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Correspondence 0001140361-24-008220 from Murano Global Investments Plc (MRNO)

Murano Global Investments Plc
Date: Feb. 15, 2024 · CIK: 0001988776 · Accession: 0001140361-24-008220

AI Filing Summary & Sentiment

File numbers found in text: 333-273849

Referenced dates: October 10, 2023, October 26, 2023

Date
February 15, 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

February 15, 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

Amendment No. 5 to Registration Statement on Form F-4

Filed January 30, 2024

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 February 13, 2024, to Mr. Elías Sacal Cababié, Chief Executive Officer of Murano Global Investments Limited (the “Company”) regarding the Registration Statement and Proxy Statement on Form F-4 filed with the Commission on August 9, 2023 (the “Initial Registration Statement”). Simultaneously with the submission of this letter, the Company is filing Amendment No. 6 to the Initial Registration Statement on Form F-4 (the “Amended Registration Statement”), which reflects changes made in response to 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.

Amendment No. 5 to Registration Statement on Form F-4 filed January 30, 2024

Impact of the Business Combination on PubCo’s Public Float, page 37

1.

We note your response to comment 2. Please explain in your supplemental response letter the basis for your position that redemptions will have no impact on Nasdaq listing qualifications and that there will be sufficient float held by non-affiliates regardless of the level of redemptions, as it is unclear who or how many non-affiliate shareholders you have other than the public shareholders who may redeem in connection with the transaction. Also address the impact redemptions may have upon the ability of the company to be approved for listing on Nasdaq in the disclosure in this section.

The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 16 and 38 of the Amended Registration Statement. The Company notes that upon the Closing of the Business Combination, we anticipate that our public float will consist of shares delivered in consideration of Trust Shares and of 1,250,000 Vendor Participation Shares, initially valued at approximately $12,500,000 (assuming, for these purposes, a value of $10 per share), which we believe will result in sufficient public float to comply with NASDAQ’s initial listing standards for the Global Market set forth in Rules 5405(a) and 5405(b), including the Income Standard test, regardless of the number of Public Shares redeemed by HCM’s existing public shareholders.

February 15, 2024

Page Two

U.S. regulatory authorities, including the SEC, have recently enacted and proposed rules . . ., page 91

2.

We note your statement that you believe you will not be subject to the Investment Company Act because the proceeds of the trust account are only invested in U.S. Government securities or shares of money market funds meeting conditions of Rule 2a-7 of the Investment Company Act. Please revise to clarify that even though your trust account proceeds are invested in these securities, the risk nevertheless exists that you may be considered to be operating as an unregistered investment company.

The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 91 of the Amended Registration Statement.

Permitted Purchases and Other Transactions with Respect to Our Securities, page 218

3.

Disclosure in this section indicates that the purpose of any purchase of Public Shares by the Sponsor, officers, directors or affiliates from investors could be to “vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination.” Please revise this disclosure or provide your analysis on how such potential purchases would comply with Rule 14e-5. Also see comment 32 of our letter dated October 10, 2023 and comment 14 of our letter dated October 26, 2023.

The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 161, 218-219, and 261 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 US LLP at (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

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CORRESP
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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

    February 15, 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

    Amendment No. 5 to Registration Statement on Form F-4

    Filed January 30, 2024

    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 February 13, 2024, to Mr. Elías Sacal Cababié, Chief Executive Officer of Murano Global Investments Limited (the “Company”) regarding the Registration Statement and Proxy Statement on Form F-4 filed with the Commission on August 9, 2023
      (the “Initial Registration Statement”). Simultaneously with the submission of this letter, the Company is filing Amendment No. 6 to the Initial Registration Statement on Form F-4 (the “Amended Registration Statement”), which
      reflects changes made in response to 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.

    Amendment No. 5 to Registration Statement on Form F-4 filed January 30, 2024

    Impact of the Business Combination on PubCo’s Public Float, page 37

              1.

              We note your response to comment 2. Please explain in your supplemental response letter the basis for your position that redemptions will have no impact on Nasdaq listing qualifications and that there will be
                sufficient float held by non-affiliates regardless of the level of redemptions, as it is unclear who or how many non-affiliate shareholders you have other than the public shareholders who may redeem in connection with the transaction. Also
                address the impact redemptions may have upon the ability of the company to be approved for listing on Nasdaq in the disclosure in this section.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 16 and 38 of the Amended Registration Statement. The Company notes that upon the Closing of the Business
      Combination, we anticipate that our public float will consist of shares delivered in consideration of Trust Shares and of 1,250,000 Vendor Participation Shares, initially valued at approximately $12,500,000 (assuming, for these purposes, a value of
      $10 per share), which we believe will result in sufficient public float to comply with NASDAQ’s initial listing standards for the Global Market set forth in Rules 5405(a) and 5405(b), including the Income Standard test, regardless of the number of
      Public Shares redeemed by HCM’s existing public shareholders.

     February 15, 2024

      Page Two

    U.S. regulatory authorities, including the SEC, have recently enacted and proposed rules . . ., page 91

              2.

              We note your statement that you believe you will not be subject to the Investment Company Act because the proceeds of the trust account are only invested in U.S. Government securities or shares of money market
                funds meeting conditions of Rule 2a-7 of the Investment Company Act. Please revise to clarify that even though your trust account proceeds are invested in these securities, the risk nevertheless exists that you may be considered to be
                operating as an unregistered investment company.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 91 of the Amended Registration Statement.

    Permitted Purchases and Other Transactions with Respect to Our Securities, page 218

              3.

              Disclosure in this section indicates that the purpose of any purchase of Public Shares by the Sponsor, officers, directors or affiliates from investors could be to “vote in favor of the business combination and
                thereby increase the likelihood of obtaining shareholder approval of the business combination.” Please revise this disclosure or provide your analysis on how such potential purchases would comply with Rule 14e-5. Also see comment 32 of our
                letter dated October 10, 2023 and comment 14 of our letter dated October 26, 2023.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 161, 218-219, and 261 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 US LLP at (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