Murano Global Investments PLC美股招股说明书(2025-06-26版)

Murano Global Investments PLC 129,765,157 Ordinary Shares This prospectus relates to the offer and sale, from time to time, of 129,765,157 ordinary shares of Murano Global Investments PLC(“Murano Global Investments”), a public company incorporated under the laws of the Bailiwick of Jersey (“we”, “us”, the “Company”,“Murano Group” or “Murano”), no par value (“ordinary shares”) by the selling securityholders named herein (the “Selling Securityholders”),or their pledgees, donees, transferees, or other successors in interest, of an aggregate of 129,765,157 ordinary shares of Murano, comprising (i)an aggregate of 8,737,500 ordinary shares issued in connection with the business combination (the “Business Combination”) to HCM InvestorHoldings, LLC, a Delaware limited liability company (“HCM Holdings”), (ii) an aggregate of 75,000 ordinary shares issued in connection withthe Business Combination to directors of HCM Acquisition Corp., a Cayman Islands exempted company that was renamed “Murano GlobalHospitality Corp” following the completion of the Business Combination ( “HCM”, or “SPAC”), (iii) an aggregate of 69,100,000 ordinaryshares issued in connection with the Business Combination to Elias Sacal Cababie (“ESC”), Chairman and Chief Executive Officer of Murano,and (iv) an aggregate of 51,852,657 ordinary shares that we may issue from time to time, in one or more transactions in amounts, at prices, andon terms that will be determined at the time these securities are offered pursuant to the Standby Equity Purchase Agreement, dated June 11,2025 (the “SEPA”), we have entered into with YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”) pursuant to which wehave the right, but not the obligation, to sell and issue to Yorkville from time to time during the three-year period following the execution dateof the SEPA, the ordinary shares in accordance with the terms of the SEPA (the “Advance Shares”). As consideration for Yorkville’sirrevocable commitment to purchase ordinary shares at our election and in our discretion from time to time after the date of the SEPA and priorto the third anniversary of the SEPA, upon the terms and subject to the satisfaction of the conditions set forth in the SEPA, we have issued toYorkville 253,070 ordinary shares pursuant to the terms of the SEPA (the “Commitment Shares”). As of the date of this prospectus, we havenot issued any ordinary shares to Yorkville other than the Commitment Shares. For the purposes of this prospectus, we are registering for resalea total of 51,852,657 ordinary shares in connection with the SEPA, consisting of the Commitment Shares and 51,599,587 ordinary shares thatwe may elect, in our sole discretion, to issue and sell to Yorkville from time to time under the SEPA, at an assumed offering price of $9.69 perordinary share, which was the closing price of the ordinary shares on the Nasdaq Stock Market LLC (“Nasdaq”) on June 18, 2025. We are registering the offer and sale of certain of these securities to satisfy certain registration rights we have granted. The SellingSecurityholders may offer all or part of the securities for resale from time to time through public or private transactions, at either prevailingmarket prices or at privately negotiated prices. These securities are being registered to permit the Selling Securityholders to sell securities fromtime to time, in amounts, at prices and on terms determined at the time of offering. The Selling Securityholders may sell these securitiesthrough ordinary brokerage transactions, directly to market makers of our shares or through any other means as described in the sectionentitled “Plan of Distribution” herein. In connection with any sales of securities offered hereunder, the Selling Securityholders, anyunderwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaning of the SecuritiesAct of 1933, as amended (the “Securities Act”). Yorkville is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act. The market price of our ordinary shares could decline if the Selling Securityholders sell a significant portion of our ordinary shares or areperceived by the market as intending to sell them. See “Risk Factors” in this prospectus. We will not receive any proceeds from the sale of any securities by any of the other Selling Securityholders. However, we may receive upto U.S.$485,000,000million in aggregate gross proceeds from sales of the Advance Shares. The Selling Securityholders together are offering an aggregate of 129,765,157 ordinary shares, representing approximately 164% of ouroutstanding ordinary shares as of June 18, 2025. The number of ordinary shares that are being registered for resale will constituteapproximately 98 times the number of ordinary shares held by persons other than the Selling Securityholders and our affiliates. Accordingly,the ordinary shares being registered for resale on the registration statem