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

(Mark One)☐☒☐☐whichregistered 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) ofthe 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 besubmitted 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 bycheck 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 AccountingStandards 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 ofthe 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 Exchange Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive- 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 statementsincluded in this filing:U.S. GAAP☐International Financial Reporting Standards☒by the International Accounting Standards BoardOther☐If “Other” has been checked in response to the previous question indicate by check mark which financial statementitem 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 CONTENTSCAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTSITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 4. INFORMATION ON THE COMPANYITEM 4A. UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSITEM 10. ADDITIONAL INFORMATIONITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDITEM 15. CONTROLS AND PROCEDURESITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTITEM 16G. CORPORATE GOVERNANCEITEM 16H. MINE SAFETY DISCLOSUREITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTITEM 16J. INSIDER TRADING POLICYi PageFREQUENTLY USED TERMS111PART I141414ITEM 3. KEY INFORMATION14437979107113ITEM 8. FINANCIAL INFORMATION119ITEM 9. THE OFFER AND LISTING119120127127PART II127127USE OF PROCEEDS127127ITEM 16. RESERVED128128ITEM 16B. CODE OF ETHICS129129130PURCHASERS130130130130INSPECTIONS131131ITEM 16K. CYBERSECURITY131PART III132ITEM 17. FINANCIAL STATEMENTS132ITEM 18. FINANCIAL STATEMENTS132ITEM 19. EXHIBITS132SIGNATURES135INDEX TO FINANCIAL STATEMENTS2 Table of ContentExcept as otherwise indicated or required by context, references in this annual report on Form 20-F (includinginformationincorporated by reference herei