Murano Global Investments PLC 2024年年度报告和过渡报告

Murano Global Investments PLC (Exact name of Registrant as specified in its charter) If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, amended (“Exchange Act”). Yes☐No☐Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files). Yes☐No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer 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 orrevised financial accounting standards† provided pursuant to Section 13(a) of the Exchange 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.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP☐International Financial Reporting Standards☐Other☐ by the International Accounting Standards BoardIf “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17☐Item 18☐If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act). Yes☐No☐ TABLE OF CONTENTS PageEXPLANATORY NOTE3FREQUENTLY USED TERMS3PRESENTATION OF FINANCIAL AND OTHER INFORMATION8CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS11PART I13Item 1. Identity of Directors, Senior Management And Advisers13Item 2. Offer Statistics and Expected Timetable13Item 3. Key Information13Item 4. Information on the Company35Item 4A. Unresolved Staff Comments67Item 5. Operating and Financial Review and Prospects67Item 6. Directors, Senior Management and Employees91Item 7. Major Shareholders and Related Party Transactions97Item 8. Financial Information101Item 9. The Offer and Listing102Item 10. Additional Information102Item 11. Quantitative and Qualitative Disclosures About Market Risk109Item 12. Description of Securities Other than Equity Securities109PART II111Item 13. Defaults, Dividend Arrearages and Delinquencies111Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds111Item 15. Controls and Procedures111Item 16. Reserved111Item 16a. Audit Committee Financial Expert111Item 16b. Code of Ethics112Item 16c. Principal Accountant Fees and Services112Item 16d. Exemptions From The Listing Standards for Audit Committees112Item 16e. Purchases of Equity Securities by the Issuer and Affiliated Purchasers112Item 16f. Change in Registrant’s Certifying Accountant113Item 16g. Corporate Governance113Item 16h. Mine Safety Disclosure113Item 16i. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections113Item 16j. Insider Trading Policy.113PART III114Item 17. Financial Statements114Item 18. Financial Statements114Item 19. Exhibits1142 EXPLANATORY NOTEThis Annual Report on Form 20-F/A is being filed as an amendment (“Amendment No.