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September 5, 2023
Marcos Sacal Cohen
Chief Executive Officer
Murano Global Investments Ltd
AV. Paseo de las Palmas 1270
Col. Lomas de Chapultepec
11000, Mexico City, Mexico
Re:Murano Global Investments Ltd
Registration Statement on Form F-4
Filed August 9, 2023
File No. 333-273849
Dear Marcos Sacal Cohen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed August 9, 2023
Cover Page
1.Please disclose the title and amount of securities being offered, as required by Item
501(b)(2) of Regulation S-K, as referenced in Item 1 of Form F-4.
2.Please provide the dealer prospectus delivery obligation information on the outside back
cover page, as required by Item 502(b) of Regulation S-K, as referenced in Item 2 of Form
F-4. Please also provide the information required by Item 2(1) and (2) of Form F-4 on the
inside front cover page.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 2
 FirstName LastName
Marcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 2
Frequently Used Terms, page 3
3.Please disclose Elias Sacal Cababie’s (ESC) relationship to Murano here.  Please include
Marcos Sacal Cohen with his relationship to Murano in this section.

Questions and Answers About the Business Combination and the Extraordinary Meeting
What will happen in the Business Combination?, page 11
4.Please provide clear disclosure throughout of all the transactions involved in the Business
Combination.  We note the reference to "among other transactions" in the question before
and note that you do not discuss the business combination as it relates to the Murano the
private operating company.  Since shareholders will be voting to approve the business
combination agreement, such information is material.  In addition, when discussing the
business combination, please provide clear disclosure on the timing of the transactions,
including the merger of HCM with NewCay Co and the transaction whereby Murano will
become a subsidiary of PubCo.
What equity stake will current HCM Holders and Murano Shareholders have in PubCo after the
Closing?, page 14
5.Please disclose in this section and elsewhere in the prospectus where similar disclosure is
provided to disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
What interests do HCM's current officers and directors have in the Business Combination?, page
16
6.Please quantify the aggregate dollar amount of what the sponsor and its affiliates have at
risk that depends on completion of a business combination.  Please also clarify the
reference to officer and director investments in the second bullet point.  Clarify whether
these were stock purchases, loans, fees due, or out of pocket expenses.  In the third bullet
point please quantify the value of the Founders Shares held by the independent directors.
Please revise the fifth bullet point to identify each director that may continue as a director
of PubCo.  Please include disclosure regarding the private warrants held by the Sponsor
and Cantor Fitzgerald.  Lastly, please remove the reference to "among other things" and
clearly disclose all material interests of these persons.  Revise similar disclosures
elsewhere in the prospectus.
What are the material U.S. federal income tax consequences of the Business Combination to
me?, page 18
7.Please remove the references to the tax discussion in the prospectus being a "general
discussion."   Investors are entitled to rely on the opinion expressed. Refer to Section
III.D.1 of Staff Legal Bulletin No. 19.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 3
 FirstName LastName
Marcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 3
Summary of the Proxy Statement/Prospectus, page 23
8.Please revise to add disclosure about dilution to the HCM public shareholders.  Please
disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination, here or
elsewhere as appropriate.  Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions.
9.Please disclose the complete mailing address and telephone numbers of the principal
executive offices for the registrant, as required by Item 3(a) of Form F-4.
10.Please include a statement as to whether any regulatory requirements other than the U.S.
federal securities laws, must be complied with or approval must be obtained in connection
with the transaction, and if so, the status of such compliance or approvals.  See Item 3(g)
of Form F-4.
11.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
12.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by the non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
13.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Impact of the Business Combination on PubCo's Public Float, page 32
14.We note that Murano, the private operating company, only has one shareholder, who will
be receiving shares in this transaction pursuant to a private placement.  We also note that
the Founder Shares are subject to a lock-up agreement.  Please provide clear disclosure in
this section and elsewhere as appropriate of the impact redemptions may have upon the
ability of the company to be approved for listing on Nasdaq.
Organizational Structure, page 33
15.Please revise the Murano and PubCo diagram to increase the size to make it readable to
investors.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 4
 FirstName LastName
Marcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 4
Risk Factors, page 46
16.Please add risk factor disclosure regarding the controlled company status under Nasdaq
rules.
Certain Material US Federal Income Tax Consideration, page 118
17.Please remove the word "certain" from the statement at the beginning of this section that
"this section describes certain material U.S. federal income tax consequences ...." For
guidance see Staff Legal Bulletin No. 19.III.C.1.
18.Please revise your disclosure in this section, and elsewhere, to remove language stating
that this discussion is intended to be general in nature or you intend for certain tax
treatment of the transaction.  Please revise to clearly disclose the material tax
consequences of the transaction and attribute the tax opinion to named counsel and file the
tax opinion as an exhibit.  Please also remove any statement that assumes the
material tax consequences at issue (e.g., "The remainder of this discussion assumes that
the Merger qualifies as a transaction described in Section 351(a) of the Code"). Refer to
Section III of Staff Legal Bulletin No. 19 for guidance.
Proposal 1: The Business Combination Proposal
Background of the Business Combination, page 129
19.Please revise to more specifically describe how HCM determined to evaluate the 36
potential business combinations, and how that group was narrowed down to nondisclosure
agreements with 23 of those potential targets, and then determined to negotiate letters of
intent with the five potential targets.  Please also describe the process by which Murano
was determined to be the final candidate.
20.Please clarify whether Murano was the client of Nader, Hayaux y Goebel S.C. and
whether the Nader firm introduced Murano to HCM.  Please clarify whether the Nader
firm brought any other client candidates to HCM.
21.Please identify the “Newmark team” on page 131.
22.Please revise references throughout this section to HCM or representatives of HCM to
clearly disclose the specific individuals of HCM involved in the various discussions.
23.Please revise your disclosure throughout this section to provide greater detail as to how
the material terms of the transaction structure and consideration evolved during the
negotiations.
The HCM Board of Directors Recommendation of and Reasons for the Business Combination,
page 135
24.Please revise to briefly discuss the target opportunities that were rejected by the board and
the reasons those opportunities were rejected.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 5
 FirstName LastNameMarcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 5
25.Please disclose whether and how the board took the consideration to be paid for the target
company in the transaction into account in recommending the transaction.  If the board did
not take the consideration to be paid into account in recommending the transaction, please
explain.
26.Please discuss what consideration, if any, the board gave in the August 1, 2023
reaffirmation of the recommendation of approval of the business combination to the
sigificant redemptions that occurred in the April 2023 extension.
Unaudited Prospective Financial Information of Murano, page 138
27.We are unable to located the unaudited prospective financial information of Murano.
Please revise to include this financial information or advise.
Summary of HCM Financial Analysis, page 139
28.We note the statement on page 140 that "CCM did not assume any obligation to conduct,
and did not conduct, any physical inspection of the property or facilities of HCM, Murano
or any other entity."  Please reconcile with the disclosure in the background of the
business combination which states on page 131 that representatives of HCM and CCM
traveled to Mexico City and Cancun to tour and inspect Murano's hotel projects.
29.Please revise to disclose a narrative summary of the analysis conducted by CCM or HCM,
as applicable, comparing the Murano transaction to the precedent transactions.  Please
explain whether and how CCM incorporated the fact that Murano is developing industrial
parks, in addition to hotels, in its analysis.
30.We note that CCM reviewed Murano’s financial projections in preparing the CCM
Materials.  Please provide your analysis as to whether the CCM Materials is a
“report…materially relating to the transaction ... from an outside party."   If so, please
provide the information required by Item 1015(b) of Regulation M-A and file
such report as an exhibit.  Refer to Item 4(b) of Form F-4.
31.We note that CCM was retained as a financial advisor to HCM.  Please clearly describe
the role of CCM in the de-SPAC transaction, and the level of diligence the financial
advisor performed in connection with the transaction.
Interests of Certain HCM Persons in the Business Combination, page 142
32.We note that “Sponsor, HCM’s directors and officers, Murano and/or their respective
affiliates may purchase shares and/or warrants from investors, or they may enter into
transactions with such investors and others to provide them with incentives to acquire
HCM Ordinary Shares.” Please revise your disclosure to explain how such purchases
would comply with the requirements of Rule 14e-5 under the Exchange Act.   Refer to
Tender Offer Rules and Schedules Compliance and Disclosure Interpretations 166.01 for
guidance.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 6
 FirstName LastNameMarcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 6
Other Considerations, page 142
33.We note reference to a private placement in connection with the Business
Combination. Please clearly disclose whether any of the parties to the business
combination will or may contemplate a private placement concurrent with this business
combination.
Business of Murano and Certain Information About Murano, page 148
34.Please disclose the information required by Item 4.A of Form 20-F as referenced in Item
14 of Form F-4.
35.Please provide the disclosure required by Item 4.D. of Form 20-F regarding your property,
as required by Item 14(b) of Form F-4.  When discussing the current development projects
please disclose the current status of each project development, the estimated costs of each
development, and the impact upon the estimated timing to the extent financing is not
obtained.
Description of Material Agreements, page 169
36.For those loans with variable interest rates, please clearly disclose the interest rate as of a
recent date.  Revise similar information on page 187.
37.Please disclose all material terms of the management agreements, including the
compensation arrangements.
Environmental Matters, page 174
38.Please revise to disclose whether there are expected to be any obstacles to obtaining these
permits.
Executive Compensation, page 174
39.Please disclose the total amounts set aside or accrued by the company or its subsidiaries to
provide pension, retirement or similar benefits.  See Item 6.B of Form 20-F as referenced
in Item 18(a)(7)(i) of Form F-4.
Management of Murano, page 176
40.Please clearly disclose any familial relationships between the officers and directors.  See
Item 6.A.4 of Form 20-F as referenced in Item 18(a)(7) of Form F-4.  Please also explain
the inclusion of Shawn Matthews in this section, as he is an officer and director of HCM.
41.Please clearly disclose the directors of Murano and disclose any compensation paid to
such directors.  See Item 6.A and B of Form 20-F.  Please also clearly disclose the
anticipated compensation arrangements for the officers and directors of the company post-
business combination.

 FirstName LastNameMarcos Sacal Cohen
 Comapany NameMurano Global Investments Ltd
 September 5, 2023 Page 7
 FirstName LastNameMarcos Sacal Cohen
Murano Global Investments Ltd
September 5, 2023
Page 7
Liquidity and Capital Resources, page 185
42.We note that your current total debt as of December 2022 was Ps.$5,563.2 million and
that you will likely need additional capital in the future.  In order to keep investors
informed, please disclose your total debt as of the most recent practicable date.
Debt, page 187
43.Please revise to provide the interest rate for the peso-denominated loan agreement, dated
as of October 16, 2019, among Fideicomiso Murano 2000 and Banco Nacional de
Comercio Exterior, S.N.C Institución de Banca de Desarrollo.
44.Please reconcile and explain any differences between the debt instruments listed here and
those listed under “Description of Material Agreements” beginning on page 169.
45.We note the disclosure in this section that you were in compliance with all covenants and
restrictions as of December 31, 2022, except the one breach discussed in this section.
Please cle