SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001140361-24-004584 from Murano Global Investments Plc (MRNO)

Murano Global Investments Plc
Date: Jan. 30, 2024 · CIK: 0001988776 · Accession: 0001140361-24-004584

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-273849

Referenced dates: November 15, 2022, September 5, 2023

Date
January 30, 2024
Author
/s/ Hugo Triaca
Form
CORRESP
Company
Murano Global Investments Plc

Letter

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

January 30, 2024

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 January 22, 2024, 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. 5 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 update throughout the prospectus to reflect the most recent extension of the date by which HCM must complete a business combination.

The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosures throughout the Amended Registration Statement to reflect the most recent extension date by which HCM must complete a business combination.

January 30, 2024

Page Two

2.

Please provide a response to comment 14 of our letter dated September 5, 2023 regarding the impact of shareholder redemptions on your NASDAQ listing.

The Company respectfully acknowledges the Staff’s comment and respectfully confirms that the redemptions will have no impact on NASDAQ listing qualifications, as the Company believes that it will have sufficient float held by non-affiliates regardless of the level of redemptions.

3.

We note HCM’s previous response dated November 16, 2022 to our comment letter dated November 15, 2022 regarding HCM’s sponsor, officers and directors. With a view toward disclosure, please tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 4, 13, 23 of the Amended Registration Statement.

The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

We and the Company very much appreciate the Staff’s attention to the review of the Registration Statement. Please do not hesitate to contact Hugo Triaca, Esq. of Clifford Chance at 1 212 878 3222 or Kevin E. Manz, Esq. at (212) 556-2133 if you have any questions regarding this letter or the Amended Registration Statement.

Very truly yours,
/s/ Hugo Triaca

Show Raw Text
CORRESP
1
filename1.htm

            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

    January 30, 2024

    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 January 22, 2024, 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. 5 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 update throughout the prospectus to reflect the most recent extension of the date by which HCM must complete a business combination.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosures throughout the Amended Registration Statement to reflect the most recent extension date by which HCM must complete a
      business combination.

      January 30, 2024

      Page Two

          2.

            Please provide a response to comment 14 of our letter dated September 5, 2023 regarding the impact of shareholder redemptions on your NASDAQ listing.

    The Company respectfully acknowledges the Staff’s comment and respectfully confirms that the redemptions will have no impact on NASDAQ listing qualifications, as the Company believes that it will have sufficient float
      held by non-affiliates regardless of the level of redemptions.

          3.

            We note HCM’s previous response dated November 16, 2022 to our comment letter dated November 15, 2022 regarding HCM’s sponsor, officers and directors. With a view toward disclosure, please tell us whether anyone
              or any entity associated with or otherwise involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to
              complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination should the transaction be subject to review by a U.S. government entity, such as the
              Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from
              completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined
              company, and the warrants, which would expire worthless.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 4, 13, 23 of the Amended Registration Statement.

    The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

    We and the Company very much appreciate the Staff’s attention to the review of the Registration Statement.  Please do not hesitate to contact Hugo Triaca, Esq. of Clifford Chance at 1 212 878 3222 or Kevin E. Manz, Esq.
      at (212) 556-2133 if you have any questions regarding this letter or the Amended Registration Statement.

    Very truly yours,

    /s/ Hugo Triaca

    Hugo Triaca

    Partner