Murano Global Investments PLC美股招股说明书(2025-09-12版)

PROSPECTUS SUPPLEMENT NO. 4(to Prospectus dated June 26, 2025) Murano Global Investments PLC 129,765,157 Ordinary Shares This Prospectus Supplement No. 4 (“Prospectus Supplement No. 4”) relates to the Prospectus of Murano Global InvestmentsPLC (“Murano Global Investments”), a public company incorporated under the laws of the Bailiwick of Jersey (“we”, “us”, the“Company”, “Murano Group” or “Murano”), dated June 26, 2025 (the “Prospectus”), which forms a part of our RegistrationStatement on Form F-1 (Registration No. 333-288232), relating to the to the offer and sale, from time to time, of 129,765,157 ordinaryshares of Murano Global Investments, no par value by the selling securityholders named therein. Capitalized terms used in thisProspectus Supplement No. 4 and not otherwise defined herein have the meanings specified in the Prospectus. This Prospectus Supplement No. 4 is being filed to update and supplement the information included in the Prospectus withthe information contained herein. This Prospectus Supplement No. 4 is qualified by reference to the Prospectus, except to the extentthat the information in this Prospectus Supplement No. 4 supersedes the information contained in the Prospectus and may not bedelivered without the Prospectus. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities lawsand, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary-ForeignPrivate Issuer” in the Prospectus. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 15 of the Prospectusfor a discussion of information that should be considered in connection with an investment in our securities.Such risks includethat our total current liabilities exceed the amount of the total current assets, which has placed significant doubt on our abilityto continue as a going concern. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this Prospectus Supplement No. 4 is truthful or complete. Any representation to the contraryis a criminal offense. The date of this Prospectus Supplement No. 4 is September 12, 2025. Recent Developments MURANO GLOBAL INVESTMENTS PLC(the ”Company”) announced today that Murano Group’s trust vehicle, CIBanco, S.A.,Institución de Banca Múltiple (succeeded by Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, astrustee), in its capacity asfiduciario(trustee) under the trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) hasnot made the scheduled interest payment due on September 12, 2025 for its US$300,000,000 aggregate principal amount of 11.000%Senior Secured Notes due 2031 (the “Notes”) issued in September 2024. The Notes are guaranteed by Murano PV, S.A. de C.V., asparent guarantor, and certain affiliates and trust vehicles of the Murano Group. The Company serves as sponsor of the Notes under aSponsor Support and Indemnification Agreement. If the Issuer Trust does not make the interest payment that was due on September 12, 2025 during a 30-day grace period that expireson October 12, 2025, an Event of Default will occur under the Indenture governing the Notes. This difficult decision reflects the Company’s ongoing efforts to preserve liquidity amid continued liquidity and operationalchallenges.The Company is undertaking a comprehensive program aimed at strengthening its current structure and ensuring long-term financial sustainability.As part of this process, the Company has taken steps to establish a dialogue with its stakeholders,including an ad hoc group of Noteholders (whose holdings represent a significant majority of the aggregate principal amount of Notesoutstanding) and certain of its other financial creditors, and engaged with an ad hoc group advisors in anticipation thereof.TheCompany intends to negotiate and implement a comprehensive, mutually acceptable and out of court restructuring solution. The Company confirms that it continues to meet and remains committed to meeting its operational obligations and commitments withkey suppliers and vendors, clients and commercial partners as they come due. The Company expects to provide further details on its restructuring efforts in the near term. It remains committed to managing itsfinancial responsibilities prudently and maintaining open, transparent communication with all its key stakeholders. ABOUT THE COMPANY The Company is a Mexican real estate company with extensive experience in the design, structure and delivery of large-scalehospitality and commercial projects across Mexico with an international outreach aimed at institutional real estate investors. It has aretained portfolio including the Andaz and Mondrian Hotels in Mexico City, and Grand Island Cancun I in Cancun, Mexico, currentlymanaged by the Hyatt Group. Murano also has an in-pl