy statement because these documents
will contain important information about HCM, the Company, PubCo and the
proposed transactions. Shareholders will also be able to obtain copies of the
Registration Statement and the proxy statement/prospectus once they are
available, without charge, by directing a request to: HCM Acquisition Corp, 100
First Stamford Place, Suite 330, Stamford, CT 06902. These documents, once
available, and HCM's other filings and reports filed with the SEC can also be
obtained, without charge, at the SEC's internet site (http://www.sec.gov).
Participants in the Solicitation
HCM, the Company and PubCo may be considered participants in the solicitation of
proxies with respect to the potential transaction described in this
communication under the rules of the SEC. Information about the directors and
executive officers of HCM is set forth in HCM's filings with the SEC.
Information regarding other persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the shareholders in connection with
the potential transaction and a description of their direct and indirect
interests will be set forth in the Registration Statement (and will be included
in the proxy statement/prospectus) and other relevant documents when they are
filed with the SEC. These documents can be obtained free of charge from the
sources indicated above.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally relate to
future events, including, without limitation, statements regarding the
anticipated timing and benefits of the Merger, and HCM's or the Company's future
financial or operating performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "expect,"
"intend," "will," "estimate," "anticipate," "believe," "predict," "potential,"
or "continue," or the negatives of these terms or variations of them or similar
terminology. In addition, these forward-looking statements include, without
limitation, statements regarding HCM's and the Company's expectations with
respect to future performance and anticipated financial impacts of the Merger,
the satisfaction of the closing conditions to the Merger, and the timing of the
completion of the Merger. Such forward-looking statements are subject to risks,
uncertainties (some of which are beyond the control of the Company and/or HCM),
and other factors which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. These
forward-looking statements are based upon estimates and assumptions that, while
considered reasonable by HCM and its management, and the Company and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, without
limitation: (1) the occurrence of any event, change, or other circumstances that
could give rise to the termination of the definitive agreements respecting the
Merger; (2) the outcome of any legal proceedings that may be instituted against
HCM, the Company, PubCo or others following the announcement of the Merger; (3)
the inability to complete the Merger due to the failure to obtain approval of
the shareholders of HCM or the SEC's declaration of the effectiveness of the
prospectus/proxy statement to be filed by HCM and the Company or to satisfy
other conditions to closing; (4) changes to the proposed structure of the Merger
that may be required or appropriate as a result of applicable laws or
regulations; (5) the ability of PubCo to meet applicable listing standards
following the consummation of the Merger; (6) the risk that the Merger disrupts
current plans and operations of the Company as a result of the announcement and
consummation of the Merger; (7) the ability to recognize the anticipated
benefits of the Merger, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, continue developing its properties, maintain relationships with
customers and suppliers, and retain its management and key employees; (8) costs
related to the Merger and the reorganization described in the Agreement; (9)
changes in applicable laws or regulations; (10) the possibility that the Company
and/or its related entities may be adversely affected by other economic,
business, and/or competitive factors; (11) the impact of the COVID-19 pandemic
on the Company's business and/or the ability of the parties to complete the
Merger; and (12) other risks and uncertainties set forth in the section entitled
"Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
HCM's prospectus dated January 24, 2022 and filed with the SEC on January 24,
2022 and HCM's other filings with the SEC, as well as any further risks and
uncertainties to be contained in the proxy statement/prospectus filed after the
date hereof. In addition, there may be additional risks that neither HCM or the
Company presently know, or that HCM or the Company currently believe are
immaterial, that could also cause actual results to differ from those contained
in the forward-looking statements. Nothing in this communication should be
regarded as a representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated results of
such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are
made. Except as may be required by law, neither HCM nor the Company undertakes
any duty to update these forward-looking statements.
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No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent, or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
any securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 † Business Combination Agreement, dated March 13, 2023, by and among HCM
Acquisition Corp, MURANO PV, S.A. DE C.V., Elías Sacal Cababie, ES
Agrupación, S.A. de C.V., Murano Global B.V., MPV Investment B.V., and
Murano Global Cayman
10.1 Sponsor Support Agreement, dated March 13, 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.
99.1* Press Release, dated March 14, 2023.
99.2 Form of Lock-Up Agreement
99.3 Form of Registration Rights Agreement
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
a copy of all omitted exhibits and schedules to the SEC upon its request.
* This exhibit is furnished pursuant to Item 7.01 hereof and should not be deemed
to be "filed" under the Securities Exchange Act of 1934, as amended.
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