SecProbe.io

CORRESP
 1
 filename1.htm

 June 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Benjamin Holt

 Re:  Murano Global Investments PLC
 Registration Statement on Form F-1, as amended (File No. 333-288232)
 Request for Acceleration Effective Date

 Ladies and Gentlemen:

 On behalf of Murano Global Investments PLC (the “ Company ”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as
 amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-288232) (the “ Registration Statement ”) be
 accelerated to become effective as of 4:30 p.m. Eastern time on June 25, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Clifford Chance US
 LLP, by calling Hugo Triaca at +1 212 878 3222.

 Thank you for your assistance in this matter.

 Very truly yours,

 MURANO GLOBAL INVESTMENTS PLC

 By:

 /s/ David Galan

 Name: David Galan

 Title: Chief Financial Officer

 cc:

 Elias Sacal Cababie, Chairman and Chief Executive Officer of Murano
 Global Investments PLC
 David Galan, Chief Financial Officer of Murano Global Investments PLC
 Hugo Triaca, Clifford Chance US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 18, 2025

Elias Sacal Cababie
Chairman and Chief Executive Officer
Murano Global Investments PLC
25 Berkeley Square
London W1J 6HN, United Kingdom

 Re: Murano Global Investments PLC
 Draft Registration Statement on Form F-1
 Submitted June 13, 2025
 CIK No. 0001988776
Dear Elias Sacal Cababie:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Benjamin Holt at 202-551-6614 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Hugo Triaca
</TEXT>
</DOCUMENT>

February 12, 2025
David Galan
Chief Financial Officer
Murano Global Investments Plc
25 Berkeley Square
London W1J 6HN
United Kingdom
Re:Murano Global Investments Plc
Form 20-F
Filed May 1, 2024
File No. 001-41985
Dear David Galan:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Hugo Triaca

CORRESP
1
filename1.htm

      December 31, 2024

      FILED VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Real Estate & Construction

      100 F Street, N.E.

      Washington, D.C. 20549

                Attention:

                Ms. Kellie Kim

                Ms. Kristina Marrone

                Re:

                Murano Global Investments Plc

                Form 20-F

                Filed May 1, 2024

                File No. 001-41985

      Ladies and Gentlemen:

      Murano Global Investments Plc (the “Company” or “we”) hereby transmits the Company’s response to the comment letter
        (the “Comment Letter”) received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
        dated December 17, 2024, regarding the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “Form 20-F”) filed with the Commission on May 1, 2024. Concurrently with this
        response letter, the Company is publicly filing with the Commission via EDGAR Amendment No. 1 to the Annual Report on Form 20-F/A (“Amendment No. 1”), which has been revised to reflect the Company’s response
        to the Staff’s comment number 2 set forth in the Comment Letter.

      For ease of review, we have set forth below each of the numbered comments in the Comment Letter in bold italics type, followed by the Company’s responses thereto. Unless otherwise indicated,
        capitalized terms used herein have the meanings assigned to them in Amendment No. 1.

      ***

        Note 19. Correction of immaterial errors, page F-48

              1.

                We note the correction of errors related to the classification of non-cash transactions and deferred taxes in previously issued
                  financial statements. Please provide us with a detailed materiality analysis supporting your conclusion that the impact of the errors is not material. In addition, tell us how you complied with the disclosure requirements of paragraph 49
                  of IAS 8.

      Response: The Company respectfully advises the Staff that during the preparation of the financial statements for the year ended December 31, 2023, the Company
          identified certain errors in its prior year combined financial statements, which are summarized as follows:

            1.

              Under the Company’s accounting policy, cash paid for interest recognized as an expense in the statement of profit and loss is classified as a financing cash flow while cash paid on capitalized borrowing costs is classified within cash
                flows from investing activities. For the years ended December 2022 and 2021, the Company appropriately reflected the cash paid on capitalized borrowing costs as cash paid for the acquisition of property, construction in process and
                equipment within investing cash flows. However, such amounts were also erroneously reflected during those periods as a non-cash adjustment to net profit to arrive at cash flows from operating activities, and as interest paid within
                financing activities, thereby overstating cash flows from operating activities and understating cash flows from financing activities in 2022 and 2021 (the “Cash Flow Errors”).

            2.

              During 2022 and 2021, Murano failed to account for deferred taxes related to derivatives that were designated as economic hedges of variable interest debt. The omission of deferred taxes led to misstatements of the combined statements of
                profit and loss and other comprehensive income for the years ended December 31, 2022 and 2021, and the statements of financial position as of December 31, 2022 and 2021 and January 1, 2021 (the “Deferred Tax Errors”).

      The impact of the misstatements on the combined financial statements are summarized as follows:

      Adjustments in the combined statements of financial position

              As of December 31, 2022

              As Previously Reported

              Adjustment

              As Restated

              Deferred tax liabilities

              4,295,874,995

              57,837,596

               4,353,712,591

              Total liabilities

              10,345,727,922

              57,837,596

               10,403,565,518

              Accumulated deficit

              (1,181,000,159)

              (57,837,597)

              (1,238,837,756)

              Total net assets

              8,457,172,581

              (57,837,596)

              8,399,334,985

              As of December 31, 2021

              As Previously Reported

              Adjustment

              As Restated

              Deferred tax liabilities

              2,326,848,915

              (2,384,364)

              2,324,464,551

              Total liabilities

              6,495,730,554

              (2,384,364)

              6,493,346,190

              Accumulated deficit

              (1,485,599,420)

              2,384,364

              (1,483,215,056)

              Total net assets

              4,246,379,239

              2,384,364

              4,248,763,603

              As of January 1, 2021

              As Previously Reported

              Adjustment

              As Restated

              Deferred tax liabilities

              2,171,778,310

              (25,138,382)

              2,146,639,928

              Total liabilities

              5,509,975,376

              (25,138,382)

              5,484,836,994

              Accumulated deficit

              (1,402,845,011)

              25,138,382

              (1,377,706,629)

              Total net assets

              4,199,851,772

              25,138,382

              4,224,990,154

      Adjustments in the combined statements of profit and loss and other comprehensive income

              Year Ended December 31, 2022

              As Previously Reported

              Adjustment

              As Restated

              Income taxes

              (170,487,446)

              (60,221,961)

              (230,709,407)

              Net profit

              304,599,261

              (60,221,961)

              244,377,300

              Total comprehensive income

              4,509,138,666

              (60,221,961)

               4,448,916,705

              Year Ended December 31, 2021

              As Previously Reported

              Adjustment

              As Restated

              Income taxes

              (83,104,963)

              (22,754,018)

              (105,858,981)

              Net profit

              (82,754,409)

              (22,754,018)

              (105,508,427)

              Total comprehensive income

              85,197,957

              (22,754,018)

              62,443,939

      Adjustments in the combined statements of cash flows

              Year Ended December 31, 2022

              As Previously Reported

              Adjustment

              As Restated

              Interest expense

              328,367,127

              (241,931,148)

              86,435,979

              Net cash flows used in operating activities

              (33,580,241)

              (241,931,148)

              (275,511,389)

              Interest paid

              (286,996,622)

              241,931,148

              (45,065,474)

              Net cash flows from financing activities

              1,528,421,985

              241,931,148

              1,770,353,133

              Year Ended December 31, 2021

              As Previously Reported

              Adjustment

              As Restated

              Interest expense

              153,401,639

              (102,952,238)

              50,449,401

              Net cash flows used in operating activities

              (81,026,744)

              (102,952,238)

              (183,978,982)

              Interest paid

              (141,114,065)

              102,952,238

              (38,161,827)

              Net cash flows from financing activities

              732,867,795

              102,952,238

              835,820,033

      Management’s assessment of materiality included a detailed analysis of both quantitative and qualitative factors and is summarized below.

      Quantitative analysis

      In assessing the quantitative magnitude of the errors, management notes that although pre-tax income is typically the starting point for a quantitative measure of materiality, it is not deemed to be the metric that
        is most relevant to the users of the Company’s financial statements. This is because, until the end of 2022, all projects were in the construction phase and the transactions that had a significant impact on the results of 2022 and 2021 were not
        directly attributable to the revenue-generating operations of the Company.

      Accordingly, the Company determined 1% of total assets as the measurement basis to determine the Company’s materiality because it reflects the investments made by the Company to establish the hotels and other real
        estate investments that will form the basis of the Company’s main activities.

      Internal materiality in Mexican pesos for the years ended December 31, 2023, 2022 and 2021, was $194,309,429, $188,029,005 and $107,421,098, respectively. Based on these measures, the impacts of the Cash Flow Errors
        exceed the quantitative thresholds while the impacts of the Deferred Tax Errors on the statements of financial position and profit and loss and other comprehensive income are below the quantitative thresholds.

      Qualitative analysis

      Management’s analysis of qualitative factors is summarized as follows:

            1)

              Whether the misstatement arises from an item capable of being measured with precision or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate.

      Analysis: Capitalized borrowing costs were calculated with precision, based on interest
          rates and balances of qualifying assets.

      The misstatements to the deferred tax liability and related expense can similarly be calculated with precision identifying the temporary difference and applying appropriate income tax rates.

            2)

              Whether the misstatement masks a change in earnings or other trends.

      Analysis: No. Due to the Company’s focus on construction and development activities in 2022
          and 2021, the Company realized substantial net cash outflows from operating activities and inflows from proceeds from financing arrangements. The misstatements therefore did not have the effect of masking those trends as the previously reported
          and restated balances reflected the same nature of the cash flows.

      The Company also does not believe the adjustments mask any material changes or trends to net profit during 2022 or 2021. This is because during 2022 and 2021, the Company had not yet generated
        sufficient revenues to achieve an established operational track record.

      Nonetheless, the Company reported other key business and financial metrics, in filings on Form F-4/A filed on February 15, 2024, and in the Company’s annual report on Form 20-F filed on May 1, 2024
        for which the misstated accounts are only used in the determination of non-IFRS performance measures including EBITDA and Adjusted EBITDA. None of the adjustments required to correct the misstatements affect the calculations of these non-IFRS
        measures.

            3)

              Whether the misstatement hides a failure to meet the consensus expectations of analysts for the company.

      Analysis: No. There were no consensus expectations of analysts regarding measures affected
          by the misstatements.

            4)

              Whether the misstatement turns a loss into income or vice versa.

      Analysis: No. The corrections to the misstatements did not change the previously reported
          net operating cash flows or financing cash flows from positive to negative or vice versa.

      Similarly, the misstatements do not turn the net profit into net losses or vice versa for the years ended December 31, 2022 and 2021.

            5)

              Whether the misstatement relates to a segment or other portion of the registrant's business that has been identified as playing a significant role in the registrant's operations or profitability.

      Analysis: No, given that the misstatements relate to the Company’s one and only reportable
          segment, which generated little or no revenues during 2022 or 2021.

            6)

              Whether the misstatement affects the registrant's compliance with regulatory requirements.

      Analysis: No. The Company’s compliance with regulatory requirements was not affected by the
          misstatements.

            7)

              Whether the mistake affects the registrant's compliance with loan covenants or other contractual requirements.

      Analysis: No. The Company’s compliance or failure to comply with loan covenants or other
          contractual requirements was not affected by the misstatements.

            8)

              Whether the misstatement has the effect of increasing management compensation, for example, by satisfying requirements for the granting of bonuses or other forms of incentive compensation.

      Analysis: No. Management’s compensation was not affected by the misstatements.

            9)

              Whether the misstatement involves the concealment of an unlawful transaction.

      Analysis: No. The misstatements do not conceal illegal or unauthorized transactions.

      To further analyze the materiality of the errors, the Company has analyzed the misstatements in light of guidance surrounding the definition of materiality and the impact on the decision-making of the primary users
        of the combined financial statements set forth in paragraph 7 of IAS 1 as follows:

            1)

              Would the correction of the error significantly affect Murano's outlook?

      Analysis: Although the Company’s cash flows are also discussed and analyzed in the
          Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s regulatory filings, such disclosures do not specifically mention the period-to-period changes of cash paid for interest or borrowing
          costs.

      The Company also considered the impacts of the misstatements on management’s accounting and disclosures related to the Company’s ability to continue as a going concern. Both the 2022 financial
        statements filed in the Company’s registration statement on Form F-4/A on February 15, 2024, and the 2023 financial statements filed in the Company’s annual report on Form 20-F on May 1, 2024, disclose material uncertainties giving rise to
        substantial doubt about the Company’s ability to continue as a going concern. In addition, the audit reports on the aforementioned financial statements include explanatory paragraphs related to the going concern uncertainties. Based on management’s
        analysis, neither the individual or cumulative effects of the misstatements impact the conclusions or disclosures reached in relation to the going concern uncertainties reported in the financial statements of 2023 or 2022.

      Based on the above, management concludes that the correction of the misstatements is unlikely to significantly affect Murano's outlook. While the correction resulted in adjustments to deferred tax
        balances and the related expense/benefit, it is unlikely to have a material impact on Murano's overall financial position or performance.

            2)

              Who are

December 17, 2024
David Galan
Chief Financial Officer
Murano Global Investments Plc
25 Berkeley Square
London W1J 6HN
United Kingdom
Re:Murano Global Investments Plc
Form 20-F
Filed May 1, 2024
File No. 001-41985
Dear David Galan:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F
Note 19. Correction of immaterial errors, page F-48
1.We note the correction of errors related to the classification of non-cash transactions
and deferred taxes in previously issued financial statements. Please provide us with a
detailed materiality analysis supporting your conclusion that the impact of the errors is
not material. In addition, tell us how you complied with the disclosure requirements of
paragraph 49 of IAS 8.
Exhibits
2.We note that the Section 906 certifications required by Rule 13-a14(b) of the
Exchange Act have been omitted from your Form 20-F. Please file an amended Form
20-F in its entirety and include the certifications as Exhibits as required by Item 601
of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy

December 17, 2024
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Hugo Triaca

CORRESP
1
filename1.htm

    Murano Global Investments Limited

    AV. Paseo de las Palmas 1270

    Col. Lomas de Chapultepec

    11000, Mexico City, Mexico

    February 21, 2024

    Via EDGAR

    Division of Corporation Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-3561

            Re:

            Request for Acceleration of Effectiveness of Registration Statement on Form F-4 (File No. 333-273849) (the “Registration Statement”) of Murano Global
              Investments Limited (“Murano”)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the United States Securities Act of 1933, as amended, Murano requests that the effectiveness of the above-captioned Registration Statement be accelerated so that such
      Registration Statement will become effective on February 23, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

    Please direct any questions that you have with respect to the foregoing or, if any additional supplemental information is required by the Staff, to Hugo Triaca, Esq. of Clifford Chance US LLP at
      (212) 878-3222 or Kevin E. Manz, Esq. of King & Spalding LLP at (212) 556-2133.

            Very truly yours,

            Murano Global Investments Limited

            By:

          /s/ Elias Sacal Cababie

            Name:

          Elias Sacal Cababie

            Title:

          Chief Executive Officer

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

    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

United States securities and exchange commission logo
February 13, 2024
Elías Sacal Cababié
Chief Executive Officer
Murano Global Investments Ltd
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes
Lomas de Chapultepec III Secc
Miguel Hidalgo, 11000 Mexico City, Mexico, CDMX
Re:Murano Global Investments Ltd
Amendment No. 5 to Registration Statement on Form F-4
Filed January 30, 2024
File No. 333-273849
Dear Elías Sacal Cababié:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 22, 2024 letter.
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.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 February 13, 2024 Page 2
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
February 13, 2024
Page 2
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.
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.
            Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have
questions regarding the financial statements and related matters. Please contact Ronald (Ron) E.
Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hugo F. Triaca

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

United States securities and exchange commission logo
January 22, 2024
Elías Sacal Cababié
Chief Executive Officer
Murano Global Investments Ltd
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes
Lomas de Chapultepec III Secc
Miguel Hidalgo, 11000 Mexico City, Mexico, CDMX
Re:Murano Global Investments Ltd
Amendment No. 4 to Registration Statement on Form F-4
Filed January 12, 2024
File No. 333-273849
Dear Elías Sacal Cababié:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 4 to Form F-4 filed January 12, 2024
General
1.Please update throughout the prospectus to reflect the most recent extension of the date by
which HCM must complete a business combination.
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.
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

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 January 22, 2024 Page 2
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
January 22, 2024
Page 2
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.
            Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have
questions regarding the financial statements and related matters. Please contact Ronald (Ron) E.
Alper at 202-551-3329 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hugo F. Triaca

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

            December 1, 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 Ltd

              Amendment No. 2 to Registration Statement on Form F-4

              Filed November 8, 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 November 27, 2023, 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 on Filed November 8, 2023 (the “Initial Registration

        Statement”). Simultaneously with the submission of this letter, the Company is filing Amendment No. 3 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.

    Questions and Answers About the Business Combination and the Extraordinary Meeting, page 11

              1.

              We reissue prior comment 6. Please disclose on page 16 when discussing the equity stake current HCM Holders and Murano Shareholders will have in
                PubCo after the Closing and elsewhere in the prospectus where similar disclosure is provided the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise and conversion of all securities,
                including the private placement warrants. Please also add footnote 2 from the table on page 37 to the table on pages 16-17.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 15-16, 36-37, 82, and 96-97 of the Amended Registration Statement.
      The Company notes for the Staff’s consideration that the Sponsor has agreed to forfeit the 10,500,000 Private Placement Warrants excluded from the tables on pages 15-16 and 36-37 in connection with the Closing of the Business Combination pursuant to
      the Sponsor Support Agreement and the only remaining Private Placement Warrants or other dilutive securities are the 2,500,000 Private Placement Warrants held by Cantor Fitzgerald & Co., which is not an affiliate of the Sponsor.  As such, the
      Company believes that the disclosure of the sponsor and its affiliates’ total potential ownership interest in the combined company assuming exercise and conversion of all securities, is fulsomely disclosed.

       Page 2 of 3

      December 1, 2023

              2.

              We reissue prior comment 4. 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 16-17 of the Amended Registration Statement.

     Material US Federal Income Tax Considerations, page 131

              3.

              We partially reissue comment 8. We continue to note the disclosures regarding the possibility that the transaction may qualify as a
                  “reorganization” under Section 368 and would therefore not be a taxable event. See the disclosure on pages 22, 90 and 132. Please provide an opinion of counsel regarding Section 368 or revise the disclosure throughout the prospectus to
                  make it clear the transaction will not qualify as a reorganization. In addition, we note that the opinion of counsel states that the transaction “should” qualify as a transaction under Section 351(a). Please revise to clearly explain why
                  you cannot give a “will” opinion and to describe the degree of uncertainty. Please also provide risk factor disclosure of the risks of the uncertain tax treatment to investors. Lastly, it is inappropriate to exclude PFIC status from the
                  scope of the opinion. Please revise. For guidance see Section III.C.4 of Staff Legal Bulletin and footnote 44.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 21-22, 90, 92, and 133-134 of the Amended Registration Statement.

    Summary of HCM Financial Analysis

    Materials of HCM’s Financial Advisor, page 149

              4.

              We note your response to prior comment 11. Please revise the disclosure consistent with the response.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 149 and 153 of the Amended Registration Statement.

              5.

              We reissue prior comment 13. We continue to 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.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 143, 145, 149, and 152-153 of the Amended Registration Statement to
      clarify that CCM did assist HCM in its due diligence process, and the scope of such diligence.

     Debt, page 204

              6.

              We reissue prior comment 18. For debt with variable interest rates, please clearly disclose the interest rate as of a recent date.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 204 of the Amended Registration Statement.

     Certain Murano Relationships and Related Transactions, page 206

              7.

              We note your response to prior comment 19. Please disclose the terms of the lease, including any additional payments above the base rent, the term of the tenancy and the
                schedule of payments. Please also clarify the amount paid under the lease to date.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on page 207 of the Amended Registration Statement.

     Page 3 of 3

    December 1, 2023

    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. of King & Spalding LLP 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

United States securities and exchange commission logo
November 27, 2023
Elías Sacal Cababié
Chief Executive Officer
Murano Global Investments Ltd
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes
Lomas de Chapultepec III Secc
Miguel Hidalgo, 11000 Mexico City, Mexico, CDMX
Re:Murano Global Investments Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed November 8, 2023
File No. 333-273849
Dear Elías Sacal Cababié:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 26, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed November 8, 2023
Questions and Answers About the Business Combination and the Extraordinary Meeting, page
11
1.We reissue prior comment 6. Please disclose on page 16 when discussing the equity stake
current HCM Holders and Murano Shareholders will have in PubCo after the Closing and
elsewhere in the prospectus where similar disclosure is provided the sponsor and its
affiliates' total potential ownership interest in the combined company, assuming exercise
and conversion of all securities, including the private placement warrants. Please also add
footnote 2 from the table on page 37 to the table on pages 16-17.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 November 27, 2023 Page 2
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
November 27, 2023
Page 2
2.We reissue prior comment 4. 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.
Material US Federal Income Tax Considerations, page 131
3.We partially reissue comment 8. We continue to note the disclosures regarding the
possibility that the transaction may qualify as a "reorganization" under Section 368 and
would therefore not be a taxable event. See the disclosure on pages 22, 90 and 132. Please
provide an opinion of counsel regarding Section 368 or revise the disclosure throughout
the prospectus to make it clear the transaction will not qualify as a reorganization. In
addition, we note that the opinion of counsel states that the transaction "should" qualify as
a transaction under Section 351(a). Please revise to clearly explain why you cannot give a
“will” opinion and to describe the degree of uncertainty. Please also provide risk factor
disclosure of the risks of the uncertain tax treatment to investors. Lastly, it is inappropriate
to exclude PFIC status from the scope of the opinion. Please revise. For guidance see
Section III.C.4 of Staff Legal Bulletin and footnote 44.
Summary of HCM Financial Analysis
Materials of HCM's Financial Advisor, page 149
4.We note your response to prior comment 11. Please revise the disclosure consistent with
the response.
5.We reissue prior comment 13. We continue to 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.
Debt, page 204
6.We reissue prior comment 18. For debt with variable interest rates, please clearly disclose
the interest rate as of a recent date.
Certain Murano Relationships and Related Transactions, page 206
7.We note your response to prior comment 19. Please disclose the terms of the lease,
including any additional payments above the base rent, the term of the tenancy and the
schedule of payments. Please also clarify the amount paid under the lease to date.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 November 27, 2023 Page 3
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
November 27, 2023
Page 3
            Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have
questions regarding the financial statements and related matters. Please contact Ronald (Ron) E.
Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hugo F. Triaca

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

            November 8, 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 Ltd

              Amendment No. 1 to Registration Statement on Form F-4

              Filed October 10, 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 October 26, 2023, 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 on October 10, 2023 (the “Registration

        Statement”). Simultaneously with the submission of this letter, the Company is filing Amendment No. 2 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.

              We partially reissue prior comment 2. Please 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 inside cover page of the Amended Registration Statement.

              2.

              Please reconcile the amount of ordinary shares, warrants and ordinary shares underlying the warrants disclosed on the cover page with the amount
                reflected in the exhibit table in Exhibit 107.

    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.

     Page 2 of 6

        November 8, 2023

    Questions and Answers About the Business Combination and the Extraordinary Meeting, page 11

              3.

              We note your response to prior comment 8; however, we do not see disclosure in the table regarding dilution to the HCM public
                  shareholders. Please add disclosure showing how the shares owned by HCM public shareholders may be diluted.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 16-17 of the Amended Registration Statement.

              4.

              We reissue prior comment 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 16-17 and 36-37 of the Amended Registration Statement.

              5.

              Please revise the table on page 1 reflecting the effective fees payable to the underwriter on a percentage basis based on the level of redemptions to reflect 75% and 90%
                redemptions. Similarly revise the disclosure regarding the impact of redemptions on underwriting fees as a percentage of the HCM stock price to reflect 75% and 90% redemptions.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 15, 83, and 159 of the Amended Registration Statement.

              6.

              We reissue prior comment 5. Please disclose on page 15 when discussing the equity stake current HCM Holders and Murano Shareholders will have in PubCo after the Closing
                and elsewhere in the prospectus where similar disclosure is provided 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 16-17 and 37 of the Amended Registration Statement.

              7.

              We partially reissue prior comment 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 disclose the value of the common stock underlying the private warrants held by Cantor Fitzgerald.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 19-20, 34-35, 111-112, and 156 of the Amended Registration Statement.

    Material US Federal Income Tax Considerations, page 129

              8.

              We partially reissue prior comment 18. We note your response that you clearly disclose this will be a taxable event. However, we note that you continue to state that you
                intend for the transactions to qualify as a transaction described in Section 351(a) and thus not a taxable transaction. We also note continued disclosure that you intend for the transaction to qualify as a “reorganization” under Section 368
                but that this is highly uncertain. Lastly, you do not reach the conclusion that this will be a taxable event for shareholders. Instead, you state that “it may be prudent for a US holder that does not have in effect a valid QEF election ...
                to assume that the Business Combination is treated as a taxable transaction.” Please revise to clearly disclose the material tax consequences of the transaction and to the extent you continue to disclose that the transaction may be tax
                free, 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 is based upon the
                position 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 has revised the Amended Registration Statement in response to the Staff’s comment. Please see pages 22, 90, and 132-133 of the Amended Registration Statement. In
          addition, the Company has filed an opinion of Clifford Chance US LLP as Exhibit 8.1 to the Amended Registration Statement.

    Page 3 of 6

        November 8, 2023

    Proposal No. 1: The Business Combination Proposal Background of the Business Combination, page 140

              9.

              We reissue prior comment 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 comments and the Company has revised the disclosure on pages 144-145 and 147-148 of the Amended Registration Statement to provide
      detail regarding the negotiations concerning the forfeiture of 1,250,000 Founder Shares and all of HCM’s Private Placement Warrants and the disclosures on page 145 of the Amended Registration Statement to make clear that HCM consulted with its tax
      advisor to ensure that the change to structure requested by the Company would not negatively impact HCM’s shareholders.  Otherwise, the Company respectfully submits that the description accurately reflects the material discussions regarding the
      material terms of the transaction structure and consideration during the course of negotiations.  As noted in the section entitled “Background of the Business Combination,” the parties discussed an initial
      equity value of $650 million for Murano, with the exclusive consideration in the transaction being newly issued shares of PubCo.  Such structure and valuation was expressly subject to due diligence, which occurred over the course of the next several
      months, as detailed in the “Background of the Business Combination”.  The ongoing due diligence process was used to confirm the equity value for the Company (as described in the “Background of the Business Combination”, as is the duration of such due diligence process related to obtaining appropriate financial statements), which was eventually determined to be $690.9 million (as reflected on page 210 of the
      Amended Registration Statement).  Furthermore, the “Background of the Business Combination” makes clear that the Business Combination Agreement was drafted to provide HCM ongoing access to due diligence to
      continue to monitor the agreed upon equity value for the Company.  Also as detailed in the “Background of the Business Combination,” the Company and its owners sought certain flexibility to implement certain
      internal restructuring transactions for reasons of tax optimization.  As noted in the “Background of the Business Combination,” HCM negotiated a right to approve all such steps the Company might propose to
      take in connection with such internal restructuring.

    HCM’s Board of Directors’ Recommendation of and Reasons for the Business Combination, page 146

              10.

              We reissue prior comment 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 significant redemptions that occurred in the April 2023 extension.

    The Company respectfully acknowledges the Staff’s comment and the Company has revised the disclosure on pages 147-148 of the Amended Registration Statement.  The Company also
      notes that it had previously included similar disclosure in the section entitled “The HCM Board of Directors’ Recommendation of and reasons for the Business Combination”.

    Summary of HCM Financial Analysis Materials of HCM’s Financial Advisor, page 149

              11.

              We note your response to prior comment 27. Please clarify whether and how the board considered the unaudited prospective financial information of Murano in considering the
                transaction or the fairness determination. To the extent the board did not consider such information in considering the transaction or the fairness determination, please clarify how the financial information was used, whether this financial
                information was specifically requested and how this information relates to the consideration. Similarly, discuss how such financial information was used by HCM’s Financial Advisor. We note the removal of the disclosure that CCM reviewed the
                financial projections.

    The Company respectfully submits that certain unaudited prospective financial information was requested as part of HCM’s ordinary course diligence process and was reviewed by HCM
      and its advisors in concert with its due diligence regarding new hotels in the relevant geographic markets but was not otherwise given considerable weight by HCM management or its board in its consideration of the transaction, each of which focused
      more on the value of the Company’s assets and their potential value following completion of construction by reference to multiples of value attributed to hotel room key-counts in comparable markets.

       Page 4 of 6

        November 8, 2023

              12.

              We note your response to prior comment 30 that the CCM Materials were an investor presentation drafted on a collaborative basis amongst the Murano, HCM and each of their
                respective professional advisors. Please reconcile with the disclosure in this section which indicates the CCM Materials were presented to HCM’s board and that such information was obtained from Murano and approved for use by HCMs board or
                from third party sources. To the extent this was information presented to HCM’s board, 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.

    The Company acknowledges the Staff’s comment. Respectfully, the Company does not believe that CCM provided a report, opinion or appraisal within the meaning of Item 1015(b) of
      Regulation M-A, but rather that CCM provided customary assistance to HCM’s management in conducting its own financial analysis, which is summarized beginning on page 152 of the Amended Registration Statement.  The Company specifically notes that CCM
      was not retained to render a fairness opinion, and did not render a fairness opinion, in connection with the transaction.  The Company has included descriptions of the presentations made to the HCM board by CCM during the deliberations as part of the
      HCM board’s record of compliance with its fiduciary duties and not because the HCM board believes that it has received reports, opinions or appraisals relating to these subjects within the meaning of Item 1015 of the Regulation M-A or Item 9 of Form
      F-4.  Indeed, under CCM’s engagement letter, HCM is expressly responsible for information provided to CCM, which includes the contents of the CCM Materials.

              13.

              We reissue prior comment 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.

    The Company respectfully submits that the description provided in the section entitled “Background of the Business Combination – Summary of HCM
        Financial Analysis – Materials of HCM’s Financial Advisor” accurately reflects CCM’s role in the business combination transaction, which was to assist with financial due diligence and provide related financial advice.

    Interests of Certain HCM Persons in the Business Combination, page 152

              14.

              We reissue prior comment 32. 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.

    In response to the Staff’s comments, and while no privately negotiated transaction are currently contemplated, the Company has revised its disclosures on pages 18 and 157 of the
      Amended Registration Statement to appropriately reflect the terms in reliance on Tender Offer Compliance and Disclosure Interpretation 166.01.

    Business of Murano and Certain Information About Murano, page 160

              15.

              We reissue prior comment 35. Please provide the disclosure required by Item 4.D. of Form 20-F regarding your properties, 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.

    The Company respectfully acknowledges the S

United States securities and exchange commission logo
October 26, 2023
Elías Sacal Cababié
Chief Executive Officer
Murano Global Investments Ltd
F. C. de Cuernavaca 20, 12th floor, Lomas - Virreyes
Lomas de Chapultepec III Secc, Miguel Hidalgo
11000 Mexico City, Mexico
Re:Murano Global Investments Ltd
Amendment No. 1 to Registration Statement on Form F-4
Filed October 10, 2023
File No. 333-273849
Dear Elías Sacal Cababié:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 5, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed October 10, 2023
Cover Page
1.We partially reissue prior comment 2. Please provide the information required by Item
2(1) and (2) of Form F-4 on the inside front cover page.
2.Please reconcile the amount of ordinary shares, warrants and ordinary shares underlying
the warrants disclosed on the cover page with the amount reflected in the exhibit table in
Exhibit 107.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 October 26, 2023 Page 2
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
October 26, 2023
Page 2
Questions and Answers About the Business Combination and the Extraordinary Meeting, page
11
3.We note your response to prior comment 8; however, we do not see disclosure in the table
regarding dilution to the HCM public shareholders. Please add disclosure showing how
the shares owned by HCM public shareholders may be diluted.
4.We reissue prior comment 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.
5.Please revise the table on page 1 reflecting the effective fees payable to the underwriter on
a percentage basis based on the level of redemptions to reflect 75% and 90% redemptions.
Similarly revise the disclosure regarding the impact of redemptions on underwriting fees
as a percentage of the HCM stock price to reflect 75% and 90% redemptions.
6.We reissue prior comment 5.  Please disclose on page 15 when discussing the equity stake
current HCM Holders and Murano Shareholders will have in PubCo after the Closing and
elsewhere in the prospectus where similar disclosure is provided the sponsor and its
affiliates' total potential ownership interest in the combined company, assuming exercise
and conversion of all securities.
7.We partially reissue prior comment 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 disclose the value of the common stock underlying the private
warrants held by Cantor Fitzgerald.
Material US Federal Income Tax Considerations, page 129
8.We partially reissue prior comment 18.  We note your response that you clearly disclose
this will be a taxable event.  However, we note that you continue to state that you intend
for the transactions to qualify as a transaction described in Section 351(a) and thus not a
taxable transaction.  We also note continued disclosure that you intend for the transaction
to qualify as a "reorganization" under Section 368 but that this is highly uncertain.  Lastly,
you do not reach the conclusion that this will be a taxable event for shareholders.  Instead,
you state that "it may be prudent for a US holder that does not have in effect a valid QEF
election ... to assume that the Business Combination is treated as a taxable
transaction."  Please revise to clearly disclose the material tax consequences of the
transaction and to the extent you continue to disclose that the transaction may be tax free,
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 is based upon the position 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.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 October 26, 2023 Page 3
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
October 26, 2023
Page 3
Proposal No. 1: The Business Combination Proposal
Background of the Business Combination, page 140
9.We reissue prior comment 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.
HCM's Board of Directors' Recommendation of and Reasons for the Business Combination, page
146
10.We reissue prior comment 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 significant redemptions that occurred in the April 2023 extension.
Summary of HCM Financial Analysis
Materials of HCM's Financial Advisor, page 149
11.We note your response to prior comment 27. Please clarify whether and how the board
considered the unaudited prospective financial information of Murano in considering the
transaction or the fairness determination.  To the extent the board did not consider such
information in considering the transaction or the fairness determination, please clarify
how the financial information was used, whether this financial information was
specifically requested and how this information relates to the consideration.  Similarly,
discuss how such financial information was used by HCM's Financial Advisor.  We note
the removal of the disclosure that CCM reviewed the financial projections.
12.We note your response to prior comment 30 that the CCM Materials were an investor
presentation drafted on a collaborative basis amongst the Murano, HCM and each of their
respective professional advisors. Please reconcile with the disclosure in this section which
indicates the CCM Materials were presented to HCM's board and that such information
was obtained from Murano and approved for use by HCMs board or from third party
sources.  To the extent this was information presented to HCM's board, 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.
13.We reissue prior comment 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.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 October 26, 2023 Page 4
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
October 26, 2023
Page 4
Interests of Certain HCM Persons in the Business Combination, page 152
14.We reissue prior comment 32. 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.
Business of Murano and Certain Information About Murano, page 160
15.We reissue prior comment 35.  Please provide the disclosure required by Item 4.D. of
Form 20-F regarding your properties, 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 177
16.Please disclose how the incentive fee, payable monthly, in an amount determined on the
basis of aggregate annual adjusted profit margin and adjusted profit for each fiscal year is
determined, either as a percentage or a formula for the Hyatt Hotel Management
Agreement.
Management of Murano, page 185
17.We reissue prior comment 41.  We note that Julio Ortega Molina and David Rudge have
signed the registration statement as directors but that no information has been provided in
this section.  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.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 October 26, 2023 Page 5
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
October 26, 2023
Page 5
Debt, page 201
18.We partially reissue prior comment 36.  For debt with variable interest rates, please
clearly disclose the interest rate as of a recent date.
Certain Murano Relationships and Related Transactions, page 203
19.Please disclose the payments made under the Inmobiliaria Insurgentes lease agreement.
3. Summary of Significant Accounting Policies
(a) Basis of combination, page F-10
20.We have considered your response to prior comment 49.   Please tell us how you
determined it is appropriate for a group of entities to be an accounting acquirer.
 Reference is made to paragraph 6 and 7 of IFRS 3, which appears to indicate the need to
identify one of the combining entities as the accounting acquirer.   As a part of your
response, please outline the facts and circumstances you considered and your basis within
IFRS that supports your conclusion.
21.Further to our above comment, please provide us with a detailed analysis and your basis
for why its sufficient to just provide the audited combined financial statements of Murano
Group.   As a part of your response, please clarify your consideration to also provide the
stand alone audited consolidated financial statements of the accounting acquirer
determined above as predecessor pursuant to the guidance outlined within Article 8 of
Regulation S-X pursuant to Item 17 of Form F-4.
Signatures, page II-5
22.We note your response to prior comment 54. Please revise to include the signature of the
principal accounting officer or controller. See Instruction 1 to Signatures on Form F-4.
Exhibits
23.We note your response to prior comment 53. Please also confirm that you will file as
exhibits long-term management agreements for any properties.

24.We partially reissue prior comment 52.  Please file a tax opinion as an exhibit.
General
25.We note your response to prior comment 58 and we reissue it in part. Please disclose how
you calculated the value of Murano.
26.We note your response to prior comment 60. Please confirm that none of the remaining
images, such as those on pages 168, 169 and 173, are artistic renderings.  Also, please
revise to clearly identify the subject of the pictures that remain.

 FirstName LastNameElías  Sacal Cababié
 Comapany NameMurano Global Investments Ltd
 October 26, 2023 Page 6
 FirstName LastName
Elías  Sacal Cababié
Murano Global Investments Ltd
October 26, 2023
Page 6
            Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ronald Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hugo F. Triaca

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

            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

United States securities and exchange commission logo
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