Murano Global Investments Ltd entered into a letter of intent to acquire HCM Acquisition Corp (NasdaqGM:HCMA) from Elías Sacal Cababie, HCM Investor Holdings,LLC, ES Agrupación, S.A. de C.V. and others in a reverse merger transaction on September 6, 2022. Murano Global Investments Ltd entered into an agreement to acquire HCM Acquisition Corp from Elías Sacal Cababie, HCM Investor Holdings,LLC, ES Agrupación, S.A. de C.V. and others for $91 million in a reverse merger transaction on March 13, 2023. The transaction values Murano at a pro forma enterprise value of $810 million, assuming a value of $10 per share and approximately 85% redemptions. Upon the closing of the transaction, the combined company will do business under the name Murano Group Hospitality. On August 2, 2023, the parties entered into an amendment to the agreement. Pursuant to the amendment, HCM will change its name to ?Murano Global Hospitality Corp? upon closing of the transaction. HCM anticipates PubCo issuing an aggregate of 8,737,500 PubCo Ordinary Shares to the HCM Holders as consideration in the Business Combination.

The transaction is subject to customary closing conditions, including approval of the shareholders of HCM and Murano, approval of board of directors of both companies, completion of the reorganization in accordance with the Agreement, the approval of the Listing by Nasdaq, Lock-Up Agreement and the Federal Economic Competition Commission. The Boards of Directors of Murano and HCM have each unanimously approved this transaction. As of March 17, 2023, the extraordinary meeting will be held on April 19, 2023. As of December 15, 2023, extraordinary general meeting of shareholders of HCM Acquisition to be held on January 18, 2024. The transaction is expected to close by the end of the third quarter of 2023. As of January 16, 2024, HCM Acquisition announced that it has filed a supplement (?Supplement?) to the Proxy Statement. The Supplement provides that the Sponsor has agreed to increase the Monthly Contribution to the lesser of (i) $0.03 per Class A Ordinary Share held by public shareholders or (ii) an aggregate of $30,000 for each Public Share that is not redeemed. As of March 5, 2024, the transaction has been approved by the shareholders of HCM Acquisition.

Kevin E. Manz, Timothy P. FitzSimons, Jonathan Talansky and Savannah Padgett of King & Spalding acted as legal advisor to HCM Acquisition. Arturo Perdomo J. and Roxana Schäfer of Galicia Abogados acted as legal advisor to HCM Acquisition. Michell Nader Schekaibán and Julián J. Garza Castañeda of Nader, Hayaux & Goebel acted as legal advisor to Murano. Hugo F. Triaca of Clifford Chance and Mourant Ozannes (Jersey) LLP acted as legal advisor to Murano. Cohen & Co. Capital Markets acted as financial advisor for a fee of $1 million and Capital Markets Advisor acted as consultant to HCM. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to HCM Acquisition. William Dooley of Morrow Sodali LLC acted as proxy solicitor to HCM Acquisition. HCM Acquisition has agreed to pay Morrow Sodali a fee of $25,000. Michel van Agt and Vincent van der Lans of Loyens & Loeff N.V. acted as legal advisors to HCM Acquisition. Alex Davies and Nicholas Pattman of Conyers Dill & Pearman (Cayman) Limited acted as legal advisor to Murano Global Investments Plc.

Murano Global Investments Ltd completed the acquisition of HCM Acquisition Corp (NasdaqGM:HCMA) from Elías Sacal Cababie, HCM Investor Holdings,LLC, ES Agrupación, S.A. de C.V. and others in a reverse merger transaction on March 20, 2024.