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              CLIFFORD CHANCE US LLP

              31 WEST 52ND STREET

              NEW YORK, NY 10019-6131

              TEL +1 212 878 8000

              FAX +1 212 878 8375

              www.cliffordchance.com

            October 10, 2023

    Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, NE

    Washington, DC 20549

              Attn:

              Eric McPhee

              Wilson Lee

                Ronald (Ron) E. Alper

                Pam Howell

          Re:

            Murano Global Investments Limited

    Registration Statement on Form F-4

    Filed August 9, 2023

    File No. 333-273849

    Ladies and Gentlemen:

    This letter responds to the comment letter (the “Comment Letter”) of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange
      Commission (the “Commission”), dated September 5, 2023, to Mr. Marcos Sacal Cohen, Chief Executive Officer of Murano Global Investments Limited (the “Company”) regarding the Registration Statement and Proxy Statement on Form F-4 filed
      on August 9, 2023 (the “Initial Registration Statement”). Simultaneously with the submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”),
      which reflects changes made in response to certain of the comments contained in the Comment Letter and certain other changes.

    This letter sets forth each comment of the Staff in the Comment Letter and, following the comment, sets forth the Company’s response.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the inside cover page of the Amended Registration Statement.

       October 10, 2023

      Page Two

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on the outside back cover page of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 4 and 6 of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 27 and 114 of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 15-16, 34-35, and 94 of the Amended Registration Statement.

    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.

       October 10, 2023

      Page Three

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 18-19, 33-34, 109-110, and 153 of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 20-21 of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 16 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 26 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 31 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 16 of the Amended Registration Statement.

           October 10, 2023

          Page Four

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 15-16 and 155 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 15, 81, and 155 of the Amended Registration Statement.

    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.

    The Company respectfully acknowledges the Staff’s comment.  The Company is considering proposals to address NASDAQ listing requirements upon the closing of the Business Combination and will undertake
      to revise the Amended Registration Statement once a course of action is decided upon.

    Organizational Structure, page 33

              15.

              Please revise the Murano and PubCo diagram to increase the size to make it readable to the investors.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 36 of the Amended Registration Statement.

    Risk Factors, page 46

              16.

              Please add risk factor disclosure regarding the controlled company status under Nasdaq rules.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 26 and 72 of the Amended Registration Statement.

    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.

         October 10, 2023

        Page Five

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 129-139 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 129-139 of the Amended Registration Statement.

    The parties to the transaction, upon consultation with their tax advisors and based upon the revised disclosure, respectfully submit that an opinion of U.S. tax counsel is not required. First, the
      disclosure states that the Business Combination is subject to significant uncertainty and is therefore not capable of being the subject of a representation regarding its tax-free treatment. Under Section III.A.2 of Staff Legal Bulletin 19, a
      representation as to tax-free treatment is an important criterion in determining whether an opinion is in fact required. (“Examples of transactions generally involving material tax consequences include … mergers or exchange transactions where the
      registrant represents that the transaction is tax free”). Additionally, we have revised the disclosure to clarify that, subject to certain factual conditions, it may be prudent for U.S. holders to assume that the Business Combination is treated as a
      taxable transaction with respect to any gain realized. In this vein, Section III.A.2 of Staff Legal Bulletin 19 also provides that “when a registrant represents than an exchange offer or merger is a taxable transaction, no opinion of counsel or
      accountant is required.”

    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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 141 and 147 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 141 of the Amended Registration Statement.

              21.

              Please identify the “Newmark team” on page 131.

         October 10, 2023

        Page Six

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 142 of the Amended Registration Statement.

              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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 141-144 of the Amended Registration Statement.

              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 Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 141-144 of the Amended Registration Statement.

    The HCM Board of Directors Recommendation of and Reasons for the Business Combination, page 135

              24.

              Ple