Murano Global Investments PLC 2025年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Murano Global Investments PLC Not applicable(Translation of Registrant’s name into English) David Galan(CFO) (+44207 1676440)dgalan@murano.com.mx25 Berkeley Square,LondonW1J 6HN,United Kingdom(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Exchange Act: Title of each classTradingSymbol(s)Name of exchange on whichregisteredOrdinary shares, no par valueMRNOTheNASDAQStock MarketLLC Warrants, each exercisable for one ordinary share at an exercise price of$11.50 per ordinary shareMRNOWTheNASDAQStock MarketLLC Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act: None(Title of Class) None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered bythe annual report: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended(the “Securities Act”). Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or15(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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 toRule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised 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 itsAccounting 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 itsinternal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period 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☒by the International Accounting Standards Board Other☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant haselected 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 PageFREQUENTLY USED TERMS1CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS11PART I14ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS14ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE14ITEM 3. KEY INFORMATION14ITEM 4. INFORMATION ON THE COMPANY43ITEM 4A. UNRESOLVED STAFF COMMENTS79ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS79ITEM 6. DIRECTORS, SENIOR