MURANO GLOBAL INVESTMENTS LTD
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2024
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of event requiring this shell company report:
Commission File Number: 001-41985
(Exact name of Registrant as specified in its charter)
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Not applicable
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Bailiwick of
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(Translation of Registrant’s name into English)
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(Jurisdiction of incorporation or organization)
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(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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The
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The
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Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
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Ordinary Shares, no par value
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended (the
“Securities Act”). Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, amended (“Exchange Act”). Yes ☐ No
☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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☐
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☒
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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by the International Accounting Standards Board
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Other ☐
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If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
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| SIGNATURES |
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| INDEX TO FINANCIAL STATEMENTS |
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Except as otherwise indicated or required by context, references in this annual report on Form 20-F (including information incorporated by reference herein, the “Report”) to “Murano PubCo” refer to Murano
Global Investments PLC and references to “we”, “us”, “our”, “our company”, “the Company”, “Murano”, “Murano Group”, or “the Group” refer to Murano Global Investments PLC and its subsidiaries.
Below are definitions of certain terms used throughout this Report.
“2031 Notes” means the 11% Senior Secured Notes due 2031 issued pursuant to the Indenture.
“Accor” means Accor Corporation.
“ADR” means average daily rate and is the average revenue earned (excluding food, beverage, and other non-related room services) for an occupied room on a given day. ADR
measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or a group of hotels.
“ALG” means ALG Servicios Financieros México, S.A. de C.V., SOFOM, E.N.R.
“Andaz Hotel” means the Andaz Mexico City Condesa hotel located in the Insurgentes 421 Hotel Complex, operated by Hyatt under the “Andaz” brand pursuant to the Andaz
Hotel Management Agreement.
“Andaz Hotel Management Agreement” means the Hotel Services Agreement, dated May 11, 2022, entered into by and between OHI421, as owner, and Hyatt, as manager, pursuant
to which, among other matters, Hyatt agreed to manage the Andaz Hotel pursuant to the terms and conditions set forth therein, as amended, supplemented and/or restated from time to time.
“Arrendadora Coppel” means Arrendadora Coppel, S.A.P.I. de C.V.
“Baja Cruise Port” means the cruise port project in Ensenada currently under evaluation
and expected to have a capacity of 2 million passengers per year.
“Baja Marina” means the marina project in Ensenada currently under evaluation and expected to consist
of 15,000 linear ft slip spaces.
“Baja Park Development Project” means the industrial park project in Ensenada currently under evaluation and expected to consist of 363,262 sqm of
leasable space.
“Baja Retail Village” means the retail village project in Ensenada currently under evaluation and expected to have a leasable area of approximately 45,000 sqm.
“Bancomext” means Banco Nacional de Comercio Exterior, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo.
“Beach Club” means the Grand Island Beach Club located in the GIC Complex in Cancun.
“Beach Club Loan” means the loan facility provided by ALG pursuant to the terms and conditions of the secured loan agreement dated March 31, 2023 (as amended and
restated from time to time, including by means of that certain amendment agreement dated November 6, 2023), entered into between Murano World, as borrower, and ALG, as lender, for an aggregate principal amount of U.S.$20 million.
“Business Combination” means the business combination effected through the Business Combination Agreement.
“CaixaBank” means CaixaBank, S.A.
“CIB/3224 Trust” means the management trust agreement No. CIB/3224 (Contrato de Fideicomiso de Administración No. CIB/3224),
dated August 10, 2023, entered into by CIBanco, solely in its capacity as trustee (fiduciario), Murano World, as settlor and beneficiary, and the Issuer Trust, as first beneficiary solely with respect
to GIC Private Unit 2, as amended and restated on September 12, 2024, and as further amended, supplemented and/or restated from time to time.
“CIBanco” means CIBanco, S.A., Institución de Banca Múltiple.
“Contractors” means any contractor authorized by Inmobiliaria Insurgentes 421 or the GIC I Trust, and supervised by Ideurban, or any other reputable construction supervisor that may replace
Ideurban, from time to time, to carry out any construction and/or work in the Insurgentes 421 Hotel Complex or the GIC I Complex, respectively.
“Coppel Lease Agreements” means the lease agreement dated November 8, 2023, between Operadora GIC I, as lessee, Arrendadora Coppel, as lessor, and Murano World,
Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, under which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods described in the
specific contracts that are signed from time to time by the parties, including of equipment, their accessories and spare parts, and under which, additionally, the lessee will have the obligation to pay to the lessor the rental amount, as
amended, supplemented and/or restated from time to time.
“Dreams Hotel” means the Dreams Grand Island which will be part of the GIC I Hotel located in the GIC Complex in Cancun and will be operated by Hyatt.
“Edificaciones BVG” means Edificaciones BVG, S.A. de C.V.
“Ennismore” means Ennismore Holdings US Inc., a lifestyle hospitality company and a member of the Accor global hotel group.
“ESAGRUP” means E.S. Agrupación, S.A. de C.V., a Mexican corporation.
“Exitus” means Exitus Capital, S.A.P.I. de C.V., SOFOM, E.N.R.
“Exitus Original Loans” means, collectively, the credit agreements between Murano World, as borrower, and Exitus, as lender, (a) dated May 31, 2022, in an aggregate
principal amount of U.S.$15 million at an annual fixed interest rate of 15%, and maturing on May 31, 2025, (b) dated June 26, 2023, in an aggregate principal amount of U.S.$972,300 at an annual fixed interest rate of 15%, and maturing on
December 26, 2025, and (c) December 5, 2023, in an aggregate principal amount of U.S.$2,500,000 at an annual fixed interest rate of 15%, and maturing on December 5, 2025, each as amended, supplemented and/or restated from time to time. The
Exitus Original Loans were repaid in full with the proceeds from the Exitus Loan.
“Exitus Trust” means the irrevocable management, guarantee and source of payment trust agreement No. 250 C (Contrato de Fideicomiso
Irrevocable de Garantía, Administración y Fuente de Pago No. 250 C), dated May 31, 2022, entered into by and between Exitus, acting solely as trustee (fiduciario), Elías Sacal Cababie and
ESAGRUP, as settlors and BVG World, S.A. de C.V. (currently Murano World), and Exitus and Sofoplus as beneficiaries, as amended, supplemented and/or restated from time to time.
“Finamo” means Administradora de Soluciones, S.A. de C.V., SOFOM, E.N.R.
“GIC Complex” means, collectively, the GIC I Hotel, the GIC Condominiums, the GIC Retail Village, GIC Spa, GIC Village Food Hall, GIC World Trade Center, and their
respective service areas, back-of-house, pools, lagoons, water parks, marinas, gyms, bars and other related areas and services.
“GIC Condominums” means the residential condominiums to be developed in GIC Private Unit 3. The development project entails the construction and commercialization, under
commercially sound brands, of a total of more than 1,250 residential units amongst four development phases.
“GIC I Construction Agreements” means the construction agreements that the GIC I Trust, as client, and Ideurban, or any other reputable construction supervisor that may
replace Ideurban from time to time, as supervisor, will execute from time to time with a Contractor with respect to the construction of the GIC I Hotel, as amended, supplemented and/or restated from time to time.
“GIC I Hotel” means the Grand Island Cancun I hotel located in Cancun, Quintana Roo, consisting of the Vivid Hotel, which is operational, and the Dreams Hotel, which is
under completion.
“GIC I Hotel Management Agreement” means the Hotel Operation and Administration Services Agreement, dated September 10, 2019, entered into by and between Hyatt Inclusive
Collection, as hotel manager, and Operadora GIC I, as client, pursuant to which, among other matters, the hotel manager agreed to manage the GIC I Hotel pursuant to the terms and conditions set forth therein, as amended on September 11, 2019,
March 28, 2021, and July 11, 2023, and as further amended, supplemented and/or restated from time to time.
“GIC I Lease Agreement” means the lease agreement enterd into on September 5, 2019, by the GIC I Trust with Operadora GIC I pursuant to which the GIC I Trust leases the
GIC I Hotel’s properties to Operadora GIC I, both restricted subsidiaries under the Indenture, for a period of 20 years.
“GIC I Loan” means the syndicated secured mortgage loan with Sabadell, as administrative agent and collateral agent, and Sabcapital, CaixaBank, Bancomext, Nafin and
Avantta Sentir Común, S.A. de C.V., SOFOM, E.N.R, as lenders, with the appearance of Murano PV, Elías Sacal Cababie, and the CIB/3224 Trust, in an aggregate principal amount of U.S.$239,811,149.50 at an annual interest rate of term SOFR
+4.0116%, and maturing on February 5, 2033, as amended, supplemented and/or restated from time to time. The GIC I Loan was repaid in full with the proceeds from the 2031 Notes.
“GIC I Supervision Agreement” means the GIC I Supervision Agreement, dated as October 1, 2019, between Ideurban and the GIC I
Trust; or any other supervision agreement in regard to the GIC I Hotel construction entered into by the GIC I Trust and any other reputable construction supervisor that may replace Ideurban from time to time.“GIC
I Trust” means the management trust agreement No. CIB/3001 (Contrato de Fideicomiso de Administración No. CIB/3001), dated May 28, 2018, known as “Fideicomiso Murano 2000”, entered into by
CIBanco, solely in its capacity as trustee (fiduciario), the Murano 1000 Trust, as settlor and beneficiary, Murano World, as settlor and beneficiary, the Issuer Trust, as first beneficiary solely with
respect to GIC Private Unit 1, and Murano AT GV, S.A. de C.V., as manager, as amended and restated on September 12, 2024, and as further amended, supplemented and/or restated from time to time.
“GIC II Hotel” means the Grand Island Cancun II hotel located in Cancun, Quintana Roo, that was going to be developed. Latest market developments shifted the company´s
focus towards residential development and commercialization, deciding to halt its development to prioritize GIC Condominiums.
“GIC II Hotel Management Agreement” means (i) the Hotel Operation and Administration Services Agreement,dated as of August 23, 2021, between Hyatt Inclusive Collection,
as hotel manager, and Operadora GIC II, as client, as amended, supplemented and/or restated from time to time; or (ii) any other hotel management agreement in regard to the GIC II Hotel operation entered into by CIBanco, as trustee (fiduciario) of the GIC II Trust, and any other reputable hotel operator that may replace Hyatt Inclusive Collection, from time to time.
“GIC II Trust” means the management, guarantee and source of payment trust agreement No. CIB/3288 (Contrato de Fideicomiso de
Administración, Garantía y Fuente de Pago No. CIB/3288), dated June 3, 2019, known as “Fideicomiso Murano 4000”, entered into by CIBanco, solely in its capacity as trustee (fiduciario), the
Murano 1000 Trust, as settlor A and second beneficiary, Murano World, as settlor B and second beneficiary, and Finamo, as first beneficiary, as amended and restated on December 27, 2023, and as further amended, supplemented and/or restated
from time to time.
“GIC Private Unit 1” means the private unit number one, located in Boulevard Kukulcán, in the lot marked as Supermanzana A-2 “A,” second tourist stage, located in the
Tourist Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 47,727.69 m2.
“GIC Private Unit 2” means the private unit number two, located in Boulevard Kukulcán, in the lot marked as Supermanzana A-2 “A,” second tourist stage, located in the
Tourist Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 30,431.53 m2.
“GIC Private Unit 3” means the private unit number three, located in Boulevard Kukulcán, in the lot marked as Supermanzana A-2 “A,” second tourist stage, located in the
Tourist Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 79,974.10 m2.
“GIC Private Unit 4” means the private unit number four, located in Boulevard Kukulcán, in the lot marked as Supermanzana A-2
“A,” second tourist stage, located in the Tourist Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 21,473.30 m2.
“GIC Private Unit 5” means the private unit number five, located Boulevard Kukulcán, in the lot marked as Supermanzana A-2 “A,”
second tourist stage, located in the Tourist Development of Cancun, Municipality of Benito Juarez, State of Quintana Roo, with a total surface area of 27,632.44 m2.
“GIC Retail Village” means the shopping center to be developed in the GIC Private Unit 5.
“GIC Spa” means the spa to be developed in the GIC Private Unit 2.
“GIC Village Food Hall” means the village food hall to be developed in the GIC Private Unit 1 .
“GIC World Trade Center” means the convention center to be developed in the GIC Private Unit 4, using the WTCA’s name and license.
“HCM” means HCM Acquisition Corp.
“HCM Holdings” means HCM Investor Holdings, LLC
“HCM Initial Shareholders” means shareholders in HCM prior to the completion of the Business Combination.
“HCM Warrant Agreement” means a warrant agreement, dated January 20, 2022, by and between HCM and Continental Stock Transfer & Trust Company, as warrant agent.
“Hotel Operators” means (i) Hyatt, with respect to the Andaz Hotel, (ii) Accor, with respect to the Mondrian Hotel, and (iii) Hyatt Inclusive Collection, with respect to
the GIC I Hotel and the GIC II Hotel, or any other reputable firm in the hotel operation industry that enters into a hotel management agreement in connection with any of the Properties, from time to time.
“Hotels” means, collectively, the hotels developed and operated in the Insurgentes 421 Hotel Complex and the GIC Complex.
“Hyatt” means Hyatt Hotels Corporation, Hyatt of Mexico, S.A. de C.V. and any subsidiary and/or affiliate thereof (including Hyatt Inclusive Collection).
“Hyatt Inclusive Collection” means AMR Operaciones MX, S. de R.L. de C.V.
“Ideurban” means Ideurban Tecnologías, S.A. de C.V.
“Indenture” means the indenture dated as of September 12, 2024, among CIBanco, as trustee of the Issuer Trust, as issuer, Operadora GIC I, CIBanco, as trustee of the
CIB/3224 Trust, CIBanco, as trustee of the GIC I Trust, and Murano PV, as guarantors, The Bank of New York Mellon, as indenture trustee, offshore collateral agent, paying agent, transfer agent and registrar, and Banco Actinver, S.A.,
Institución de Banca Múltiple, Grupo Financiero Actinver, as onshore collateral agent, as amended, supplemented and/or restated from time to time.
“Inmobiliaria Insurgentes 421” means Inmobiliaria Insurgentes 421, S.A. de C.V.
“Insurgentes 421 Hotel Complex” means the 416 room and ancillary facilities consisting of the Andaz Hotel and the Mondrian Hotel in the property identified as “Conjunto
Aristos” located at Avenida Insurgentes Sur No. 421, Colonia Hipódromo Condesa, Alcaldía Cuauhtémoc, 06100, Mexico City, and their respective service areas, back-of-house, pools, lagoons, water parks, marinas, gyms, bars and other related
areas and services.
“Insurgentes Lease Agreements” means, collectively, the OHI421 Lease Agreement and the OHI421 Premium Lease Agreement.
“Insurgentes Loan” means the loan agreement dated September 29, 2022 (as amended, supplemented and/or restated from time to time) entered by Inmobiliaria Insurgentes
421, as borrower, OHI421 and OHI421 Premium, as joint obligors, and Bancomext, as lender, in an aggregate principal amount of U.S.$100 million at an interest rate of term SOFR +3.50%, and maturing on October 7, 2037.
“Insurgentes Security Trust” means the irrevocable management, guarantee and source of payment trust agreement No. CIB/3109 (Contrato
de Fideicomiso Irrevocable de Administración, Garantía y Fuente de Pago No. CIB/3109), dated October 3, 2018, entered into by CIBanco, solely in its capacity as trustee (fiduciario),
Bancomext, as first beneficiary and Murano Management, Murano PV, OHI421, OHI421 Premium, and Inmobiliaria Insurgentes 421, as settlors and second beneficiaries, as amended and restated on September 29, 2022, and as further amended,
supplemented and/or restated from time to time.“Issuer Trust” means the irrevocable issuing, administration and payment trust agreement No. CIB/4323 (Contrato de
Fideicomiso Irrevocable de Emisión, Administración y Fuente de Pago No. CIB/4323), dated as of September 12, 2024, entered into by and among Murano PV, Operadora GIC I and the GIC I Trust, as settlors and second beneficiaries,
CIBanco, acting solely as trustee (fiduciario), and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as onshore collateral agent, as first beneficiary, as amended,
supplemented and/or restated from time to time.
“Leases” means the Insurgentes Lease Agreements and the GIC I Lease Agreement.
“Lessee” means any of OHI421, OHI421 Premium and Operadora GIC I, in its capacity as lessee under the Lease to which such entity is a party to.
“Lessors” means any of Inmobiliaria Insurgentes 421 and the GIC I Trust in its capacity as lessor under the Lease to which such entity is a party to.
“Mondrian Hotel” means the Mondrian Mexico City Condesa hotel located in the Insurgentes 421 Hotel Complex, operated by Accor under the “Mondrian” brand pursuant to the
Mondrian Hotel Management Agreement.
“Mondrian Hotel Management Agreement” means the Hotel Management Agreement dated May 11, 2022, entered into by and between OHI421 Premium, as owner, and Ennismore, as
manager, pursuant to which, among other matters, Ennismore (now Accor) agreed to manage the Mondrian Hotel pursuant to the terms and conditions set forth therein, as amended, supplemented and/or restated from time to time.
“Murano 1000 Trust” means the management trust agreement No. CIB/3000 (Contrato de Fideicomiso de Administración No. CIB/3000),
known as “Fideicomiso Murano 1000”, entered into by CIBanco, solely in its capacity as trustee (fiduciario), and Murano PV, as settlor and first beneficiary, as amended, supplemented and/or restated
from time to time.
“Murano Management” means Murano Management, S.A. de C.V.
“Murano Ordinary Shares” means ordinary shares of Murano PubCo.
“Murano PV” means Murano PV, S.A. de C.V.
“Murano Warrants” means the warrants, each exercisable for one Murano Ordinary Share, at an exercised price of 11.50% per Murano Ordinary Share.
“Murano World” means Murano World, S.A. de C.V.
“Nafin” means Nacional Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo.
“Nafin Loan” means the loan agreement dated October 17, 2024, between Nafin, as lender, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint
obligors, pursuant to which Nafin provided a two year loan in an aggregate principal amount of U.S.$70,378,283.27, as amended, supplemented and/or restated from time to time.
“Nasdaq” means the National Association of Securities Dealers Automated Quotations a public market trading platform based in New York.
“New CayCo” means Murano Global Cayman.
“Occupancy” means the total number of hotel room nights sold divided by the total number of available hotel room nights, and is a measure of the utilization of a hotel’s
available room capacity.
“OHI421” means Operadora Hotelera I421, S.A. de C.V.
“OHI421 Premium” means Operadora Hotelera I421 Premium, S.A. de C.V.
“Operadora GIC I” means Operadora Hotelera G.I., S.A. de C.V.
“Operadora GIC II” means Operadora Hotelera Grand Island II, S.A. de C.V.
“Registration Rights Agreement” means the Registration Rights Agreement, dated January 20, 2022, by and among HCM, HCM Holdings and the Cantor Fitzgerald & Co.
“Resort Property in Baja Development Project” means a proposed resort under evaluation in Ensenada expected to comprise two five-star upper-upscale resorts, one with 371
keys and a second one with 400 key on completion.
“RevPAR” means the product of ADR and the Occupancy. RevPAR includes only revenue from room rentals and excludes revenues from food and beverage and other services that
we can generate in our hotels such as telephone service, laundry, and valet parking, among others. We use RevPAR to assess the rate with respect to the total available rooms.
“Sabadell” means Banco Sabadell, S.A., Institución de Banca Múltiple.
“Sabcapital” means Sabcapital, S.A. de C.V., SOFOM, E.R.
“Santander Revolving Credit Facility” means the revolving credit facility dated March 3, 2023, between Murano World, as
borrower, Santander International, as lender and Harry Sacal Cababie as pledgor, for an uncommitted line of credit agreement in an aggregate principal amount of U.S.$1,500,000, as amended, supplemented and/or restated from time to time.
“Sofoplus” means Sofoplus, S.A.P.I. de C.V., SOFOM, E.N.R.
“Sofoplus Original Loan” means the secured term loan between ESAGRUP and Elías Sacal Cababie as joint and several obligors and Sofoplus, as lender, in an aggregate
principal amount of U.S.$15 million at an annual fixed interest rate of 15%, and maturing on June 24, 2025, as amended, supplemented and/or restated from time to time. The Sofoplus Original Loan was repaid in full with the proceeds from the
Sofoplus Loan I.
“Vivid Hotel” means the Hyatt Vivid Grand Island operated by Hyatt and part of the GIC I Hotel located in the GIC Complex in Cancun.
“WTCA” means World Trade Centers Association which operates as WTCA as a global organization that stimulates trade and investment opportunities for real estate
developers, economic development agencies and international businesses looking to connect and prosper locally and globally.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
On March 20, 2024, we completed the Business Combination described in more detail under “Item 4. Information on the Company—A. History and Development of the Company—Business
Combination.” The following discussion should be read in conjunction with that description.
Financial Information
This Report includes the consolidated and combined statements of financial position of the Murano Group as of December 31, 2024, in a consolidated basis at the level of Murano Global Investments PLC and as of
December 31, 2023, in a combined basis at the level of Murano PV and the following entities: Murano Management, Edificaciones BVG, Murano World, Inmobiliaria Insurgentes 421, OHI421, OHI421 Premium, Murano 1000 Trust, GIC I Trust, GIC II
Trust, Operadora GIC I, Operadora GIC II, and Servicios Corporativos BVG, S. A. de C. V. , respectively, the related consolidated and combined statements of profit or loss and other comprehensive income, change in equity, and cash flows for
the years ended December 31, 2024, 2023 and 2022, respectively, prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) (the “Consolidated and
Combined Financial Statements”).
The Consolidated and Combined Financial Statements and other consolidated and combined financial information of the Murano Group, including in the section titled “Item 5.
Operating and Financial Review and Prospects” included elsewhere in this Report, should be read together and reflect the financial position and results of operations of the Murano Group.
The standalone financial statements of Murano Global Investments PLC, for the years prior to December 31, 2024, are not included in this Report because it was a newly formed entity created for the sole purpose
of the Business Combination. As of December 31, 2023, Murano PubCo had no material assets, liabilities or results of operations and did not operate any business.
Prospective investors are advised to consult their professional advisors for an understanding of: (i) the differences between IFRS and other systems of generally accepted accounting principles and how those
differences might affect the financial information included in this Report and (ii) the impact that future additions to, or amendments of, IFRS principles may have on the Murano Group’s results of operations and/or financial condition, as
well as on the comparability of Murano Group’s financial information of prior periods.
The Business Combination was accounted for as a capital reorganization in accordance with IFRS 2 Share-based payment. Under this method of accounting, there is no
acquisition accounting and no recognition of goodwill or intangible assets, as HCM does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations given it consisted
predominantly of cash in a trust account.
HCM is treated as the accounting “acquired” company for financial reporting purposes, and Murano PubCo is the accounting “acquirer”. This determination was primarily based on (i) Murano Group’s shareholders
holding a majority of the voting power of Murano PubCo, (ii) Murano Group’s operations substantially comprising the ongoing operations of the combined company, (iii) Murano Group’s designees comprising a portion of the governing body of
Murano PubCo, and (iv) Murano Group’s senior management comprising the senior management of Murano PubCo.
In accordance with IFRS 2, the difference in the fair value of the shares issued by Murano PubCo over the identifiable net assets of HCM at historical cost will be accounted for as share-based payment expense.
See “Item 4—Information on the Company—A. History and Development of the Company—Business Combination” for additional details regarding the Business Combination.
Going Concern
As indicated in note 2c., as of December 31, 2024, the total current liabilities exceed the amount of total current assets, and based upon the Murano Group’s current plans, management believes that financial
resources to fund its operations for the twelve months subsequent to the authorization and issuance of these Consolidated and Combined Financial Statements may be insufficient. These events or conditions, along with other matters as set forth
in note 2c. to the Consolidated and Combined Financial Statements indicate that a material uncertainty exists that cast substantial doubt on our ability to continue as a going concern. Management’s plans regarding these matters are also
described in note 2c. to the Consolidated and Combined Financial Statements. Management continues evaluating strategies to obtain the additional funding necessary for future operations and project redesign or completion, to comply with all
covenants as required by the debt instruments to which entities of the Murano Group are parties to, and to be able to discharge the outstanding debt and other liabilities as they become due. Furthermore, the Murano Group has retained
specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s
various lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action to address the Group’s financial position and mitigate the risk over our
ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to the hotel operations in Cancun (including changes to the hotel management agreement and operational partners), which could
generate additional cash flows compared to the current commercial arrangements. In assessing these strategies, management has considered the available cash resources, inflows from the hotels that are already in operation, and future financing
options that may be available to the Murano Group such as new or restructured loan agreements and the possible financial support of the major shareholder of the Murano Group. However, the Murano Group may be unable to access further equity or
debt financing when needed or may not be successful in implementing its business continuity strategy. See “Recent Developments” and “Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our total current
liabilities exceed the amount of the total current assets, which has placed significant doubt on our ability to continue as a going concern.” Furthermore, with respect to the Consolidated and Combined Financial Statements, the independent
auditor’s separate report relating thereto contains an explanatory paragraph that states that certain circumstances raise substantial doubt about our ability to continue as a going concern and draws attention to notes 2c., 10, 19 and 20 of
the Consolidated and Combined Financial Statements.
Non-IFRS Measures
This Report contains certain financial measures and ratios, including EBITDA and Adjusted EBITDA that are not required by, or presented in accordance with IFRS (the “Non-IFRS Measures”).
The Murano Group presents these Non-IFRS Measures because they are measures our management uses to assess financial and operating performance, and the Murano Group believes that they and similar measures are
widely used in our industry as a means of evaluating a company’s operating performance and financing structure, and because the Murano Group believes they provide additional information on operating and financial performance. These measures
may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS standards or other generally accepted accounting principles which limits their usefulness of comparative measures. The Non-IFRS
Measures are not measurements of our performance or liquidity under IFRS and should not be considered as alternatives to operating profit or net profit from continuing operations or any other performance measures derived in accordance with
IFRS or as alternatives to cash flow from operating, investing or financing activities. We believe the Non-IFRS Measures should always be considered along with the related IFRS financial measures. We have provided the reconciliations between
the IFRS most directly comparable IFRS measures and Non-IFRS Measures below in the sections titled “Item 5. Operating and Financial Review and Prospects—Other Financial Data” in this Report.
The Murano Group defines these Non-IFRS Measures as follows:
“EBITDA” as a measure that reflects net profit for the period, excluding interest expense, income taxes, depreciation and amortization.
“Adjusted EBITDA” as EBITDA further adjusted to exclude transaction-related expenses derived from the Business Combination.
EBITDA and Adjusted EBITDA, including any corollary terms presented on an “as adjusted” basis, may be defined differently than the ones calculated or presented by other companies, limiting their usefulness as
comparative measures. The Murano Group presents EBITDA and Adjusted EBITDA because it is widely used by securities analysts, investors and other interested parties to evaluate the profitability of companies. EBITDA eliminates potential
differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as tax credits or tax expense) and the extent to which intangible assets are identifiable (affecting relative
amortization expense). Further, Adjusted EBITDA eliminates the costs associated with the Business Combination. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation. For example, EBITDA
and Adjusted EBITDA do not reflect:
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changes in, or cash requirements for, our working capital needs;
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our interest expense, or the cash requirements to service interest or principal payments on our indebtedness;
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our tax expense or the cash requirements to pay our taxes;
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historical cash expenditures or future requirements for capital expenditures or contractual commitments;
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the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; and
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any cash requirements for assets to be replaced in the future (although depreciation is a non-cash charge the assets being depreciated will often have to be replaced in the future).
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Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to
us to meet our obligations. You should rely primarily on our IFRS results and use these Non-IFRS Measures only to supplement your evaluation of our performance.
Rounding
Certain numerical figures set out in this Report, including financial information presented in millions or thousands and percentages describing market shares, have been subject to rounding adjustments and, as a
result, the totals of the data in this Report may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating to financial and other information set forth in “Item 5. Operating and Financial Review and Prospects” are calculated using the rounded numerical data in the narrative description thereof.
Key Performance Indicators
We have included other operating information in this Report, some of which we refer to as “key performance indicators” including ADR, Occupancy and RevPAR. We believe that it is useful to include this
operating information as we use it for internal performance analysis, and the presentation by property or project of these measures facilitates comparability with other companies in our industry, although our measures may not be comparable
with similar measurements presented by other companies. Such operating information should not be considered in isolation or construed as a substitute for measures prepared in accordance with IFRS. For a description of certain of our key
performance indicators, see “Item 5. Operating and Financial Review and Prospects.”
Translation of Mexican Peso Amounts into U.S. Dollars
The financial and other information appearing in this Report is presented in Mexican pesos. In this Report, references to “pesos” or “Ps.$”
are to Mexican pesos and references to “U.S. dollars” or “U.S.$” are to United States dollars. This Report contains translations of certain peso amounts into
U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars
at the rate indicated or at all. The exchange rate we use for those convenience translations is not necessarily the same rate we used in preparing the Consolidated and Combined Financial Statements as disclosed in the footnotes of the
financial statements. This may mean, for example, that U.S. dollar-denominated items in this report may have been translated into pesos using one exchange rate and reconverted to U.S. dollars using the convenience translation exchange rate.
Unless otherwise indicated, U.S. dollar amounts that have been translated from pesos have been so translated at an exchange rate of Ps.$20.5103 per U.S.$1.00, the rate calculated by the Mexican Central Bank (Banco
de México, or the “Central Bank”) as published on December 31, 2024, in the Mexican Official Gazette of the Federation (Diario Oficial de la Federación),
based on the average of wholesale foreign exchange market quotes for transactions settling within two banking business days.
Trademarks, Trade Names and Service Marks
We own or have rights to trademarks, trade names, and service marks that we use in connection with the operation of our business, including our names, logos, and website names and addresses. Other trademarks,
trade names, and service marks appearing in this Report, including those of Hyatt, AccorHotels, and Accor, are, to our knowledge, the property of their respective owners. We also own or have rights to copyrights that protect certain content
related to our business and products. Solely for convenience, the trademarks, trade names, service marks and copyrights referred to in this Report are listed without the TM, ® and © symbols, but we will assert, to the fullest extent under
applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or
display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, those other parties.
Market and Industry Data
The market data and certain other statistical information included in this Report are based on independent industry publications, government publications or other published independent sources. These sources
generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on industry
surveys and the preparers’ experience in the industry, and there is no assurance that any of the projected amounts will be achieved. Some data is also based on our good faith estimates. While we are not aware of any misstatements regarding
any such data, forecasts and information presented herein, you should carefully consider the inherent risks and uncertainties associated with the industry and market data included or incorporated by reference in this Report.
Measurement Data
The standard measure of area in the real estate market in Mexico is the square meter (“sqm” or “m2”), while in the United States
the standard measure is the square foot (“sqf” or “ft2”). One square meter is equal to approximately 10.764 square feet.
This Report contains forward-looking statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding our future financial position and results of operations
strategy, plans (including development and completion of projects), objectives, goals and targets and future developments in the markets in which we participate or are seeking to participate or anticipated regulatory changes in the markets in
which we operate or intend to operate in; and (ii) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “should,” “estimates,” “seeks,” “forecasts,” “expects,” “may,” “intends,” “plans,” “might,”
“could,” “can,” “would,” “will,” “target,” “project,” “continue,” “aim,” “likely” and similar expressions are intended to identify forward-looking statements but are not exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance. These statements are based in large part on current expectations and projections about future events and financial trends that affect or may
affect our business, industry, financial condition, results of operations or prospects and/or cash flow. Although we believe that these estimates and forward-looking statements are based on reasonable assumptions, these estimates and
statements are subject to several risks and uncertainties and are made in light of the information currently available to us. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and
specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution prospective investors that a number of important factors could cause actual results to differ
materially from the plans, objectives, expectations, estimates and intentions expressed or implied in such forward-looking statements, including the following factors:
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our ability to continue as a going concern;
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increasing competition, including changes in the supply of rooms from competing resorts;
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the ability to maintain the listing of Murano Global Investments PLC Ordinary Shares on Nasdaq;
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general economic uncertainty and the effect of general economic conditions, including inflation, elevated interest rates and worsening global economic conditions or low levels of economic growth, on
consumer discretionary spending and the lodging industry in particular;
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changes in consumer preferences, including the popularity of the all-inclusive resort model, particularly in the luxury segment of the resort market, and the popularity of tropical beachfront vacations
compared to other vacation options or destinations;
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changes in economic, social or political conditions in the regions we operate, including changes in perception of public-safety and changes in unemployment rates and labor force availability;
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the success and continuation of our relationships with the Hotel Operators;
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the occurrence of any event, change or other circumstance that could give rise to the termination of any agreement entered with the Hotel Operators;
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the failure to satisfy required conditions under the hotel management agreements, including, but not limited to, the completion of projects with the specifications required by the Hotel Operators or at
all;
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our ability to implement strategic initiatives for our business continuity;
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our ability to comply with contractual covenants;
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our ability to pay our obligations as those become due;
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our ability to obtain and maintain financing arrangements on attractive terms or at all;
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our ability to obtain and maintain ample liquidity to fund operations and service debt;
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our ability to successfully expand into new markets in Mexico;
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changes in applicable laws or regulations, or the interpretation and enforcement of laws and regulations, including those related to zoning, social and environmental issues;
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the effects of any future pandemic on our business and properties under development;
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the risks that uncertainty and instability resulting from current global conflicts could adversely affect our business, financial condition, and results of operations, in addition to global
macroeconomic trends;
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the risk that we experience difficulties in managing our growth, implementing business plans, forecasts, finding and developing new properties or opportunities, or expanding operations;
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the risk of downturns and the possibility of rapid change in the highly competitive industry in which we operate;
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the risk that we and our current and future collaborators are unable to successfully develop and commercialize our properties, or experience significant delays in doing so;
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the risk that we may never achieve or sustain profitability;
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the risk that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms or at all;
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the risk that third-party suppliers, including management companies, are not able to fully and timely meet their obligations;
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our ability to successfully engage in property development, including our ability to complete our projects within budget;
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our ability to successfully acquire land or properties to be able to execute on our growth strategy;
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higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials, increased maintenance costs, all of which could increase our costs and
limit our ability to acquire or develop additional real estate assets;
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the risk that we are unable to secure or protect our intellectual property;
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the amount of debt that we currently have or may incur in the future;
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the possibility that we may be adversely affected by other economic, business, and/or competitive factors, and/or political conditions, specifically in Mexico (such as the tariffs imposed by the United
States);
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the possibility that our business may be, directly or indirectly, adversely affected by climate change effects, natural disasters, severe or extraordinary droughts or by other water scarcity scenarios
which may derive in water restrictions, change the allocation of water rights or any such other administrative act to guarantee human rights;
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events beyond our control, such as war, terrorist or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, global outbreaks of pandemics (such as the
COVID-19 pandemic) or contagious diseases, or fear of such outbreaks, weather and climate-related events, such as hurricanes, wildfires, tornadoes, floods, and droughts, and natural or man-made disasters;
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the outcome of any legal proceedings that may be instituted against the Murano Group or HCM following the completion of the Business Combination and transactions contemplated thereby;
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our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably following
the Business Combination; and
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other risks and uncertainties described herein, including those under the section entitled “Item 3. Key Information—D. Risk Factors.”
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You are cautioned that the foregoing list of significant factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters
referred to in the forward-looking statements contained in this Report may not in fact occur. Many of these risks are beyond our ability to control or predict. All forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements contained throughout this Report.
Should one or more of these factors or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed,
estimated, expected or intended.
You should read the sections in this Report entitled “Item 3. Key Information D—Risk Factors,” and “Item 5. Operating and Financial
Review and Prospects” for a more complete discussion of the factors that could affect our future results and the markets in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events
described in this Report may not occur. Moreover, no assurances can be given that any of the historical information, data, trends or practices mentioned and described in this Report are indicative of future results or events.
| ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
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Not applicable.
| ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE
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Not applicable.
| ITEM 3. |
KEY INFORMATION
|
| A. |
[Reserved]
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| B. |
Capitalization and Indebtedness
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Not applicable.
| C. |
Reasons for the Offer and Use of Proceeds
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Not applicable.
| D. |
Risk Factors
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You should carefully consider the risk factors below and all other information contained in this Report. The risks and uncertainties described below are not the only risks we face.
Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us.
If any of the risks below occur, our business, financial condition, or results of operations could be materially and adversely affected. In that case, the trading price of the shares could
decline, and you could lose all or part of your investment, and our ability to make any dividend payments to you, if declared, could be affected, and you may lose some or all of your investment.
This Report also contains forward-looking statements that regard situations that may involve risks and uncertainties. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Report. See “Cautionary Statement Concerning Forward Looking Statements” for more information regarding
these forward-looking statements.
Risks Related to Murano’s Business and Operating in the Hotel Industry
Our total current liabilities exceed the amount of the total current assets, which has placed significant doubt on our ability to continue as a going
concern.
The Consolidated and Combined Financial Statements were prepared assuming that it will continue as a going concern. However, management has identified material uncertainties that cast substantial doubt on the
ability in the Consolidated and Combined Financial Statements to continue as a going concern. As a result, certain of these companies may be unable to realize their assets and discharge their liabilities in the normal course of business.
The Group is an early-stage and emerging growth company. The Group has incurred significant debt primarily to fund operating expenses and finance the construction projects mentioned in note 1(a) to the
Consolidated and Combined Financial Statements. As of December 31, 2024, total current liabilities exceed the amount of total current assets, and based upon the Group’s current plans, management believes that financial resources to fund its
operations for the twelve months subsequent to the authorization and issuance of the Consolidated and Combined Financial Statements may be insufficient. In addition, as of and after December 31, 2024, certain covenants have been breached and
defaults have occurred and continues with respect to certain financial indebtedness or leases of entities of the Murano Group, as follows:
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The debt service reserve account related to the Insurgentes Loan has not been funded as of December 31, 2024, and as result the covenant to maintain such reserve account funded was breached. On January 8, 2025 and April 7, 2025,
the Group paid the quarterly interest. As of the date of the issuance of the Consolidated and Combined Financial Statements, the Group has requested a waiver of this breach from Bancomext and is in discussions to potentially obtain
this waiver in the short term. The Group foresees that other relevant covenants will be in breach for the Insurgentes Loan as the coverage of the debt service ratio of 1.0 to 1.2 that will not be achievable in the next 12 months based
on management projections.
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As of December 31, 2024, the outstanding amount of the Insurgentes Loan was Ps.$2,029.1 million.
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The Beach Club Loan described in note 10 (10) to the Consolidated and Combined Financial Statements is in breach as the Group did not pay the annual interest due in December 2024. The Beach Club Loan has not been accelerated and
ALG has not notified any intention to accelerate the Beach Club Loan, however pursuant to IFRS 1 “First-time Adoption of International Financial Reporting Standards”, the Beach Club Loan is classified as current liability as of
December 31, 2024.
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The Murano Group did not make interest or lease payments, as applicable, under the Exitus Loan, the Finamo Sale and Lease Back Agreements, the Finamo Loans and the Exitus Sale and Lease Back Agreement for the months of January,
February March and April 2025. Such payment defaults (in addition to defaults existing as of December 31, 2024) could also trigger cross-defaults under other debt and lease instruments in respect of which the Murano Group is an
obligor.
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The Murano Group has analyzed the risk of a future covenant breach under the terms of the Nafin Loan agreement, due to non-compliance with the covenant that requires the Dreams Hotel to be open and operating as at June 1, 2025.
The Group has and is actively in discussions with NAFIN to obtain a waiver for this covenant.
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| v. |
See Notes 10 and 19 of the Consolidated and Combined Financial Statements for additional details about defaults subsequent to December 31, 2024.
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These defaults and/or covenant breaches may result in defaults or events of default under other documents and instruments evidencing indebtedness or lease liabilities of Murano Group.
Certain covenant tests will arise, under the terms of the various Murano Group loans, during the following twelve months after the Consolidated and Combined Financial Statements are authorized to be issued,
which Management does not expect will be met. In order to address and mitigate the risks of such possible future covenant breaches, the Murano Group has retained specialist professional advisors who are experienced in debt restructuring, to
advise the Murano Group on a plan to execute a debt restructuring. The plan is that the debt restructuring will address and resolve the risks of such future possible covenant breaches through negotiating different terms with the various
lenders. Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s various lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts
represent a reasonable course of action to address the Group’s financial position and mitigate the risk over our ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to the hotel
operations in Cancun (including changes to the hotel management agreement and operational partners), which could generate additional cash flows compared to the current commercial arrangements.
As a result of these conditions, substantial doubt exists about the ability of the Group to continue as a going concern following twelve months after the Consolidated and Combined Financial Statements are
authorized to be issued.
Management continues evaluating strategies to obtain the required additional funding necessary for future operations, to comply with all covenants as required by the documents or instruments evidencing debt or
lease liability of the Murano Group or to execute a debt restructuring plan which would result in a relaxation or removal of certain covenants, and to be able to discharge the outstanding debt and other liabilities as they become due. In
assessing these strategies, management has considered the available cash resources, inflows from the hotels that are already in operation, and future financing options that may be available to the Group such as new or restructured loan
agreements and the possible financial support of the major shareholder of the Group. However, the Group may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Group will be able to
obtain additional liquidity when needed or under acceptable terms, if at all.
The Consolidated and Combined Financial Statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities and reported expenses that may otherwise be required if
the going concern basis for the Group as of December 31, 2024, and for the year then ended, and for entities comprising the Group, were not appropriate.
We have substantial debt that may be called on demand of lender due to existing or future breach in covenants or defaults.
Instruments governing our existing indebtedness contain, and the instruments governing indebtedness we may incur in the future may contain, certain affirmative and negative covenants and require us and our
subsidiaries to meet certain financial ratios and tests. Our failure to comply with the obligations contained in these instruments could result in the event of default under the applicable instrument, which could then result in the related
debt and the debt issued under other instruments becoming immediately due and payable. In such an event, we would need to raise funds from alternative sources, which may not be available to us on favorable terms, on a timely basis, or at all.
Alternatively, such default could require us to sell our assets and otherwise curtail operations in order to pay our creditors.
As of December 31, 2024, the Murano Group had complied with all terms and covenants included in its debt instruments, except for the breach of Inmobiliaria Insurgentes 421 to fund the reserve account under the
Insurgentes Loan, the interest payment default under the Beach Club Loan with respect to the coupon due in December 2024, and the interest or lease payments, as applicable, under the Exitus Loan, the Finamo Sale and Lease Back Agreements, the
Finamo Loans and the Exitus Sale and Lease Back Agreement for the months of January, February March and April 2025. None of these loans or leases have been accelerated by Bancomext, ALG, Exitus or Finamo, respectively, nor have any parties
threatened to accelerate such loans, however such defaults could also trigger cross-defaults under other debt and lease instruments in respect of which entities of the Murano Group are obligors. Such payment defaults (in addition to defaults
existing as of December 31, 2024) could also trigger cross-defaults under other debt and lease instruments in respect of which entities of the Murano Group are obligors.
Management is reviewing potential defaults and expects to proactively engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of this
Report.
Subsequent phases to our existing projects and potential enhancements at our hotel properties will likely require us to raise additional capital.
We accessed the debt capital markets to issue the 2031 Notes in order to complete subsequent phases of the GIC I Hotel; we will likely need to access the capital markets again or otherwise obtain additional
funds to complete subsequent phases of our existing projects, and to fund potential enhancements we may undertake at our facilities there, and elsewhere. We do not know when or if the capital markets will permit us to raise additional funds
for such phases and enhancements in a timely manner, on acceptable terms, or at all. Inability to access the capital markets, or the availability of capital only on less-than-favorable terms, may force us to delay, reduce or cancel our
subsequent phases and enhancement projects. Delay, reduction or cancellation of the subsequent phases of our projects could subject us to financial penalties, and the possibility of such penalties could require us to obtain additional
financing on unfavorable terms.
We may not be able to generate sufficient cash to service all our indebtedness and may be forced to take other actions to satisfy our obligations under
such indebtedness, which may not be successful.
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and
to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if any, and interest on our
indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital
expenditures, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful,
those alternatives may not allow us to meet our scheduled debt service obligations.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial
position and results of operations.
If we cannot make scheduled payments on our debt, we will be in default and our creditors could declare outstanding principal and interest to be due and payable, causing a cross-acceleration or cross-default
under certain of our debt agreements, and we could be forced into bankruptcy, liquidation or restructuring proceedings. All of these events could result in your losing your investment in our shares or your investment being impaired.
We will be dependent on the operation and business of our hotel properties for substantially all of our revenue.
We will generate indirectly substantially all of our revenues from the hotel management agreements. Our performance depends on the performance of the hotel operators, as well as their ability to pay for certain
items related to our properties, such as renovation and maintenance expenses related to furniture, fixtures and other equipment and operating supplies and equipment, insurance, marketing and promotional expenses and costs, among others. We
cannot assure you that our properties will generate sufficient revenues, assets, and liquidity to satisfy these obligations or the payment obligations under the hotel management agreements.
We will rely solely on the income and cash flows from the investments made in the properties. Defaults by our hotel operators under the hotel management agreements could materially and adversely affect our
business, financial condition, and results of operations.
If the hotel operators or third-party only travel agencies consolidate through merger and/or acquisition transactions, we may experience undefined and
unknown costs related to integrating processes and systems, less negotiating power over contracts and/or higher costs of obtaining customers.
The hotel operators consolidating with third parties through mergers and/or acquisitions could adversely affect our hotel properties due to the undefined and unknown costs associated with the integration of
property-level point of sale and back-of-house computer systems and other technology-related processes, the training and other labor costs associated with the merging of labor forces, and the impact of reward point program consolidation.
Additionally, the potential consolidation could impact our leveraging power in future management agreement negotiations. Consolidation of third-party online travel agencies (“OTAs”) could lead to less negotiating power that the hotel
operators have in setting contract terms for pricing and commissions paid to OTAs. The consolidation of these distribution channels may reduce operating profits and/or higher costs of obtaining customers.
Delays in receiving refunds of value added tax paid in connection with our acquisition and construction of hotels could have a material adverse effect on
our cash flow and results of operations.
We are required to pay value added tax (“VAT”) in connection with the acquisition and construction of our hotels pursuant to the Mexican Value Added Tax Law (Ley del Impuesto
al Valor Agregado), which under certain circumstances will result in favorable balances. To the extent the applicable requirements are fulfilled, the competent tax authorities should refund to us such favorable balances within 40
business days following the filing of the request for refund with such authorities, in accordance with the provisions of Article 22 of the Mexican Federal Tax Code (Código Fiscal de la Federación). To
the extent that we pay a substantial amount of VAT in connection with acquisitions and experience delays in receiving the corresponding refunds, our cash flow and results of operations could be materially and adversely affected.
We may be subject to adverse legislative or regulatory tax changes that could affect our operations.
At any time, the U.S. federal, state or local, Mexican federal or local, or other non-U.S. tax laws or regulations or the judicial or administrative interpretations of those laws or regulations or the policies
of the taxing agency or authority may be changed. We cannot predict when or if any new U.S. federal, state or local, Mexican federal or local, or other non-U.S. tax law, regulation or judicial interpretation will be adopted, promulgated, or
may become effective, and any such law, regulation or interpretation may take effect retroactively. In particular, the Mexican government has anticipated that a tax reform is to be presented to the Mexican Congress for discussion and thus
could potentially be enacted in the near future. Any such change in, or any new, tax law, regulation or administrative or judicial interpretation could adversely affect us and holders of our shares. There is no assurance that such reform or
any other reform will not be enacted in the future. In addition, there can be no assurance that new tax laws, regulations, and interpretations or changes in existing tax laws, regulations, and interpretations would not have a material adverse
effect on our business, prospects, results of operations, and financial condition. The effects of such changes have not been, and cannot be quantified.
We and our hotel operators may be subject to audits by the tax authorities.
Pursuant to Mexican tax provisions, we and our hotel operators (as any taxpayers) may be subject to the exercise of the powers of the tax authorities to verify their level of compliance with the applicable tax
provisions. We cannot guarantee that such powers will not be exercised or, if applicable, that they will be favorably resolved. Therefore, in the event that the tax authorities determine that we or our hotel operators are not in compliance
with tax obligations, such authorities could impose, collect and enforce tax assessments, fines and/or guarantees, which, if material, could adversely affect our financial condition and results of operations.
We may not be able to deliver projects on time and within our estimated budget.
The budget estimated for the construction and development of our projects under completion is based on construction costs incurred to date, architectural and design documents and is subject to change as the
construction progresses and as contract packages are let into the marketplace. Major projects of the scope and scale undertaken by us are subject to significant development, construction and timing risks, including the following:
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changes to, or mistakes in, project plans and specifications, some of which may require the approval of state and local regulatory agencies;
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changes requested by or disputes with, hotel operators;
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engineering problems, including defective plans and specifications;
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shortages of, and price increases in, energy, materials, and skilled and unskilled labor, and inflation in key supply markets;
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delays in delivery of materials or furniture, fixtures or equipment;
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changes to, or mistakes in budgeting;
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the financial health of our contractor and subcontractors;
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changes in laws and regulations, or the interpretation and enforcement of laws and regulations, applicable to real estate development or construction projects;
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the financial health of our contractor and subcontractors;
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labor disputes or other work delays or stoppages, including needing to redo work;
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disputes with and defaults by contractors, subcontractors, consultants and suppliers;
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site conditions differing from those anticipated;
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environmental issues, including the discovery of unknown environmental contamination;
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health and safety incidents and site accidents;
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weather interferences or delays;
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fires and other natural or human-made disasters; and
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other unanticipated circumstances or cost increases.
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The development costs of our future projects are estimates only, actual development costs may be higher than expected and we may not have access to
additional capital to fund our property development projects and/or otherwise fulfill our business strategy.
Our plans and specifications for the development of our future projects are not complete and may be subject to change. Our current budget is based on our preliminary plans, which are subject to change. We
currently expect the total development and construction costs of the projects to be on preliminary estimate in the order of U.S.$709 million. While we believe that our overall budget for the construction costs for these properties is
reasonable, a significant portion of these construction costs are only initial estimates, and the actual construction costs may be significantly higher than expected. We currently expect that existing cash resources together with borrowings
under our existing financings, will not be sufficient to fund the currently foreseeable construction budget of our development projects and/or otherwise be sufficient to fulfill our business strategy. Therefore, we will likely need additional
capital in the future. Our ability to obtain bank financing or to access the capital markets for future debt or equity offerings may be limited by our financial condition, results of operations or other factors, such as our credit rating or
outlook at the time of any such financing or offering and the covenants in our existing debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control. Therefore, we cannot assure
you that we will be able to obtain additional capital and/or that we will be able to obtain bank financing or access the capital markets on commercially reasonable terms or at all.
We execute transactions with related parties that third parties could deem not to be arms’ length.
In the ordinary course of our business, we execute various transactions with companies owned or controlled directly or indirectly by us and by our and affiliates. We have policies in place that we are required
to follow to ensure that transactions with affiliates are entered into on terms that are at least as favorable to us as those that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length
dealings with an unrelated third person. In addition, we do undertake a transfer pricing analysis in accordance with Mexican tax regulations to help ensure that the price paid in any such transaction is fair to us and our affiliated
counterparty. We intend to continue to enter into transactions with our subsidiaries and affiliates in the future in conformity with applicable laws. Entering into these types of transactions could cause conflicts of interest to arise. We
cannot guarantee that any potential conflict of interest that could arise as a result of transactions with related parties will be resolved advantageously for us. In the event that such conflicts are resolved less advantageously for us, they
could adversely affect our business, financial condition and results of operations.
Contractual and other disagreements with or involving our current and future third-party hotel managers could make us liable to them or result in
litigation costs or other expenses.
We do not operate some of our hotels. As a result, we are unable to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such as decisions with
respect to the setting of room rates, repositioning of a hotel, food and beverage pricing and certain similar matters. Although we consult with the hotel operators with respect to strategic business plans, the hotel operators are under no
obligation to implement any of our recommendations with respect to such matters. Our management agreements require us and our managers to comply with operational and performance conditions that are subject to interpretation and could result
in disagreements, and we expect this will be true of any management agreements that we enter into with future third-party hotel managers or operators. We cannot predict the outcome of any arbitration or litigation related to such agreements,
the effect of any negative judgment against us or the amount of any settlement that we may enter into with any third party. In the event we terminate a management agreement early and the hotel manager considers such termination to have been
wrongful, they may seek damages. Additionally, we may be required to indemnify our third-party hotel managers and affiliates against disputes with third parties pursuant to our management agreements. An adverse result in any of these
proceedings could materially and adversely affect our revenues and profitability.
Thus, even if we believe our hotels are being operated inefficiently or in a manner that does not result in satisfactory occupancy rates, RevPAR, ADR or operating profits, we may not have sufficient rights
under our hotel operating agreements to enable us to force the hotel operator to change its method of operation. We generally can only seek redress if a hotel operator violates the terms of the applicable operating agreement, and then only to
the extent of the remedies provided for under the terms of the agreement. Some of the operating agreements have lengthy terms and may not be terminable by us before the agreement’s expiration. In the event that we are able to and do replace
any of our hotel operators, we may experience significant disruptions at the affected hotels, which may adversely affect our ability to make distributions to holders of Murano Ordinary Shares or Murano Warrants.
The Murano Group is currently discussing with Hyatt Inclusive Collection potential changes to the current operations and administration services of the GIC I Hotel under the GIC I Hotel Management Agreement.
We are dependent on the performance of our hotel managers.
Our Insurgentes 421 Hotel Complex in Mexico City is managed by Hyatt and Accor pursuant to separate hotel management agreements that expire on December 31, 2043. The GIC I Hotel is managed by Hyatt pursuant to
management agreements that will expire on December 31, 2038. We could be materially and adversely affected if any third-party hotel manager fails to provide quality services and amenities, fails to maintain a quality brand name or otherwise
fails to manage our hotels in our best interest, and could be held financially responsible for the actions and inactions of our third-party hotel managers pursuant to our management agreements. In addition, our third-party hotel managers
manage, and in some cases may own or lease, or may have invested in or may have provided credit support or operating guarantees to hotels that compete with our hotels, any of which could result in conflicts of interest. As a result,
third-party managers may make decisions regarding competing lodging facilities that are not in our best interests.
We will not control the operation of the properties and we are not in a position to directly implement strategic business decisions regarding the day-to-day operation of our hotel properties, such as setting
room rates, food and beverage prices, marketing activities, promotion, and other similar matters, and we will be dependent on our hotel operators to carry out the operation of our hotel properties. Although we have structured and will aim to
structure our hotel management agreements so that we have significant visibility with respect to the operation of our hotel properties, and such agreements impose certain performance goals on the hotel operators, we cannot assure that the
hotel operators will be able to successfully operate our hotel properties efficiently and profitably, and if they fail to do so, it could have a material adverse effect on our business, financial condition and results of operations.
The success of our properties largely depends on our ability to establish and maintain good relationships with third-party hotel managers. If we are unable to maintain good relationships with our third-party
hotel managers, we may be unable to renew existing management agreements or expand relationships with them. Additionally, opportunities for developing new relationships with additional third-party managers may be adversely affected. This, in
turn, could have an adverse effect on our results of operations and our ability to execute our growth strategy. In the event that we terminate any of our management agreements, we can provide no assurances that we could find a replacement
hotel manager or that any replacement hotel manager will be successful in operating our hotels. If any of the foregoing were to occur, it could materially and adversely affect us.
Cyber threats and the risk of data breaches or disruptions of our hotel managers’ or our own information technology systems could materially adversely
affect our business.
Our hotel managers are dependent on information technology networks and systems, including the internet, to access, process, transmit and store proprietary and customer information, including personally
identifiable information of hotel guests, including credit card numbers.
These information networks and systems can be vulnerable to threats such as system, network, or internet failures; computer hacking or business disruption, including through network- and email-based attacks as
well as social engineering; cyber-terrorism; cyber extortion; viruses, worms or other malicious software programs; and employee error, negligence or fraud. The risk of a security breach or disruption, particularly through cyber-attack or
cyber intrusion, including by computer hackers, nation-state affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.
We rely on our hotel managers to protect proprietary and customer information from these threats. Any compromise of our own network or hotel managers’ networks could result in a disruption to our booking or sales systems or other operations,
in increased costs (e.g., related to response, investigation, and notification) or in potential litigation and liability. In addition, public disclosure or loss of customer or proprietary information could result in damage to the hotel
manager’s reputation, a loss of confidence among hotel guests, reputational harm for our hotels, potential litigation and increased regulatory oversight, including governmental investigations, enforcement actions, and regulatory fines, any of
which may have a material adverse effect on our business, financial condition, and results of operations. In the conduct of our business, we rely on relationships with third parties, including cloud data storage and other information
technology service providers, suppliers, distributors, contractors, and other external business partners, for certain functions or for services in support of key portions of our operations. These third-party entities are subject to similar
risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures and an attack against such third-party service provider or partner could have a material adverse effect on our business.
In addition to the information technologies and systems our hotel managers use to operate our hotels, we have our own corporate technologies and systems that are used to access, store, transmit, and manage or
support a variety of business processes and employee personally identifiable information. We may be required to expend significant attention and financial resources to protect these technologies and systems against physical or cybersecurity
incidents and even then, our security measures may subsequently be deemed to have been inadequate by regulators or courts given the lack of prescriptive measures in data security and cybersecurity laws. There can be no assurance that the
security measures we have taken to protect the contents of these systems will prevent failures, inadequacies, or interruptions in system services or that system security will not be compromised through system or user error, physical or
electronic break-ins, computer viruses, or attacks by hackers. Any such compromise could have a material adverse effect on our business, our financial reporting and compliance, and could subject us to or result in liability claims,
litigation, monetary losses or regulatory oversight, investigations or penalties which could be significant. In addition, the cost and operational consequences of responding to cybersecurity incidents and implementing remediation measures
could be significant.
Like many corporations, our information networks and systems are a target of attacks. In addition, third-party providers of data hosting or cloud services may experience cybersecurity incidents that may involve
data we share with them. Although the incidents that we have experienced to date have not had a material effect on our business, financial condition or results of operations, such incidents could have a material adverse effect on us in the
future.
While we are in the process of obtaining cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyber-attacks increase in frequency
and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations.
In addition, increased regulation of data collection, use and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and
regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm us.
Costs associated with, or failure to maintain, brand operating standards may materially and adversely affect our results of operations and profitability.
The terms of our management agreements generally require us to meet specified operating standards and other terms and conditions, and compliance with such standards may be costly. Failure by us, or any hotel
management company that we engage, to maintain these standards or other terms and conditions could result in a franchise license being canceled or the franchisor requiring us to undertake a costly property improvement program. If an agreement
is terminated due to our failure to make required improvements or to otherwise comply with its terms, we also may be liable to the counterparty for a termination payment, which could materially and adversely affect our results of operations
and profitability.
If we were to lose a brand license, the underlying value of a particular hotel could decline significantly (including from the loss of brand name recognition, marketing support, guest loyalty programs, brand
manager or franchisor central reservation systems or other systems), which could require us to recognize an impairment on the hotel. Furthermore, the loss of a franchise license at a particular hotel could harm our relationship with the
franchisor or brand manager and cause us to incur significant costs to obtain a new franchise license or brand management agreement for the particular hotel. Accordingly, if we lose one or more franchise licenses or brand management
agreements, it could materially and adversely affect our results of operations and profitability as well as limit or slow our future growth.
Our efforts to develop, redevelop or renovate our properties, in connection with our active asset management strategy, could be delayed or become more
expensive, which could reduce revenues or impair our ability to compete effectively.
If not maintained, the condition of certain of our properties could negatively affect our ability to attract guests or result in higher operating and capital costs. These factors could reduce revenues or
profits from these properties. There can be no assurance that our planned replacements and repairs will occur, or even if completed, will result in improved performance. In addition, these efforts are subject to a number of risks, including
the following: construction delays or cost overruns; delays in obtaining, or failure to obtain, zoning, occupancy and other required permits or authorizations; government restrictions on the size or kind of development; changes in economic
conditions that may result in weakened or lack of demand for improvements that we make or negative project returns; and lack of availability of rooms or meeting spaces for revenue-generating activities during construction, modernization or
renovation projects. If our properties are not updated to meet guest preferences or brand standards under our management and franchise agreements, if properties under development or renovation are delayed in opening as scheduled, or if
renovation investments adversely affect or fail to improve performance, our operations and financial results could be negatively affected.
We are subject to risks associated with the concentration of our Hotels in the Hyatt and Accor family of brands.
Our properties currently utilize or are expected to utilize brands owned by Hyatt and Accor. As a result, our ability to attract and retain guests depends, in part, on the public recognition of these brands and
their associated reputation. Changes in ownership or management practices, the occurrence of accidents or injuries, force majeure events, crime, individual guest notoriety or similar events at our hotels or other properties managed, owned, or
leased by these brands can harm our reputation, create adverse publicity, subject us to legal claims and cause a loss of consumer confidence in our business. If the Hyatt or Accor brands become obsolete or consumers view them as unfashionable
or lacking in consistency and quality, we may be unable to attract guests to our hotels, which could adversely affect our business, financial condition, or results of operations. In addition, any adverse developments or deterioration in
Hyatt’s or Accor’s business and affairs, reputation or financial condition could impair its ability to manage our properties and could have a material adverse effect on us.
Our properties are geographically concentrated in Mexico City, Cancun and Ensenada and, accordingly, we could be disproportionately harmed by adverse
changes to these markets, natural disasters, climate change and related regulations.
Our existing and projected entire room count is concentrated in Mexico City and Cancun. This concentration exposes us to greater risk to local economic or business conditions, changes in hotel supply in these
markets, and other conditions than more geographically diversified hotel companies, including the increasingly presence of Hyatt due to the agreement with Grupo Piñero, a Spain-based hotel operator and leisure services provider announced in
October 2024, in which it added approximately 3,200 keys to Hyatt’s all-inclusive hotel offering and a new brand to the portfolio, including four hotels in the Riviera Maya under the Bahia Principe brand, and the acquisition of Playa Hotels
& Resorts announced in January 2025, in which it added approximately 8,000 keys to Hyatt’s hotel portfolio (approximately 4,000 keys in Mexico), which further increased Hyatt’s brand presence, increasing nearby competition for the GIC
Complex in Cancun.
An economic downturn, an increase in hotel supply, a force majeure event, a natural disaster, changing weather patterns and other physical effects of climate change (including supply chain disruptions), a
terrorist attack or similar event in any one of these markets likely would cause a decline in the hotel market and adversely affect occupancy rates, the financial performance of our hotels in these markets and our overall results of
operations, which could be material, and could significantly increase our costs.
Over time, our hotel properties located in coastal markets, and other areas that may be impacted by climate change are expected to experience increases in storm intensity and rising sea-levels causing damage to
our hotel properties, while hotels in other markets may experience prolonged variations in temperature or precipitation that may limit access to the water needed to operate our hotel properties, increasing operating costs at our hotels, such
as the cost of water or energy, and requiring us to expend funds as we seek to repair and protect our hotels against such risks. The effects of climate change may also affect our business by increasing the cost of (or making unavailable)
property insurance on terms we find acceptable in areas most vulnerable to such events. There can be no assurance that climate change will not have a material adverse effect on our hotels, operations, or business.
If the insurance that we carry does not sufficiently cover damage or other potential losses or liabilities involving our properties, including as a result
of terrorism and climate change, our profits could be reduced.
Because certain types of losses are uncertain, including natural disaster, the effects of climate change or other catastrophic losses, they may be uninsurable or prohibitively expensive. There are also other
risks that may fall outside the general coverage terms and limits of our policies. Market forces beyond our control could limit the scope of the insurance coverage that we can obtain or may otherwise restrict our ability to buy insurance
coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations, our liabilities or the replacement cost of any lost investment or
property. Furthermore, certain of our properties may qualify as legally permissible nonconforming uses and improvements, including certain of our iconic and most profitable properties, and we may not be permitted to rebuild such properties as
they exist now or at all, regardless of insurance proceeds, if such properties are destroyed. Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects.
We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.
While our hotel managers are and will be primarily responsible for hiring and maintaining the labor force at our hotels, we are subject to the costs and risks generally associated with the hotel labor force,
and increased labor costs due to factors like labor shortages and resulting increases in wages, additional taxes, or requirements to incur additional employee benefits costs may adversely impact our operating costs. Labor costs, including
wages, can be particularly challenging at those of our hotels with unionized labor, and additional hotels may be subject to new collective bargaining agreements in the future.
From time to time, strikes, lockouts, public demonstrations or other negative actions and publicity may disrupt hotel operations at any of our properties, negatively impact our reputation or the reputation of
our brands, or harm relationships with the labor forces at our properties in operation or under development. We also may incur increased legal costs and indirect labor costs as a result of contract disputes or other events. The resolution of
labor disputes or new or re-negotiated labor contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. Furthermore, labor agreements may limit the
ability of our hotel managers to reduce the size of hotel workforces during an economic downturn because collective bargaining agreements are negotiated between the hotel managers and labor unions. As we do not directly employ the employees
at our hotels, we do not have the ability to control the outcome of these negotiations.
Terrorist acts, armed conflict, civil unrest, criminal activity, and threats thereof, and other events impacting the security of travel or of our
contractors or the perception of security of travel or that of our contractors could adversely affect the demand for travel and lodgings.
Past acts of terrorism and violent crime have had an adverse effect on tourism, travel and the availability of air service and other forms of transportation. The threat or possibility of future terrorist acts,
an outbreak, escalation and/or continuation of hostilities or armed conflict abroad, such as the war between Russia and Ukraine and the Israel-Palestine conflict, criminal violence, civil unrest, or the possibility thereof, the issuance of
travel advisories by sovereign governments, and other geopolitical uncertainties have had and may have an adverse impact on the demand for vacation packages and consequently the pricing for vacation packages. Decreases in demand and reduced
pricing in response to such decreased demand would adversely affect our business by reducing our profitability.
All the properties in our portfolio are located in Mexico, and Mexico has experienced criminal violence for years, primarily due to the activities of drug cartels and related organized crime. There have
occasionally been instances of criminal violence near our properties, including our properties under development in Cancun and Ensenada. Criminal activities and the possible escalation of violence or other safety concerns, including food and
beverage safety concerns, associated with them in regions where our resorts are located, or an increase in the perception among our prospective guests of an escalation of such violence or safety concerns, could instill and perpetuate fear
among prospective guests and may lead to a loss in business at our properties in Mexico because these guests may choose to vacation elsewhere or not at all. In addition, increases in violence, crime or civil unrest or other safety concerns in
any other location where we may own a resort in the future may also lead to decreased demand for our resorts and negatively affect our business, financial condition, liquidity, results of operations and prospects.
We face significant competition in the lodging industry in Mexico.
The lodging industry in Mexico is highly competitive. This competition could reduce occupancy levels and rental revenues at our properties, which would adversely affect our operations. We face competition from
many sources. We face competition from other lodging facilities both in the immediate vicinity of our properties and the geographic markets in which the properties will be located. In addition, increases in operating costs due to inflation
may not be offset by increased room rates. We also face competition from recognized lodging brands with which we are not associated.
We also face competition from online marketplaces focused on customer-to-customer virtual platforms, like Airbnb, which enables people to lease or rent short-term lodging, including vacation rentals, apartment
rentals, homestays, hostel beds, or hotel rooms to its customers.
Some of our competitors may have substantially greater marketing and financial resources than us. If our hotel management companies are unable to compete successfully or if our competitors’ marketing strategies
are effective, our business, financial condition and results of operations may be adversely affected.
The increasing use of internet travel intermediaries by consumers could have a material adverse effect on us.
Some of our vacation packages are expected to be booked through Internet travel intermediaries, including, but not limited to, Travelocity.com, Expedia.com and Priceline.com. As these Internet bookings
increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. If consumers develop loyalty to Internet reservations systems rather than to our booking system or
the brands under which we operate, the value of our hotels could deteriorate and we could be materially and adversely affected, including our financial results.
There is increased competition from global hospitality branded companies in the all-inclusive market segment.
As demand for all-inclusive stays has increased, we have seen U.S. and European global hospitality branded companies enter the all-inclusive market segment. Increased competition from global branded hospitality
companies may result in reduced market share and lower returns on investment for us as the increasing interest of global hospitality brands in the all-inclusive segment attracts more institutional capital to our target markets, increasing
competition for the acquisition of hospitality assets. The entrance by global branded hospitality companies into the all-inclusive market segment may impact our ability to secure third-party management agreements as global hospitality branded
companies are able to offer management agreements bundled with their branding services and a lower fee structure, resulting in increased competition for the management of all-inclusive resorts.
We have significant exposure to currency exchange rate risk.
Revenue from hotel operations is primarily received in U.S. dollars and the majority of our operating expenses are incurred locally at our properties and are denominated in Mexican pesos. Our outstanding debt
borrowings are payable largely in U.S. dollars and our functional reporting currency is Mexican pesos. An increase in the relative value of the Mexican peso, in which we incur most of our costs, relative to the U.S. dollar, in which our
revenue from operations is primarily denominated, would adversely affect our results of operations. Our current policy is not to hedge against changes in foreign exchange rates and we therefore may be adversely affected by appreciation in the
value of the Mexican peso against the U.S. dollar, or to prolonged periods of exchange rate volatility. These fluctuations may negatively impact our financial condition, liquidity, and results of operations to the extent we are unable to
adjust our pricing accordingly.
Furthermore, appreciation of the Mexican peso relative to the U.S. dollar could make fulfillment of our U.S. dollar denominated obligations more challenging and could have a material adverse effect on us,
including our business, financial condition, liquidity, results of operations and prospects.
Our projects, and any future acquisition, expansion, repositioning, redesign, and rebranding projects will be subject to timing, budgeting, and other
risks, which could have a material adverse effect on us.
We may develop, acquire, expand, reposition, or rebrand resorts (such as the GIC Complex, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja
Marina and the Baja Retail Village we are currently developing or expect to begin developing) from time to time as suitable opportunities arise, taking into consideration general economic conditions. To the extent that we determine to
develop, acquire, expand, reposition, redesign or rebrand resorts or convert resorts to condominiums, we could be subject to risks associated with, among others:
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construction delays or cost overruns that may increase project costs;
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receipt of zoning, occupancy and other required governmental permits and authorizations;
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additional works or project changes requested by hotel operators;
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strikes or other labor issues;
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development costs incurred for projects that are not pursued to completion;
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investment of substantial capital without, in the case of developed or repositioned resorts, immediate corresponding income;
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results that may not achieve our desired revenue or profit goals;
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acts of nature such as earthquakes, hurricanes, floods or fires that could adversely impact a resort;
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ability to raise capital, including construction or acquisition financing; and
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governmental restrictions on the nature or size of a project.
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We have seen certain construction timelines lengthen due to competition for skilled construction labor, disruption in the supply chain for materials, especially as a result of COVID-19, and these circumstances
could replicate or worsen in the future. As a result of the foregoing, we cannot assure you that any development, acquisition, expansion, repositioning, redesign and/or rebranding project, including the development of the GIC Complex, the
Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village, will be completed on time or within budget or if the ultimate rates of investment return are
below the returns forecasted at the time the relevant project was commenced. If we are unable to complete a project on time or within budget, the resort’s projected operating results may be adversely affected, which could have a material
adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.
Given the beachfront locations of the GIC Complex, we are particularly vulnerable to extreme weather events, such as hurricanes, which may increase in
frequency and severity as a result of climate change.
We have been and may continue to be adversely impacted by the consequences of climate change, such as increases in the frequency, duration and severity of extreme weather events and changes in precipitation and
temperature, which have resulted and may continue to result in physical damage or a decrease in demand for our properties, all of which are located in coastal beachfront locations that are vulnerable to significant property damage from
hurricanes, tropical storms and flooding. Although we believe we have adequate insurance, there is no assurance that, given the increasing burdens on insurance companies from extreme weather events, we will be able to continue to obtain
adequate insurance against these types of losses, or that our insurers will in the future be in a position to satisfy our claims. In addition, the costs of insurance against these types of events have increased in recent years.
In addition, changes in applicable legislation and regulation on climate change could result in increased capital expenditures, such as a result of changes in building codes or requirements to improve the
energy efficiency of the properties. In addition, the ongoing transition to non-carbon-based energy presents certain risks for us and our target customers, including macroeconomic risks related to high energy costs and energy shortages, among
other things. Furthermore, legislative, regulatory, or other efforts to combat climate change or other environmental concerns could result in future increases in taxes, restrictions on or increases in the costs of supplies, transportation,
and utilities, any of which could increase our operating costs, and necessitate future investments in facilities and equipment.
Climate change also presents additional risks beyond our control which can adversely impact demand for hospitality products and services, our operations, and our financial results. For example, GIC Complex
properties are located at or around sea level and are therefore vulnerable to rising sea levels and erosion. Climate change-related impacts may also result in a scarcity of resources, such as water and energy, at some or all of the regions in
which our results are located. Furthermore, increasing awareness around sustainability, the impact of air travel on climate change and the impact of over-tourism may contribute to a reduction in demand from certain guests visiting our
resorts.
We also face investor-related climate risks. Investors are increasingly taking into account environmental, social, and governance factors, including climate risks, in determining whether to invest in companies.
Our exposure to the risks of climate change may adversely impact investor interest in our securities. These risks also include the increased pressure to make commitments, set targets, or establish goals to take actions to meet them, which
could expose us to market, operational, execution and reputational costs or risks.
Consequences of climate change, such as the appearance of large masses of sargassum seaweed in the Yucatán Peninsula and beach erosion effects, could
result in decreased tourism appetite in Cancun.
Cancun has been exposed to elevated sea levels. Rising sea level in the Caribbean creates, among others, beach erosion, storm surges of hurricanes, and large masses of sargassum seaweed. The impact of
hurricanes, such as Hurricane Wilma in 2005, can cause the sand in the beaches to be washed away. As sea level rises, storm surges from hurricanes will be higher. Since 2009, Mexico launched a project to restore seven miles of beach and is
expected to continue.
In recent years, the quantity of sargassum seaweed that has washed up onshore in various geographies in Mexico has increased. If not removed promptly, the sargassum seaweed can overrun the beach, making it
difficult to access the water and it generates a foul odor if allowed to rot on the beach. In recent years, the heightened level of sargassum seaweed has led to negative media coverage and increased awareness of the potential problem.
Since 2011, tourism to Mexico’s Yucatán Peninsula has been heavily impacted by large masses of sargassum seaweed washing up on the beaches, with the largest seaweed event occurring in 2019. Seaweed deters beach
tourism, potentially shifting tourism inland towards many types of recreational activities, such as theme parks, cenotes (sinkholes), cultural tours and restaurants, or to beach destinations in other regions or countries. Since the first
massive seaweed arrivals in Mexico in 2011, there have been a number of initiatives to investigate the impacts and management of sargassum in the region. In 2019, a government’s sargassum containment strategy headed by the Ministry of Navy
was established. The existence of large masses of sargassum seaweed in the Yucatán Peninsula could materially and adversely affect our operating results.
Although the GIC Complex is located on the Nichupté Lagoon and not on the beach, a decrease in the attractiveness of the overall Cancun area as a tourist destination as a result of the above could have a
material adverse effect on our business.
We cannot predict the impact that changing climate conditions, as well as legal, regulatory, and social responses thereto, may have on our business.
Various scientists, environmentalists, international organizations, regulators, and other commentators believe that global climate change has added, and will continue to add, to the unpredictability, frequency,
and severity of natural disasters (including, but not limited to, hurricanes, tornadoes, freezes, other storms, and fires) in certain parts of the world. A number of legal and regulatory measures as well as social initiatives have been
introduced in an effort to reduce greenhouse gases and other carbon emissions, which some believe may be chief contributors to global climate change. We cannot predict the impact that changing climate conditions, if any, will have on our
results of operations or our financial condition. Moreover, we cannot predict how legal, regulatory, and social responses to concerns about global climate change will impact our business.
Furthermore, we anticipate that pending regulations under the General Law on Climate Change (Ley General de Cambio Climático) in Mexico, which are expected to impose an
internal system to limit emissions and introduce tradable permits and other measures to achieve its goal of greenhouse gas reduction, may affect our operations and/or result in environmental liability.
Our hotels will require ongoing and often costly maintenance, renovations, and capital improvements.
Our hotels will have an ongoing need for maintenance, renovations, and other capital improvements, including replacements, from time to time, of furniture, fixtures, and equipment. In addition, Hyatt and other
internationally recognized hotel brands may require periodic capital improvements by us as a condition of maintaining the use of their brands. We may need to finance the cost of maintenance, renovations and/or capital improvements and we may
not have access to financings on reasonable terms or at all. In addition to liquidity risks, these capital improvements may result in declines in revenues while rooms are out of service due to capital improvement projects or other risks. The
costs of these capital improvements or any of the above noted factors could have a material adverse effect on us, including our financial condition, liquidity, and results of operations.
Our business is susceptible to reductions in discretionary consumer and corporate spending due to global economic conditions.
Consumer demand for resorts, trade shows, and conventions and the type of luxury amenities that we offer are particularly sensitive to changes in the global economy, which adversely impact discretionary
spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general global economic conditions, high unemployment, weakness in housing or oil markets,
perceived or actual changes in disposable consumer income and wealth, an economic recession, and changes in consumer confidence in the global economy, or fears of war and future acts of terrorism and mass violence have in the past and could
in the future reduce customer demand for the type of luxury amenities and leisure activities we expect to offer, which could impose downward pressure on pricing and, in turn, have a significant negative impact on our future operating results.
Our success depends in part on our hotel operators’ ability to anticipate consumers’ preferences and react to those trends, and any failure to do so may negatively impact our operating results.
The seasonality of the lodging industry could have a material adverse effect on us.
The lodging industry is seasonal in nature, which can be expected to cause quarterly fluctuations in our revenues. The seasonality of the lodging industry and the location of our hotels in Mexico will generally
result in the greatest demand for our resorts between mid-December and April of each year, yielding higher occupancy levels and package rates during this period. This seasonality in demand is expected to result in predictable fluctuations in
revenue, results of operations and liquidity, which are expected to be higher during the first quarter of each year than in successive quarters. We can provide no assurances that these seasonal fluctuations will, in the future, be consistent
with the historical experience in the sector or whether any shortfalls that occur as a result of these fluctuations will not have a material adverse effect on us.
The cyclical nature of the lodging industry may cause fluctuations in our operating performance.
The lodging industry is highly cyclical in nature. Fluctuations in operating performance are caused largely by general economic and local market conditions, which subsequently affect levels of business and
leisure travel. In addition to general economic conditions, new hotel and resort room supply is an important factor that can affect the lodging industry’s performance, and over-building has the potential to further exacerbate the negative
impact of an economic recession. Room rates and occupancy levels tend to increase when demand growth exceeds supply growth. A decline in lodging demand, or increase in lodging supply, could result in returns that are substantially below
expectations, or result in losses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects. Further, the costs of running a hotel tend to be more fixed than
variable. As a result, in an environment of declining revenue, the rate of decline in earnings is likely to be higher than the rate of decline in revenue.
If the hotel operators are unable to recruit, train and retain qualified management and employees, our business could be significantly harmed.
In order to operate our hotels effectively, the operators will need to recruit numerous executives, managers, and employees with hospitality industry experience. We cannot assure you that a sufficient number of
qualified employees will be available to meet the hotel operators’ labor needs, particularly given the intense competition for skilled employees in the Mexico City and Cancun markets.
We cannot assure you that our hotel operators will find suitable and qualified candidates for all the positions required to fill before the opening of our hotels. We also cannot assure you that, once hired, the
hotel operators will retain their employees or find suitable and qualified replacements for those employees whose employment terminates. If a hotel operator is unable to attract, hire and retain an adequate number of suitable and qualified
employees, our business may be significantly impaired.
Our hotels may contain or develop harmful mold or suffer from other indoor air quality issues, which could lead to liability for adverse health effects or
property damage, or cost for remediation.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds
may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria.
Indoor exposure to airborne toxins or irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergies or other reactions. As a result, the presence of significant mold or other airborne contaminants at
any of our hotels could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation and could expose us to liability from third parties if a personal injury
occurs.
The departure of any key personnel with significant experience and relationships in the lodging industry from any of our hotels could materially and
adversely impede or impair our ability to compete effectively and limit future growth prospects.
We depend on the experience and relationships of the senior management team of our hotel operators to manage the day-to-day operations of the hotels. The hotel operators’ senior management team has an extensive
network of lodging industry contacts and relationships. We can provide no assurances that any of the key personnel of the hotel operators will continue working with the hotel operators. The departure of any of our key personnel of the hotel
operator who has significant experience and relationships in the lodging industry could materially and adversely impede or impair our ability to compete effectively and limit future growth prospects.
From time to time, we and/or our affiliates may be involved in legal and other proceedings.
From time to time, we and/or our affiliates may be involved in disputes with various parties related to the financing, construction, and operation of the properties, including contractual disputes with
contractors, suppliers, and construction workers or property damage or personal liability claims. Regardless of the outcome, these disputes may lead to legal or other proceedings and may result in substantial costs, delays in our development
schedule, and the diversion of resources and management’s attention. We intend to carry insurance to cover most business risks, but there can be no assurance that the insurance coverage we have will cover all claims that may be asserted
against us. Should any ultimate judgments or settlements not be covered by insurance or exceed our insurance coverage, such uncovered losses could increase our costs and thereby lower our profitability. There can also be no assurance that we
will be able to obtain the appropriate and sufficient types and levels of insurance once the properties are operating. Our affiliates have in the past been involved in legal and other proceedings and may be involved in other proceedings in
the future. Regardless of insurance coverage, if any legal or other proceedings in which we and/or our affiliates may be involved are finally resolved against us and/or our affiliates interest, any such resolution may have a material adverse
effect on our properties and operations and/or may negatively impact our reputation.
We and our hotel operators are subject to the risk of increased lodging operating expenses.
Together with the hotel operators, we are subject to the risk of increased lodging operating expenses, including, but not limited to, the following cost elements:
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repair and maintenance expenses;
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employee liabilities;
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property and other taxes;
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insurance costs; and
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other operating expenses.
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The need for business-related travel and, thus, demand for rooms in our hotels may be materially and adversely affected by the increased use of
business-related technology.
The increased use of teleconference and video-conference technology by businesses could result in decreased business travel as companies increase the use of technologies that allow multiple parties from
different locations to participate at meetings without traveling to a centralized meeting location, such as our hotels. To the extent that such technologies play an increased role in day-to-day business and the necessity for business-related
travel decreases, demand for our hotel rooms may decrease, and we could be materially and adversely affected.
Lack of sufficient air service to Mexico City, Cancun or Ensenada could adversely affect our business.
Nearly all of our prospective international customers travel to Mexico City, Cancun or Ensenada by air. Although we believe that the current level of air service to Mexico City, Cancun and Ensenada is adequate,
any interruption or reduction of air service would prevent many prospective customers from visiting our hotels and reduce our sales and the growth of our business. Many of our guests rely on a combination of scheduled commercial airline
services and tour operator services for passenger connections, and price increases or service changes by airlines or tour operators could reduce our occupancy rates and revenue levels and, therefore, have a material adverse effect on our
business, financial condition, and results of operations.
Many of our guests depend on a combination of scheduled commercial airline services and tour operator services to transport them to airports near our
resorts.
Increases in the price of airfare, due to increases in fuel prices or other factors, would increase the overall travel cost to our guests and may adversely affect demand for our hotels. Changes in commercial
airline services or tour operator services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings, could reduce our occupancy rates and revenue levels and,
therefore, have a material adverse effect on our business, financial condition and results of operations.
Illiquidity of real estate investments could significantly impede our ability to sell our Hotels or otherwise respond to adverse changes in our Hotels
performance.
Because real estate investments are relatively illiquid, our ability to sell a hotel promptly for reasonable prices in response to changing economic, financial and investment conditions will be limited. The
real estate market is affected by many factors beyond our control that could impact the timing of a disposition, including adverse changes in economic and market conditions, changes in interest and tax rates and in the availability and cost
and other terms of debt financing, and changes in governmental laws and regulations.
In addition, we may be required to expend funds to correct defects, terminate contracts or to make improvements before a resort can be sold. We can provide no assurances that we will have funds available, or
access to such funds, to correct those defects or to make those improvements. In acquiring or developing a hotel, we may agree to lock-out provisions or tax protection agreements that materially restrict us from selling that property for a
period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond to adverse changes in the performance
of our resorts or a need for liquidity could materially and adversely affect us, including our financial results.
Increases in property taxes would increase our operating costs.
The Insurgentes 421 Hotel Complex, the Vivid Hotel and any future hotels within the GIC Complex are expected to be subject to real estate and personal property taxes, especially upon any development,
redevelopment, rebranding, repositioning, and renovation. These taxes may increase as tax rates change and as our properties are assessed or reassessed by taxing authorities. If property taxes increase, we would incur a corresponding increase
in our operating expenses, which could have a material adverse effect on us, including our business, financial condition, liquidity, results of operations and prospects.
Our properties and operations are subject to extensive environmental, health and safety laws and regulations.
Our properties and operations are subject to numerous covenants, laws, regulations, rules, codes and to oversight by various federal, state and local governmental authorities, including those related to
ecological ordinance, environmental impact, municipal and/or forest land use changes, health and safety, fire protection and seismic matters in each of the places in Mexico in which we operate.
These laws and regulations require that we obtain, and maintain (as applicable) several permits in connection with the site preparation, construction and operation of our businesses, which can sometimes impose
restrictive covenants or are conditioned to the fulfillment of actions such as the obtaining of prior approval from other local authorities or communities so that they become in full force and effect and we can initiate site preparation and
construction; the issuance of these permits can also be delayed due to extreme backlog in the processing of authorizations by some authorities, causing rippled delays in our prospective project schedules and may require us to incur
significant additional costs on short notice which may adversely affect our financial condition to move forward with the development of our projects. Our growth strategy may be adversely affected by our ability to obtain permits, licenses and
approvals. Our failure to obtain such permits, licenses and approvals could have a material adverse effect on our business, financial condition and results of operations.
We are also exposed to the risk of a sudden increase in becoming liable for contamination at any Murano Group’s properties or resorts which could be the result of third-party actions on-site or migrating from
nearby areas and/or the number of complaints against us as a result of changes in the existing regulation (or in the interpretation thereof), such as the enactment of various legal reforms to allow class actions, those that seek the
protection of indigenous or afro Mexican communities’ rights or to protect other diffuse and collective human rights such as the human right to access to water.
In addition, future changes in the regulation applicable to our industry may result in the risk of temporary water restrictions, revocation of concession titles impeding us to use national assets such as
federal maritime terrestrial zones adjacent to our properties, the imposition of bans or restrictions on the use of certain products, vape smoking bans in our restaurants, increases in the taxation of luxury goods or the sale of alcohol or
high-calorie beverages, restrictions on the hours of operation of our restaurants, convention centers, etc. and we may incur costs that have a material adverse effect on our results of operations and financial condition as a result thereof or
of any liabilities under or potential violations of environmental, health and safety laws and regulations.
We anticipate that the regulation of our business operations under Mexican federal, state and local environmental laws and regulations will increase and become more stringent over time. We cannot predict the
effects of such changes, if any, that the adoption of additional or more stringent environmental laws and regulations would have on our results of operations, cash flows, capital expenditure requirements or financial condition.
It is possible that we will require additional capital to meet our financial obligations and support business growth, and this capital might not be
available on acceptable terms or at all.
We intend to continue to make significant investments to support our business growth and expect to require additional funds to respond to business challenges. Accordingly, we may need to engage in equity or
debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue
could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial
and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us,
if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when and if we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly
impaired, and our business may be harmed.
We have incurred significant additional indebtedness, which may impair our ability to raise further capital or impact our ability to service our debt.
We have incurred significant additional indebtedness during recent periods. Our additional indebtedness may impair our ability to raise further capital, including to expand our business, pursue strategic
investments, and take advantage of financing or other opportunities that we believe to be in the best interests of Murano and our shareholders.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other
factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt
one or more alternatives, such as selling assets, curtailing spending, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the
capital markets and our financial condition at such time. Our additional indebtedness may also impact our ability to service our debt and to comply with financial covenants and the other terms of our relevant credit arrangements, in which
case our lenders might pursue available remedies up to and including terminating our credit arrangements and foreclosing on available collateral.
While we have implemented efforts to curtail spending, there is no assurance that any such efforts will be successful or will have intended effect on our available cash.
Our recurring losses and negative cash flow from operations, as well as current cash and liquidity projections, raise substantial doubt about our ability
to continue as a going concern.
Based on recurring losses from operations and negative cash flows from operations for the year ended December 2024, and the three months ended March 31, 2025 as well as current cash and liquidity projections,
we have concluded that there is substantial doubt about our ability to continue as a going concern for the next twelve months. Our consolidated financial statements have been prepared assuming we will continue as a going concern and do not
include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. You should not rely
on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.
Risks Related to Doing Business in Mexico
All of Murano’s assets are located in Mexico. Therefore, we are subject to political, economic, legal, and regulatory risks specific to Mexico and the
Mexican real estate industry and lodging sector and are vulnerable to an economic downturn, other changes in market conditions, or natural disasters in Mexico or in the regions where our properties are located.
Our operating entities are incorporated in Mexico, and all our assets and operations are located in Mexico. As a result, we are subject to political, economic, legal, and regulatory risks specific to Mexico,
including the general condition of the Mexican real estate industry, lodging sector, and the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, Mexican inflation, interest rates, regulation, confiscatory taxation and
regulation, expropriation, social instability, and political, social, and economic developments in Mexico.
Our business may be significantly affected by the Mexican economy’s general condition, by the depreciation of the peso, inflation, and high-interest rates in Mexico, or by political developments in Mexico.
Declines in growth, high rates of inflation, and high-interest rates in Mexico have a generally adverse effect on our operations. If inflation in Mexico increases while economic growth slows, our business, financial condition, and results of
operations will be affected. In addition, high-interest rates and economic instability could increase our costs of financing.
In the past, the rating agencies rating Mexico and PEMEX have downgraded both Mexico and PEMEX and/or placed them on negative outlooks. On July 18, 2024, Fitch Ratings has affirmed Mexico’s Long-Term (LT)
Foreign Currency (FC) Issuer Default Rating (IDR) at ‘BBB-’; with a stable rating outlook. On November 14, 2024, Moody’s assigned Mexico a rating of Baa2; with a stable rating outlook. We cannot ensure that the rating agencies will not
announce downgrades of Mexico and/or PEMEX in the future and any such downgrades could adversely affect the Mexican economy and, consequently, our business, financial condition, results of operations, and prospects.
Political instability in Mexico could negatively affect our operating results.
In Mexico, political instability has been a determining factor in business investment. Significant changes in laws, public policies and/or regulations could affect Mexico’s political and economic situation,
which could, in turn, adversely affect our business.
Mexican political events may affect our business operations. President Claudia Sheinbaum’s political party and its allies hold a majority in the Chamber of Deputies (Cámara de
Diputados) and the Senate (Senado de la República) and a strong influence in various local legislatures. The federal administration has significant power to implement substantial changes in
law, policy, and regulations in Mexico, including Constitutional reforms, which could affect our business, results of operations, financial condition, and prospects. We cannot predict whether potential changes in Mexican governmental and
economic policy could adversely affect Mexico’s economic conditions or the sector in which we operate. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on
our business, results of operations, financial condition, and prospects.
Social and political instability in or affecting Mexico could adversely affect our business, financial condition, and results of operations, as well as market conditions and prices of our securities. These and
other future developments in the Mexican political or social environment may cause disruptions to our business operations and decreases in our sales and net income.
Our assets are located in Mexico and are therefore subject to the provisions of the National Law of Domain Extinction (Ley Nacional de Extinción de
Dominio).
The National Law of Domain Extinction (Ley Nacional de Extinción de Dominio, the “LNED”) empowers the public prosecutor (agente del
ministerio público) to exercise the extinction of domain action with respect to all types of assets related to crimes in a broad range of categories, including organized crime, kidnapping, crimes related to hydrocarbons, oil and
petrochemicals, crimes against health, human trafficking, crimes for acts of corruption, cover-ups, crimes committed by public servants, theft of vehicles, resources of illicit origin and extortion. Pursuant to the LNED, the extinction of
domain action may be exercised with respect to assets related to any of these crimes, including if the assets are used by a party other than the owner of the asset in order to commit the crime.
The LNED permits a final judgment on domain extinction even in certain cases when the criminal trial has not yet concluded; provided the governmental authority determines that solid and reasonable grounds exist
to infer the existence of assets that are covered by the LNED. In such cases, if the affected person were to later prove its innocence and the asset has already been monetized, the affected person would only be able to recover the proceeds
from the monetization of the asset.
Legal remedies are available to challenge the enforcement of the LNED on the grounds of a possible violation of human and constitutional rights such as property rights and the presumption of innocence. Should
our assets ever be challenged under LNED grounds, in order to defend our rights, it may be necessary to incur significant costs due to litigation and/or full or partial loss of the assets subject to domain extinction proceedings. All of the
foregoing could adversely affect our business, financial condition and results of operations.
Fluctuations in the U.S. economy or the global economy, in general, may adversely affect Mexico’s economy and our business.
Mexico’s economy is vulnerable to global market downturns and economic slowdowns. Moreover, Mexico’s economy is largely influenced by economic conditions in the United States and Canada as a result of various
factors, including the volume of commercial transactions under the United States-Mexico-Canada Agreement (the “USMCA”) and the level of U.S. investments in Mexico. Therefore, events and conditions that affect the U.S. economy can also
directly and indirectly affect our business, financial condition, and results of operations.
The global economy, including Mexico and the United States, has been materially and adversely affected by a significant lack of liquidity, disruption in the credit markets, reduced business activity, rising
unemployment, a decline in interest rates, and erosion of consumer confidence during recent periods of recession. This situation has had a direct adverse effect on the purchasing power of our customers in Mexico. The macroeconomic environment
in which we operate is beyond our control, and the future economic environment may continue to be less favorable than in recent years. The risks associated with current and potential changes in the Mexican and United States economies are
significant and could have a material adverse effect on our business, financial condition, and results of operations.
Developments in other countries, particularly the United States, could materially affect the Mexican economy and, in turn, our business, financial
condition and results of operations.
The U.S. economy heavily influences the Mexican economy, and therefore, the deterioration of the United States’ economy, the status of the USMCA or other related events may impact the economy of Mexico.
Economic conditions in Mexico have become increasingly correlated to economic conditions in the United States as a result of the North American Free Trade Agreement, which has induced higher economic activity between the two countries and
increased the remittance of funds from Mexican immigrants working in the United States to Mexican residents. In 2023 Mexico surpassed China as the largest exporter to the U.S. and on an annual basis, as of December 31, 2024, U.S.$505.9
billion or 84% of Mexico’s total exports were purchased by the United States, the single country with the highest share of trade with Mexico. It is currently unclear what the results of the USMCA and its implementation will be. The new terms
of the USMCA could have an impact on Mexico’s economy generally and job creation in Mexico, which could significantly adversely affect our business, financial performance, and results of operations.
Likewise, any action taken by the current U.S. or Mexico administrations, including changes to the USMCA and/or other U.S. government policies that may be adopted by the U.S. administration, could have a
negative impact on the Mexican economy, such as reductions in the levels of remittances, reduced commercial activity or bilateral trade or declining foreign direct investment in Mexico. In addition, increased or perceptions of increased
economic protectionism in the United States, Mexico and other countries could potentially lead to lower levels of trade and investment and economic growth, which could have a similarly negative impact on the Mexican economy. These economic
and political consequences could adversely affect our business, financial condition, and results of operations.
We cannot make assurances that any events in the United States or elsewhere will not materially and adversely affect us.
Tariffs and trade restrictions could increase our costs and delay our projects.
The United States has imposed tariffs on various goods from Mexico and Canada, including key construction materials like steel and aluminum. These trade barriers—for example, a 25% duty on imported steel—have
driven up the cost of critical building components needed for our development projects. Tariffs broadly raise prices across the supply chain for essential inputs such as cement, lumber, copper, steel and aluminum, directly increasing our
construction expenses in Mexico. Trade measures can also disrupt supply chains: tariffs often slow down customs processing and cause material shortages or delivery delays, which put our projects at risk of schedule overruns and higher costs.
If our construction costs surge or projects are delayed due to tariff-related issues, we may not be able to fully offset these impacts or pass them on to customers, which could adversely affect our profitability.
Trade tensions also create broader risks for our industry, especially in the hospitality sector. In retaliation to U.S. tariffs, Mexico has implemented tariffs on U.S. exports—focusing on products like steel
and agricultural goods—with rates as high as 15% to 25%. Such retaliatory measures can increase the cost of goods and services in our hotels and resorts. For instance, higher duties on imported food and beverages can raise operating costs for
our projects in Mexico. Similarly, Canada and other U.S. trading partners have responded with their own counter‑tariffs on U.S. products, compounding the potential supply disruptions and cost pressures on materials and goods we rely on. These
trade actions could also dampen economic activity or spur inflation in Mexico and Canada, which may reduce business investment, consumer spending, and travel in those markets—factors that are important to our operations.
Moreover, the regulatory trade environment is in flux, and shifting policies make long-term project planning challenging. Major trade negotiations and agreements (such as the transition from North American Free
Trade Agreement to the USMCA) have been influenced by tariff disputes, and future policy changes could occur with little warning. This unpredictability means the costs and availability of construction materials, as well as the viability of
cross-border projects, can change abruptly. We cannot predict further developments in trade policy, and existing or future tariffs or other trade restrictions (including retaliatory measures) could materially and adversely affect our
development projects, operating results and financial position.
General economic uncertainty and weak demand in the lodging industry could have a material adverse effect on us.
Our business strategy depends significantly on demand for vacations generally and, more specifically, on demand for all-inclusive vacation packages. Weak economic conditions and other factors beyond our
control, including high levels of unemployment and underemployment, in North America, especially the United States and Mexico, Europe and Asia could reduce the level of discretionary income or consumer confidence in the countries from which
we source our guests and have a negative impact on the lodging industry. We cannot provide any assurances that demand for all-inclusive vacation packages will remain consistent with or increase from current levels. Furthermore, our business
is focused primarily on, and our acquisition strategy targets the acquisition of resorts in, the all-inclusive segment of the lodging industry (and properties that we believe can be converted into all-inclusive resorts in a manner consistent
with our business strategy). This concentration exposes us to the risk of economic downturns in the lodging industry broadly and, more specifically, in the leisure dominated all-inclusive segment of the lodging industry. As a result of the
foregoing, we could experience a prolonged period of decreased demand and price discounting in our markets, which would negatively affect our revenues and could have a material adverse effect on us, including our business, financial
condition, liquidity, results of operations and prospects.
If the Mexican government imposes exchange controls and/or other similar restrictions, the Mexican economy and our operations may be negatively affected.
In the past, the Mexican economy has experienced a balance of payment deficits and shortages in foreign exchange reserves. There can be no assurance that the Mexican government will not institute a restrictive
exchange control policy or other restrictions. If the Mexican government imposes exchange controls and/or other similar restrictions, the Mexican economy and our operations may be negatively affected.
Security risks in Mexico could increase, and this could adversely affect the Mexican economy and our business, financial condition, and results of
operations.
In recent years, Mexico has experienced a period of increasing criminal activity and particularly high homicide rates, primarily due to organized crime. The presence of violence among drug cartels, and between
these and the Mexican law enforcement and armed forces, or an increase in other types of crime, pose a risk to our business, and might negatively impact business continuity.
In September 2024, the U.S. Department of State updated its travel advisory to U.S. citizens about the risk of traveling to certain regions in Mexico due to threats to safety and security posed by organized
criminal groups. While no travel restrictions are in place for U.S. government employees for Mexico City or Quintana Roo state (including Cancun), the U.S. Department of State suggests exercising increased caution due to crime in these areas.
Continuing travel advisories by the U.S. Department of State in these and other states, and any future travel advisories issued by the U.S. or other countries could reduce tourism to Mexico generally or any of the regions in which our hotels
are located. Any such decline could adversely affect occupancy at our hotels, which could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to anti-corruption, anti-bribery, anti-money laundering, and antitrust laws and regulations in Mexico.
We are subject to anti-corruption, anti-bribery, anti-money laundering, antitrust and other international laws and regulations and are required to comply with the applicable laws and regulations of Mexico. In
addition, we are subject to regulations on economic sanctions that restrict our dealings with certain sanctioned countries, individuals, and entities. There can be no assurance that our internal policies and procedures will be sufficient to
prevent or detect all inappropriate practices, fraud, or violations of law by our affiliates, employees, directors, officers, partners, agents, and service providers or that any such persons will not take actions in violation of our policies
and procedures. Any violations by us of anti-bribery and anti-corruption laws or sanctions regulations could have a material adverse effect on our business, financial condition, results of operations, and reputation.
We are subject to laws applicable to the development of our properties, including stricter environmental laws and regulations.
The development of our properties is subject to strict regulations at federal and local levels. If we fail to comply with these regulations, we could be subject to fines and/or lose the right to develop the
properties. Government agencies are empowered to implement laws, regulations, and standards that could adversely affect the operations and the value of the Properties, which could rely on political considerations.
In addition, the viability of hotel developments could depend on obtaining permits, authorizations, concessions, and other contracts issued by federal or local governmental authorities. If we fail to obtain any
such permits, authorizations, concessions and other contracts, our hotel development projects could be subject to fines and/or we could lose the right to develop the projects.
The hotel development projects are also subject to compliance with Mexican environmental laws, which in recent years became stricter and resulted in additional compliance-related expenses. Mexican federal
authorities, including the Ministry of Environment and Natural Resources, the Federal Environmental Protection Agency, the Mexican Water Commission, and local authorities, are empowered to file civil, administrative, and criminal proceedings
against companies that violate environmental laws, the terms of their permits, and/or cause environmental damages. They may also halt any development that does not comply with applicable law.
We are also subject to certain environmental compliance costs, including associated air emissions, the use, storage and disposal of hazardous and toxic substances, and wastewater disposal. Our failure to comply
with any such laws, including any required permits or licenses, or publicity resulting from actual or alleged compliance failures, could result in substantial fines or possible revocation of our authority to conduct some of our operations or
otherwise have an adverse effect on our business. Environmental laws may also impose potential liability on a current or former owner or operator of real property for, among other things, investigation, removal, or remediation of hazardous or
toxic substances at our currently or formerly owned or leased real property, regardless of whether or not we knew of, or caused, the presence or release of such substances. From time to time, we may be required to remediate such substances or
remove, abate, or manage asbestos, mold, radon gas, lead, or other hazardous conditions at our properties. The presence or release of such toxic or hazardous substances at our currently or formerly owned or leased properties could result in
limitations on or interruptions to our operations or in third-party claims for personal injury, property or natural resource damages, business interruption or other losses, including liens in favor of the government for costs the government
incurs in cleaning up contamination. Such claims and the need to investigate, remediate or otherwise address hazardous, toxic, or unsafe conditions could adversely affect our operations, the value of any affected real property, or our ability
to sell, lease or assign our rights in any such property, or could otherwise harm our business or reputation. In addition, we also may be liable for the costs of remediating contamination at off-site waste disposal facilities to which we have
arranged for the disposal, transportation, or treatment of hazardous substances without regard to whether we complied with environmental laws in doing so. Environmental, health and safety requirements have also become, and may continue to
become, increasingly stringent, and our costs may increase as a result. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, could affect the operation of our
properties, or result in significant additional expense and operating restrictions on us or our hotel managers.
The development of properties in Mexico is subject to laws and regulations governing urban development, sanitation, security, and protection of the environment. With respect to environmental matters, we could
be subject to financial and other liabilities pursuant to laws and regulations relating to the management of hazardous waste and contaminated sites. These laws and regulations could require the affected property owners to absorb the costs of
cleaning and remediating such sites jointly and severally with the sellers of the property without regard to fault and independent of any claims the owners of the affected property may have against sellers of the property. Additionally, the
transfer of contaminated sites is subject to the approval of the Secretary of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales, or “SEMARNAT”). If SEMARNAT’s
authorization is not obtained within the timeframe required for a transaction, we may incur additional costs and delays relating to the expansion of our portfolio or the disposition of properties.
Additionally, the Mexican government has the authority to initiate civil, administrative, or criminal legal actions against companies and enjoin developments that do not comply with applicable environmental
laws.
It is possible that our properties could require cleaning and remediation, for which the costs could be high and not covered by our insurance policies. In addition, if any of our properties are subject to
applicable environmental laws, we could incur delays in development and additional expenses for cleaning and remediation.
Our failure to comply with applicable laws and regulations related to our hotel development projects, including environmental laws, could have material adverse effect on our business, financial condition, and
results of operations.
Governmental regulation may adversely affect the operation of our properties and our business as a whole.
The hotel industry is subject to extensive federal, state, and local governmental regulations, including those relating to the service of alcoholic beverages, the preparation and sale of food, building and
zoning requirements and data protection, cybersecurity, and privacy. We and our hotel managers are also subject to licensing and regulation by state and local departments relating to health, sanitation, fire, and safety standards, and to laws
governing our relationships with employees, including minimum wage requirements, overtime, working conditions and citizenship requirements. Our existing systems may be unable to satisfy changing regulatory requirements and employee and
customer expectations or may require significant additional investments or time to do so.
Risks Related to Murano Being a Public-Company
Murano will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new
compliance initiatives and corporate governance practices.
As a public company, Murano has incurred and will continue to incur significant legal, accounting, and other expenses that it did not incur as a private company. For example, Murano is subject to the reporting
requirements of the Exchange Act and is required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the U.S. Securities
and Exchange Commission (“SEC”) and Nasdaq.
We expect that compliance with these requirements will increase legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel
may be required to divert their attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we are incurring significant expenses and devoting substantial management
effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase further when Murano is no longer an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of
2012 (the “JOBS Act”). As a public company, Murano will likely hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to establish an internal audit function.
Murano is an “emerging growth company”, and the reduced disclosure requirements applicable to emerging growth companies may make our securities less
attractive to investors.
Murano is an “emerging growth company,” as defined in the JOBS Act. As a result, Murano is taking advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies, including, the ability to furnish two rather than three years of income statements and statements of cash flows in various required filings, and not being required to include an attestation
report on internal control over financial reporting issued by our independent registered public accounting firm. As a result, our shareholders and prospective investors may not have access to certain information that they deem important.
Murano could be an emerging growth company for up to five years, although it could lose that status sooner if its gross revenue exceeds U.S.$1.07 billion, if Murano issues more than U.S.$1.0 billion in nonconvertible debt in a three-year
period, or if the fair value of its shares held by non-affiliates exceeds U.S.$700.0 million (and Murano has been a public company for at least 12 months and have filed one annual report on Form 20-F).
We cannot predict if prospective investors will find our securities less attractive if we rely on these exemptions. If they find our securities less attractive as a result, there may be a less active trading
market for our securities and our share price may be more volatile.
Murano may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses, and subject us to U.S.
GAAP reporting requirements which may be difficult for us to comply with.
As a “foreign private issuer,” Murano is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules,
the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30,
2025.
In the future, Murano could lose its foreign private issuer status if a majority of its ordinary shares are held by residents in the United States and it fails to meet any one of the additional “business
contacts” requirements. Although Murano intends to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, its loss of foreign private issuer status would make such provisions mandatory. The
regulatory and compliance costs to Murano under U.S. securities laws if it is deemed a U.S. domestic issuer may be significantly higher. If Murano is not a foreign private issuer, it will be required to file periodic reports and prospectuses
on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, it would become subject to the Regulation FD promulgated by the SEC, aimed at preventing
issuers from making selective disclosures of material information. It also may be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications
will involve additional costs. In addition, it may lose our ability to rely upon exemptions from certain corporate governance requirements of Nasdaq that are available to foreign private issuers. For example, Nasdaq’s corporate governance
rules require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors, and corporate governance matters. Nasdaq rules also
require shareholder approval of certain share issuances, including approval of equity compensation plans. As a foreign private issuer, Murano is permitted to follow home country practice in lieu of the above requirements. While it is not
currently using the following exemptions from certain Nasdaq corporate governance standards as of the date of this Report, as long as it relies on the foreign private issuer exemption to certain of Nasdaq’s corporate governance standards, a
majority of the directors on its board of directors are not required to be independent directors, its remuneration committee is not required to be comprised entirely of independent directors and it will not be required to have a nominating
and corporate governance committee. Also, Murano would be required to change its basis of accounting from IFRS as issued by the IASB to U.S. GAAP, which may be difficult and costly for it to comply with. If Murano loses its foreign private
issuer status and fails to comply with U.S. securities laws applicable to U.S. domestic issuers, it may have to de-list from Nasdaq and could be subject to investigation by the SEC, Nasdaq, and other regulators, among other materially adverse
consequences.
Murano Group’s financial reporting infrastructure requires enhancement to meet the requirements of a public company.
We are required to meet onerous standards of financial reporting and control to satisfy the needs of a company listed on Nasdaq and significant changes and enhancements are required to staffing and
infrastructure to deliver these requirements. The Murano Group is the consolidation and combination of several private entities under common control in 2024 and prior years, respectively; however, such entities were previously managed as a
family business. We were not previously required to perform an evaluation of internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act and it is likely if an evaluation had been performed, certain
control deficiencies may have been identified, and those control deficiencies could have also represented one or more material weaknesses.
Murano Group has identified material weaknesses in its internal control over financial reporting.
In connection with the audit of Murano Group’s Consolidated and Combined Financial Statements as of and for the year ended December 31, 2024, Murano Group’s management and its independent registered public
accounting firm identified deficiencies that Murano Group concluded represented material weaknesses in its internal control over financial reporting primarily attributable to its lack of an effective control structure and sufficient financial
reporting and accounting personnel. The material weaknesses in the control framework were identified and include the following:
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Lack of management review regarding the identification and assessment of the proper accounting of unusual significant transactions.
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Failure of design and implementation controls to properly evaluate the appropriateness of consolidated financial statements and disclosures in accordance with the applicable
framework.
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The Group does not have sufficient technical personnel with an appropriate level of technical experience required for timely and accurate financial accounting in accordance with IFRS and reporting
requirements, and
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Lack of sufficient technological infrastructure.
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This could result in material misstatements in Murano Group’s historical financial reports and, if Murano Group is unable to successfully remediate the material weaknesses, the accuracy and timing of Murano
Group’s financial reporting maybe adversely affected, investors may lose confidence in the accuracy and completeness of Arrival’s financial reports, and the market price of the Notes may be materially and adversely affected.
The Murano Group is in the process of enhancing the financial reporting infrastructure and internal control environment for the newly combined business including the hiring of suitably qualified personnel with
appropriate technical accounting knowledge and experience with respect to the design and implementation of a robust system of internal controls, the application of IFRS, and the implementation of a reporting structure to deliver internal and
external reporting befitting a Nasdaq listed company. Currently, the Murano Group is migrating the accounting system to Oracle Net Suite, a robust ERP that is expected to help the Murano Group to reduce manual processes and enhance the
control environment. We cannot assure you these actions will be effective to address any material weaknesses and if unable to successfully address we could be unable to report financial results accurately on a timely basis. Any failure to
timely provide required financial information could materially and adversely impact us, including a potential loss of investor confidence or delisting.
We may not be able to satisfy the listing requirements of Nasdaq or maintain a listing of our common stock on Nasdaq.
We are required to meet certain financial and liquidity criteria to maintain our Nasdaq listing. If we violate Nasdaq listing requirements or fail to meet any of its listing standards our common stock may be
delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair
our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock would significantly impair
our ability to raise capital and the value of your investment.
The fair value of our fixed assets requires subjective judgment and may be subject to volatility, which could significantly affect our financial condition.
The valuation of our fixed assets is inherently subjective due to the individual nature of the assets as well as the observable and unobservable inputs that are used in the calculation, as a result, valuations
are subject to uncertainty. Our fixed assets measured at fair value include land, construction in process and investment properties. The accounting policy choice under IFRS is a matter of judgment, in which case we believe that best reflects
the nature of our business. We determine the fair value of our assets using accredited independent appraisers.
Observable and unobservable inputs may be subject to change, volatility, uncertainty and may not be available in the future periods. As a result, there is no assurance that the valuations of our interests in
the properties reflected in our financial statements would reflect actual sale prices even where any such sales occur shortly after the financial statements are prepared.
Our results of operations include gain on revaluation adjustments on investment properties, which may fluctuate significantly over financial periods.
For the year ended December 31, 2024, we had a gain on revaluation of investment properties of Ps.$239.5 million. The adjustments were not actual cash flow transactions or generated from the sales or rental of
our investment properties. Unless such investment properties are disposed of at similarly revalued amounts, we will not realize the actual cash flow. The amount of revaluation adjustments has been, and will continue to be, significantly
affected by the prevailing property markets and will be subject to market fluctuations.
We cannot guarantee whether changes in market conditions will increase, maintain or decrease the fair value gains on our investment properties at historical levels or at all. In addition, the fair value of our
investment properties may materially differ from the amount we receive from any actual sale of an investment property. If there is any material downward adjustment in the revaluation of our investment properties in the future or if our
investment properties are disposed of at significantly lower prices than their valuation or appraised value, our business, financial condition, and results of operations may be materially and adversely affected.
The fair value of our fixed assets (including construction in process and land) may be harmed by certain factors that may entail impairment losses not
previously recorded.
Certain circumstances may affect the fair value of our real estate assets (whether operating or under construction), including, among other things: (i) a decrease in the average room rates and occupancy rates
in our Insurgentes 421 Hotel Complex and the Vivid Hotel, (ii) an increase in the applicable discounts rates at which we discount the anticipated operational cash flow of our assets, (iii) the absence of or modifications to permits or
approvals required for the construction and/or operation of any real estate asset, (iv) delays in completion of works beyond the anticipated target, (v) cost overruns, (vi) potential lawsuits that may affect our operations, whether or not we
are a party thereto, (vii) full or partial eminent domain proceedings (with or without compensation) regarding such real estate assets; and (viii) findings indicating soil or water contamination or the existence of historical or geological
antiquities that may require us to absorb significant cleaning, purification or preservation costs. In addition, certain laws and regulations applicable to our business where the legislation process undergoes constant changes may be subject
to frequent and substantially different interpretations, and agreements which may be interpreted by governmental authorities so as to shorten the term of use of real estate, which may be accompanied by a demolition or nationalization order
with or without compensation, may significantly affect the value of such real estate asset.
In addition to the items set forth above, our investment in our Insurgentes 421 Hotel Complex and the Vivid Hotel is subject to varying degrees of risk related to the ownership and operation of real property.
The fair value of the assets and income from our Insurgentes 421 Hotel Complex and the Vivid Hotel may be materially adversely affected by:
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changes in global and national economic conditions, including global or national recession;
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a general or local slowdown in the real property market, such as the recent global slowdown;
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political events that may have a material adverse effect on the hotel industry;
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competition from other lodging facilities, and oversupply of hotel rooms in Mexico City and Cancun;
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material changes in operating expenses, including as a result of changes in real property tax systems or rates or labor laws;
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changes in the availability, cost and terms of financing;
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the effect of present or future environmental laws;
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our ongoing need for capital improvements and refurbishments; and
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material changes in governmental rules and policies.
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Murano may be or become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders of Murano Ordinary Shares or Murano
Warrants.
In general, a non-U.S. corporation, such as Murano, will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes in any
taxable year in which, after applying relevant look-through rules with respect to the income and assets of its subsidiaries, (i) 75% or more of its gross income is passive income, and/or (ii) 50% or more of the value of its assets (generally
based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends,
interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
Based on the expected composition of Murano’s gross assets and income and the manner in which Murano expects to operate its business in 2025 and future years, Murano does not expect to be classified as a PFIC
for U.S. federal income tax purposes for Murano’s 2025 taxable year or in the foreseeable future. However, whether Murano is a PFIC is a factual determination made annually, and Murano’s status could change depending, among other things, upon
changes in the composition and relative value of its gross receipts and assets. Accordingly, there can be no assurances Murano will not be a PFIC for its 2025 taxable year or any future taxable years.
If Murano is a PFIC for any taxable year during which a U.S. holder owns Murano Ordinary Shares, the U.S. holder generally will be subject to adverse U.S. federal income tax consequences and additional
reporting requirements. U.S. holders of Murano Ordinary Shares and Murano Warrants should consult their tax advisors regarding the application of the PFIC rules to Murano and the risks of investing in a company that may be a PFIC. See “Material U.S. Federal Income Tax Considerations-Application of the PFIC Rules to Murano Ordinary Shares and Murano Warrants.”
Risk Related to the Ownership of Murano Ordinary Shares
Murano’s board of directors and management have significant control over Murano’s business.
Murano’s directors and executive officers beneficially own, directly or indirectly, in the aggregate, approximately 69,152,609 Murano Ordinary Shares, representing a maximum aggregate of approximately 87.2% of
the combined voting power of Murano’s outstanding capital stock (excluding any warrants, options or other securities exercisable for Murano Ordinary Shares). As a result, in addition to their day-to-day management roles, Murano’s executive
officers and directors are able to exercise significant influence on Murano’s business as shareholders, including influence over election of members of the board of directors and the authorization of other corporate actions requiring
shareholder approval.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our securities, the price of our securities could
decline.
The trading market for Murano’s securities will be influenced by the research and reports that industry or securities analysts may publish about Murano, its business, market or competitors. Securities and
industry analysts do not currently, and may never, publish research on Murano. If no securities or industry analysts commence coverage of Murano, Murano’s share price and trading volume would likely be negatively impacted. If any of the
analysts who may cover Murano change their recommendation regarding Murano Ordinary Shares adversely, or provide more favorable relative recommendations about its competitors, the price of Murano Ordinary Shares would likely decline. If any
analyst who may cover Murano were to cease coverage or fail to regularly publish reports, Murano could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.
Murano’s pre-Business Combination shareholders and the HCM Initial Shareholders are subject to lock-ups and as a result, there may be limited liquidity for
Murano Ordinary Shares.
Murano’s pre-Business Combination shareholders and the HCM Initial Shareholders, who are subject to lock-ups, hold maximums of approximately 87.2% and 11.1%, respectively, of Murano Ordinary Shares following
the Business Combination exclusive of the dilutive impact of the exercise and conversion of certain securities. On a fully-diluted basis, the HCM Initial Shareholders hold a maximum of 9.2% of the total outstanding shares. Such shareholders
are subject to the lock-ups described elsewhere in this Report, and as a result there may initially be limited liquidity in the trading market for our shares. In addition, even once the applicable lock-up periods expire, the liquidity for our
shares may remain limited given the substantial holdings of such shareholders, which could make the price of our shares more volatile and may make it more difficult for investors to buy or sell large amounts of our shares.
There are no current plans to pay cash dividends on Murano Ordinary Shares for the foreseeable future.
Murano may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay
dividends as a public company in the future will be made at the discretion of Murano’s board of directors and will depend on, among other things, Murano’s results of operations, financial condition, cash requirements, contractual
restrictions, applicable law and other factors that Murano’s board of directors may deem relevant. In addition, Murano’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its
subsidiaries incur. As a result, you may not receive any return on an investment in Murano Ordinary Shares unless you sell your shares for a price greater than that which you paid for it.
If Murano were to pay dividends, holders of Murano Ordinary Shares could be subject to withholding taxes on those dividends.
As a matter of current United Kingdom tax law, Murano is not required to withhold any amounts on account of United Kingdom tax at source from dividend payments it makes in respect of the Murano Ordinary Shares.
However, there is no guarantee that the United Kingdom will not change its laws in the future to impose withholding tax on dividends.
An active trading market for Murano Ordinary Shares may not develop.
Prior to the Business Combination, there was no public market for Murano Ordinary Shares. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on Nasdaq
or otherwise, or how liquid that market might become. If an active market does not develop, you may have difficulty selling any Murano Ordinary Shares. An inactive market may also impair Murano’s ability to raise capital by selling Murano
Ordinary Shares and may impair our ability to acquire or make investments in companies, products or technologies for which we may issue equity securities to pay for such acquisition or investment.
Future resales of the Murano Ordinary Shares issued in connection with the Business Combination may cause the market price of Murano Ordinary Shares to
drop significantly.
Murano’s pre-Business Combination shareholders and the HCM Initial Shareholders, who are subject to lock-ups, hold maximums of approximately 87.2% and 11.1%, respectively, of Murano Ordinary Shares following
the Business Combination. On a fully-diluted basis, the HCM Initial Shareholders would hold a maximum of 9.1% of the total outstanding shares assuming maximum redemptions. Upon expiration of the applicable lock-up period(s) for these
shareholders, and upon the effectiveness of any registration statement Murano files pursuant to the Registration Rights Agreement or the Subscription Agreements, in a registered offering of securities pursuant to the Securities Act or
otherwise in accordance with Rule 144 under the Securities Act, such Murano shareholders may sell Murano Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in
the trading price of the Murano Ordinary Shares or putting significant downward pressure on the price of the Murano Ordinary Shares. Further, sales of Murano Ordinary Shares upon expiration of the applicable lock-up period(s) could encourage
short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are
used to capitalize on an expected decline in the security’s price. As such, short sales of Murano Ordinary Shares could have a tendency to depress the price of the Murano Ordinary Shares, which could further increase the potential for short
sales.
Murano cannot predict the size of future issuances or sales of Murano Ordinary Shares or the effect, if any, that future issuances and sales of Murano Ordinary Shares will have on the market price of the Murano
Ordinary Shares. Sales of substantial amounts of Murano Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing
market prices of Murano Ordinary Shares.
The market price for Murano Ordinary Shares may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the
volumes, prices and times desired.
The market price of Murano Ordinary Shares may be highly volatile, which may make it difficult for you to sell your shares at the volumes, prices and times desired. Some factors that may have a significant
effect on the market price of Murano Ordinary Shares include:
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actual or anticipated fluctuations in our operating results or those of our competitors;
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changes in economic or business conditions;
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changes in governmental regulation; and
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publication of research reports about us, our competitors, or our industry, or changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financial and operating
performance, or lack of research reports by industry analysts or ceasing of analyst coverage.
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Murano’s issuance of additional securities in connection with financings, acquisitions, investments, equity incentive plans or otherwise would dilute all
other shareholders.
Murano may issue additional securities in the future. Any such issuance would result in dilution to all other shareholders. In the future, Murano may issue additional securities, including as a grant of equity
awards to employees, directors and consultants under our equity incentive plans, to raise capital through equity financings or to acquire or make investments in companies, products or technologies for which we may issue equity securities to
pay for such acquisition or investment. Any such issuances of additional securities may cause shareholders to experience significant dilution of their ownership interests and the per share value of Murano Ordinary Shares to decline.
Murano’s board of directors will have the ability to issue blank check preferred securities, which may discourage or impede acquisition efforts or other
transactions.
Murano’s board of directors will have the power, subject to applicable law, to issue series of preferred securities that could, depending on the terms of the series, impede the completion of a merger, tender
offer or other takeover attempt. For instance, subject to applicable law, a series of preferred securities may impede a business combination by including class voting rights, which would enable the holder or holders of such series to block a
proposed transaction. Murano’s board of directors will make any determination to issue shares of preferred securities based on its judgment as to our and our shareholders’ best interests. Murano’s board of directors, in so acting, could issue
shares of preferred securities having terms which could discourage an acquisition attempt or other transaction that some, or a majority, of the shareholders may believe to be in their best interests or in which shareholders would have
received a premium for their securities over the then-prevailing market price of the securities.
Jersey company law will require that Murano meet certain additional financial requirements before it can declare dividends, make distributions or
repurchase shares.
Under the Jersey Companies Law, Murano will be able to declare dividends, make distributions from any source (other than the nominal capital account or capital redemption reserve) or repurchase its own shares
using any source of funding. The directors of a Bailiwick of Jersey company which authorize a distribution or repurchase of its own shares must make a statutory solvency statement in the form set out in the Jersey Companies Law.
| ITEM 4. |
INFORMATION ON THE COMPANY
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| A. |
History and Development of the Company
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Business Combination
On March 20, 2024, Murano PubCo announced the completion of the previously announced business combination with HCM, pursuant to the amended & restated business combination agreement, dated as of August 2,
2023, by and among Murano, HCM, Murano PV, Elías Sacal Cababie, ESAGRUP, Murano Global B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, having its official seat in
Amsterdam, the Netherlands and registered with the Dutch trade register under number 89192877, MPV Investment B.V., a private limited liability company under Dutch law, having its official seat in Amsterdam, the Netherlands and registered
with the Dutch trade register under number 89196651, and New CayCo (the “Original Business Combination Agreement”, as amended by the First Amendment to the Business Combination Agreement, dated as of December 31, 2023, the “Business
Combination Agreement”).
In connection with, and prior to, the Business Combination, on March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd.” into a public limited
company operating under the name “Murano Global Investments PLC”.
Pursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of New CayCo
ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano Global Investments (the “Merger”) and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and
controlled from, and resident for tax purposes in, the United Kingdom.
In addition, at the effective time of the Merger, (i) each issued and outstanding HCM ordinary share, par value $0.0001 per share (the “HCM Ordinary Shares”) was automatically canceled and extinguished, and
each holder of HCM Ordinary Shares received merger rights representing a corresponding number of Murano ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding warrant to purchase one HCM
Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into and represent a right to acquire Murano Ordinary Shares (each, a “Murano Warrant”) and each Murano Warrant (a) has an exercise price
of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year anniversary of the closing date of the Business Combination (i.e., March 20, 2029).
As a result of the foregoing transactions, there were 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.
On March 14, 2024 Murano Global Investments incorporated the entity Murano Service Operations Limited in Dublin, Ireland. The purpose of the new entity is to help Murano to optimize the performance of its
operating assets by acting as a marketing and business services provider to the Murano Group.
On March 21, 2024, Murano’s ordinary shares and warrants commenced trading on the Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
Murano Group Reorganization Prior to Business Combination
Prior to and in connection with the Business Combination, the Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose of, among other
aspects, Murano Global Investments becoming the ultimate parent company of the Murano Group consolidating all the subsidiaries of the Group as well as being the shareholder of 99.99% of the stock of Murano PV (the “Murano Group Reorganization”).
Pursuant to the Murano Group Reorganization, prior to and in preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower, entered into a loan
agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii) Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.
For more information about the Murano Group Reorganization transactions, see “Item 5—Operating and Financial Review and Prospects—A. Operating Results—Murano Group
Reorganization Prior to Business Combination.”
Corporate Information
Our principal corporate offices are located at 25 Berkeley Square, London W1J 6HN, United Kingdom (+44 20 7404 4140) and at FFCC de Cuernavaca No. 20, 12 Floor, Lomas de Chapultepec, Sección III, Miguel Hidalgo, 11000, Mexico City, Mexico
(+52-55-92-67-83-60). Murano Group’s website address is https://www.murano.com.mx/en/. This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our
website, even if it might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this Report and you should not rely on any such information in making your decision whether to
purchase our ordinary shares.
The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http www.sec.gov. This
URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink.
Recent Developments
On January 5, 2024, April 9, 2024, and December 3, 2024, we entered into the Finamo Loans as defined and discussed in “Item 5—Operating and Financial Review and Prospects—B.
Liquidity and Capital Resources—Debt—Finamo Loans.”
On March 20, 2024, we completed the Business Combination as discussed in “- A. History and Development of the Company—Business Combination.”
On September 12, 2024, we issue the 2031 Notes which proceeds were used to (i) repay existing debt facilities of the Murano Group (including the GIC I Loan), (ii) fund the applicable debt service reserve
account, (iii) pay transaction costs and expenses, and (iv) fund working capital and support completion costs with respect to the GIC I Hotel.
On September 30, 2024, The Group restructured its debt with Exitus Capital and substitute the remaining balance of the three loans signed at that date in the amounts of U.S.$15 million, U.S.$2.4 million and
U.S.$715k, respectively. The amount of the new credit line was U.S.$18.1 million
On October 17, 2024, the Group and NAFIN signed a secured loan agreement up to U.S.$70.3 million. This loan is intended to assist the Group with its working capital. The Group received the tranche A and part of
the tranche B on October 28, 2024, in the amount of U.S.$54.9 million at the signature date of the agreement.
On January 30, 2025, Murano World signed a loan agreement with Sofoplus up to US. $6 million with draws of US $871k and $5.1 million on January 31, 2025, and February 13, 2025. This loan has to pay monthly
interest at the annual interest rate of 16%, with maturity on February 1, 2028.
On March 7, 2025, Murano World extended the maturity of the Santander loan in the amount of US.$1.5 million from March 7, 2025, to March 7, 2027.
On March 12, 2025, the Issuer Trust and Tecnología en Cuentas por Cobrar, S.A.P.I. de C.V., as supervisor under the Issuer Trust, used the amounts on deposit in the debt service reserve account of the Issuer
Trust to make the payment of the coupon corresponding to such date.
On April 4, 2025, Murano World repaid in full the outstanding balance of the sale and lease back agreement with Exitus at that date in the amount of $3,3 million.
On April 22, 2025, Operadora GIC I, on behalf of itself and the Issuer Trust, gave notice of the occurrence of a Rapid Amortization Event due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least
1.0:1.0 as of the calculation date falling on March 31, 2025. Such Rapid Amortization Event did not result in the debt being callable under the terms of the Senior Secured Notes.
On April 30, 2025, the Issuer Trust gave notice to CIBanco, as trustee of the GIC I Trust, Banco Actinver, S.A., Institución de Banca Múltiple, as onshore collateral agent, and The Bank of New York Mellon, as
indenture trustee, that as of the Calculation Date falling on March 31, 2025, the Debt Service Coverage Ratio was 0.55x.
As of the date of the issuance of these Consolidated and Combined financial statements the Group did not make interest or lease payments, as applicable, under the Leases for the months January, February March
and April 2025. Such payment defaults (in addition to defaults existing as of December 31, 2024) could also trigger cross-defaults under other debt and lease instruments in respect of which the Group is an obligor. Management is reviewing
potential defaults and expects to proactively engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of issuance of these financial statements.
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Business Overview
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Overview
On March 20, 2024, Murano PubCo, completed the Business Combination described in more detail under “Item 4. Information on the Company—A. History and Development of the
Company-Business Combination.” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
We are an international development corporate group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico with a
vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction, management, and
operation of a wide variety of industrial, business, tourism real estate projects, among others. We have a national footprint and international outreach aimed at institutional real estate investors.
We were formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) Project
Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Operational Hotels
Our current portfolio of operational hotels (the “Operational Hotels”) consists of:
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Andaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational
since the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant for
pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.
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Mondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been
operational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including a “Sky Bar” restaurant, a “Terraza” bar and a “Flower Shop” coffee shop.
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Vivid Hotel: the Hyatt Vivid Grand Island operated by Hyatt is part of the GIC I Hotel in the GIC Complex in Cancun. Recently completed and operational since April
2024, the Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty
restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for events.
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The Grand Island Beach Club is part of the GIC Complex in Cancun and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to future hotels located in
the GIC Complex.
Project Under Completion
The Murano Group is also developing a leisure and residential complex in the GIC Complex, which was previously expected to include approximately 1,016 hotel rooms and 1,254 condominiums, including a convention
center (under the World Trade Center brand), a water park and a beach club (the “Project Under Completion”). In light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors have
revised the Group’s strategic development pipeline to prioritize the development and commercialization of condominiums (residential units), which we believe better serves the interests of the Group’s shareholders.
The GIC Complex is being developed in two phases. Phase one, which is nearing completion, was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, already operational under the
“Vivid” brand, an adults-only concept; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow the Group, in coordination
with the hotel operator, to apply insights from the operation of the Vivid Hotel and to complete certain improvements. These include enhancements required to meet the hotel operator’s global building standards and updates to the common areas,
including expanded meeting and event spaces.
The Group is currently conducting a strategic review of the GIC I phase. While the existing plan continues to contemplate the full buildout of 1,016 hotel rooms, it is increasingly unlikely that this target
will be maintained. The Group is evaluating whether to proceed with this plan or pursue alternative development options, including the potential replacement of the Dreams Hotel component with additional residential units. As part of this
review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services agreement with the hotel operator.
Projects to be Developed
We currently own the following projects that we plan to develop (the “Projects to be Developed”):
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GIC Phase II: part of the new strategic pipeline, phase two is planned to consist is planned to consist of a total of approximately 1,254 condominiums, divided into
four condominium towers with partial views of the ocean, lagoon and/or adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa,
coworking rooms, among others. The Group’s management and board of directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately
U.S.$87.2 million.
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Baja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per year. The Group is in early-stage discussions regarding financing terms
with a national bank and has signed a memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost approximately U.S.$136 million.
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Baja Marina: Development of a marina consisting on approximately 15,000 linear ft slip spaces. We expect the development of the Baja Marina to cost approximately
U.S.$32 million.
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Baja Retail Village: Development of Baja Retail Village with a leasable area of approximately 45,000 sqm. We expect the development of the Retail Village to cost
approximately U.S.$55 million.
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Resort Property in Baja Development Project: this resort is expected to have two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.
Based on preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet begun the process of trying to secure financing for the development
of this project. Therefore, we do not know when and if we will be able to begin construction of this project.
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Baja Park Development Project: this industrial park project in Ensenada, will consist of 363,262 sqm of
leasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin construction of this
project. We expect the development of the Baja Park to cost approximately U.S.$122 million.
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The Group is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with Hyatt
Inclusive Collection, with respect to the GIC I Hotel regarding potential changes to the current operations and administration services agreement).
The GIC Phase II, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we plan to develop
subject to planning and environmental approvals as well as Murano Group being able to secure financing on acceptable terms.
Our portfolio is expected to be comprised of all-inclusive resorts and residential condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii) convenient air
access from a number of North American and other international gateway markets; (iii) strategic locations in popular vacation destinations in Mexico with strong government commitments to tourism; (iv) high quality physical condition; and (v)
capacity for further growth through incremental renovation or repositioning opportunities. We believe that the resorts of our portfolio will have a competitive advantage due to their location, amenities offering, large-scale and
guest-friendly design.
Management of the Hotels
We have entered into long-term hotel management agreements with (i) Hyatt, under the Andaz brand, to operate the Andaz Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), (ii) Accor, under the
Mondrian brand, to operate the Mondrian Hotel (part of the Insurgentes 421 Hotel Complex in Mexico City), and (iii) Hyatt, through Hyatt Inclusive Collection, to operate the Vivid Hotel and the Dreams Hotel (part of the GIC I Hotel in
Cancun).
We believe these to be world-renowned hotel management companies recognized for their high-quality service, sophisticated and innovative loyalty programs, vacation clubs, modern reservation systems and global
distribution channels.
Market Opportunity
We believe there is an extraordinary market opportunity for our hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural center and
business hub representing approximately 14.8% of the country’s GDP. While there are multiple hotel developments that compete with us in terms of quality and geographic location within the city, most of these will be opening after 2025 and are
of a smaller scale.
Cancun is the top destination in the Caribbean with more than two times the number of passenger arrivals as Puerto Rico, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming
years will be near the historical levels seen before the COVID-19 pandemic. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number of hotel rooms, creating an
opportunity in the hospitality industry.
Competitive Strengths
We believe the following are our key competitive strengths:
Luxury Hotel Assets with Naturally Hedged Revenues at Strategic International Destinations
We own five-star upper-scale Hotels, consisting of: (i) the Andaz Hotel and the Mondrian Hotel, currently operational, in the Insurgentes 421 Hotel Complex in Mexico City, and (ii) the GIC I Hotel in Cancun,
consisting of the Vivid Hotel, currently operational, and the Dreams Hotel (Project Under Completion). We believe the Hotels and resort properties therein represent a competitive advantage due to their privileged locations in areas with
dynamic demand characteristics and high barriers to entry, strong brand affiliations, superior amenities offerings, and their large-scale and cutting-edge architectural design. The properties’ prime real estate and strategic locations are
expected to generate significant tourist interest and business activity and strong demand for superior lodging.
The Insurgentes 421 Hotel Complex is located in the Condesa neighborhood, one of the trendiest and most popular districts in Mexico City, Mexico’s most important business and cultural center. Surrounded by
tourist attractions, landmarks, parks and a vibrant restaurant scene, Condesa is located within walking distance of Paseo de la Reforma, close to the city’s historic center and main financial district, and only 12 kilometers from Mexico
City’s international airport, the country’s largest in terms of passenger traffic. GIC I Hotel all-inclusive luxury resort is located in the area between Delfines Beach and the Nichupté Lagoon in Cancun, Mexico’s leading tourist destination,
next to the Iberostar Golf Club in the north of Punta Nizuc, the archeological zone of San Miguelito, and only 14 kilometers away from Cancun’s international airport, the country’s second largest in terms of passenger traffic.
The strategic locations attract substantial international demand from leisure and business visitors, including guests from the United States and Canada. Accordingly, we expect that a substantial portion of our
revenues will be denominated in or linked to the U.S. dollar, while most of our operating expenses will be in pesos, providing us with a natural hedge for our U.S. dollar-denominated debt. It is market practice to quote and charge daily rates
for luxury hotels in U.S. dollars in both Mexico City and Cancun.
In addition, we expect the Hotels to feature state-of-the-art technology and amenities, including restaurants, bars, conference centers, ballrooms, pools, spas, gyms and, in the case of the GIC Complex, the GIC
Retail Village, GIC Water Park and the largest convention center in the region operated under the name of the WTCA. We have designed and believe our properties are positioned to be the preferred destination for leisure, business and group
travelers.
Attractive Industry Fundamentals in the Mexican Leisure and Business Travel Sectors
Mexico is a preferred tourist destination with a consistently high level of annual visitors. During 2020, largely due to the impact of the COVID-19 pandemic, Mexico ranked second among the world’s most visited
countries and first in the Americas. Prior to 2020, Mexico ranked seventh among the world’s most visited countries. Mexico’s tourism industry has shown strong and sustained fundamentals through the years. Its rich cultural and natural
offering is supported by a superior tourism-related infrastructure and high connectivity with key gateway markets in the United States and Canada through well-connected airports. The country’s tourism industry has proven to be resilient even
throughout the COVID-19 pandemic, which had a material adverse impact on the tourism industry globally. Mexico suffered the lowest decline in tourism out of the top 10 travel destinations in the world.
The destinations where our properties are located experienced significant growth in international tourism prior to the COVID-19 pandemic, with relatively high occupancy rates in Cancun and Mexico City. Cancun
has been consistently ranked as the most popular tourist destination in the Caribbean, based on World Bank data, and one of the most visited cities in the world. It also receives a large share of visitors from the United States and Canada.
Mexico City, the country’s capital, is also a popular tourist destination, with three UNESCO World Heritage Sites containing five historic buildings dating back to the 16th century. Mexico City is known as a
popular tourist destination and a technology hub characterized by a thriving modern business environment. Mexico City’s booming business scene likely results from its unique ability to offer opportunities to combine business and culture at a
reasonable cost. The city is an important financial center and global economic hub and is often described as the cultural Mecca of Latin America.
As global travel and tourism continue to increase post the COVID-19 pandemic, we expect a strong and sustainable recovery in the lodging industry in Mexico. We believe that our properties are exceptionally
well-located to allow them to benefit from long-term positive trends in the tourism markets of Cancun and Mexico City.
Long-term Strategic Partnerships with World Class Designers, Construction Companies, and Hotel Operators with Global Premium Hospitality Brands
We benefit from the experience and expertise of our internationally recognized design, construction, engineering, and project management partners. The GIC Complex has been designed by HOK—the largest U.S.-based
design, architecture, engineering and urban planning firm—and GIC Complex’s landscaping, outdoor amenities and aquatic parks have been designed by EDSA, a renowned U.S.-based planning, landscape architecture and design firm. The supervision
of the construction and engineering process is managed by Ideurban, a leading construction management firm with over 70 years of experience managing the construction of emblematic hotels in Mexico, including the St. Regis Ciudad de Mexico,
St. Regis Punta Mita and Westin Brisas Ixtapa. We believe the skills and capabilities of these partners and their substantial experience successfully designing, constructing, and managing premier quality hotels and resorts enhances the value
of our properties.
Hyatt is the largest operator of luxury hotels in Mexico and the Caribbean, and of luxury all-inclusive resorts in the world. As of December 31, 2024, Hyatt had 71 hotels in Mexico, 53.5 million Loyalty program
members, and presence in over 76 countries across the globe. Accor is a leading hotel management service provider with more than 851,000 rooms across 110+ countries and more than 110 hotels in the pipeline for LatAm.
Hyatt and Accor are industry-leading hotel operators with world-renowned premium hotel brands and by partnering with them we expect to maximize the cost structure and performance of our properties by leveraging
their superior customer-oriented approach, marketing capabilities and profound experience as hotel operators. More specifically, their sophisticated loyalty and vacation club programs, modern and robust reservation systems, global
distribution channels, marketing infrastructure, effective product segmentation and strong customer awareness will position our properties among the top hotels and resorts in Mexico City and Cancun.
Insurgentes 421 Hotel Complex
The Andaz Hotel is operated by Hyatt under the Andaz brand (owned by Hyatt), who has a strong combination of global loyalty programs and local know-how in the location. Additionally,
the Mondrian Hotel is operated by Accor under the Mondrian brand (owned by Accor) as its first luxury hotel property in Mexico City, making the location its flagship hotel in Latin America. As such, we believe Accor will have strong
incentives to provide high-quality management. Though the Andaz Hotel and the Mondrian Hotel are separate hotels and operators, both brands coexist within the same building, allowing for operating efficiencies, a wider product offering and
capturing a larger target market.
In addition, to maximize our partnership with Hyatt and Accor we have structured long-term hotel management agreements. Accor’s agreement for the Mondrian Hotel includes a fee arrangement tied to occupancy and
performance targets consistent with the quality of the property, based on a minimum amount of adjusted gross operating profit. As part of that agreement, Accor will be entitled to a base fee of 2.0% of gross revenue the first year, as well as
fees related to food & beverage (up to 2% of gross revenue per annum); in addition, Accor will be paid an incentive fee of 15% over the special adjusted gross operating profit (meaning the gross operating profit, less the following: (i)
base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution; and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by OHI421 Premium
in connection with the development, construction, initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel)).
In respect of the Andaz Hotel, Hyatt will be entitled to a base fee as follows: (a) (i) 1.6% of gross revenue in the first fiscal year, (ii) 2.1% of gross revenue in the second fiscal year, and (iii) 2.6% of
gross revenue in the third and subsequent fiscal years; and (b) a royalty fee of 0.4% of gross revenue per annum. In addition, Hyatt is entitled to an incentive fee payment if the gross operating profit margin exceeds 20.01%. The incentive
fee will be based on a percentage of annual gross profits, with multiple step-ups capped at 10% when gross operating profit margin exceeds 40%.
GIC Complex
The GIC I Hotel is operated by Hyatt, through Hyatt Inclusive Collection, under the Dreams (family oriented) and Vivid (adults only) brands. As the leading luxury all-inclusive resort operator in Mexico, Hyatt
is also a top U.S. seller of all-inclusive vacation packages. Via its Apple Leisure Group subsidiary driven by loyalty and growth of the customer base, Hyatt offers the end-to-end
solutions: (i) Inclusive Collection, the world’s largest portfolio of luxury all-inclusive resorts, (ii) ALG Vacations, a booking platform that provides all-inclusive vacation experiences including flights, transport, excursions, and resort
packages, and (iii) Unlimited Vacation Club, a membership program providing exclusive offers at all of their all-inclusive luxury resort properties.
Regarding the GIC I Hotel and GIC II Hotel, Hyatt will be entitled to 3% of annual gross revenue and an incentive fee equal to 10% of annual gross profit.
Committed Sponsor and Experienced Management Team with a Solid Track Record
The Murano Group is an experienced real estate developer dedicated to acquiring, developing, and owning high-end residential properties, luxury hotels, and industrial real estate in Mexico. Murano Group’s
current portfolio of city and beach properties spans the country’s most popular and desirable cities. Since its formation in 1999, Murano Group has sold 2,174 condominiums, and has developed, or is in the process of developing, multiple
resorts and hotels. It has also invested over U.S.$64.6 million in its landbank and constructed over 465,555 sqm, investing U.S.$435.7 million in aggregate.
Green Certified Hotels with a Long-Term Commitment to Sustainability
The Andaz Hotel and the Mondrian Hotel have received the EDGE Green Building Certification. Excellence in Design for Greater Efficiencies (“EDGE”) is a green building standard and certification system developed
by the International Finance Corporation and applicable in 140 countries. The areas of assessment on the environmental performance of the buildings include: (i) climate conditions of the location, (ii) building type and output use, (iii)
design and specifications and (iv) calculation of end-use demand, which considers overall energy demand, heating, ventilation and air condition, water demand and estimations on rainwater harvesting or recycled waters on-site. To achieve an
EDGE certification, a building must demonstrate a minimum of 20% reduction in operational energy consumption, water use, and embodied energy in materials as compared to typical local practice.
Investment Grade Property Insurance Providers
The properties are covered by top investment grade insurance providers. The GIC I Hotel is covered by GMX Seguros and the Andaz and Mondrian Hotels in Mexico City are covered by AXA Insurance. The insurance
policies are designed to uphold high standards of coverage, including: (i) full building replacement cost, (ii) building, improvements and adaptations, contents and consequential losses, and (iii) covered risks including earthquake,
hydro-meteorological and fire.
Business and Growth Strategies
Maximize Profitability through Active Asset Management
We intend to continually improve the operating performance and profitability of our portfolio. To do so, together with the hotel operators, we will seek to identify revenue-enhancement opportunities and drive
cost efficiencies to maximize the operating performance, cash flow, and value of each property. As active owners, we provide direction and oversight to the hotel operators and continuously evaluate their plans and strategies, including those
to be implemented to optimize the performance of each property. To that end, we will regularly conduct sales, marketing, and financial performance reviews designed to identify strengths and weaknesses that can be addressed to enhance property
performance and conduct periodic on-site meetings with property and regional personnel and in-depth operational reviews focused on identifying new and ongoing margin improvement initiatives.
Maintain a Stable and Efficient Capital Structure
We are committed to maintaining a capital structure in line with our cash flow generation while providing attractive returns for our shareholders. We seek to tailor our debt portfolio to ensure a reasonable
cost of capital, and to match the long-term nature of our asset base. We are also focused on maintaining appropriate levels of liquidity.
Leverage Our Partnerships with Leading Industry Hotel Operators to Drive Occupancy, ADR and RevPAR Growth
We leverage our partnerships with Hyatt and Accor and utilize their world-renowned brands, depth of experience, unique understanding of resort operations, track record in our specific markets, robust
reservation and marketing infrastructure and networks, effective product segmentation, vacation club services, loyalty programs, and strong customer awareness. We believe these experienced operators will deliver a distinctive lodging
experience to our hotel guests, and their operational expertise will drive occupancy, ADR and RevPAR growth at our properties. We also believe their substantial experience and expertise in our markets will mitigate the hotel integration and
utilization risk that may otherwise exist with new entrants in the competitive Mexico City and Cancun markets.
Diversify our Revenue Mix
We expect to capitalize on the state-of-the-art amenities at the Hotels, as well as their strategic locations, to diversify our revenue mix. We expect the superior amenities at our properties, including
restaurants, bars, spas, and facilities for large conferences, banquets, and weddings, will provide an additional source of operating cash flows and reduce overall sensitivity to seasonal changes in demand for lodging among leisure and
business travelers. We also believe that the operation of the properties of the Hotels under different brands that target different demographics and customer preferences will further diversify our sources of revenue.
Integrated ESG Strategy, Environmental Certifications and Green Bond Framework
We expect to implement an integrated environmental and corporate governance (“ESG”) strategy. We recognize that developing real estate assets is a high-impact industry with respect to environmental, social and
governance factors. Consequently, we have adopted a construction model that includes sound environmental features in our buildings by controlling our construction process, focusing on the environmental performance of our properties, and
emphasizing energy efficiency.
Our strategy relies on innovation and sustainability as the fundamental pillars to develop our projects, which will drive us to generate value while designing and operating highly efficient and sustainable
hotels. We will implement projects that engage sustainable construction, champion social priorities related to construction, and serve as a model for ethical governance in the real estate and hospitality sector. In order to have a clear and
constant assessment of the implementation of these practices, we will use commercially reasonable efforts to have all our properties certified by EDGE.
Furthermore, we prioritize social, environmental, and biodiversity issues in all the locations in which we operate. Our corporate social responsibility activities have the ultimate goal of positively impacting
one or more of the 17 United Nations’ Sustainable Development Goals, with a focus on those sustainable development goals for which it has a greater responsibility, such as creating more sustainable cities, promoting innovation in industrial
sectors and fighting climate change, in the context of the environment in which we operate and the nature of our business as a real estate developer.
Develop and Maintain Dialogue with all Stakeholders in the Community and Protect the Environment
We intend to continue to work proactively to identify, evaluate, and work to control all safety risks and prevent any negative impact on our Group’s employees and contractors, as well as the communities and the
environment in the vicinity of our existing assets. We intend to continue to follow strict policies for environmental protection in our operations aligned with applicable laws and regulations and international sustainable business practices.
We intend to develop trustworthy relationships based on transparency and mutual benefit with our communities, workers, subcontractors, suppliers, guests, and all of our relevant stakeholders.
Description of the Properties
See “Item 4. Information on the Company—D. Property, Plant and Equipment” for descriptions of our properties and the construction methods, material agreements and
project agreements related to our properties.
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt” for descriptions of the existing indebtedness related to our
properties.
Insurance
Murano Group’s resorts carry what Murano Group believes are appropriate levels of insurance coverage for a business operating in the lodging real estate industry in Mexico. This insurance includes coverage for
general liability, property, workers’ compensation and other risks with respect to Murano Group’s business and business interruption coverage.
This general liability insurance provides coverage for claims resulting from Murano Group’s operations, goods and services, and vehicles. Murano Group believes these insurance policies are adequate for
foreseeable losses, and on terms and conditions that are reasonable and customary with solvent insurance carriers.
Competition
Our hotels will compete with other hotels for guests in each of their markets on the basis of several factors, including, among others, location, quality of accommodations, convenience, brand affiliation, room
rates, service levels and amenities, and level of customer service. Competition is often specific to the individual markets in which our hotels are located and includes competition from existing and new hotels operated under premium brands in
the segments in which we operate. We believe that hotels such as the hotels in our portfolio, that are affiliated with leading national and international brands, such as the brands of Hyatt and Accor, enjoy the competitive advantages
associated with operating under such brands. Increased competition could harm our occupancy and revenues and may require us to provide additional amenities or make capital improvements that we otherwise would not have to, which may materially
and adversely affect our operating results and liquidity.
The existing and upcoming luxury hotel offerings are aligned with the vibrant pulse of the city, providing a deep connection to the local culture and unique experiences. Andaz Condesa and Mondrian Condesa
embody this vision, delivering high-end hospitality with a focus on contemporary design and cultural integration. In the coming years, these hotels are expected to continue benefiting from the dynamic luxury market in the area, with potential
increases in rates as competition and demand for authentic and sophisticated experiences continue to grow.
Cancun is the top destination in the Caribbean with more passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years will maintain
its levels achieved in 2024, which have surpassed those seen before the COVID-19 pandemic by approximately 14%. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number
of hotel rooms, creating an opportunity in the hospitality industry. Available hotel rooms in Cancun, per the most recent available data for June 2023 shows 35,250 available hotel rooms, compared to 35,115 available hotel rooms in 2019, prior
to the COVID-19 pandemic. By 2023, passenger arrivals in Cancun had already surpassed 2019´s figures
Seasonality
The seasonality of the lodging industry and the location of Murano’s resorts in Mexico and the Caribbean generally result in the greatest demand between mid-December and April of each year, yielding higher
occupancy levels and package rates during this period. This seasonality in demand has resulted in predictable fluctuations in revenue, results of operations and liquidity, which are consistently higher during the first quarter of each year
than in successive quarters.
Marketing
The commercial strategy for Hyatt Vivid Grand Island emphasizes targeted promotions across key markets, including the USA, Canada, Asia, Latin America, and Europe, supported by major campaigns like “Savor the
Sunshine” and partnerships with OTAs and tour operators. The hotel focuses on growing segments such as weddings, golf, and MICE, while leveraging direct channels and loyalty programs like World of Hyatt. Customized offers for niche markets
and exclusive UVC promotions further enhance demand generation and brand positioning throughout the year.
The commercial strategy for Mondrian Mexico City Condesa prioritized maximizing the average daily rate and departmental profits through dynamic pricing and cost control, while securing corporate and incentive
group business despite space limitations. Direct booking campaigns such as “Book Direct & Save” and “Suite Savings” drove growth in the average daily rate, complemented by aggressive pricing strategies through online travel agencies and
wholesale channels to build occupancy. Marketing efforts boosted visibility and conversions through digital channels, social media, and targeted email campaigns.
The commercial strategy for Andaz prioritized revenue growth in the transient and group segments through loyalty promotions, negotiated corporate rates, and strong wholesaler partnerships, while mitigating
shortfalls in banquets. Key accounts and online travel agencies drove demand, supported by proactive sales blitzes and digital marketing campaigns. Expense control and dynamic pricing further enhanced profitability despite challenges in the
group and events business.
Cyclicality
The lodging industry is highly cyclical in nature. Fluctuations in operating performance are caused largely by general economic and local market conditions, which subsequently affect levels of business and
leisure travel. In addition to general economic conditions, new hotel and resort room supply is an important factor that can affect the lodging industry’s performance, and over-building has the potential to further exacerbate the negative
impact of an economic recession. Room rates and occupancy tend to increase when demand growth exceeds supply growth. A decline in lodging demand, or increase in lodging supply, could result in returns that are substantially below
expectations, or result in losses, which could have a material adverse effect on Murano’s business, financial condition, liquidity and results of operations. Further, many of the costs of running a resort are fixed rather than variable. As a
result, in an environment of declining revenues, the rate of decline in earnings is likely to be higher than the rate of decline in revenues.
Intellectual Property
Murano and its affiliates own rights to trademarks, trade names, and service marks that they use in connection with the operation of their business, including their corresponding names, logos, and website names
and addresses. Other trademarks, trade names, and service marks, including those of Mondrian, Hyatt Hotels Corporation and Hyatt. Murano and its affiliates have rights to copyrights that protect certain content related to their business and
products. In the highly competitive lodging real estate industry in which Murano and its Affiliates operate, trademarks, service marks, trade names and logos are very important to the success of their businesses.
Environmental Matters
Murano Group is subject to Mexican laws that address a wide variety of issues, including those that impose liability for contamination at Murano Group’s resorts, and those regulating the use and disposal of
hazardous regulated substances and wastes. Murano Group may incur costs to comply with environmental laws and regulations, and could be subject to fines and penalties for non-compliance with applicable laws.
Our operations are subject to laws, regulations, rules and standards, including those related to ecological ordinance, environmental impact and risk assessments, municipal and/or forest land use changes, air
pollution, flora and fauna conservation, efficient or rational use of natural resources, health and safety matters, and to oversight by various federal, state and/or local environmental authorities in each of the places in Mexico in which we
operate. See “Item 3. Key Information—D. Risk Factors-Risks Related to Murano’s Business and Operating in the Hotel Industry—Our properties and operations are subject to extensive environmental, health and
safety laws and regulations.”
These laws and regulations require that we obtain and maintain (as applicable) several permits in connection with the site preparation, construction and operation of our businesses, which can sometimes be
conditioned to the fulfillment of affirmative covenants so that they become in full force and effect and we can initiate construction. We believe we are in material compliance with obligations applicable to our projects established in
environmental laws and regulations.
Relevant environmental authorities
Ministry of Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) is the federal environmental regulator with authority to formulate and
implement environmental policies as well as to grant environmental permits that fall under their jurisdiction, including environmental impact authorizations to engage in certain activities such as real estate developments (housing,
hospitality, etc.) in coastal environments, forest land use change approval, the registration as a hazardous waste generator and the approval of plans for remedial action in contaminated sites.
The Attorney General’s Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) functions as SEMARNAT’s enforcement arm with
authority to undertake inspection visits, impose sanctions for breaches to federal environmental laws and regulations, halt a non-complying development or bring legal actions in court seeking remediation or compensation for environmental
damages. Mexican environmental legislation follows the “polluter pays” principle.
Each state and local authority has equivalent Secretariats, Ministries or Departments to those at the federal level mentioned above.
Environmental legal framework
Federal Congress has been granted powers to enact laws establishing concurrent authority among the Federal, state, municipal governments as well as those of the administrative areas (demarcaciones territoriales) of Mexico City in matters related to the protection of the environment, the preservation and restoration of ecological equilibrium. The General Law of Ecological Equilibrium and Environmental
Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), or LGEEPA, is the foundational statute of the Mexican environmental regulatory framework. Through this law, the Federal
Congress has distributed powers and functions among all three levels of government and has established overarching policies and instruments to regulate environmental matters, including permits. Development regulations to legal provisions in
the LGEEPA are encompassed in a number of Regulations to the LGEEPA on matters of air emissions, environmental impact evaluation, environmental noise and voluntary environmental audits that can lead to certifications.
Other relevant environmental laws which may apply to our business are:
| • |
The General Law on Sustainable Forest Development.
|
| • |
The General Law for the Prevention and the Integral Management of Waste.
|
| • |
National Waters Law.
|
The environmental legal framework in Mexico is supplemented by many international conventions, treaties and agreements on environmental protection. These international instruments, upon ratification by the
senate, become a part of Mexican law.
Technical standards establishing binding specifications, standards, values, and characteristics applicable to any product, process, service, or activity supplement the environmental legal framework. These
standards colloquially called NOMs dictate maximum allowable pollutant limits and list hazardous waste, substances, endangered species, etc.
In addition, the Mexican state congresses may issue specific environmental laws and regulations on those matters falling under their respective jurisdictions which are not expressly reserved for the federal
jurisdiction. Local ordinances may also be imposed and applied at a municipal level.
Core project approvals for site preparation, construction or refurbishing, and operation of our Mexico City and Cancun hotels in matters of environmental impact, forest land use change, and air emissions have
been or are in the process of being secured. For example, certain of our affiliates are in the process of obtaining new or extensions to environmental-related permits applicable to its properties and or for the operation thereof, including
the Comprehensive Environmental License for Mexico City (Licencia Ambiental Única para la Ciudad de México) for the hotel operating in Mexico City and the Environmental Operational License for fixed
sources of emissions by the Ministry of Ecology and Environment of the state of Quintana Roo. We do not currently anticipate material obstacles in the obtaining of these or other permits that will be required for future stages of our
projects.
We endeavor to ensure that all of our business operations and projects are in material compliance at all times with the applicable environmental laws, regulations and governmental directives, and with our own
environmental covenants. We believe that we are taking appropriate measures to ensure compliance, nonetheless, due to the complex nature of the environmental legal framework applicable to our operations, and that we are subject to oversight
by several Federal, state and local environmental authorities, it is possible that we may from time to time discover that we have failed to obtain, renew or fulfill our obligations under any material permit required for the operation of our
projects, requiring us to take action as soon as practical. We are currently working on a specific review of some of our environmental permits to determine whether affirmative actions are required to correct deviations and inconsistencies
detected between our federal environmental impact authorization for our hotels in Cancun and municipal permitting for construction.
Regulatory Overview
General
Our hotels are subject to various Mexican federal, state and local laws, ordinances and regulations, including regulations relating to zoning, fire and safety requirements, among others. We believe that each of
our hotels has the necessary permits and approvals to operate its business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our properties
and operations are subject to extensive environmental, health and safety laws and regulations.”
In Mexico, each of our hotels is granted a business license by both the state and the municipality to operate locally. We must also register each of our hotels and the rates charged by each of them with the
Mexican National Tourism Registry (Registro Nacional de Turismo), together with any related services such as restaurants and bars provided by such hotel. State and municipal laws in Mexico also
regulate fire safety. Additionally, each of our hotels is required to have sanitation licenses and hotel construction projects are required to have a construction license and must comply with several zoning and land-use regulations. We
believe that we are in material compliance with all applicable sanitation and construction licenses in Mexico, and zoning and land-use regulations applicable to our operations.
In addition, our operations are subject to consumer protection regulations such as the Federal Law of Consumer Protection (Ley Federal de Protección al Consumidor) and
other regulations issued by the Mexican Consumer Protection Agency (Procuraduría Federal del Consumidor).
Approvals from state and municipal regulatory entities are necessary at almost every stage of construction of a hotel. Generally, development requires, among other approvals: (i) approval of preliminary
development, which includes authorization of the design and the use of the land, as well as preliminary agreements with Comisión Federal de Electricidad (the Mexican government-owned electricity company), water organisms at state or municipal
levels for water, wastewater collection, treatment and disposal in order to provide the development with energy, water and connection to the sewage system, respectively; (ii) approval of the subdivision of land, as applicable; and (iii) a
construction license.
Finally, in addition to the regulations described above, each of our hotels is subject to extensive federal, state and municipal regulations and on a periodic basis, we must obtain various licenses and permits,
including, but not limited to, those relating to the operation of restaurants, swimming pools, fitness club facilities, parking garages, the sale of alcoholic beverages, advertisement and occupational health and safety.
We believe that the Insurgentes 421 Hotel Complex and GIC Complex (up to its current development stage) are in material compliance with applicable laws and regulations and has obtained all applicable licenses
and permits and that our business will be conducted in substantial compliance with applicable laws.
Expropriation and Dispossession
In Mexico, the government has the authority to expropriate properties or assets if there are justified public interest or national security reasons. Under Mexican applicable law including, among others, the
Mexican Constitution and Expropriation Law (Ley de Expropiación), the government is required to indemnify the owner of the property subject to expropriation. If there is disagreement in connection with
the indemnification amount, the determination of such amount may be submitted to a judicial authority. There are no specific rules with respect to the indemnification amount we would receive in the event of expropriation, in the understanding
that such indemnification must be paid between the following 45 business days to the publication of the expropriation decree. In addition, under the Mexican Constitution and Mexican applicable law, we may be dispossessed of the Properties by
the Mexican government if tenants engage in certain criminal activities within the Properties. As of June 30, 2021, none of the Properties were subject to an expropriation or dispossession proceeding.
Overview of Mexico and the Mexican Lodging Industry
Macroeconomic Overview
During 2024, the Mexican economy continued to expand despite continued uncertainty regarding global economic conditions, prevailing inflationary pressures, high interest rates and adverse economic effects from
global conflicts. Mexico’s real GDP increased by 0.2% in the three months ended March 31, 2025, vs. the prior three-month period ended December 31, 2025. Real GDP is expected to grow up to 0.4% in the twelve-month period ending December 31,
2025.
Moreover, Mexico continues to show a robust labor market with an unemployment rate was 2.2% as of March 31, 2025, a 0.2% decrease from the rate as of December 31, 2024. As of March 31, 2025, the economically
active population in Mexico (fifteen years of age and older) was 61 million. As of March 31, 2025, the minimum wages in Mexico, as applicable since January 1, 2025, were Ps. $419.88 per day for municipalities in the Zona Libre de la Frontera Norte (Northern Border Free Trade Zone) and Ps. 278.80 per day for the rest of Mexico, an increase of 12% and 12%, respectively, from the applicable minimum wages in effect from January 1, 2024 to
December 31, 2024.
Mexico’s sovereign ratings were fully investment grade as of March 31, 2025, standing at a Baa2 with “negative” outlook by Moody’s, a BBB with a “stable” outlook by S&P, and a BBB- with a “stable” negative
outlook by Fitch.
Market Opportunity
We believe there is an extraordinary market opportunity for our hotels, which are located in the two largest business and leisure destinations in Mexico. Mexico City is a significant cultural center and
business hub representing approximately 14.8% of the country’s GDP, per the most recent data for the twelve-month period ending December 31, 2023.
Cancun is the top destination in the Caribbean with more passenger arrivals than Dominican Republic, its closest competitor. We estimate that total passenger traffic in Cancun in upcoming years will maintain
its levels achieved in 2024, which have surpassed those seen before the COVID-19 pandemic by approximately 14%. In the last several years, the number of total passengers visiting Cancun has grown at a considerably higher pace than the number
of hotel rooms, creating an opportunity in the hospitality industry. Available hotel rooms in Cancun, per the most recent available data for June 2023 shows 35,250 available hotel rooms, compared to 35,115 available hotel rooms in 2019, prior
to the COVID-19 pandemic. By 2023, passenger arrivals in Cancun had already surpassed 2019´s figures.
The Mexican Lodging Industry
The travel & leisure sector is a key economic engine for the Mexican economy, representing 8.6% of its GDP as of 2023. International arrivals to Mexico have quickly recovered, standing just 0% above
pre-pandemic levels and showing positive momentum with a 7% increase against 2023. Overall occupancy levels in Mexico have also quickly rebounded almost reaching pre-pandemic levels as of March 31, 2025.
Mexico is the most visited destination in Latin America and the 6th most visited country in the world by international tourists.
|
Ranking
2024
|
Country
|
2024 |
2023
|
2019
|
% Δ
2023
|
% Δ
2019
|
|
1
|
France
|
102 m |
100 m
|
91 m
|
2%
|
12%
|
|
2
|
Spain
|
94 m |
85 m
|
84 m |
10%
|
12%
|
|
3
|
United States
|
72 m |
66 m
|
79 m |
9%
|
-9%
|
|
4
|
Turkey
|
61 m |
55 m
|
51 m |
10%
|
18%
|
|
5
|
Italy
|
58 m |
57 m
|
65 m |
16%
|
-10%
|
|
6
|
Mexico
|
45 m |
42 m
|
45 m |
7%
|
0%
|
|
7
|
Germany
|
38 m |
37 m
|
40 m |
8%
|
-5%
|
|
8
|
Japan
|
37 m |
25 m
|
32 m |
47%
|
16%
|
|
9
|
Greece
|
36 m |
33 m
|
31 m |
10%
|
15%
|
|
10
|
Thailand
|
36 m |
28 m
|
40 m |
26%
|
-11%
|
Source: World Tourism Organization
In the three-month period ending March 31, 2025, Mexico’s incoming tourism base mainly comprises visitors from investment grade, hard currency denominated countries such as the United States, Canada, Argentina,
Colombia, and the United Kingdom.
Source: Mexico’s Ministry of Tourism
Moreover, Mexico City and Cancun continue to be the top Mexican destinations for international tourists to Mexico. These cities together represented approximately 61.4% of total airport arrivals in Mexico
during the three-month period ending March 31, 2025; and Cancun remains the most visited Caribbean destination by passenger arrivals. The trend is expected to continue as there has been a strong flow of foreign direct investment into
short-term stay projects to meet increasing visitor demand. During the twelve-months ended December 31, 2024, 7.4% of all foreign direct investment in Mexico was destined for tourism short-stay projects, an increase of 0.6% compared to the
same period in 2023. Additionally, both cities, Mexico City and Cancun, continue to show higher occupancy levels compared to the rest of Mexico.
Source: INEGI, Mexico’s Ministry of Tourism
| C. |
Organizational Structure
|
The following diagram sets forth our current corporate structure following the Business Combination and related corporate reorganization, including the subsidiaries of Murano PubCo:
| D. |
Property, Plant and Equipment
|
Description of the Properties
Hotels
Insurgentes 421 Hotel Complex
The Insurgentes 421 Hotel Complex is located in Colonia Condesa, a trendy and upscale neighborhood in Mexico City that is surrounded by tourist attractions, landmarks, parks and a vibrant restaurant scene.
Condesa is within walking distance of the Roma neighborhood and Paseo de la Reforma, one of the city’s main avenues, close to the city’s historic center and main financial district, and only 12 kilometers away from Mexico City’s international
airport.
The building where the Insurgentes 421 Hotel Complex is located was built in 1961 and designed by José Luis Benlliure, a renowned Spanish architect, painter and sculptor. This historic building, formerly known
as the Aristos, has long been considered an icon of the city’s architectural style and was declared part of the artistic heritage of Mexico City by the National Institute of Fine Arts (Instituto Nacional de
Bellas Artes) and the Ministry of Housing and Urban Development (Secretaría de Desarrollo Urbano y Vivienda). Murano Group acquired the building in 2006 and began conversion of the property
into an upscale international business hotel in 2018. The development of the Insurgentes 421 Hotel Complex was completed in the last quarter of 2022 and became operational in the first quarter of 2023.
The Insurgentes 421 Hotel Complex consists of three independent buildings connected by a central square. The first building faces West and is located on Avenida de los
Insurgentes. It is 55 meters high and consists of a Lower Ground and 16 floors with 213 rooms, which is operated under the Andaz brand, focused on business travelers. The second building faces North and is located on Aguascalientes
Street. It is 34.45 meters high and consists of a Ground Floor and nine floors with 183 rooms, which is operated under the Mondrian brand, which is geared toward lifestyle tourism and sophisticated leisure travelers. The third building faces
South and can be accessed from the central square. It consists of a lower ground and three floors encased by a large crystal ballroom. The Insurgentes 421 Hotel Complex also has an underground garage accessible from Aguascalientes Street.
The Andaz Hotel is operated by Hyatt, has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and
restaurant for pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.
The Mondrian Hotel is the first luxury Accor hotel in Mexico and its flagship location in Latin America. Pursuant to the Hotel Management Agreement with Accor, 183 rooms are operated under the Mondrian brand.
According to the appraisal report for 2024, the market value of the Insurgentes 421 Hotel Complex property was U.S.$107.4 million and this valuation was adopted as of December 31, 2024.
The Group had invested U.S.$121.4 million to complete the development of the Insurgentes 421 Hotel Complex.
GIC Complex
The GIC Complex, once fully developed, is expected to be a large-scale hotel and residential complex situated in the area between Delfines Beach and the Nichupté Lagoon in Cancun. Its strategic location—one of
the closest five-star developments to the Cancun International Airport and in proximity to the city’s major entertainment areas—combined with state-of-the-art design and premium amenities, positions it as a flagship destination in Cancun.
Envisioned as a destination within a destination, the GIC Complex will include all-inclusive hotel resorts, residential components, and an array of offerings designed to cater to both leisure and business travelers of all ages.
In light of recent market conditions and the evolving hospitality landscape, the Murano Group’s management and board of directors have updated the Group’s strategic development pipeline to prioritize the development and commercialization of residential units. The GIC Complex is being developed in two phases. Phase one, which is nearing completion, was initially planned to include 1,016 hotel rooms across two brands: (i) 400 rooms already operational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms under the “Dreams” brand, a family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow for targeted improvements based on operational insights from the Vivid Hotel and to align with the hotel operator’s global standards. These enhancements include upgraded common areas and expanded meeting and event spaces.
At present, the Group is conducting a strategic review of the GIC I phase. While the initial plan continues to contemplate the full buildout of 1,016 hotel rooms, the Group is evaluating whether to maintain this plan or pursue alternative development strategies—such as converting part of the hotel component into additional residential units. This review also includes an assessment of funding needs, potential changes to the development timeline, and any necessary amendments to the operations and administrative services agreement with the hotel operator.
Cancun remains the premier destination in the Caribbean due to its accessibility from major international markets, including numerous daily direct flights from the United States, Canada, and Europe. The total number of passengers visiting Cancun has consistently outpaced the growth in hotel room inventory, creating a compelling opportunity in the region’s hospitality and residential markets. Given the GIC Complex’s appeal to international visitors and the dynamics of the local market, we currently expect that substantially all of its revenues will be denominated in U.S. dollars.
In light of recent market conditions and the evolving hospitality landscape, the Murano Group’s management and board of directors have updated the Group’s strategic development pipeline to prioritize the development and commercialization of residential units. The GIC Complex is being developed in two phases. Phase one, which is nearing completion, was initially planned to include 1,016 hotel rooms across two brands: (i) 400 rooms already operational under the “Vivid” brand, an adults-only concept; and (ii) 616 rooms under the “Dreams” brand, a family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow for targeted improvements based on operational insights from the Vivid Hotel and to align with the hotel operator’s global standards. These enhancements include upgraded common areas and expanded meeting and event spaces.
At present, the Group is conducting a strategic review of the GIC I phase. While the initial plan continues to contemplate the full buildout of 1,016 hotel rooms, the Group is evaluating whether to maintain this plan or pursue alternative development strategies—such as converting part of the hotel component into additional residential units. This review also includes an assessment of funding needs, potential changes to the development timeline, and any necessary amendments to the operations and administrative services agreement with the hotel operator.
Cancun remains the premier destination in the Caribbean due to its accessibility from major international markets, including numerous daily direct flights from the United States, Canada, and Europe. The total number of passengers visiting Cancun has consistently outpaced the growth in hotel room inventory, creating a compelling opportunity in the region’s hospitality and residential markets. Given the GIC Complex’s appeal to international visitors and the dynamics of the local market, we currently expect that substantially all of its revenues will be denominated in U.S. dollars.
GIC I Hotel
The GIC I Hotel will feature 1,016 rooms across two hotels, with views of the ocean, lagoon, and/or adjacent golf course owned by Iberostar.
The Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms operated under the Vivid brand and which opened in April 2024. The Dreams Hotel is expected to be
completed and operational in the fourth quarter of 2025 and will be a family-friendly brand hotel categorized as five-star upper scale with 616 rooms operated under the Dreams brand.
When fully operational, the GIC I Hotel is expected to have the following amenities: A beach club, two rooftop terraces each with a bar, eight specialty restaurants, two coffee shops, two premium lounge bars
for VIPs, two extra bars next to the specialty restaurants, two buffet restaurants, two pool restaurants, two gyms plus a jungle gym, two lobby bars, two sunset bars, two cavas, two swim-up bars, a kids club, a barefoot grill, a ceviche
outlet, a food truck, two snack bars, a terrace lounge, two retail stores, a wedding terrace, a jogging track, two areas for breakout rooms of 200 sqm each, a 400 sqm space for events indoors with a 650 sqm terrace overlooking both the lagoon
and the golf course, a water park with five slides + one whirlpool for kids and adults, one splash pad for toddlers and one kids area with smaller slides, one sand box area, three pickleball courts, one padel court, two beach volleyball
courts, one pet garden and one sky pool. Adjacent amenities forming part of the GIC Complex will include the GIC Spa, the GIC WTC and direct access to the golf course owned by Iberostar.
The GIC I Hotel is located within walking distance of Delfines beach and close to the El Rey Archaeological Zone and National Park. The GIC I Hotel is operated by Hyatt’s subsidiary Hyatt Inclusive Collection,
which is an industry leader in the luxury resort destination category with over 102 properties, more than 21,302 guest rooms and suites and the largest portfolio of hotel brands, and has grown to become one of the leaders in the resort
operations sector in Mexico and the Caribbean, based on 2021 year-end projections as of July 31, 2021. Hyatt Inclusive Collection operates luxury resorts under all-inclusive plans in Mexico, Jamaica, the Dominican Republic, Costa Rica,
Curaçao and Panama, and is one of the fastest-growing operators in luxury tourism offering all-inclusive plans across North America.
Hyatt Inclusive Collection is part of Hyatt and Apple Leisure Group, the top U.S. seller of all-inclusive vacation packages worldwide. In 2020, Apple Leisure Group had approximately 3.2 million passengers
through its tour companies and is the leading North American leisure travel and resort brand management group. In addition to Hyatt Inclusive Collection and its tour companies, Apple Leisure Group operates a carrier and services company and a
vacation club with more than 60,000 members. Under the existing plan, which is currently subject to a strategic review, we estimate that, upon completion, the GIC I Hotel will have 1,016 rooms: (i) 400 keys corresponding to the Vivid Hotel,
operated under the Vivid brand; and (ii) upon completion, 616 keys corresponding to the Dreams Hotel, will be operated under the Dreams brand.
According to an appraisal report issued by Vaproy, a real estate consulting and appraisal firm, the market value of the GIC I Hotel on December 31, 2024, is Ps.$11,511 million (U.S.$561.2 million).
GIC Phase II
Phase two is planned to consist of approximately 1,254 condominiums, divided into four condominium towers with partial views of the ocean, lagoon and/or adjacent golf course
owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The Group’s management and board of directors are continuously
evaluating the plan for phase two of the GIC Complex.
GIC Complex’s Adjacent Amenities
In addition to the GIC Complex’s amenities described above; the GIC Complex will include a range of amenities that will enhance our guests’ experience, including the GIC Spaand the GIC World Trade Center (a
convention center under the WTCA name), and leverage the growing and under-satisfied demand for business facilities in Cancun. The GIC I Trust will own and develop the GIC Village Food Hall (in GIC Private Unit 1). The CIB/3224 Trust will own
and develop the GIC Spa (in GIC Private Unit 2). In addition, the GIC World Trade Center will be developed and owned by a different entity of the Murano Group.
Design of the GIC Complex
The GIC Complex has been designed by HOK Group, Inc. (“HOK”), the largest U.S.-based design, architecture, engineering and urban planning firm. HOK has been recognized
for six consecutive years on the American Institute of Architect’s (AIA) “Top 10 Green Projects List,” one of the industry’s best-known awards program for sustainable design excellence. The landscaping, outdoor amenities and aquatic parks
have been designed by EDSA, Inc. (“EDSA”), a renowned U.S.-based planning, landscape architecture and design firm.
The Resort and Industrial Park in Baja Development Project
The Group has also evaluated the Bajamar project. The initial plan for developing a 5-star upper-upscale resort and an industrial park has been modified as follows:
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Development of a cruise port with a capacity of 2 million passengers per year. The Group has signed an MOU with a major global cruise line operator.
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Development of Baja Marina, 15,000 linear ft slip spaces.
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Development of an industrial park for leasing purposes.
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Development of Baja Retail Village for leasing purposes
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Development of two five-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.
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The project is currently under evaluation, and we have not yet begun the process of securing financing for completion. Therefore, we do not know when and if we will be able to begin construction of this
project.
Asset Management of our Properties
We employ a proactive asset management approach to maximize the performance of our hotels through revenue enhancement and cost-containment measures. As committed owners, we provide direction and oversight to
the hotel operators and continuously evaluate their plans and strategies, including those to be implemented to optimize the performance of each of our properties. To that end, we regularly conduct sales, marketing, and financial performance
reviews designed to identify strengths and weaknesses that can be addressed to enhance property performance and conduct periodic on-site meetings with property and regional personnel, and in-depth operational reviews focused on identifying
new and ongoing margin improvement initiatives.
Construction
The Murano Group has engaged or will directly engage with experienced contractors to carry out the construction of the Project Under Completion. In addition, we have engaged Ideurban as manager and supervisor
of the construction of the project. With more than 70 years of experience, Ideurban is one of Mexico City’s leading urban development companies delivering a complete range of integrated real estate solutions and construction services.
Supporting the needs of communities, governments, commerce and industry in Mexico, Ideurban has led projects in markets ranging from hospitality (including a portfolio of emblematic hotels throughout Mexico), residential, retail, and
commercial to highway infrastructure, mixed-use developments and urban planning.
Description of Certain Project Agreements
The following is a summary of selected provisions of certain project agreements related to the Insurgentes 421 Hotel Complex and the GIC Complex and is not considered to be a
full statement of the terms of each such agreement. The following summaries are qualified in their entirety by reference to the applicable agreements or drafts of agreements and are subject to the full text of those documents, some of which
are in Spanish. Unless otherwise stated, any reference in this Report to any agreement will mean such agreement and all schedules, exhibits and attachments thereto, as amended, supplemented or otherwise modified and in effect as of the date
of this Report.
Insurgentes 421 Hotel Complex
Andaz Hotel Management Agreement
On May 11, 2022, OHI421 entered into a hotel management agreement with Hyatt of Mexico, S.A. de C.V., as hotel manager, pursuant to which the hotel manager operates 213 guest rooms part of the Insurgentes 421
Hotel Complex under the label of Andaz Mexico City Condesa, for a period of 20 mandatory years starting on December 31, 2022.
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Key Terms
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Hyatt has the right to extend the term of the Andaz Hotel Management Agreement for a 10-year additional term unless Hyatt gives notice to OHI421 of its intention not to renew at least 12 calendar months
prior to the expiration date.
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Hyatt is responsible and has the authority to direct all aspects of the operation of the Andaz Hotel, including, but not limited to, (i) personnel management and human resources policies and resolving
employment disputes, (ii) determining the terms of guest admittances, (iii) use and services provided by the Andaz Hotel, (iv) marketing and booking process, (v) collection of revenue and payment of operating expenses, and (vi)
prepare accounting books and records reflecting the results of the operations of the Andaz Hotel.
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Hyatt has the authority to institute, conduct, defend and settle in the name and on behalf of OHI421, legal proceedings arising from the ordinary course of the Andaz Hotel operations including: (i)
routine collection matters; (ii) evictions or removal of guests or other persons occupying the Hotel; (iii) enforcement of any rights (including termination); (iv) personnel and employment matters; and (v) claims governed by
insurance.
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OHI421 is responsible for, among others, (i) the procurement and receipt of any governmental approval required in connection with the Insurgentes 421 Hotel Complex and its renewal including all costs,
expenses and fees thereof, (ii) the sale, transfer or any other disposition of all or any portion of the Andaz Hotel, (iii) the financing or refinancing of the Andaz Hotel, (iv) settling any property insurance claims that relate to
any casualty or any condemnation awards, (v) entering any transaction with an affiliate of Hyatt, and (vi) settling legal proceedings relating to ownership, constructions and development of the Andaz Hotel.
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Hyatt is entitled to receive compensation as follows: (a) a base fee, payable monthly, in an amount equal to (i) 1.6% of the cumulative revenue of the hotel from the opening date until the end of the
first fiscal year of operations, (ii) 2.1% of the cumulative revenue of the hotel from the start of the second fiscal year of operations until the end of the second fiscal year of operations, and (iii) thereafter, 2.6% of the
cumulative revenue of the hotel, and (b) an incentive fee equal to a percentage of adjusted profit (a percentage of adjusted profit (means, for any relevant period, the amount, not less than zero equal to the excess (if any) of (x) gross operating profit for such period over (y) the sum of the base fee and the license fee earned for such period (but not the incentive fee) (but only
to the extent that such amounts are not otherwise deducted in computing gross operating profit)) of the Andaz Hotel, subject to the Andaz Hotel achieving the relevant adjusted profit margin (which for any fiscal year shall mean the
percentage calculated by dividing (x) adjusted profit for such fiscal year by (y) revenue of the hotel for such fiscal year), payable monthly, as
described in the table below:
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Tier
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Adjusted Profit Margin
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Incentive Fee earned.
(monthly, as preliminary
installments of the Incentive Fee)
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Between 0 and up to and including 20%
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No Incentive Fee
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Greater than 20.01% and up to including 25%
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6% of the Adjusted Profit
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Greater than 25.01% and up to and including 30%
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7% of the Adjusted Profit
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Greater than 30.01% and up to and including 35%
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8% of the Adjusted Profit
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Greater than 35.01% and up to and including 40%
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9% of the Adjusted Profit
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Greater than 40%
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10% of the Adjusted Profit
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Hyatt will have the right, at its discretion, to extend the operating term for an additional 10-year period.
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Termination Events
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The occurrence of any of the following events not cured within the grace period provided under the Andaz Hotel Management Agreement will be deemed as an event of default that is not remedied within 30
days: (i) failure of OHI421 to make any payment to Hyatt or its affiliates, (ii) the filing of a voluntary petition in bankruptcy or insolvency or a petition for reorganization under any bankruptcy or insolvency law by either party,
(iii) breach by any of the parties of any material covenants including representations, warranties, or conditions set forth thereunder, (iv) any assignment or transfer by a party in violation of any financing undertaken by OHI421 or
impacting the Andaz Hotel that fails to satisfy the financing conditions, and (v) any default by guarantor under the guaranty.
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A non-defaulting party shall have the right to terminate the Andaz Hotel Management Agreement by the occurrence of any event of default of the other party by delivering a written notice. The rights of
termination shall be in addition to, and not in lieu of, any other rights or remedies provided, being understood, and agreed that the exercise of the remedy of termination shall not constitute an election of remedies and shall be
without prejudice to any other rights or remedies.
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OHI421 has the right to terminate the Andaz Hotel Management Agreement if the Andaz Hotel does not meet the requirements of the performance test2 applicable to the most recently concluded performance test period3. The Andaz Hotel would not meet the requirements for
passage of the performance test in any performance test period in which the Andaz Hotel failed both applicable tests in each consecutive fiscal year comprising the performance test period.
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Any sum that is not paid by either party as when due shall bear interest at the interest rate (means the lesser of (a) the prime rate announced from time to time in the Wall Street Journal plus 5%, and
(b) the maximum rate of interest permissible under applicable laws, compounded monthly. In the event that the Wall Street Journal ceases to publish the prime rate, then subsection (a) shall be the prime rate announced form time to
time by JPMorgan Chase Bank, N.A. (and its successors)) from the date when such sum becomes due to the date of payment.
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Governing Law
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The Andaz Hotel Management Agreement is governed by Mexican law. Any disputes arising from this agreement will be subject to arbitration with the Rules of the International Chamber of Commerce.
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Mondrian Hotel Management Agreement
On May 11, 2022, OHI421 Premium entered into a hotel management agreement with Ennismore, as hotel manager, pursuant to which the hotel manager operates 183 rooms, two restaurants and one bar part of the
Insurgentes 421 Hotel Complex under the label of Mondrian Mexico City Condesa, for a period of 20 mandatory years starting on December 31, 2022.
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Key Terms
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The term of Mondrian Hotel Management Agreement will be extended for an additional 10-year period if neither party delivers a written notice of termination 180 days prior to the last date of the initial
term, and which could be subsequently extended for an additional 10-year period provided that neither party delivers a written notice of termination 180 days prior to the last date of the term, or first renewal term, as applicable.
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Ennismore shall have discretion in the supervision, operation, direction, control and management of the Mondrian Hotel and it will have the exclusive right to (i) manage the Mondrian Hotel without
interference from OHI421 Premium other than any inspection and auditing rights it may have under the Mondrian Hotel Management Agreement, (ii) determine all policies and procedures for the operation of the Mondrian Hotel, (iii)
implement, in the name and on behalf of OHI421 Premium, all policies and procedures applicable to Mondrian Hotels in the region.
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OHI421 Premium must, among others, (i) ensure the standard of the Mondrian Hotel to be always maintained, (ii) provide sufficient working capital to ensure that the operation of the Hotel is to be
undertaken as a manner required by Ennismore’s standards, (iii) comply with all its legal requirements with respect to the Mondrian Hotel, (iv) acknowledge that the Mondrian Hotel Management Agreement does not give it any right,
title, or interest in or to any of Ennismore’s standards, except as a license during its term to have such standards use with respect to the operation of the Mondrian Hotel, and (v) obtain or maintain all approvals, consents,
licenses, permits and authorizations as may be necessary for the occupation and operation of the Mondrian Hotel at its cost and expense during the term of the Mondrian Hotel Management Agreement.
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Ennismore is entitled to receive a base fee, payable monthly, in an amount equal to (i) 2.0% of the total revenue of the hotel from the opening date until the end of the first fiscal year of operations,
(ii) 2.5% of the total revenue of the hotel from the start of the second fiscal year of operations until the end of the second fiscal year of operations, and (iii) 3% of the total revenue of the hotel thereafter.
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Ennismore is entitled to an incentive fee, payable monthly, in an amount equal to 15% of the special adjusted gross operating profit of the hotel (meaning the gross operating profit, less the following:
(i) base fee; (ii) all property taxes; (iii) insurance costs; (iv) replacement reserve contribution; and (v) an amount equal to eight percent (8%) of the total project costs (which is the sum of all costs and expenses incurred by
OHI421 Premium in connection with the development, construction, initial furnishing and initial equipment of the Mondrian Hotel and an aggregate amount of $200,000 per key at the Mondrian Hotel).
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Ennismore is entitled to receive a food and beverage fee, payable monthly, equal to 2% of the food and beverage revenue.
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None of the base fee, the incentive fee, and/or the food and beverage fee shall be subordinated to any payments, if OHI421 Premium fails to pay to Ennismore in a timely manner, Ennismore is authorized
to transfer such amounts from the replacement reserve account to the operating account and withdraw such amounts from the operating account.
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Ennismore shall not without the prior written consent of OHI421 directly or indirectly operate, franchise, or license another hotel branded and named as Mondrian located within five kilometers of the
Mondrian Hotel.
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The employees of the Mondrian Hotel will work under the supervision of Ennismore but shall be considered from a labor perspective to be under OHI421 Premium.
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OHI421 Premium must obtain insurance as specified in the Mondrian Hotel Management Agreement.
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OHI421 Premium shall defend, indemnify, protect, and hold Ennismore and its affiliates and its officers, directors, shareholders, partners, members, employees, agents and representatives harmless from
any claims in connection with the (i) development, construction, marketing, sales, ownership or operation of the Hotel or any component thereof; or (ii) by reason of any action taken or omitted to be taken pursuant to the Mondrian
Hotel Management Agreement.
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Ennismore shall defend, indemnify, protect and hold OHI421 Premium and its officers, directors, shareholders, partners, members, employees, agents and representatives harmless from and against all
claims, demands, damages, judgments, costs, losses, penalties, fines, liens, arising in connection with the operation of the Mondrian Hotel by reason of (i) Ennismore gross negligence; or (ii) willful misconduct on the part of
Ennismore or its affiliates.
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Ennismore shall have the right to transfer its rights and obligations under the Mondrian Hotel Management Agreement to (i) any person who is a successor or transferee which may result from any merger,
consolidation, or reorganization of Ennismore, or (ii) Accor SA, Ennismore or any of their affiliates provided that the transferee assumes all of Ennismore’s obligations under the Mondrian Hotel Management Agreement and is in a
position to operate the Mondrian Hotel.
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OHI421 Premium shall not transfer its rights and obligations under the Mondrian Hotel Management Agreement unless (i) it has given 90 days’ prior written notice to Ennismore, (ii) the transfer is to an
acceptable transferee, (iii) at the date of transfer all amounts owed to Ennismore and its affiliates have been paid in full and all amounts accrued that will become due after the transfer shall be reserved in an account under
Ennismore’s control, and (iv) the transferee enters into a written agreement with Ennismore to be bound by the terms and conditions of the Mondrian Hotel Management Agreement.
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Termination Events
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Termination may arise if any of the following occurs (each, a default under the Mondrian Hotel Management Agreement): (i) failure to pay any amount due and payable, (ii) failure to perform any covenants
or obligations, (iii) material breach of any representation or warranty, (iv) insolvency default, (v) breach of the Hotel Consultancy Services Agreement (as defined in the Mondrian Hotel Management Agreement) entered between OHI421
and the Hotel Consultant (as defined in the Mondrian Hotel Management Agreement) will result in a default by either of the parties, and, exclusively for Ennismore (vi) losing the use of the Mondrian brand, and (vii) abandoning the
operation of the Mondrian Hotel for longer than 15 days unless otherwise agreed upon with OHI421 Premium.
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Following a default (as defined in the Mondrian Hotel Management Agreement) and provided that the default continues for a period of 30 days the non-defaulting party may terminate the Mondrian Hotel
Management Agreement without prejudice to any rights, actions or remedies either party may have thereunder. If the default can be cured but not within such period, the period will be extended to such longer period as it is reasonable
but no longer than 60 days.
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In case of an insolvency default the non-defaulting party may terminate the Mondrian Hotel Management Agreement with immediate effect by serving a notice on the defaulting party.
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In the event of rescission or earlier termination due to causes attributable to OHI421 Premium, in addition to all amounts owed and repayment of any unamortized key money to Ennismore, a termination
penalty equal to the net present value of the following amounts calculated using a discount rate of 8% in each instance, discounted to the date of termination will be applied:
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if termination occurs during years 1 to 4, the penalty shall be an amount equal to $130,158 multiplied by the remaining months of the term,
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if termination occurs in year 5 of thereafter, the penalty shall be an amount equal to the average monthly fees for the 12 months period prior to the date of termination, in which 12 months preceding
period no force majeure event has occurred, multiplied by the remaining months of the term.
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OHI421 Premium shall have the right to terminate the Mondrian Hotel Management Agreement without the need for a court order, if in any Termination Test Period, the Mondrian Hotel suffers (i) a GOP
Failure, and (ii) a REVPAR Failure (in each case as defined in the Mondrian Hotel Management Agreement).
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Governing Law
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The Mondrian Hotel Management Agreement is governed by Mexican Law. Any disputes arising from this agreement will be subject to arbitration with the Rules of the International Chamber of Commerce.
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Insurgentes Lease Agreements
On October 10, 2018, and as amended and restated on May 11, 2022, Inmobiliaria Insurgentes 421, as lessor, entered into a lease agreement with OHI421, as lessee, through which the lessee is required to use the relevant property exclusively
to operate it under the terms of the corresponding hotel management agreement (the “OHI421 Lease Agreement”). Lessee shall pay lessor a base rent of U.S.$50,000 within the first 15 days of each month, plus a variable rent equivalent to 95%
(ninety five percent) of the gross operating profit of the lessee for the calendar year ended. The lease agreement has a 20-year term. As of December 31, 2024, the base rent amounted to U.S.$600,000 and the variable rent amounted U.S.$2.6
million.
On May 11, 2022, Inmobiliaria Insurgentes 421, as lessor, entered into a lease agreement with OHI421 Premium, as lessee, through which the lessee is required to use the property exclusively to operate it under
the terms of the corresponding hotel management agreement (the “OHI421 Premium Lease Agreement”). Lessee shall pay lessor a base rent of U.S.$50,000 within the first 15 days of each month, plus a variable rent equivalent to 95% of the gross
operating profit of the lessee for the calendar year ended. The lease agreement has a 20-year term. As of December 31, 2024, the base rent amounted U.S.$600,000, no variable rent was invoiced as the results of this property are still under
break-even point.
As part of the collateral to secure the Insurgentes Loan, among others, Inmobiliaria Insurgentes 421 contributed (i) the ownership of the property of the Insurgentes 421 Hotel Complex, (ii) its collection
rights under and in respect of the Insurgentes Lease Agreements and (iii) its collection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex. See “Item 5.B. Liquidity and Capital
Resources—Debt” for descriptions of the material agreements.
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Key Terms
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The term of the Insurgentes Lease Agreements may be extended by mutual agreement of its parties after negotiating new terms, conditions and rental structure.
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The rent amount, terms and conditions are revisited every three years to take into consideration inflation rates and market conditions, among others.
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In case of delayed payment of rent, a default interest rate at 20% calculated annually shall be applied.
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The Insurgentes Lease Agreements contain terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the Andaz Hotel
or the Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver Andaz Hotel or the Mondrian Hotel, as applicable, properties to the lessor in the same condition as
delivered; (iv) maintain necessary permits, licenses or authorizations for operation and occupancy of Andaz Hotel or the Mondrian Hotel, as applicable; (v) notify of any judicial or administrative process (including related to
compliance with environmental regulations) initiated against any of the parties related to Andaz Hotel or the Mondrian Hotel, as applicable; (vi) pay and withhold taxes (except those that must be paid by the lessor, pursuant to the
Insurgentes Lease Agreements); (vii) prepare and deliver quarterly and annual financial information. On the other hand, the lessor will: (i) deliver the derivative and material possession of Andaz Hotel or the Mondrian Hotel, as
applicable, properties and allow the use by the lessee; (ii) not interfere with the management and operation of the Andaz Hotel or the Mondrian Hotel, as applicable; (iii) maintain Andaz Hotel or the Mondrian Hotel, as applicable
properties in good conditions, among others.
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The permitted use of Andaz Hotel or the Mondrian Hotel, as applicable, properties is restricted to the use in accordance with the Andaz Hotel Management Agreement or the Mondrian Hotel Management
Agreement, as applicable, which restricts it to activities typically conducted by a hotel such as hospitality services, restaurant services, sale of alcoholic and non-alcoholic beverages, among others.
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The permits and licenses required to operate the Andaz Hotel or the Mondrian Hotel, as applicable, must be obtained and maintained by the lessee or the Hotel Operator.
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The lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm, disease or death that take place in the Andaz Hotel or the Mondrian Hotel,
as applicable, as long as not due to the negligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the Insurgentes Lease Agreements.
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Termination Events
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The Insurgentes Lease Agreements may be terminated by the lessor if (i) the lessee incurs in any event of default and fails to cure such breach within the applicable grace period, (ii) the lessee uses
the hotel for any purpose other than within the permitted use under the hotel management agreements, (iii) if the lessee assigns or transfers by any means the use of the hotel to any third party without the lessor’s prior consent, and
(iv) if the corresponding hotel management agreement is terminated by causes attributable to the lessee.
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Governing Law
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The Insurgentes Lease Agreements are governed by the laws of Mexico City and are subject to the jurisdiction of the courts of Mexico City.
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The Insurgentes Lease Agreements contain terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the Andaz Hotel or the
Mondrian Hotel, as applicable; (ii) comply with any law or requirement (including environmental laws); (iii) leave and deliver Andaz Hotel or the Mondrian Hotel, as applicable, properties to the lessor in the same condition as delivered.
Exitus Sale and Lease Back Agreement
On December 12, 2019, Edificaciones BVG, as lessee, Exitus as lessor, and Marcos Sacal Cohen as joint and several obligor, entered into a master lease agreement through which Exitus grants to Edificaciones BVG
the use and enjoyment of equipment in exchange for a monthly consideration for a 36-month term, subject to renewals (“Exitus Sale and Lease Back Agreement”). As of December 31, 2024, Ps.$4.8 million
was outstanding under this agreement.
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Key Terms
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BVG Edificaciones has the obligation to pay to Exitus an origination fee and a commission for investigation and/or formalization expenses, which will be determined in the lease addenda, plus the
corresponding VAT per implemented lease.
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The lease addendum or addenda executed pursuant to the Exitus Lease Agreement shall constitute a net lease and Edificaciones BVG undertakes to make all payments thereunder.
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Edificaciones BVG agrees to and shall comply with (i) all laws, regulations, decrees, rules and orders of any governmental agency or agency, relating to the installation, use or operation of the
equipment to maintain in effect any required licenses, authorizations, concessions, permits, registrations and other documentation, (ii) shall only use the equipment for the activities of the regular course of business (iii) shall use
and store the equipment precisely in the place determined for such purpose, (iv) shall receive the equipment directly from the supplier, (v) paying expenses related to the handling, operation and maintenance of the equipment, (vi) to
keep and maintain its corporate structure, existence and legal personality without changes in stature as well as to allow Exitus to inspect the equipment, (vii) to take all actions to recover the equipment or defend the use and
enjoyment thereof (viii) to update its financial information and deliver balances, (ix) to deliver financial statements (x) obtain and maintain insurance for the equipment.
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Exitus may assign its rights under the Exitus Sale and Lease Back Agreement without requiring consent form Edificaciones BVG. Edificaciones BVG shall not assign its rights or obligations under the
Exitus Sale and Lease Back Agreement unless prior written consent from Exitus is obtained.
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Termination Events
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Exitus may terminate the Exitus Sale and Lease Back Agreement if Edificaciones BVG (i) fails to pay on the indicated date any periodical or rent payment as well as any other payment at its expense or in
the annexes and that the non-compliance persists for more than 10 (ten) calendar days, (ii) fails to perform or observe any obligation, covenant, condition or agreement thereunder, (iii) makes any misrepresentation regarding any terms
contained thereunder, (iv) enters into dissolution or liquidation, (v) attempts to remove, sell, convey, convey, encumber, forfeit or sublet the equipment or any part thereof, (vi) fails to obtain the applicable insurance, (vii) fails
to comply with a court order or arbitrations award.
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Governing Law
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The Exitus Sale and Lease Back Agreement is governed by the laws of Mexico City and the parties are subject to the jurisdiction of the courts of Mexico City.
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GIC Complex
GIC I Hotel
GIC I Hotel Management Agreement
On September 10, 2019, Operadora GIC I entered into a hotel management agreement (as amended on September 11, 2019, March 28, 2021, and July 11, 2023, and as may be further amended from time to time) with AMR
Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to which the hotel manager will operate the GIC I Hotel for a period of 20 mandatory years starting on the date in which the hotel manager gives
notice of receipt of the GIC I Hotel. The GIC I Initial Period commenced on April 1, 2024.
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Key Terms
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The term of the GIC I Hotel Management Agreement which will be automatically renewed for subsequent five-year extensions, unless either party notifies the other of its intent not to renew at least 12
(twelve) calendar months prior to the expiration date.
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Hyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC I, the control and faculty to make decisions regarding the operation and commercialization, maintaining the control, as
well as the management, over such activities and over all the GIC I Hotel’s assets.
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The hotel must be operational by the second quarter of 2024, it being understood that, in case of force majeure, this deadline will be extended for a period
equivalent to the period that said force majeure event lasts.
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The hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC I Hotel Management Agreement.
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Operadora GIC I will maintain operating capital equal to the amount agreed in the Approved Annual Budget (as defined in the GIC I Hotel Management Agreement) and make the necessary equity contributions
for the operation of the hotel and to cover all applicable pre-operative costs.
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Hyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue of the GIC I Hotel and an incentive fee equal to 10% of gross profit of the GIC I Hotel.
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In case of delay in payments of the administrative fee or the incentive fee, there shall be a default interest of 12% per year of pending amounts or Hyatt Inclusive Collection can discount the pending
fees from the gross revenues.
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Operadora GIC I will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross revenues paid monthly), (ii) expenses related to sales generated through
the call center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group services.
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Hyatt Inclusive Collection will maintain the GIC I Hotel in good conditions and will have the right to, at the expense of the Operadora GIC I, make certain changes and improvements to the GIC I Hotel.
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The employees of the GIC I Hotel will work under the supervision of Hyatt Inclusive Collection, but shall be considered from a labor perspective to be under the Operadora GIC I.
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Operadora GIC I must obtain insurance as specified in the GIC I Hotel Management Agreement, including insurance for litigation and damages to the GIC I Hotel.
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Operadora GIC I will indemnify Hyatt Inclusive Collection, any subsidiaries, affiliates or any directors, employees or advisors for any claim that arises in relation to the GIC I Hotel Management
Agreement, unless there has been gross negligence or bad faith.
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Hyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be entitled to a 60-day due diligence period.
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Hyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC I Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain
prior consent from Operadora GIC I, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.
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Operadora GIC I has the right to assign our rights and obligations under the GIC I Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior consent from
Hyatt Inclusive Collection.
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Except for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way alienate the rights that correspond to the GIC I Hotel, either through sale or
any other form of disposition of the GIC I Hotel, of the shares and/or any other similar corporate interest during the first two years of the initial period.
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Termination Events
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Hyatt Inclusive Collection may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period): (i) non-payment of fees or reimbursements, (ii)
failure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain and/or maintain insurance coverage, (vi) interference with Hyatt Inclusive
Collection’ operations, and (vii) failure to meet construction milestones. In such events and if Hyatt Inclusive Collection terminates the GIC I Hotel Management Agreement, Operadora GIC I shall pay the following penalties to Hyatt
Inclusive Collection:
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| • |
A conventional penalty equivalent to 50% of the total of the Administration Fee (as defined in the GIC I Hotel Management Agreement) and the Incentive Fee (as defined in the GIC I Hotel Management
Agreement) of the last 12 months of operation multiplied by the remaining fiscal years of the validity of the GIC I Hotel Management Agreement.
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| • |
If termination occurs before the 12 months mentioned in the previous paragraph can be counted, then the conventional penalty will be the amount resulting from multiplying $2,500 by the number of rooms
provided in the Contract by the number of years remaining of the Validity (as defined in the GIC I Hotel Management Agreement) of the GIC I Management Agreement.
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| • |
If the termination of the GIC I Hotel Management Agreement occurs after 12 months can be counted, but before 4 fiscal years can be counted, then the conventional penalty will be the equivalent to the
total of the sum of the Administration Fee and the incentive fee of the last 12 months multiplied by three.
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| • |
Operadora GIC I may terminate the GIC I Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period except for (i)): (i) Hyatt Inclusive Collection fails to make
the guaranteed payments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises for five business days, (iv) Hyatt Inclusive Collection fails to renew any permits
affecting operations; (v) Hyatt Inclusive Collection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.
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| • |
Governing Law
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| • |
The GIC I Hotel Management Agreement is governed by the laws of Mexico and the parties are subject to the jurisdiction of the courts of Cancun, Quintana Roo or Mexico City as chosen by the plaintiff.
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GIC I Lease Agreement
On September 5, 2019, the GIC I Trust entered into a lease agreement with Operadora GIC I pursuant to which the GIC I Trust leases the GIC I Hotel’s properties to Operadora GIC I, both restricted subsidiaries
under the Indenture, for a period of 20 years.
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Key Terms
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| • |
As long as the lessee is in compliance with the terms of the GIC I Lease Agreement, the parties may agree to extend the agreement.
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| • |
The lessee will pay a variable rent equivalent to variable rent equivalent to 98% of the gross revenue, payable within the first four months of each year. The variable rent pending from the previous
year has priority in order of payment, followed by the variable rent.
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| • |
The rent may be paid in pesos, calculated at the exchange rate published by the Mexican Central Bank on the previous business day to the payment date.
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| • |
The rent amount, terms and conditions are revisited every three years in order to take into consideration inflation rates and market conditions, among others. The rent structure may be modified if there
is a change in law, with the lessor’s prior written consent.
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| • |
There shall be monthly interest payments in case of delayed payment of rent, in accordance with the legal interest rate (9% per annum) provided under the Federal Civil Code.
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| • |
The GIC I Lease Agreement contains terms and conditions customary for a transaction of its nature, pursuant to which the lessee, among others, will: (i) allow the lessor to inspect the GIC I Hotel; (ii)
comply with any law or requirement (including environmental laws); (iii) leave and deliver GIC I Hotel’s properties to the lessor in the same condition as delivered; (iv) maintain necessary permits, licenses or authorizations for
operation and occupancy of GIC I Hotel’s properties; (v) notify of any judicial or administrative process (including related to compliance with environmental regulations) initiated against any of the parties related to GIC I Hotel’s
properties; (vi) pay and withhold taxes (except those that must be paid by the lessor, pursuant to the GIC I Lease Agreement); (vii) prepare and deliver quarterly and annual financial information. On the other hand, the lessor will:
(i) deliver the derivative and material possession of GIC I Hotel’s properties and allow the use by the lessee; (ii) not interfere with the management and operation of the GIC I Hotel; (iii) maintain GIC I Hotel’s properties in good
conditions, among others.
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| • |
The permitted use of GIC I Hotel’s properties is restricted to the use in accordance with the GIC I Hotel Management Agreement, which restricts it to activities typically conducted by a hotel such as
hospitality services, restaurant services, sale of alcoholic and non-alcoholic beverages, among others.
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| • |
The permits and licenses required to operate the GIC I Hotel must be obtained and maintained by the lessee or the Hotel Operator.
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| • |
The lessee may not assign its rights and obligations without the express, prior written consent of the lessor. However, with the instruction of the Trust Administrator (as defined in the GIC I Lease
Agreement), the lessor may assign its rights and obligations.
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| • |
The lessee is authorized to execute sub-leasing agreements for hotel spaces or rooms, as long as they are in compliance with the GIC I Hotel Management Agreement.
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| • |
The lessee shall indemnify the lessor, its employees, agents, contractors or consultants, from any claim arising from any harm, disease or death that take place in the GIC I Hotel, as long as not due to
the negligence or bad faith of the lessor; labor claims, payment of taxes due by the lessee, among others specified in the GIC I Lease Agreement.
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| • |
If there is an expropriation that makes it impossible to continue to use the GIC I Hotel, any of the parties may terminate the GIC I Lease Agreement.
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| • |
Termination Events
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| • |
The lessor may terminate the GIC I Lease Agreement at any time, prior instruction of the Trust Administrator (as defined in the GIC I Lease Agreement), with 30 business days’ notice to the lessee. In
addition, the lessor may terminate the GIC I Lease Agreement if the lessee defaults on any of its obligations under the GIC I Lease Agreement, uses GIC I Hotel’s property for a different purpose than allowed or assigns its rights
and/or obligations in favor of a third party, without prior written consent of the lessor, default in the payment of rent, if the lessee becomes insolvent or files for bankruptcy, if the lessee’s assets are frozen or seized pursuant
to a judicial procedure, a change of control in the lessee, or if the GIC I Hotel Management Agreement is terminated and the Hotel Operator is not substituted, among others.
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| • |
The Lessor may terminate the agreement by means of a termination notice delivered 30 business days in advance.
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| • |
Governing Law
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| • |
The GIC I Lease Agreement is governed by the laws of the State of Quintana Roo, Mexico and the parties are subject to the jurisdiction of the courts of Mexico City.
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Finamo Sale and Lease Back Agreements
On February 27, 2023, Murano World, as lessee, Arrendadora Finamo, as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease agreement under
which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes (“Finamo Sale and Lease Back Agreement I”).
On October 24, 2023, Murano World, as lessee, Arrendadora Finamo, as lessor, and Marcos Sacal Cohen, as depositary, and Edificaciones BVG as joint and several obligor, entered into a lease agreement under which
the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods, its accessories and spare parts for a specific period, as determined in the annexes (“Finamo Sale and Lease Back Agreement II” and together with the Finamo Sale and Lease Back Agreement I, the “Finamo Sale and Lease Back Agreements”). As of December
31, 2024, Ps.$364.4 million was outstanding under these agreements.
| • |
Key Terms
|
| • |
Each of the leases entered into under the Finamo Lease Agreements will be implemented through the execution of the annexes and shall additionally determine the specific elements that must govern each
lease, such as (i) the documentation and precise description of the assets subject to the lease (ii) the amount of the rents that Murano World shall pay to Arrendadora Finamo or its designee (iii) the fixed term and (iv) the breakdown
of the additional concepts that may be applicable to the transaction.
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| • |
Murano World must comply with the fixed term of each annex and therefore agrees to cover the rents due as they are generated duly contained in the table of payments in each annex, however, the early
termination of the agreed term or failure to pay the obligations acquired by Murano World shall constitute the payment of the conventional penalty established in each annex.
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| • |
The rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable as they accrue.
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| • |
Failure to timely pay any amount payable by Murano World or any other document executed in accordance therewith, Murano World shall pay Arrendadora Finamo a default interest of 3% (three percent) on the
amount corresponding to the overdue and unpaid obligations computed from the date on which the payment is due, until the date of effective payment for the number of days elapsed, without prejudice to the right of Arrendadora Finamo to
terminate the Agreement and Exhibits in advance.
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| • |
Murano World has, among others, the following obligations (i) obtain the permits, authorizations or licenses necessary for the proper use of the goods, as well as the payment of any taxes, license or
permit that may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract (as defined in the Finamo Sale and Lease Back Agreement), (ii) repair the damages and harm and hold the lessor harmless
from the possible execution of illegal acts in which the leased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may suffer, before the date of delivery of the same and maintain said
insurance in force while the goods are in its possession, (iv) provide quarterly financial statements and annual audited financial statements, (v) inform the lessor of any event that may jeopardize its obligations under thereunder,
(vi) refrain from making any encumbrance, sublease and/or dispose of the goods in any way different from the agreement’s purpose, and (vii) hold the lessor safe and harmless from any liability it may be awarded with respect to damages
and/or any loss that may be caused by any third party from the execution of illegal acts in which the leased property is involved.
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| • |
The lessor may require Murano World and the depositary and the joint obligor to subscribe a promissory note in its favor for each executed annex.
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| • |
The lessor assign, transfer, discount or transmit by any legal figure each one of the rights and obligations contracted under the Finamo Sale and Lease Back Agreement I. The lessee may not assign or
transfer in any way its rights and obligations thereunder without the express written authorization of the lessor.
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| • |
Termination Events
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| • |
Among others, the following will constitute an event of default by Murano World: (i) any non-compliance with its obligations, (ii) for delay and/or failure to timely pay any consideration or amount due
and payable thereunder, (iii) the seizure of the goods, (iii) bankruptcy, suspension of payment, dissolution or liquidation, (iv) increase the level of leverage shown in the credit risk analysis at the time of approving the
transaction and/or vary the cash coverage on the payment of rents
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| • |
Governing Law
|
| • |
The Finamo Sale and Lease Back Agreement I is governed by the laws of Mexico and the parties are subject to the jurisdiction of the courts of Mexico City. The Finamo Sale and Lease Back Agreement II is
governed by the laws of Culiacán, Sinaloa, México and the parties are subject to the jurisdiction of the courts of Culiacán, Sinaloa, México.
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Coppel Lease Agreement
On November 8, 2023, Operadora GIC I, as lessee, Arrendadora Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease agreement under
which the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the parties, including
of equipment, their accessories and spare parts, and under which, additionally, the lessee will have the obligation to pay to the lessor the rental amount. As of December 31, 2024, Ps.$190.8 million was outstanding under this agreement.
| • |
Key Terms
|
| • |
Each of the leases that are formalized under the lease will be implemented through the execution of annexed contracts. The term of the annexed contracts will be of 60 months.
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| • |
As consideration for the use and enjoyment of the goods, the lessee will pay the lessor the amount of the Lease without considering the VAT. The amount of the Lease will be that established under the
corresponding item in the annexed contracts.
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| • |
The rental amount will be covered by the lessee through installments that will be covered monthly in arrears and will be payable as they accrue.
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| • |
In the event that the lessee does not make the corresponding payment, a daily default interest will be charged from the date of default and until full payment on the amounts owed at the monthly rate
agreed in each Annexed Contract.
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| • |
Operadora GIC I has, among others, the following obligations: (i) obtain the permits, authorizations or licenses necessary for the proper use of the goods, as well as the payment of any taxes, license
or permit that may be applicable for the use and enjoyment of the goods during the validity of the Annexed Contract, (ii) repair the damages and harm and hold the lessor harmless from the possible execution of illegal acts in which
the leased property is involved, (iii) obtain broad coverage insurance that covers any risk that the goods may suffer, before the date of delivery of the same and maintain said insurance in force while the goods are in its possession.
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| • |
Termination Events
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| • |
The Coppel Lease Agreement shall terminate by express agreement by the parties or if there is theft or total loss of the leased goods.
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| • |
Among others, the following will constitute an event of default by Operadora GIC I: (i) any non-compliance with its obligations, (ii) the seizure of the goods, (iii) using the goods for a purpose other
than that agreed upon, (iv) subletting the goods, (v) bankruptcy, suspension of payment, dissolution or liquidation, (vi) failure to make repairs or maintenance services to the goods, (vii) loss or deterioration of goods, and (viii)
failure to comply with any other financing granted by Arrendadora Coppel or any other financial institution.
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| • |
Governing Law
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| • |
The Coppel Lease Agreement is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
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GIC I Supervision Agreement
On October 1, 2019, Ideurban entered into a services agreement with the GIC I Trust whereby the GIC I Trust retains the services of Ideurban who shall provide all services necessary for the development of the
GIC I Hotel.
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Key Terms
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| • |
Ideurban shall render the following services: (i) development services which include to supervise, audit and approve the development phases of the construction, made by the Contractors until delivery of
the fully completed construction as provided under each of the GIC I Construction Agreements; (ii) coordination services which include the coordination and evaluation of the day-to-day construction activities of the GIC I Hotel
performed by the Contractors and act as the GIC I Trust’s authorized party to approve and supervise the Contractors’ obligations and rights under the GIC I Construction Agreements; (iii) supervision services which include to provide
all supervision and construction management services necessary for the development of GIC I Hotel, taking care at all times of the relationship with the Contractors and with the responsible construction managers and co-responsible
parties. Additionally, supervision services also include the supervision of the activities and work performed by the Contractors in terms of the GIC I Construction Agreements, as well as under any agreement, sub-agreement or amendment
thereto related to the construction of GIC I Hotel, and shall report the construction progress bi-weekly (or earlier in case it is required under the GIC I Construction Agreements); and (iv) any other service that involves
coordinating, verifying, assisting, evaluating or supervising the construction of GIC I Hotel. Ideurban shall comply with instruction delivered by the GIC I Trust in connection with the services to be rendered by Ideurban and the
Contractors.
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| • |
The GIC I Trust pays directly to the Contractors any amounts due under the pending GIC I Construction Agreements.
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| • |
Ideurban’s main obligations are: (i) provide the above-mentioned services in an efficient and timely manner, with the technical means of organization, experience and economic capacity and highest
quality of service; (ii) verify that the Contractors engaged for the construction of the GIC I Hotel comply with the applicable regulation (including environmental regulations) and Ideurban will be liable for the non-compliance of the
Contractors in accordance with the applicable regulations; (iii) prepare and deliver to the GIC I Trust a report on the first and 15th day of each month describing the status of the construction, as well as the activities carried out
by Ideurban in rendering of the services; and (iv) supervise and audit the Contractors’ compliance with their environmental obligations.
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| • |
Termination Events and Penalties
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| • |
Ideurban may terminate the GIC I Supervision Agreement in the event of (i) payment default without reasonable cause; (ii) if any amount due to Ideurban is not reimbursed by the GIC I Trust; and (iii) if
the GIC I Trust files for bankruptcy.
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| • |
The GIC I Trust may terminate the GIC I Supervision Agreement with justified cause at any time.
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| • |
Governing Law
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| • |
The GIC I Supervision Agreement is governed by the laws of Mexico.
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GIC I Master Construction Agreement
On January 25, 2019, Edificaciones BVG entered into a construction agreement with the GIC I Trust (the “GIC I Master Construction Agreement”).
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Key Terms
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| • |
The GIC I Master Construction Agreement will be in force until October 31, 2024.
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| • |
The Parties agree that the descriptions, units, quantities, measurements, materials, unit price, amount, and other characteristics and specifications as detailed in the defined budget. The construction
works include specialized and qualified labor, equipment, materials, tools, scaffolding and the necessary technical supervision.
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| • |
Edificaciones BVG is required to (i) perform the constructions works in accordance with the highest quality standards and in accordance with the construction regulations applicable to it, (i) comply
with all the rules, provisions and ordinances indicated by the corresponding authorities and those contained in the applicable laws and regulations, (iii) use specialized labor suitable to achieve the quality and/or proper functioning
of equipment, expenses, freight, payment of tariffs, maneuvers, labor, prices of the materials, tools, services and other elements that are required to be used in the construction, (iv) fully prepare and build the construction, (v)
assume at its own expense the full obligation of payment of taxes, duties, salaries and legal benefits, and (vi) acquiring the civil liability policy, to protect with the most extensive coverage for the damages that the works of the
construction may cause to third parties. The insurance must remain in force and with an insured amount equivalent to the Total Price (as defined in the GIC I Master Construction Agreement).
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| • |
Edificaciones BVG is entitled to receive as a consideration the sum price of USD $281,373,569 plus VAT.
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| • |
Edificaciones BVG will be the sole responsible and sole employer in any type of labor relationship that arises or may arise with its workers under the GIC I Master Construction Agreement.
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| • |
Edificaciones BVG undertakes to release and keep the GIC I Trust safe and harmless (including any and all affiliates and/or subsidiaries, directors, officers, legal representatives, collaborators,
agents and/or shareholders of the latter) from any lawsuit, or of any claim of administrative authority or civil or criminal controversy that may be filed against it, as well as to reimburse the amounts that the Client may spend to
meet any contingency on such concepts.
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| • |
Termination Events and Penalties
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| • |
GIC I Trust may terminate the GIC I Master Construction Agreement in the event of Edificaciones BVG’s: (i) failure to commence the Construction on the specified date, (ii) unjustified delay in the
termination of the Constructions, (iii) failure to comply with any obligation under the GIC I Master Construction Agreement in a timely manner, and (iv) filing for bankruptcy.
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| • |
Governing Law
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| • |
The GIC I Supervision Agreement is governed by the laws of Mexico.
|
GIC II
GIC II Hotel
Under the previous development plan, Murano intended to develop another hotel as part of phase two of the GIC Complex, GIC II Hotel. Consequently, Murano previously entered into the GIC II Hotel Management
Agreement for the operation of the GIC II Hotel, however, latest market developments shifted Murano´s focus towards residential development and commercialization, deciding to halt the development of the GIC II Hotel to prioritize GIC
Condominiums. The intention of Murano is to terminate the GIC II Hotel Management Agreement.
GIC II Hotel Management Agreement
On August 23, 2021, Operadora GIC II entered into a hotel management agreement with AMR Operaciones MX, S. de R.L. de C.V. (Hyatt Inclusive Collection), as hotel manager, pursuant to which the hotel manager
will operate the GIC II Hotel for a period of 15 mandatory years starting on the date in which the hotel manager gives notice of receipt of the GIC II Hotel or February 1, 2024, whatever occurs later, with the possibility of a subsequent five
year extension (as amended, supplemented or otherwise modified from time to time). Murano has yet to begin the process of securing financing for the commencement of the development of GIC II Hotel.
| • |
Key Terms
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| • |
Hyatt Inclusive Collection will have, in the name and on behalf of Operadora GIC II, the control and faculty to make decisions regarding the operation and commercialization, maintaining the control, as
well as the management, over such activities and over all the GIC II Hotel’s assets.
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| • |
The hotel will be designed to the Hyatt Inclusive Collection standards specified in the GIC II Hotel Management Agreement.
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| • |
Operadora GIC II will maintain operating capital equal to the amount agreed in the Approved Annual Budget and make the necessary equity contributions for the operation of the hotel and to cover all
applicable pre-operative costs.
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| • |
Hyatt Inclusive Collection will be entitled to an administrative fee equal to 3% of annual gross revenue and an incentive fee equal to 10% of gross profit.
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| • |
The employees of the GIC II Hotel will work under the supervision of Hyatt Inclusive Collection but shall be considered from a labor perspective to be under Operadora GIC II.
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| • |
Operadora GIC II must obtain insurance as specified in the GIC II Hotel Management Agreement, including for litigation and damages to the GIC II Hotel.
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| • |
Operadora GIC II will reimburse Hyatt Inclusive Collection for (i) commercialization and sales costs (up to 6.0% of annual gross revenues paid monthly), (ii) expenses related to sales generated through
the call center and website set up by Hyatt Inclusive Collection which will amount to 5% of sales generated through that conduit, and (iii) reimbursement for group services.
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| • |
Any late payments due to Hyatt Inclusive Collection will carry a 12% interest per year.
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| • |
Hyatt Inclusive Collection will have a right of first refusal if we decide to sell the hotel. Pursuant to this right, it will be entitled to a 60-day due diligence period.
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| • |
Hyatt Inclusive Collection will have the right to assign its rights and obligations under the GIC II Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain
prior consent from Operadora GIC II, as long as the assignee proves that it has control of Hyatt Inclusive Collection and the necessary experience to operate the hotel.
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| • |
Operadora GIC II has the right to assign our rights and obligations under the GIC II Hotel Management Agreement to an affiliate, subsidiary or related party, without the need to obtain prior consent
from Hyatt Inclusive Collection.
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| • |
Except for the rights and obligations under the financing documents, we may not sell, assign, transfer or in any other way alienate the rights that correspond to the hotel, either through sale or any
other form of disposition of the hotel, of the shares and/or any other similar corporate interest during the first 2 (two) years of the initial period.
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| • |
In case the delivery of GIC II Hotel is delayed from January 1, 2024, we will be responsible to pay U.S.$5,000 to Hyatt Inclusive Collection for each late day, which will be capped at U.S.$500,000.
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| • |
Termination Events
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| • |
Hyatt Inclusive Collection may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period, except for (i) non-payment of fees or
reimbursements, (ii) failure to maintain the required operating capital, (iii) insolvency or bankruptcy, (iv) loss of material permits affecting operations, (v) failure to obtain and/or maintain insurance coverage, (vi) failure to
provide the amounts required for the operation of the GIC II Hotel, (vii) interference with Hyatt Inclusive Collection’ operations, and (viii) interference with Hyatt Inclusive Collection’s activities under the GIC II Hotel Management
Agreement; (xi) failure to notify the payment priority under the GIC II Hotel Management Agreement (x) failure to meet construction milestones. In such events and if Hyatt Inclusive Collection terminates the GIC II Hotel Management
Agreement, Operadora GIC II shall pay to Hyatt Inclusive Collection, as determined by the latter, (a) damages; or (b) a penalty as described below:
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| • |
Before the first year following the execution: U.S.$10 million;
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| • |
Following the first year and before the fourth year following the execution: the result of multiplying by three the total sum of the Administration Fee and the incentive fee for the last 12 months; and
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| • |
After the fourth year following the execution: the sum of the Administration Fee and the incentive fee for the last 12 months.
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| • |
Operadora GIC II may terminate the GIC II Hotel Management Agreement under the following circumstances (each subject to a 30-day cure period): (i) Hyatt Inclusive Collection fails to make the guaranteed
payments, (ii) insolvency or bankruptcy of Hyatt Inclusive Collection, (iii) Hyatt Inclusive Collection abandons the hotel premises, (iv) Hyatt Inclusive Collection fails to renew any permits affecting operations; (v) Hyatt Inclusive
Collection fails to meet at least 85% of gross operating profit for two consecutive years and does not cover the shortfall.
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| • |
Governing Law
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| • |
The GIC II Hotel Management Agreement is governed by the laws of Mexico.
|
GIC Complex’s Adjacent Amenities
GIC World Trade Center Sublicense Agreement
On January 15, 2020, the GIC I Trust entered into a sublicense agreement with Frana Management, S.A.P.I. de C.V. (“Frana”), pursuant to which Frana granted the GIC I Trust an exclusive sublicense for the use
and exploitation of the following trademarks: (i) World Trade Center Cancun, (ii) WTC Cancun, and (iii) the logo (the “Sublicensed Property”) for a period of 10 years starting on the date in which the
conditions precedent referred below are fulfilled (the “GIC World Trade Center Sublicense Agreement”). Murano has yet to begin the process of securing financing for the commencement of the GIC World Trade Center.
| • |
Conditions Precedent
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| • |
Registration before the Mexican Institute of Intellectual Property of: (i) the original license agreement; (ii) the Sublicensed Property; and (iii) the GIC World Trade Center Sublicense Agreement;
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| • |
Assignment of the Sublicensed Property in favor of the WTCA; and
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| • |
Authorization of the WTCA to recognize the rights of the GIC I Trust.
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| • |
Key Terms
|
| • |
The GIC I Trust shall pay Frana: (i) a single payment of U.S.$250,000 (VAT included) within five business days after the aforementioned conditions precedent are fulfilled; and (ii) an annual fee of
U.S.$25,000 (VAT included) thereafter.
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| • |
Within five business days after the aforementioned conditions precedent are fulfilled, the GIC I Trust will deposit U.S.$25,000 in escrow, to the benefit of Frana. Upon satisfaction of all conditions
precedent, Frana may (i) apply the escrow deposit as payment of the first annuity; or (ii) return the escrow deposit to the GIC I Trust.
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| • |
Unless otherwise approved by the WTCA in writing, the Sublicensed Property shall be used only in connection with: (i) the trade-related services described in WTCA’s Service Quality Standards Development
and Certification Guide for 2015, as may be revised or amended by WTCA from time to time; and (ii) the branding of a facility owned by the GIC I Trust in the GIC I property or owned by a third party in the GIC I Hotel and branded in
accordance with the original license agreement.
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| • |
Termination Events
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| • |
Frana may seek an early termination of this agreement if the GIC I Trust: (i) fails to comply its obligations under the original license agreement; (ii) fails to request the authorization of WTCA to
recognize the GIC I Trust’s rights within 30 days since the execution of this agreement; (iii) becomes insolvent or bankrupt; (iv) assigns or transfers its rights under this agreement without the prior written consent of Frana; and/or
(v) the GIC I Trust or its employees, representatives or personnel, engages in any illegal conduct or activity involving the Sublicensed Property.
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| • |
The GIC I Trust may terminate this agreement under the following circumstances: (i) Frana fails to fulfill its payment obligations for a period of one year; (ii) the GIC I Trust has not commenced use of
the Sublicensed Property within three consecutive years after this agreement has become effective; (iii) Frana notifies the GIC I Trust on more than three occasions within a one-year period that the GIC I Trust is not furthering the
purposes of the WTCA; (iv) Frana becomes insolvent or bankrupt, assigns or transfers its rights under this agreement without the prior written consent of the GIC I Trust or it its employees, representatives, personnel, engages in any
illegal conduct or activity involving the Sublicensed Property.
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| • |
Governing Law
|
| • |
The GIC World Trade Center Sublicense Agreement is governed by the laws of Mexico.
|
Murano has not yet begun the process of securing financing for the commencement of the GIC World Trade Center.
Description of Certain Financing Agreements
See “Item 5. –Operating and Financial Review and Prospects” for a discussion of the main provisions of our financing agreements relating to our properties, including
provisions whereby some of our properties are pledged as collateral under such financings.
| ITEM 4A. |
UNRESOLVED STAFF COMMENTS
|
None / Not Applicable.
| ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
| A. |
Operating Results
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You should read the following discussion in conjunction with the Consolidated and Combined Financial Statements, as well as the other parts of this Report: “Presentation of Financial and
Other Information” and “Item 5—Operating and Financial Review and Prospects” for information regarding our financial statements, exchange rates, definitions of technical terms and other introductory matters.
Certain information contained herein, including information with respect to our plans and expectations for our business and the Properties, are forward-looking statements and involve risks
and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in such forward-looking statements. You should consider carefully the factors set forth under “Cautionary
Statement Concerning Forward Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from any forward-looking statements contained in this Report.
Overview
On March 20, 2024, Murano PubCo, completed the Business Combination described in more detail under “Item 4. Information on the Company-A. History and Development of the
Company-Business Combination.” As a result, on March 21, 2024, Murano’s ordinary shares and warrants commenced trading on Nasdaq under the symbols, “MRNO” and “MRNOW,” respectively.
Murano Group is an international development corporate group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office, and hotel projects in Mexico
with a vision to create competitive and leading investment vehicles for the acquisition, consolidation, operation, and development of real estate assets. We also provide comprehensive services, including the execution, construction,
management, and operation of a wide variety of industrial, business, tourism real estate projects, among others. We have a national footprint and international outreach aimed at institutional real estate investors.
We were formed primarily to develop and manage a portfolio of hotel and resort properties in Mexico City, Cancun, and Ensenada. We currently own (i) Operational Hotels in Mexico City and Cancun, (ii) a Project
Under Completion in Cancun and (iii) Projects to be Developed in Cancun and Ensenada.
Operational Hotels
Our current portfolio of Operational Hotels consists of:
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Andaz Hotel: the Andaz Mexico City Condesa operated by Hyatt, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been operational
since the first quarter of 2023, the Andaz Hotel has 213 rooms and several amenities, including a sky bar “Cabuya Rooftop”, multiple restaurants, an auditorium, breakout rooms, a business center, a pet friendly area and restaurant for
pets, the “Wooftop”, a gym and a spa. It also has a 954.31 sqm ballroom with a crystal dome with a capacity for 49 tables and 588 guests.
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Mondrian Hotel: the Mondrian Mexico City Condesa operated by Accor, is part of the Insurgentes 421 Hotel Complex in Mexico City. Completed in 2022 and has been
operational since the first quarter of 2023, the Mondrian Hotel has 183 rooms and several amenities, including “Terraza” bar and a “Flower Shop” coffee shop.
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Vivid Hotel: the Hyatt Vivid Grand Island operated by Hyatt is part of the GIC I Hotel in the GIC Complex in Cancun. Recently completed and operational since April
2024, the Vivid Hotel is an adult-only brand all-inclusive hotel categorized as five-star upper scale with 400 rooms and several amenities, including one main buffet, one coffee shop, the vantage club for VIPs, seven specialty
restaurants, six bars, gym, spa, one retail shop, and 1,010 sqm space for events.
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The Grand Island Beach Club is part of the GIC Complex in Cancun and commenced operations in April 2024. The Beach Club provides services to the Vivid Hotel and will provide services to future hotels located in
the GIC Complex.
Project Under Completion
The Murano Group is also developing the Project Under Completion. In light of recent market conditions and the evolving market outlook, the Murano Group’s management and board of directors have revised the
Group’s strategic development pipeline to prioritize the development and commercialization of condominiums (residential units), which we believe better serves the interests of the Group’s shareholders.
The GIC Complex is being developed in two phases. Phase one, which is nearing completion, was initially planned to include 1,016 hotel rooms under two brands: (i) 400 rooms, already operational under the
“Vivid” brand, an adults-only concept; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly offering. The opening of the Dreams Hotel has been delayed to the fourth quarter of 2025 to allow the Group, in coordination
with the hotel operator, to apply insights from the operation of the Vivid Hotel and to complete certain improvements. These include enhancements required to meet the hotel operator’s global building standards and updates to the common areas,
including expanded meeting and event spaces.
The Group is currently conducting a strategic review of the GIC I phase. While the existing plan continues to contemplate the full buildout of 1,016 hotel rooms, it is increasingly unlikely that this target
will be maintained. The Group is evaluating whether to proceed with this plan or pursue alternative development options, including the potential replacement of the Dreams Hotel component with additional residential units. As part of this
review, the Group is also assessing funding needs, potential modifications to the development pipeline, and possible adjustments to the operations and administrative services agreement with the hotel operator.
Projects to be Developed
We currently own the following projects that we plan to develop (the “Projects to be Developed”):
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GIC Phase II: Phase two is planned to consist of approximately 1,254 condominiums, divided into four condominium towers with partial views of the ocean, lagoon and/or
adjacent golf course owned by Iberostar. The list of amenities includes pools, tennis court, volleyball court, snack bar, firepits, jungle gym, pet garden, spa, coworking rooms, among others. The Group’s management and board of
directors are continuously evaluating the plan for phase two of the GIC Complex. We expect the development of the first 466 condominiums to cost approximately U.S.$87.2 million.
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Baja Cruise Port: Development of a cruise port with a capacity of 2 million passengers per year. The Group is in early-stage discussions regarding financing terms
with a national bank and has signed an memorandum of understanding with a major global cruise line operator. We expect the development of the Baja Cruise Port to cost approximately U.S.$136 million.
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Baja Marina: Development of a marina consisting on approximately 15,000 linear ft slip spaces. We expect the development of the Baja Marina to cost approximately
U.S.$32 million.
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Baja Retail Village: Development of Baja Retail Village with a leasable area of approximately 45,000 sqm. We expect the development of the Retail Village to
cost approximately U.S.$55 million.
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Resort Property in Baja Development Project: this resort is expected to have two five-star upper-upscale resorts, one with 371 keys and a second one with 400
keys. Based on preliminary estimates, we expect the development of the Resort Property in Baja Development Project to cost approximately U.S.$180 million. We have not yet begun the process of trying to secure financing for the
development of this project. Therefore, we do not know when and if we will be able to begin construction of this project.
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Baja Park Development Project: this industrial park project in Ensenada, will consist of 363,262 sqm
of leasable space. This project is currently under evaluation, and we have not yet begun the process of trying to secure financing for its development. Therefore, we do not know when and if we will be able to begin construction
of this project. We expect the development of the Baja Park to cost approximately U.S.$122 million.
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The company is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing with
Hyatt Inclusive Collection, with respect to the GIC I Hotel regarding potential changes to the current operations and administration services agreement).
The GIC Phase II, the Resort Property in Baja Development Project, the Baja Park Development Project, the Baja Cruise Port, the Baja Marina and the Baja Retail Village are projects that we plan to develop
subject to planning and environmental approvals as well as Murano Group being able to secure financing on acceptable terms.
The GIC Complex and the Resort Property in Baja Development Project are expected to be comprised of all-inclusive resorts and residential
condominiums, several of which will share the following characteristics: (i) prime beachfront locations; (ii) convenient air access from a number of North American and other international gateway markets; (iii) strategic locations in
popular vacation destinations in Mexico with strong government commitments to tourism; (iv) high quality physical condition; and (v) capacity for further growth through incremental renovation or repositioning opportunities. We believe
that the resorts in our portfolio will have a competitive advantage due to their location, amenities offering, large-scale and guest-friendly design.
Business Combination
In connection with, and prior to, the Business Combination, on March 1, 2024, Murano converted from a private limited company operating under the name “Murano Global Investments Ltd” into a public limited
company operating under the name “Murano Global Investments PLC”.
Pursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) New CayCo merged with and into HCM, the separate corporate existence of New CayCo
ceasing with HCM being the surviving company and a wholly owned direct subsidiary of Murano and (ii) HCM changed its name to “Murano Global Hospitality Corp”. The surviving company is centrally managed and controlled from, and resident
for tax purposes in, the United Kingdom.
In addition, at the effective time of the Merger, (i) each issued and outstanding HCM ordinary share, par value $0.0001 per share was automatically canceled and extinguished, and each holder of HCM
Ordinary Shares received merger rights representing a corresponding number of Murano ordinary shares, no par value per share (the “Murano Ordinary Shares”), and (ii) each issued and outstanding
warrant to purchase one HCM Ordinary Share automatically ceased to represent a right to acquire an HCM Ordinary Share and converted into and represent a right to acquire Murano Ordinary Shares and each Murano Warrant (a) has an exercise
price of $11.50 per whole warrant required to purchase one Murano Ordinary Share, and (b) will expire on the five-year anniversary of the closing date of the Business Combination (i.e., March 20, 2029).
As a result of the foregoing transactions, there were 79,242,873 ordinary shares and 16,875,000 warrants outstanding as of March 20, 2024.
On March 21, 2024, Murano’s ordinary shares and warrants commenced trading on the Nasdaq Stock Market LLC under the symbols, “MRNO” and “MRNOW,” respectively.
The Business Combination was accounted for as a capital reorganization in accordance with IFRS 2 Share-based payment. Under this method of accounting, there is no acquisition accounting and no recognition
of goodwill or intangible assets, as HCM does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations given it consisted predominantly of cash in a trust account.
HCM is treated as the accounting “acquired” company for financial reporting purposes, and Murano PubCo is the accounting “acquirer”. This determination was primarily based on (i) Murano Group’s
shareholders hold a majority of the voting power of Murano PubCo, (ii) Murano Group’s operations substantially comprise the ongoing operations of the combined company, (iii) Murano Group’s designees comprise a portion of the governing
body of Murano PubCo, and (iv) Murano Group’s senior management comprise the senior management of Murano PubCo.
Murano Group Reorganization Prior to Business Combination
Prior to and in connection with the Business Combination, the Murano Group implemented a corporate reorganization consisting of share transfers and assignments of trust rights with the purpose of, among
other aspects, Murano PubCo becoming the shareholder of 99.99% of the stock of Murano PV and Murano PV emerging as the holding company that consolidates all entities of the Murano Group. As a result of the Murano Group Reorganization,
Murano PV controls and consolidates all the Murano Group’s entities.
Pursuant to the Murano Group Reorganization, prior to and in preparation for the share transfers and assignments described below: (i) Murano World, as lender, and Murano PV, as borrower, entered into a
loan agreement for an amount of Ps.$34,419,809.11, to fund Murano PV’s share acquisitions; and (ii) Murano PV carried out a capital reduction in its variable capital stock in the amount of Ps.$16,363,928.
Then, the following share transfers and assignments of trust rights were completed as part of the Murano Group Reorganization:
Murano PV Capital Stock
| • |
ESAGRUP transferred to Murano World 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano
PV.
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Elías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00 representing the fixed capital stock of Murano PV.
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Murano World transferred to Murano 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano PV.
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ESAGRUP Capital Stock
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Murano World transferred to BVG Infraestructura, S.A. de C.V. one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of ESAGRUP.
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Murano Management Capital Stock
| • |
Marcos Sacal Cohen transferred to Inmobiliaria Insurgentes 421 one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of Murano Management.
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Operadora GIC I Capital Stock
| • |
Marcos Sacal Cohen transferred to Murano Management 49,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Operadora GIC I, as well as 210,001 Series B
shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC I.
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| • |
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, representing fixed capital stock of Operadora GIC I.
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Operadora GIC II Capital Stock
| • |
Marcos Sacal Cohen transferred to Murano Management 49,000 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Operadora GIC II, as well as 50,000 Series B
shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Operadora GIC II.
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| • |
Edgar Armando Padilla Pérez transferred to Murano PV 1,000 Series A shares, with a par value of Ps.$1.00 each, representing fixed capital stock of Operadora GIC II.
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Insurgentes Security Trust Rights
| • |
Assignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued by OHI421, contributed by Marcos Sacal Cohen to the Insurgentes Security
Trust.
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| • |
Assignment of the trust beneficiary rights of Marcos Sacal Cohen in favor of Murano Management with respect to the shares issued by OHI421 Premium, contributed by Marcos Sacal Cohen to the Insurgentes
Security Trust.
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Assignment of the trust beneficiary rights of ESAGRUP in favor of Murano PV with respect to the shares issued by Inmobiliaria Insurgentes 421, contributed by ESAGRUP to the Insurgentes Security Trust.
As payment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$542,500,000 in favor of ESAGRUP.
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Assignment of the trust beneficiary rights of Elías Sacal Cababie in favor of Murano PV with respect to the shares issued by Inmobiliaria Insurgentes 421, contributed by Elías Sacal Cababie to the
Insurgentes Security Trust. As payment for the consideration of such assignment, Murano PV issued a promissory note for the amount of Ps.$18,000,000 in favor of Elías Sacal Cababie.
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OHI421 Capital Stock
| • |
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of OHI421.
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OHI421 Premium Capital Stock
| • |
Edgar Armando Padilla Pérez transferred to Murano PV one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of OHI421 Premium.
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Inmobiliaria Insurgentes 421 Capital Stock
| • |
Elías Sacal Cababie transferred to Murano Management one Series A share, with a par value of Ps.$1.00, pledged in favor of Bancomext, representing fixed capital stock of Inmobiliaria Insurgentes 421.
As payment for the consideration of such share transfer, Murano Management issued a promissory note for the amount of Ps.$1,000 in favor of Elías Sacal Cababie.
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Servicios Corporativos BVG, S.A. de C.V. Capital Stock
| • |
ESAGRUP transferred to Murano PV 49,500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Servicios Corporativos BVG, S.A. de C.V.
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Murano World transferred to Murano Management 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Servicios Corporativos BVG, S.A. de C.V., as well as
27,773,036 Series B shares, with a par value of Ps.$1.00 each, representing the variable capital stock of Servicios Corporativos BVG, S.A. de C.V.
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Edificaciones BVG
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Edgar Armando Padilla Pérez transferred to Murano PV, of one Series A share, with a par value of Ps.$1.00, representing the fixed capital stock of Edificaciones BVG.
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Edgar Armando Padilla Pérez transferred to Murano Management 24,999 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Edificaciones BVG.
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| • |
Rubén Félix Álvarez Laris transferred to Murano Management 25,000 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Edificaciones BVG.
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Murano World
| • |
Elías Sacal Cababie transferred to Murano PV 500 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano World, as well as 103,267,241 Series B shares, with a
par value of Ps.$1.00 each, representing the variable capital stock of Murano World, and pledged in favor of Sabadell. As payment for the consideration of such share transfer, Murano PV issued a promissory note in the amount of
Ps.$73,000,000 in favor of Elías Sacal Cababie.
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| • |
ESAGRUP transferred to Murano PV 49,499 Series A shares, with a par value of Ps.$1.00 each, representing the fixed capital stock of Murano World, as well as 329,704,074 Series B shares, with a par
value of Ps.$1.00 representing the variable capital stock of Murano World. As payment for the consideration of such share transfer, Murano PV issued a promissory note for the amount of Ps.$266,500,000 in favor of ESAGRUP.
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ESAGRUP transferred to Murano Management one Series A share, with a par value of Ps.$1.00, representing the variable capital stock of Murano World. As payment for the consideration of such share
transfer, Murano Management issued a promissory note for the amount of Ps.$1,000 in favor of ESAGRUP.
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As a result of the share transfers and assignments of trust rights related to the Murano Group Reorganization, different entities of the Murano Group issued six promissory notes for a total amount of
Ps.$900,002,000 Three of such promissory notes, for a total amount of Ps.$809,001,000, were issued in favor of ESAGRUP and the remaining three promissory notes, for a total amount of Ps.$91,001,000, were issued in favor of Elías Sacal
Cababie. Consequently, ESAGRUP conducted a capital reduction of its variable capital stock by redeeming 809,001,000 Serie B shares, and reimbursing them to its shareholder, Elías Sacal Cababie. The payment of such reimbursement was made
by endorsing the promissory notes in favor of Elías Sacal Cababie. Subsequently, Elías Sacal Cababie became the sole owner and holder of all promissory notes and capitalized the amounts documented in such notes in Murano, and Murano
then capitalized such amounts in Murano PV, finalizing the Murano Group Reorganization.
Macroeconomic Scenario
For macroeconomic factors that may affect our results of operations and financial condition see “Item 4. Information on the Company-B. Business Overview-Overview of
Mexico and the Mexican Lodging Industry-Macroeconomic Overview.”
The following diagram sets forth our current corporate structure following the Business Combination and related corporate reorganization, including the subsidiaries of Murano PubCo:
Key Business and Financial Metrics Used by Management
Revenue
We derive our revenues from hotel operations. Management uses revenues to assess the overall performance of our business and analyze trends such as consumer demand, brand preference and competition. For a
detailed discussion of the factors that affect our revenues, see the section entitled “-Item 5. Operating and Financial Review and Prospects—A. Operating Results—Principal Components and Key Factors
Affecting Our Results of Operations.”
Net profit
Net profit represents the total earnings or income generated by our business. Management uses net income to analyze the performance of our business on a combined basis.
Occupancy
Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available
capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.
Average Daily Rate (“ADR”)
ADR represents hotel room revenue divided by the total number of room nights sold in a given period. ADR measures the average room price attained by a hotel and ADR trends provide useful information
concerning the pricing environment and the nature of a hotel’s customer base. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as
changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.
Revenue per Available Room (“RevPAR”)
We calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric
correlated to two key, primary operational drivers at our hotels: Occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.
References to Occupancy, ADR and RevPAR are presented on a comparable basis and references to RevPAR and ADR are presented on a currency-neutral basis (i.e., all periods use the same exchange rates),
unless otherwise noted.
EBITDA and Adjusted EBITDA
EBITDA, presented herein, is a financial measure that is not recognized under IFRS and reflects net (loss) profit for the period, excluding interest expense, a provision for income taxes and depreciation
and amortization. We consider EBITDA to be a useful measure of operating performance, due to the significance of our long-lived assets and level of indebtedness.
Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, adjusted to further exclude transaction-related expenses derived from the Business Combination.
EBITDA and Adjusted EBITDA are not recognized terms under IFRS and should not be considered as alternatives to combined net income (loss) or other measures of financial performance or liquidity derived in
accordance with IFRS. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
We believe EBITDA and Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA and Adjusted EBITDA are
among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested
parties as a common performance measure to compare results or estimate valuations across companies in our industry.
EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow, or other methods of analyzing our
results as reported under IFRS. Some of these limitations are:
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EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
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EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
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EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
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EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
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EBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
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although depreciation is a non-cash charge, the assets being depreciated will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such
replacements; and
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other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.
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Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash available to us to
meet our obligations.
Principal Components and Key Factors Affecting Our Results of Operations
Revenue
Principal Components
We primarily derive our revenues from contracts with customers. This represents revenues derived from hotel operations, including room rentals and food and
beverage sales, and other ancillary revenues at our owned properties. These revenues are primarily derived from two categories of customers: transient and group. Transient guests are individual travelers who are traveling for business
or leisure. Our group guests are traveling for group events that reserve rooms for meetings or conferences. Group business usually includes a block of room accommodations, as well as other ancillary services, such as catering and
banquet services. A majority of our food and beverage sales and other ancillary services are provided to customers also occupying rooms at our hotel properties. As a result, occupancy affects all components of our hotel revenues.
Key Factors affecting our Revenues
The following factors affect the revenues we derive from our operations:
Consumer demand for hotels and resorts and economic conditions. Consumer demand for hotels and resorts is closely linked to the performance of the general economy
and is sensitive to business and personal discretionary spending levels. Declines in consumer demand can be the result of a variety of factors, many of which are unpredictable and not under our control, including, but not limited to:
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changes in general economic conditions, including consumer confidence, income, and unemployment levels resulting from the severity and duration of any downturn in the Mexican, U.S., or global economy;
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conditions that might negatively shape public perception of travel in general and particularly in Mexico, including travel-related accidents, outbreaks of a pandemic, or contagious diseases;
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political conditions or social unrest, terrorist activities or threats, and heightened travel security measures instituted in response to these events;
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other factors affecting or reducing travel patterns;
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changes in desirability of the geographic regions of our resorts and/or the geographic concentration of our resorts;
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changes in the perception or popularity of the brands associated with us and/or our operations;
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other changes in consumer preferences;
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security issues or warnings from foreign governments regarding traveling to certain destinations in Mexico; and
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unseasonal weather conditions, including natural disasters (such as hurricanes, floods, earthquakes and other adverse weather and climate conditions).
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Performance of management companies. We depend on management companies, including Accor and Hyatt, to generate revenue from the rent of rooms to guests, including
international guests. While Accor and Hyatt have a successful track record of attracting international guests to properties, declines in the number of international guests or the prices at which we are able to rent rooms could
materially and adversely affect our financial condition and ability to generate revenues.
Competition. Competition for resort guests and the supply of resorts in Mexico City, Cancun, and Ensenada will affect our ability to increase rates charged to
customers at the properties. As a result, changes in consumer demand and general business cycles can expose our revenues to significant volatility.
Seasonality. The hospitality industry is seasonal in nature, which can be expected to cause fluctuations in our room rental revenues, occupancy levels, room
rates, operating expenses, and cash flows. The periods during which the properties experience higher or lower levels of demand will vary from property to property and depend upon location, customer base, and competitive mix within the
specific location.
Direct and selling, general and administrative expenses
Principal Components
Direct and selling, general and administrative expenses. These reflect the operating expenses, including room expenses, food and beverage costs, operators’
management fees, other support costs, and property expenses. Room expense includes employee benefits for housekeeping, laundry, front desk staff, and supply costs for guest room amenities and laundry. Food and beverage costs include
costs for inventory. Other support expenses consist of costs associated with fees, advertisement, insurance and others. Property expenses include property taxes, depreciation, maintenance and conservation.
Key Factors affecting our Expenses
The key factors that mainly affect the expenses we incur in the course of our operations are the following:
Fixed expenses. Some of the expenses associated with owning hotels are relatively fixed. These expenses include personnel costs, rent, property taxes, management
fees, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our net cash
flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. The effectiveness of any cost-cutting efforts is limited by the fixed costs inherent in our business. As
a result, we may not be able to offset revenue reductions through cost cutting. In addition, any efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our hotels. We have taken
steps to reduce our fixed costs to levels we feel are appropriate to maximize profitability and respond to market conditions without jeopardizing the overall customer experience or the value of our hotels.
Changes in depreciation expense. Changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new hotels, the
disposition of existing hotels through sale or closure, or changes in estimates of the useful lives of our assets. As we place new assets into service, we will be required to record additional depreciation expenses on those assets.
Other items
Foreign currency exchange rates. We expect that a portion of our revenues will be denominated in U.S. dollars or linked to the U.S. dollar, while most of our
operating expenses will be denominated in pesos. Changes in foreign currency exchange rates may become material to us in the future due to factors beyond our control.
Results of Operations
The discussion below relates to the results of the operations of Murano Group. Murano Group is not a single legal entity, but rather a combination of entities that are intended to reflect, for the periods
presented, the ownership and administration of the Properties that we own.
As of the date of this Report, we have operations in the Insurgentes 421 Hotel Complex and in the GIC I Hotel, which commenced operations with the opening of the Vivid Hotel on April 1, 2024.
During December 2022, the Mondrian Hotel partially opened before its full opening in January 2023; therefore, revenue generated for the year ended December 31, 2022 was not significant. Substantially,
except for the Insurgentes 421 Hotel Complex, all Murano Group’s expenditures are being capitalized to construction in process (“CIP”), apart from the administrative expenses.
Our operating results for the years ended December 31, 2024, 2023 and 2022 are not indicative of future operating results.
Year ended December 31, 2024 Compared to Year ended December 31, 2023
Consolidated and Combined statements of profit or loss and other comprehensive income data
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For the year ended December 31
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||||||||
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2024
|
2023
|
|||||||
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(In Mexican Pesos)
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||||||||
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Revenue
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$
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729,953,807
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$
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286,651,914
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Direct and selling, general and administrative expenses:
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||||||||
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Employee Benefits
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325,521,012
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158,777,211
|
||||||
|
Food & Beverage and service cost
|
98,441,323
|
50,548,808
|
||||||
|
Sales commissions
|
37,592,689
|
12,047,140
|
||||||
|
Management fees operators
|
23,928,681
|
6,031,578
|
||||||
|
Depreciation and amortization
|
319,768,815
|
135,498,890
|
||||||
|
Development contributions to the local area
|
—
|
—
|
||||||
|
Property tax
|
12,444,214
|
10,062,451
|
||||||
|
Fees
|
151,697,897
|
81,161,295
|
||||||
|
Administrative fees
|
17,540,773
|
16,148,254
|
||||||
|
Maintenance and conservation
|
52,727,323
|
9,676,728
|
||||||
|
Utility expenses
|
67,542,771
|
11,806,600
|
||||||
|
Advertising
|
53,064,373
|
7,326,696
|
||||||
|
Donations
|
7,842,770
|
7,676,660
|
||||||
|
Insurance
|
35,771,206
|
14,820,097
|
||||||
|
Software
|
6,948,956
|
6,744,506
|
||||||
|
Cleaning and laundry
|
11,301,594
|
9,197,151
|
||||||
|
Bank commissions
|
31,109,553
|
8,317,475
|
||||||
|
Operating supplies and equipment
|
21,804,534
|
-
|
||||||
|
Other costs
|
107,481,760
|
62,238,994
|
||||||
|
Total direct and selling, general and administrative expenses
|
1,382,530,244
|
608,080,534
|
||||||
|
Other income
|
190,235,287
|
25,560,552
|
||||||
|
Other expenses
|
(5,474,442
|
)
|
(9,801,077
|
)
|
||||
|
Listing expense
|
(917,366,970
|
)
|
-
|
|||||
|
Gain (loss) on revaluation of investment property
|
239,508,510
|
(86,598,436
|
)
|
|||||
|
Change in fair value of financial derivative instruments
|
(43,348,480
|
)
|
(75,868,263
|
)
|
||||
|
Change of fair value of warrants
|
(51,946,426
|
)
|
-
|
|||||
|
Exchange rate (loss) income, net
|
(1,492,245,569
|
)
|
768,699,652
|
|||||
|
Interest income
|
34,942,822
|
8,845,532
|
||||||
|
Interest expense
|
(797,018,177
|
)
|
(303,746,643
|
)
|
||||
|
(Loss) profit before income taxes
|
(3,495,289,882
|
)
|
5,662,697
|
|||||
|
Income taxes
|
(72,675,696
|
)
|
52,130,224
|
|||||
|
Net (loss) profit for the period
|
$
|
(3,567,965,578
|
)
|
$
|
57,792,921
|
|||
Revenue: Revenue amounted to Ps.$730.0 million for the year ended December 31, 2024, an increase of Ps.$443.3 million or 154.6% from Ps.$286.7 million from the
year ended December 31, 2023. The increase is mainly attributable to the opening of the Vivid Hotel, which generated revenue of Ps.$265.7 million. The remaining increase is mainly related to the continuing operations of the Andaz Hotel
and the Mondrian Hotel, which amounted to Ps.$296.0 million for the year ended December 31, 2024, compared to Ps.$187.0 million for the year ended December 31, 2023, and Ps.$168.1 million for the year ended December 31, 2024, compared
to Ps.$114.6 million for the year ended December 31, 2023, respectively. The Vivid Hotel’s revenue during 2024 was Ps.$265.7 million, comprising: (1) 88.3% package income, and (2) 11.7% non-package income. The Andaz Hotel’s revenue
during 2024 was Ps.$296.2 million, comprising: (1) 63.0% room income, (2) 31.0% food and beverage income, and (3) 6.0% other income. The Mondrian Hotel´s revenue during 2024 was Ps.$168.1 million, comprising (1) 77.0% room income, (2)
17.9% food & beverage income, and (3) 5.0% other income.
Employee Benefits: Employee benefits amounted to Ps.$325.5 million for the year ended December 31, 2024, an increase of
Ps.$166.7 million or 105% from the year ended December 31, 2023. The increase is mainly attributable to increase in payroll related expenses since the commencement of hotel operations of the Vivid hotel in April 2024. Our employee benefits cost of sales consisted of salaries of Ps.$289.8 million for the year ended December 31, 2024, an increase of Ps.$147.5 million compared to Ps.$142.3 million for the year ended
December 31, 2023; social security and employee food expenses represented the remaining Ps.$35.7 million for the year ended December 31, 2024, an increase of Ps.$19.1 million compared to Ps.$16.6 million for the year ended December 31,
2023.
Food & Beverage and service cost: Food & beverage and service cost amounted to Ps.$98.4 million for the year ended December 31, 2024, an increase of
Ps.$47.9 million or 94.7% from Ps.$50.5 million for the year ended December 31, 2023. The increase in food & beverage and service cost is mainly attributable to the commencement of operations of the Vivid Hotel in April 2024. The
Vivid hotel food & beverage and service cost for the year ended December 31, 2024 was Ps.$62.8 million. The Andaz Hotel food & beverage and service cost for the year ended December 31, 2024 was Ps.$25.6 million, an increase of
Ps.$11.8 million compared to Ps.$13.8 million for the year ended December 31, 2023. The Mondrian Hotel food & beverage and service cost for the year ended December 31, 2024 was of Ps.$10.0 million, a decrease of Ps.$3.8 million
compared to Ps.$13.8 million for the year ended December 31, 2023.
Sales commissions: Sales commissions amounted to Ps.$37.6 million for the year ended December 31, 2024 as compared to Ps.$12.0 million for the year ended December
31, 2023. The amount corresponds mainly to the commissions incurred for services provided by independent online travel agencies such as Expedia and Booking. The amounts attributable to the Vivid Hotel is Ps.$5.7 million; for the Andaz
Hotel is Ps.$29.2 million; and for the Mondrian Hotel is Ps.$2.7 million.
Management fees operators: Management fees operators amounted to Ps.$23.9 million for the year ended December 31, 2024 as compared to Ps.$6.0 million for the year
ended December 31, 2023. The amount corresponds mainly to management services provided by Hyatt and Accor. Vivid Hotel incurred in Ps. $7.9 million, while Andaz Hotel incurred in Ps.$11.9 million, and Mondrian Hotel incurred Ps.$4.2
million.
Depreciation and amortization: Depreciation and amortization amounted to Ps.$319.8 million for the year ended December 31, 2024, an increase of Ps.$184.3 million
from the year ended December 31, 2023. The increase corresponds mainly to the placement into operations of the Vivid Hotel Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and
amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and equipment and Ps.$43.9 million for right of use assets, respectively.
Property tax: Property tax amounted to Ps.$12.4 million for the year ended December 31, 2024, an increase of Ps.$2.4 million or 23.7% from Ps.$10.1 million for the
year ended December 31, 2023. The increase in the property tax is mainly attributable to the Insurgentes 421 Hotel Complex.
Fees: Fees amounted to Ps.$151.7 million for the year ended December 31, 2024, an increase of Ps.$70.5 million or 86.9% from Ps.$81.2 million for the year ended
December 31, 2023. The increase is mainly related to the professional services in preparation for the Rated Notes issuance in September 12, 2024.
Administrative fees: Administrative fees amounted to Ps.$17.5 million for the year ended December 31, 2024, an increase of Ps.$1.4 million or 8.6% from Ps.$16.1
million for the year ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April, 2024; Administrative fees for the Vivid Hotel for the year ended December 31, 2024 amounted to
Ps.$1.6 million, compared to Ps.$0.0 million for the year ended December 31, 2023.
Maintenance and conservation: Maintenance and conservation amounted to Ps.$52.7 million for the year ended December 31, 2024, an increase of Ps.$43.1 million or
444.9% from Ps.$9.7 million the year ended December 31, 2023. This expense increase is attributable mostly to the commencement of operations of the Vivid Hotel in April 2024. Prior to its opening, the Vivid Hotel incurred in maintenance
and conservation expenses mostly related to minor fixes of installations and equipment. Maintenance and conservation expense for Vivid Hotel Complex for the year ended December 31, 2024 is Ps.$18.8 million. Additionally, the Andaz and
Mondrian Hotel Complex´s maintenance and conservation expense amounted to Ps.$28.2 million, mostly attributable to engineering services and water-and-sewage related maintenance and conservation, which amounted to Ps.$16.0 million and
Ps.$2.3 million respectively.
Utility expenses: Utility expenses amounted to Ps.$67.5 million for the year ended December 31, 2024, an increase of Ps.$55.7 million or 472.1% from Ps.$11.8
million for the year ended December 31, 2023. This expense increase is mainly attributable to the commencement of operations of the Vivid Hotel in April 2024. Utility expenses for the Vivid Hotel for the year ended December 31, 2024
amounted to Ps.$30.6 million.
Advertising: Advertising amounted to Ps.$53.1 million for the year ended December 31, 2024, an increase of Ps.$45.7 million or 624.3% from Ps.$7.3 million for the
year ended December 31, 2023. This expense increase is mainly attributable to the advertising efforts related to the commencement of operations of the Vivid Hotel in April 2024. Advertising for the Vivid Hotel for the year ended
December 31, 2024 amounted to Ps.$37.8 million, compared to Ps.$0.2 million for the year ended December 31, 2023.
Donations: Donations amounted to Ps.$7.8 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 2.2% from Ps.$7.7 million for the year
ended December 31, 2023. The donation expense is mostly attributable to a donation granted to the UNICEF International Council to support the transformation of education in Mexico that amounted for PS.$7.8 million.
Insurance: Insurance amounted to Ps.$35.8 million for the year ended December 31, 2024, an increase of Ps.$21.0 million or 141.4% from Ps.$14.8 million for the
year ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel Complex insurance expense amounted to Ps.$16.4 million for the year ended December 31,
2024.
Software: Software amounted to Ps.$6.9 million for the year ended December 31, 2024, an increase of Ps.$0.2 million or 3.0% from the year ended December 31, 2023.
The increase is mainly related to the structural preparations for the commencement of operations of the Vivid Hotel in April 2024; the Vivid Hotel software expense amounted to Ps.$3.1 million for the year ended December 31, 2024.
Cleaning and laundry: Cleaning and laundry amounted to Ps.$11.3 million for the year ended December 31, 2024, an increase of Ps.$2.1 million or 22.9% from the year
ended December 31, 2023. The increase is mainly related to the commencement of operations of the Vivid Hotel in April 2024.
Bank commissions: Bank fees amounted to Ps.$31.1 million for the year ended December 31, 2024, an increase of Ps.$22.8 million or 274.0% from Ps.$8.3 million for
the year ended December 31, 2023, which corresponds to the increase in the interest income accrued by short-term investments.
Other costs: Other costs amounted to Ps.$107.5 million for the year ended December 31, 2024, an increase of Ps.$45.2 million or 72.7% from Ps.$62.2 million for the
year ended December 31, 2023. The increase is mainly related to ramp up expenses mainly attributable to the commencement of operations of the Vivid Hotel in April 2024 as well as the additional expenses derived from the growing
operations from the Andaz and Mondrian Hotels.
Listing expense: Listing expense amounted to Ps.$917.4 million for the year ended December 31, 2024, which corresponds recognition of the business combination of
the Murano Group that took place on March 20, 2024 which was accounting under IFRS 2 “Shared Base Payments”.
Gain (loss) on revaluation of investment property: The gain on revaluation of investment property amounted to Ps.$239.5 million for the year ended December 31,
2024, an increase of Ps.$326.1 million or (376.6)% from the Loss of Ps.$86.6 million during the year ended December 31, 2023. The increase is mainly related to an increase in the value determined by the external appraisers in U.S.
dollars, and the currency conversion effect resulting from the depreciation of the Mexican peso against the U.S. dollar during for the year ended December 31, 2024.
Interest income: Interest income amounted to Ps.$34.9 million for the year ended December 31, 2024, an increase of Ps.$26.1 million or 295.0% from Ps.$8.8million
from the year ended December 31, 2023. The increase in interest income was attributable mainly to the increase in interest bearing assets during 2024, including Ps.$8.7 million accrued on amounts due from related parties and Ps.$22.6
million from favorable interest received from financial institutions.
Interest expense: Interest expense amounted to Ps.$797.0 million for the year ended December 31, 2024, an increase of Ps.$493.3 million or 162.4% from the year
ended December 31, 2023. The increase is mainly related the interest of Insurgentes 421 Bancomext loan and GIC I interest of Vivid Hotel as there are no longer capitalized in the asset value and were booked directly to the profit and
loss statement in 2024 compared to the year ended December 31, 2023.
Exchange rate loss, net: Foreign exchange income, net, amounted to a loss of Ps.$1,492.2 million for the year ended December 31, 2024, a decrease of Ps.$2,260.9
million or 294.1% from the year ended December 31, 2023. The decrease in foreign exchange income, net transactions was attributable to the depreciation of the Mexican peso against the U.S. dollar for the year ended December 31, 2024,
compared to the year ended December 31, 2023 as well as the increase in loans denominated in U.S. dollars.
Valuation of financial derivative instruments: Valuation of financial derivative instruments amounted to a loss of Ps.$43.3 million for the year ended December
31, 2024, a decrease of Ps.$32.5 million or 42.9% from a loss of Ps.$75.9 million for the year ended December 31, 2023 due to unfavorable movements in the yield curve.
Other income: Other income amounted to Ps.$190.2 million for the year ended December 31, 2024, an increase of Ps.$164.7 million or 644.3% from Ps.$25.6 million for
the year ended December 31, 2023. The increase is mainly related to a gain in sale of equipment due to a discount from a vendor on purchase of furniture and fixtures granted subsequent to purchase, and also subsequent to the sale and
leaseback of said furniture and fixtures to an unrelated third party.
Other expenses: Other expenses amounted to Ps.$5.5 million for the year ended December 31, 2024, a decrease of Ps.$4.3 million or 44.1% from Ps.$9.8 million for
the year ended December 31, 2023.
Income taxes: Income taxes amounted to Ps.$72.7 million for the year ended December 31, 2024, a change of Ps.$124.8 million or 239.4% from an income tax benefit of
Ps.$52.1 million for the year ended December 31, 2023. The decrease is mainly related to the increase in the allowance of NOLs as result of losses in exchange rates in 2024.
Net profit (loss) for the period: For the reasons outlined above, the Murano Group recorded a net loss of Ps.$3,568.0 million for the year ended December 31, 2024,
a decrease of Ps.$3,625.8 million, as compared to a net profit of Ps.$57.8 million for the year ended December 31, 2023.
Year ended December 31, 2023 Compared to Year ended December 31, 2022
Combined statements of profit or loss and other comprehensive income data
|
For the year ended December 31
|
||||||||
|
2023
|
2022
|
|||||||
|
(In Mexican Pesos)
|
||||||||
|
Revenue
|
$
|
286,651,914
|
$
|
6,431,022
|
||||
|
Direct and selling, general and administrative expenses
|
||||||||
|
Employee Benefits
|
158,777,211
|
53,944,188
|
||||||
|
Food & Beverage and service cost
|
50,548,808
|
1,167,596
|
||||||
|
Sales commissions
|
12,047,140
|
—
|
||||||
|
Management fees operators
|
6,031,578
|
—
|
||||||
|
Depreciation and amortization
|
135,498,890
|
1,808,833
|
||||||
|
Development contributions to the local area
|
—
|
25,862,069
|
||||||
|
Property tax
|
10,062,451
|
15,605,504
|
||||||
|
Fees
|
81,161,295
|
67,534,391
|
||||||
|
Administrative fees
|
16,148,254
|
1,784,617
|
||||||
|
Maintenance and conservation
|
9,676,728
|
10,218,739
|
||||||
|
Utility expenses
|
11,806,600
|
2,386,067
|
||||||
|
Advertising
|
7,326,696
|
9,806,261
|
||||||
|
Donations
|
7,676,660
|
1,000,000
|
||||||
|
Insurance
|
14,820,097
|
3,891,189
|
||||||
|
Software
|
6,744,506
|
2,226,283
|
||||||
|
Cleaning and laundry
|
9,197,151
|
1,622,716
|
||||||
|
Bank commissions
|
8,317,475
|
6,700,414
|
||||||
|
Other costs
|
62,238,994
|
45,073,847
|
||||||
|
Total direct and selling, general and administrative expenses
|
608,080,534
|
250,632,714
|
||||||
|
(Loss) gain on revaluation of investment property
|
(86,598,436
|
)
|
298,089,926
|
|||||
|
Interest income
|
8,845,532
|
555,638
|
||||||
|
Interest expense
|
(303,746,643
|
)
|
(86,485,683
|
)
|
||||
|
Exchange rate income, net
|
768,699,652
|
276,747,870
|
||||||
|
Valuation of financial derivative instruments
|
(75,868,263
|
)
|
200,739,870
|
|||||
|
Other income
|
25,560,552
|
33,514,903
|
||||||
|
Other expenses
|
(9,801,077
|
)
|
(3,874,125
|
)
|
||||
|
Profit before income taxes
|
5,662,697
|
475,086,707
|
||||||
|
Income taxes
|
52,130,224
|
230,709,407
|
||||||
|
Net profit for the period
|
$
|
57,792,921
|
$
|
244,377,300
|
||||
Revenue: Revenue amounted to Ps.$286.7 million for the year ended December 31, 2023, an increase of Ps.$280.3 million or 4,357.3% from Ps.$6.4 million from the
year ended December 31, 2022. The increase is mainly attributable to the commencement of operations of the Insurgentes 421 Hotel Complex during December 2022 and January 2023. The Andaz hotel´s revenue during 2023 was Ps.$177.2 million,
comprising: (1) 58.7% room income, (2) 39.1% food and beverage income, and (3) 2.1% other income. The Mondrian Hotel´s revenue during 2023 was Ps.$107.6 million, comprising (1) 60.7% room income, (2) 33.0% food & beverage income,
and (3) 6.3% other income.
Employee Benefits: Employee benefits amounted to Ps.$158.8 million for the year ended December 31, 2023, an increase of
Ps.$104.9 million or 194.3% from the year ended December 31, 2022. The increase is mainly attributable to the commencement of hotel operations. Murano hired its employees a couple of months before the opening for training and to arrange
the necessary activities to provide services to its customers such as accommodation of hotel rooms and restaurants. Currently, the Insurgentes 421 Hotel Complex has approximately 350 employees.
Food & Beverage and service cost: Food & beverage and service cost amounted to Ps.$50.5 million for the year ended December 31, 2023, an increase of
Ps.$49.3 million or 4,229.3% from Ps.$1.2 million for the year ended December 31, 2022. The increase in food and beverages was attributable to the operations of the Mondrian Hotel and Andaz Hotel throughout 2023.
Sales commissions: Sales commissions amounted to Ps.$12.0 million for the year ended December 31, 2023 as compared to $0 for the year ended December 31, 2022. The
amount corresponds mainly to the commissions incurred for services provided by independent online travel agencies such as Expedia and Booking. The amounts attributable to the Andaz Hotel is Ps.$5.2 million and Ps.$1.9 million to the
Mondrian Hotel.
Management fees operators: Management fees operators amounted to Ps.$6.0 million for the year ended December 31, 2023, which relates to management services
provided by Hyatt and Accor. Andaz Hotel incurred in Ps.$3.7 million while Mondrian Hotel incurred Ps.$2.3 million.
Depreciation and amortization: Depreciation and amortization amounted to Ps.$135.5 million for the year ended December 31, 2023, an increase of Ps.$133.7 million
from the year ended December 31, 2022. The increase corresponds to the placement into operations of the Insurgentes 421 Hotel Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and
amortization amounted to Ps.$93.2 million for property and equipment and Ps.$6.8 million for right of use assets, respectively.
Development contributions to the local area: Development contributions to local area decreased 100% from Ps.$25.9 million for the year ended December 31, 2022.
During 2022, Murano granted a one-time community investment to Cancun’s city hall.
Property tax: Property tax amounted to Ps.$10.1 million for the year ended December 31, 2023, a decrease of Ps.$5.5 million or 35.5% from Ps.$15.6 million for the
year ended December 31, 2022. The decrease in the property tax is mainly attributable to the Insurgentes 421 Hotel Complex. The decrease relates to a one-time Ps.$6.0 million property tax paid to the Mexico City Secretary of
Administration and Finance, during 2022.
Fees: Fees amounted to Ps.$81.2 million for the year ended December 31, 2023, an increase of Ps.$13.7 million or 20.2% from Ps.$67.5 million for the year ended
December 31, 2022. The increase is mainly related to legal and transaction costs incurred by Murano World which amounted to Ps.$15.9 million. Additionally, both Murano World and GIC I Trust hired financial advisors to renegotiate its
existing loans and to obtain other sources of finance.
Administrative fees: Administrative fees amounted to Ps.$16.1 million for the year ended December 31, 2023, an increase of Ps.$14.3 million or 804.9% from Ps.$1.8
million for the year ended December 31, 2022. The increase is mainly related to other services hired by Murano Group to carry out its operations.
Maintenance and conservation: Maintenance and conservation amounted to Ps.$9.7 million for the year ended December 31, 2023, a decrease of Ps.$0.5 million or 5.3%
from the year ended December 31, 2022. This expense remained flat due as the tax is attributable mostly to the same properties in both years.
Utility expenses: Utility expenses amounted to Ps.$11.8 million for the year ended December 31, 2023, an increase of Ps.$9.4 million or 394.8% from Ps.$2.4 million
for the year ended December 31, 2022. This increase is mainly attributable to the operations of the Insurgentes 421 Hotel Complex throughout 2023. During 2022, utilities were incurred primarily for the Company’s corporate office.
Advertising: Advertising amounted to Ps.$7.3 million for the year ended December 31, 2023, a decrease of Ps.$2.5 million or 25.3% from Ps.$9.8 million for the year
ended December 31, 2022. Significant publicity expenditures were incurred in anticipation of the openings of the Insurgentes 421 Hotel Complex during 2022 and the beginning of 2023, which tapered off after the commencement of Complex
operations.
Donations: Donations amounted to Ps.$7.7 million for the year ended December 31, 2023, an increase of Ps.$6.7 million or 667.7% from Ps.$1.0 million for the year
ended December 31, 2022. This increase is attributable to the donations granted to the UNICEF International Council to support the transformation of education in Mexico.
Insurance: Insurance amounted to Ps.$14.8 million for the year ended December 31, 2023, an increase of Ps.$10.9 million or 280.9% from Ps.$3.9 million for the year
ended December 31, 2022. The increase in insurance expenses was attributable to the acquisition of an insurance premium of Ps.$2.0 million for the Beach Club acquired in March 2023. Moreover, there was also an increase in the insurance
premium for the Insurgentes 421 Hotel Complex that amounted to Ps.$5.5 million, which derived from the increase in the property’s fair value.
Software: Software amounted to Ps.$6.7 million for the year ended December 31, 2023, an increase of Ps.$4.5 million or 202.9% from the year ended December 31,
2022. This expense relates to certain equipment and operating software implementation costs incurred at the Insurgentes 421 Hotel Complex.
Cleaning and laundry: Cleaning and laundry amounted to Ps.$9.2 million for the year ended December 31, 2023, an increase of Ps.$7.6 or 466.8% from the year ended
December 31, 2022. The increase in cleaning and laundry expenses is directly attributable to the opening of the Andaz and Mondrian Hotels, which now offer guest room services. At the Andaz Hotel, this expense includes Ps.$5.7 million
for purchasing cleaning supplies and $1.5 million for laundry services provided by external parties, along with Ps. $1.0 million for the laundering of staff uniforms. Related to the Mondrian Hotel, this expense is comprised mainly of
laundry contracts totalling Ps.$2.2 million and Ps.$3.0 related to the laundering of staff uniforms.
Bank commissions: Bank fees amounted to Ps.$8.3 million for the year ended December 31, 2023, an increase of Ps.$1.6 million or 24.1% from Ps.$6.7 million for the
year ended December 31, 2022, which corresponds to the increase in the interest income accrued by short-term investments.
Other costs: Other costs amounted to Ps.$62.2 million for the year ended December 31, 2023, an increase of Ps.$17.1 million or 38.1% from Ps.$45.1 million for the
year ended December 31, 2022. The are several immaterial expenses included in Other costs. The increase corresponds mainly to the following: (1) Ps.$3.5 million incurred in surveillance services, (2) Ps.$5.0 million of tax surcharges,
(3) Ps.$3.0 of stationery items and (4) Ps.$1.0 million of telephone services.
(Loss) gain on revaluation of investment property: The Loss on revaluation of investment property amounted to Ps.$86.6 million for the year ended December 31,
2023, a decrease of Ps.$384.7 million or 129.1% from the gain of Ps.$298.1 million during the year ended December 31, 2022. The value determined by the external appraisers in U.S. dollars did not decrease but when converting to pesos an
exchange rate loss was originated which causes the decrease. For the year ended December 31, 2022, there was an appreciation of the plots of land located in Ensenada, Baja California and the conversion effect did not have such a
significant impact.
Interest income: Interest income amounted to Ps.$8.8 million for the year ended December 31, 2023, an increase of Ps.$8.2 million or 1,492.0% from Ps.$0.6 million
from the year ended December 31, 2022. The increase in interest income was attributable mainly to the increase in interest bearing assets during 2023, including Ps.$6.7 million accrued on amounts due from related parties.
Interest expense: Interest expense amounted to Ps.$303.7 million for the year ended December 31, 2023, an increase of Ps.$217.2 million or 251.2% from the year
ended December 31, 2022. The increase in interest expense was attributable mainly to Murano World and comprised 66.6% loan interest and 33.4% related to finance lease obligations. Also, the interest expense of Inmobiliaria Insurgentes
421 contributed to the increase and amounted to Ps.$138.4, comprising 98.4% bank loan interest and 1.6% interest on loans from related parties. Prior to 2023, interest on these loans was capitalized as part of the construction in
process.
Exchange rate income, net: Foreign exchange income, net, amounted to Ps.$768.7 million for the year ended December 31, 2023, an increase of Ps.$492.0 million or
177.8% from the year ended December 31, 2022. The increase in foreign exchange income, net transactions was attributable to the appreciation of the Mexican peso against the U.S. dollar.
Valuation of financial derivative instruments: Valuation of financial derivative instruments amounted to a loss of Ps.$75.9 million for the year ended December 31,
2023, a decrease of Ps.$276.6 million or 137.8% from a gain of Ps.$200.7 million for the year ended December 31, 2022 due to unfavorable movements in the yield curve.
Other income: Other income amounted to Ps.$25.6 million for the year ended December 31, 2023, a decrease of Ps.$7.9 million or 23.7% from Ps.$33.5 million for the
year ended December 31, 2022.
Other expenses: Other expenses amounted to Ps.$9.8 million for the year ended December 31, 2023, an increase of Ps.$5.9 million or 153.0% from Ps.$3.9 million for
the year ended December 31, 2022.
Income taxes: Income taxes amounted to Ps.$52.1 million income tax benefit for the year ended December 31, 2023, a change of Ps.$282.8 million or 112.6% from an
income tax expense of Ps.$230.7 million for the year ended December 31, 2022. The decrease in income tax expense was mainly attributable to lower pre-tax profits and a higher benefit related to other permanent differences of Ps.$120.6
million, which includes the application of previously unrecognized tax loss carry forwards to the taxable profit during 2023.
Net profit (loss) for the period: For the reasons outlined above, the Murano Group recorded a net profit of Ps.$57.8 million for the year ended December 31, 2023,
a decrease of Ps.$186.6 million, as compared to a net profit of Ps.$244.4 million for the year ended December 31, 2022.
Other Financial Data
|
For the year ended December 31
|
||||||||||||
|
2024
|
2023
|
2022
|
||||||||||
|
(in Mexican pesos)
|
||||||||||||
|
EBITDA(1)
|
(2,378,502,890
|
)
|
444,908,230
|
563,381,223
|
||||||||
|
Adjusted EBITDA(2)
|
(2,313,741,968
|
)
|
500,913,740
|
563,838,513
|
||||||||
| (1) |
We define EBITDA as a measure that reflects net profit (loss) for the period, excluding interest expense, income taxes, depreciation and amortization. The following table reconciles our net profit for the period for the
period, our most directly comparable measure under IFRS, to EBITDA:
|
|
For the Year Ended December 31
|
Variance
|
|||||||||||||||
|
2024
|
2023
|
Ps. Change
|
% Change
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
Net profit (loss) for the period
|
(3,567,965,578
|
)
|
57,792,921
|
(3,625,758,499
|
)
|
(6273.7
|
)%
|
|||||||||
|
Add (deduct):
|
||||||||||||||||
|
Income taxes
|
72,675,696
|
(52,130,224
|
)
|
124,805,920
|
(239.4
|
)%
|
||||||||||
|
Interest expense
|
797,018,177
|
303,746,643
|
493,271,534
|
162.4
|
%
|
|||||||||||
|
Depreciation and amortization
|
319,768,815
|
135,498,890
|
184,269,925
|
136.0
|
%
|
|||||||||||
|
EBITDA
|
(2,378,502,890
|
)
|
444,908,230
|
(2,823,411,120
|
)
|
(634.6
|
)%
|
|||||||||
| (2) |
We defined Adjusted EBITDA as EBITDA further adjusted to exclude transaction-related expenses derived from the Business Combination. The following table reconciles Adjusted EBITDA to EBITDA:
|
|
For the year ended December 31
|
Variance
|
|||||||||||||||
|
2024
|
2023
|
Ps. Change
|
% Change
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
EBITDA
|
(2,378,502,890
|
)
|
444,908,230
|
(2,823,411,120
|
)
|
(634.6
|
)%
|
|||||||||
|
Transaction related expenses
|
64,760,922
|
56,005,510
|
8,755,412
|
15.6
|
%
|
|||||||||||
|
Adjusted EBITDA
|
(2,313,741,968
|
)
|
500,913,740
|
(2,814,655,708
|
)
|
(561.9
|
)%
|
|||||||||
|
For the Year Ended December 31
|
Variance
|
|||||||||||||||
|
2023
|
2022
|
Ps. Change
|
% Change
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
Net profit (loss) for the period
|
57,792,921
|
244,377,300
|
(186,584,379
|
)
|
(76.4
|
)%
|
||||||||||
|
Add (deduct):
|
||||||||||||||||
|
Income taxes
|
(52,130,224
|
)
|
230,709,407
|
(282,839,631
|
)
|
(122.60
|
)%
|
|||||||||
|
Interest expense
|
303,746,643
|
86,485,683
|
217,260,960
|
251.21
|
%
|
|||||||||||
|
Depreciation and amortization
|
135,498,890
|
1,808,833
|
133,690,057
|
7391.0
|
%
|
|||||||||||
|
EBITDA
|
444,908,230
|
563,381,223
|
(118,472,993
|
)
|
(21.0
|
)%
|
||||||||||
|
For the year ended December 31
|
Variance
|
|||||||||||||||
|
2023
|
2022
|
Ps. Change
|
% Change
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
EBITDA
|
444,908,230
|
563,381,223
|
(118,472,993
|
)
|
(21.0
|
)%
|
||||||||||
|
Transaction related expenses
|
56,005,510
|
457,290
|
55,548,220
|
12147.3
|
%
|
|||||||||||
|
Adjusted EBITDA
|
500,913,740
|
563,838,513
|
(62,924,773
|
)
|
(11.2
|
)%
|
||||||||||
|
Operating Data
|
||||||||||||
|
For the Year Ended December 31, 2024
|
||||||||||||
|
RevPAR(1)
|
ADR(2)
|
Occupancy(3)
|
||||||||||
|
(in Mexican Pesos)
|
%
|
|||||||||||
|
Andaz Hotel
|
$
|
2,393
|
$
|
4,085
|
58.6
|
|||||||
|
Mondrian Hotel
|
$
|
2,511
|
$
|
3,710
|
52.2
|
|||||||
|
Vivid Hotel
|
$
|
2,053
|
$
|
3,834
|
53.6
|
|||||||
| (1) |
We calculate RevPAR by dividing hotel room revenue by room nights available to guests for a given period.
|
| (2) |
ADR represents hotel room revenue divided by the total number of room nights sold in a given period.
|
| (3) |
Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
|
|
For the Year Ended December 31, 2023
|
||||||||||||
|
RevPAR
|
ADR
|
Occupancy
|
||||||||||
|
(in Mexican Pesos)
|
%
|
|||||||||||
|
Mondrian Hotel(1)
|
$
|
1,003
|
$
|
3,547
|
28.3
|
|||||||
| (1) |
The revenue metrics are presented only for the Mondrian Hotel as it was the only hotel in operation as of December 31, 2022.
|
| B. |
Liquidity and Capital Resources
|
Overview
Since our inception, we have financed our development projects and operations primarily from capital contributions from our shareholders and borrowings under different financing arrangements. As of
December 31, 2024, our total debt was Ps.$11,653.2million (US$558.2 million). Since then, we have incurred additional indebtedness in the amount of US$6 million.
We currently estimate the total remaining development and construction costs of the Projects to be completed to be approximately U.S.$709 million. These are preliminary estimates and while we believe that
our overall budget for the construction costs for these properties is reasonable as of the date of this Report, these costs are only estimates, and the actual final costs to develop may be significantly higher than expected.
We currently expect that the Business Combination, together with borrowings under our existing financings and issuance of the 2031 Notes, will not be sufficient to fund the currently foreseeable budget of
our property development projects and/or otherwise be sufficient to fulfill our business strategy. Therefore, we will likely need additional capital in the future. Our ability to obtain bank financing or to access the capital markets
for future debt or equity offerings may be limited by our financial condition, results of operations or other factors, such as our credit rating or outlook at the time of any such financing or offering and the covenants in our existing
debt agreements, as well as by general economic conditions and contingencies and uncertainties that are beyond our control. Therefore, we cannot assure you that we will be able to obtain additional capital and/or that we will be able to
obtain bank financing or access the capital markets on commercially reasonable terms or at all; for further details, see “Note 2c—Basis of preparation in the Murano Group Combined Financial Statements.”
Recent Transactions Affecting our Liquidity and Capital Resources
Year ended December 31, 2024 compared to year ended December 31, 2023
The following table from the Combined Statement of Cash Flows summarizes Murano Group’s cash flows for the years ended December 31, 2024 and 2023:
|
For the Year Ended December 31
|
||||||||||||||||
|
2024
|
2023
|
Variance
|
||||||||||||||
|
Ps.
|
Ps.
|
Ps.
|
%
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
Net cash flows (used in) from operating activities
|
$
|
(94,808,362
|
)
|
$
|
165,206,337
|
$
|
(260,014,699
|
)
|
(157.4
|
)%
|
||||||
|
Net cash flows used in investing activities
|
(1,079,765,332
|
)
|
(1,697,602,022
|
)
|
617,836,690
|
(36.4
|
)%
|
|||||||||
|
Net cash flows from financing
activities |
1,998,618,817
|
1,438,010,614
|
560,608,203
|
39.0
|
%
|
|||||||||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
$
|
824,045,123
|
$
|
(94,385,071
|
)
|
918,430,194
|
(973.1
|
)%
|
||||||||
Cash flows from operating activities
Net cash from operating activities was Ps.$94.8 million for the year ended December 31, 2024, while for the year ended December 31, 2023 there was net cash from operating activities of Ps.$165.2 million.
Net cash from operating activities consisted of a loss before income tax of Ps.$3,495.3 million for the year ended December 31, 2024, adjusted for non-cash and non-operating cash flow items and the effect of changes in working
capital. Non-operating cash flow adjustments principally included Ps.$917.4 million derived from listing expense of the Rated Notes listed September 12, 2024, and Ps.$775.7 million derived from interest expense, while non-cash items
included Ps.$271.5 million from the depreciation of property, plant and equipment, which was mainly attributable to the commencement of operations of the Vivid Hotel and its corresponding placement into operations of the Vivid Hotel
Complex’s assets which were transferred from construction in process to fixed assets. The depreciation and amortization for the Vivid Hotel Complex amounted to Ps.$113.6 million for property and equipment. Additional non-cash items
included Ps.$66.4 million from the amortization of costs to obtain loans and commissions, and Ps.$1,514.4 million of effect in foreign exchange rates. Net changes in working capital, which amounted to Ps.$67.9 million, were mainly
attributable to an increase in trade payables for Ps.$266.8 million, a decrease mainly by Ps.$125.7 million related to the obtainment of a Value Added Tax reimbursement, from an outstanding balance of Value Added Tax pending to be
collected from GIC Complex, which increased Ps.$112.4 million or 844.5% from the year ended December 31, 2023, and an increase in trade receivables for Ps.$47.7 million.
Cash flows from investing activities
Net cash used in investing activities was Ps.$1,079.8 million for the year ended December 31, 2024, a decrease of Ps.$617.8 million or 36.4% from the year ended December 31, 2023 primarily due to the
Vivid Hotel commencing operations in April 2024, thus ceasing its capex investing requirements.
Cash flows from financing activities
Net cash provided by financing activities was Ps.$1,998.6 million for the year ended December 31, 2024, an increase of Ps.$560.6 or 39.0% from the year ended December 31, 2023. Overall, proceeds from new borrowings provided to
Murano Group amounted to Ps.$8,964 million, increasing by Ps.$6,848 million and interest paid increased Ps.$308.0 million compared to the twelve-month period ended December 31, 2023. Offsetting cash flows from financing principally
included Ps.$6,020 million derived from loan payments to third parties, interest paid amounting to Ps.$565.8 million, and Ps.$476.2 million derived from loan payments to related parties.
Year ended December 31, 2023 compared to year ended December 31, 2022
The following table from the Combined Statement of Cash Flows summarizes Murano Group’s cash flows for the years ended December 31, 2023 and 2022:
|
For the Year Ended December 31
|
||||||||||||||||
|
2023
|
2022
|
Variance
|
||||||||||||||
|
Ps.
|
Ps.
|
Ps.
|
%
|
|||||||||||||
|
(in Mexican pesos)
|
||||||||||||||||
|
Net cash flows from (used in) operating activities
|
$
|
165,206,337
|
$
|
(275,511,389
|
)
|
$
|
440,717,726
|
(160.0
|
)%
|
|||||||
|
Net cash flows used in investing activities
|
(1,697,602,022
|
)
|
(1,437,521,734
|
)
|
(260,080,288
|
)
|
18.1
|
%
|
||||||||
|
Net cash flows from financing activities
|
1,438,010,614
|
1,770,353,133
|
(332,342,519
|
)
|
(18.8
|
)%
|
||||||||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
$
|
(94,385,071
|
)
|
$
|
57,320,010
|
(151,705,081
|
)
|
(264.7
|
)%
|
|||||||
Cash flows from operating activities
Net cash from operating activities was Ps.$165.2 million for the year ended December 31, 2023, while for the year ended December 31, 2022 there was net cash used in operating activities of Ps.$275.5
million.
Net cash from operating activities consisted of a loss before income tax of Ps.$5.7 million for the year ended December 31, 2023, adjusted for non-cash and non-operating cash flow items and the effect of
changes in working capital. Non-operating cash flow adjustments principally included Ps.$300.5 million derived from interest expense, while non-cash items included Ps.$128.7 million from the depreciation of property, plant and
equipment, Ps.$86.6 in the valuation of financial derivative instruments and Ps.$756.6 million of effect in foreign exchange rates. Net changes in working capital increased mainly by Ps.$275.5 million related to trade payables to GIC
Complex suppliers, which increased Ps.$250.2 million or 989.9% from the year ended December 31, 2022.
Cash flows from investing activities
Net cash used in investing activities was Ps.$1,697.6 million for the year ended December 31, 2023, an increase of Ps.$260.1 million or 18.1% from the year ended December 31, 2022 primarily due to the
acquisition of land, equipment and construction in process of $1,719.9 million of which Ps.$174.0 million correspond to the acquisition of the beach club and Ps.$1,545.9 of construction in process. These effects were offset by proceeds
from disposals of furniture, fixtures & equipment, which amounted to Ps.$157.0 million as a result of sale and leaseback transactions.
Cash flows from financing activities
Net cash provided by financing activities was Ps.$1,438.0 million for the year ended December 31, 2023, a decrease of Ps.$332.4 million or 18.8% from the year ended December 31, 2022. Overall, proceeds
from new borrowings provided to Murano Group decreased by Ps.$121.0 million and interest paid increased Ps.$212.6 million.
Capital Expenditures
For the years ended December 31, 2024 and 2023 and 2022, our capital expenditures amounted to Ps.$1,331.8 million, Ps.$1,719.3 million, and Ps.$1,523.3 million, respectively. This increase was mainly
driven by the expenditures related to the construction of GIC I Hotel, part of the GIC Complex.
As of December 31, 2024, we had outstanding commitments under construction contracts of Ps.$527.4 (U.S.$25.7 million) for capital expenditures at our owned properties. Our contracts contain clauses that
allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.
Debt
As of December 31, 2024, our debt with third parties amounted to Ps.$11,458.7 million (U.S.$558.7 million) and our debt with related parties amounted to Ps.$194.5 million (U.S.$9.5 million), including
accrued interest and the exchange difference generated from the U.S. dollar-denominated loans.
For the year ended December 31, 2024, interest expense on our borrowings amounted to Ps.$981.4 million (Ps.$775.7 million directly recognized in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income and the remaining was capitalized as part of the borrowing costs in construction in process).
The agreements referred to below include covenants and restrictions that require, among other things, to provide the lenders, quarterly and annually, with Murano’s internal financial statements and
compliance with certain ratios and reserve funds. Non-compliance with such requirements constitutes an event of default under which the respective loan may become immediately due and payable. For discussions of certain defaults that are
outstanding and that have been waived, and potential consequences, with respect to our debt, see -“The instruments governing our indebtedness contain cross-default provisions that may cause all of the debt issued under such instruments
to become immediately due and payable as a result of a default under an unrelated debt instrument” and “-We have substantial debt that may be called on demand of lender due to breach in covenants that may happen in the future”.
Also refer to Note 10 of the Consolidated and Combined Financial Statements for more information about defaults that are all outstanding.
11% Senior Secured Notes due 2031
In September 2024, we completed the issuance of an aggregate principal amount of US$300.0 million of our 11% senior secured notes pursuant to the Indenture. The 2031 Notes will mature on September 2031
and bear interest rate of (a) 11.00% per annum payable in cash, and (b) from the issuance date to September 2027, 2.00% per annum payable in kind (the “PIK Interest”) at a total rate of 13.00% by capitalizing such PIK Interest (and
increasing the principal amount of the outstanding Notes in an amount equal to such PIK Interest) or by issuing PIK Notes (as such term is defined in the Indenture), payable on a semi-annual basis. The 2031 Notes were issued by the
Issuer Trust and guaranteed by Operadora GIC I, CIB/3224 Trust, GIC I Trust and Murano PV, and backed primarily by cash flows from the GIC I Hotel. The Indenture governing these notes imposes certain conditions upon a consolidation or
merger by us and restricts the incurrence of liens and the entering into sale and leaseback transactions by us and our significant subsidiaries, among other restrictive covenants.
Proceeds from the 2031 Notes were used to refinance existing debt facilities of the Murano Group (including the GIC I Loan), fund a debt service reserve, cover transaction fees, fund working capital and
finance the completion of the GIC I Hotel. This was Murano’s first major debt capital markets transaction as a public firm, and it was oversubscribed. This financing improved Murano’s capital structure and liquidity, reducing
refinancing risk. The 2031 Notes received credit ratings (Ba1/BB) and were placed with institutional investors under Rule 144A/Reg S.
Insurgentes Loan
The construction, development and start of operations of the Insurgentes 421 Hotel Complex have been financed through a loan facility entered into on September 29,
2022, Inmobiliaria Insurgentes 421, as borrower, OHI421 and OHI421 Premium, as joint obligors, and Bancomext, as lender, as amended and restated from time to time. The principal amount of the facility was U.S.$75 million, with a
variable interest rate, divided into two tranches, tranche A for an amount of U.S.$49.5 million and tranche B for an amount of U.S.$25.5 million. The use of proceeds for tranche A was for the payment and refinancing of a prior loan;
tranche B use of proceeds was for the financing of the renovation of the Insurgentes 421 Hotel Complex. On May 25, 2023, the parties amended and restated such loan agreement to increase the credit line with Bancomext from U.S.$75
million to U.S.$100 million pursuant to a new tranche of credit (tranche C).
The quarterly interest payable under the Insurgentes Loan is equal to term SOFR plus a 3.5% margin and the maturity is October 7, 2037. The proceeds from the Insurgentes Loan were used to refinance
certain indebtedness related to the development of the Insurgentes 421 Hotel Complex and pay capital expenditures related to the development and start of operations of the Insurgentes 421 Hotel Complex.
As of December 31, 2024, the outstanding principal amount under the Insurgentes Loan was Ps.$2,029.1 million (U.S.$98.9 million).
As part of the collateral to secure the Insurgentes Loan, the following rights and assets were contributed to the Insurgentes Security Trust:
| • |
Inmobiliaria Insurgentes 421 contributed (i) the property of the Insurgentes 421 Hotel Complex, (ii) its collection rights under and in respect of each of the Insurgentes Lease Agreements, and (iii)
its collection rights in regard to any potential sale of the Insurgentes 421 Hotel Complex, among other rights set forth in the Insurgentes Security Trust;
|
| • |
OHI421 contributed (i) its collection rights under the Andaz Hotel Management Agreement and related net cash flows and (ii) its collection rights in regard to any sublease agreement;
|
| • |
OHI421 Premium contributed (i) its collection rights under the Mondrian Hotel Management Agreement and related net cash flows and (ii) its collection rights in regard to any sublease agreement;
|
| • |
Murano PV contributed (i) 500 Series A shares of fixed capital stock and (ii) 434,361,112 Series B shares of variable capital stock of Inmobiliaria Insurgentes 421;
|
| • |
Murano PV contributed (i) 49,499 Series A shares of fixed capital stock and (ii) 10,771,066 Series B shares of variable capital stock of Inmobiliaria Insurgentes 421, which together with the ESAGRUP
contribution represent approximately 99.99% of the capital stock of Inmobiliaria Insurgentes 421;
|
| • |
Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421, which represent 99.99% of the capital stock of OHI421; and
|
| • |
Murano Management contributed 49,999 shares of fixed capital stock representative of the capital stock of OHI421 Premium, which represent 99.99% of the capital stock of OHI421 Premium.
|
The Insurgentes Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
GIC I Loan
The construction, development, equipment and start of operations of the GIC I Hotel was initially financed through a mortgage loan facility provided by a syndicate of banks including Sabcapital,
CaixaBank, Bancomext, Nafin and Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R, as lenders (the “GIC I Senior Lenders”), pursuant to the terms and conditions of the syndicated senior secured loan agreement dated October 4, 2019 (as
amended and restated from time to time, including on July 11, 2022, August 24, 2023 and December 20, 2023), entered into among the GIC I Trust, as borrower, Operadora GIC I, Operadora GIC II, and Murano World, as joint obligors, the GIC
I Senior Lenders, as lenders, and Sabadell, as administrative agent and collateral agent, under which the GIC I Senior Lenders granted a loan subject to the terms and conditions set forth therein in an aggregate amount of
U.S.$239,811,149.50 at an interest rate of term SOFR +4.0116%. The amounts borrowed under the GIC I Loan were used to partially finance the construction and development of the GIC Complex, among other uses.
The balance of the GIC I Loan was repaid in full.
GIC I VAT Loan
In order to finance up to 80% of the value added tax payable during the construction of the GIC I Hotel, the GIC I Trust as borrower and Operadora GIC I as joint obligor, entered into a loan agreement
dated as of October 16, 2019, with Bancomext, as lender, pursuant to which Bancomext provided a 12-year loan on the aggregate amount of U.S.$31,480,000.00 at an interest rate of TIIE 91 days + 2.75% (with borrowings as of 2024 bearing
an interest rate of TIIE 28 days + 2.75%), and maturing on June 30, 2034 (as amended, supplemented and/or restated from time to time, the “GIC I VAT Loan”).
As part of the collateral to secure the GIC I VAT Loan, the GIC I Trust granted a second ranking mortgage over GIC Private Unit 1, GIC Private Unit 4 and GIC Private Unit 5.
The GIC I VAT Loan was governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
The balance of the GIC I VAT Loan was repaid in full.
Beach Club Loan
The acquisition and development of the beach club property related to the GIC Complex has been financed through the Beach Club Loan. The annual interest payable under the Beach Club Loan is equal to 10%
and the loan matures on December 1, 2030. As of December 31, 2024, the outstanding principal amount of the Beach Club Loan was Ps.$410.2 million (U.S.$20 million).
As part of the collateral to secure the Beach Club Loan, Murano World granted a first ranking mortgage in favor of ALG with respect to the Playa Delfines Property where the beach club is located.
The Beach Club Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
Finamo Loans
On January 5, 2024, Murano PV, as borrower, and Elías Sacal Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to U.S.$26.0 million at a fixed
interest rate of 15%, and maturing on January 1, 2030 (as amended, supplemented and/or restated from time to time, the “Finamo Loan I”). The amounts borrowed under the Finamo Loan were used to
partially finance the completion and start of operations of the GIC I Hotel, among other uses. As of December 31, 2024, the outstanding principal amount of the Finamo Loan I was Ps.$22.3 million.
On April 9, 2024, Murano PV, as borrower, and Elías Sacal Cababie, as joint obligor, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$100 million at a fixed interest rate of 22%, and
maturing on November 15, 2025 (the “Finamo Loan II”). As of December 31, 2024, the outstanding principal amount of the Finamo Loan II was Ps.$100 million. The amounts borrowed under the Finamo
Loan II were used to partially finance the start of operations of the GIC I Hotel, among other uses.
Additionally, on December 3, 2024, Murano World, as borrower, Elías Sacal Cababie and Murano PV, as joint obligors, entered into a secured term loan with Finamo, as lender, in an aggregate amount of up to Ps.$144.5 million at a
fixed interest rate of 22%, and maturing on December 3, 2025 (the “Finamo Loan III”, and together with the Finamo Loan I and Finamo Loan II, the “Finamo Loans”).
The amounts borrowed under the Finamo Loan III were used to paid rents of hotel equipment. As of December 31, 2024, the outstanding principal amount of the Finamo Loan II and III were Ps.$100 million and Ps.$144.5 million,
respectively.
The Finamo Loans are secured by GIC Private Unit 3, which is owned by the GIC II Trust.
The Finamo Loans are governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
NAFIN Loan
In order to finalize the construction and initiate operations of the GIC I Hotel, among other uses, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, entered into
a loan agreement dated October 17, 2024 with Nafin, as lender, pursuant to which Nafin provided a two year loan on the aggregate amount of U.S.$70,378,283.27 at an interest rate of SOFR three months + 3.75% to 4.25% (based on the
interest period), and maturing on October 17, 2027. As of December 31, 2024, the outstanding principal amount of the Nafin Loan was Ps.$1,126.8 million (U.S.$54.9 million).
As part of the collateral to secure the Nafin Loan, Murano PV caused to grant a first ranking mortgage over GIC Private Unit 4 and GIC Private Unit 5, which should be substituted for the GIC Private Unit
3 (the land of the GIC II Hotel) and, therefore, the mortgages over GIC Private Unit 4 and GIC Private Unit 5 should be terminated. Additionally, Murano PV, as settlor and second beneficiary, Nafin, as first beneficiary, and CIBanco,
solely in its capacity as trustee (fiduciario), entered into an irrevocable management trust agreement No. CIB/4470 (Contrato de Fideicomiso Irrevocable de
Administración No. CIB/4470), dated November 11, 2024, to establish and manage a debt service reserve account for the Nafin Loan, the amounts of which are used to comply with the obligations under the Nafin Loan.
The Nafin Loan is governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
Exitus Loan
In order to refinance the Exitus Original Loans, on September 30, 2024, Murano World, as borrower, Exitus Capital, S.A.P.I. de C.V., SOFOM, E.N.R., as lender, and ESAGRUP, Elías Sacal Cababie and Marcos
Sacal Cohen, as joint obligors, entered into a secured term loan in an aggregate amount of U.S.$18.1 million at a fixed interest rate of 15%, and maturing on December 30, 2025 (as amended, supplemented and/or restated from time to time,
the “Exitus Loan”). As of December 31, 2024, the outstanding principal amount of the Exitus Loan was U.S.$18.1 million.
The collateral to secure the Exitus Loan consists of the Exitus Trust which estate consists of (a) cash flows arising from the Andaz Hotel Management Agreement, the Mondrian Hotel Management Agreement and
the GIC I Hotel Management Agreement, (b) real estate property known as “La Costa Bajamar” lot identified as MP-1 consisting of three fractions of land located in Ensenada, Baja California, (c) real estate property known as “Club de
Playa” consisting of lots seven to thirteen located in Fraccionamiento Brisas del Márquez, Mz., E, S/N in Acapulco de Juárez, Guerrero, and (d) real estate property consisting of private units eight and nine located in different lots
and superblocks within the GIC Complex.
The Exitus Loan are governed by Mexican laws and the parties are subject to the jurisdiction of the courts of Mexico City.
Sofoplus Loan
In order to repay the Sofoplus Original Loan, among other uses, on September 30, 2024, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered
into an unsecured term loan with Sofoplus, as lender, in an aggregate amount of U.S.$3.6 million at a fixed interest rate of 16%, and maturing on October 1, 2026 (as amended, supplemented and/or restated from time to time, the “Sofoplus Loan I”). As of December 31, 2024, the outstanding principal amount of the Sofoplus Loan I was Ps.$73.8 million (U.S.$3.6 million).
Additionally, on January 30, 2025, Murano World, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint and several obligors, entered into an unsecured term loan with Sofoplus, as lender,
in an aggregate amount of up to U.S.$6 million at a fixed interest rate of 16%, and maturing on February 1, 2028 (the “Sofoplus Loan II”, and together with the Sofoplus Loan I, the “Sofoplus Loans”). The amounts borrowed under the Sofoplus Loan II were used to repay the original loan with Sofoplus. As of December 31, 2024, the outstanding principal amount of the original loan of
Sofoplus was U.S.$5.4 million.
The Sofoplus Loans are governed by the laws of Mexico City and the parties are subject to the jurisdiction of the courts of Mexico City.
Harry Sacal (Elías Sacal’s brother), owns 32% of Pluscorp S.A.P.I de C.V., which, in turn, owns 99% of Sofoplus. For more information about Harry Sacal’s participation in Pluscorp S.A.P.I. de C.V., see “Item 7—Major Shareholders and Related Party Transactions—B. Related Party Transactions.”
Santander Revolving Credit Facility
On March 3, 2023, Murano World, as borrower, Santander International, as lender and Harry Sacal Cababie as pledgor, entered into an uncommitted line of credit agreement in an aggregate amount of U.S.$1.5
millionfor the use and payment of the credit granted at an ordinary interest of the amount equivalent to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8%. The Santander Revolving Credit
Facility was extended on March 27, 2024, pursuant to which Murano World obtained an additional U.S.$500k (five hundred thousand dollars) to its existing revolving line of credit, converting the principal amount of credit to U.S.$2
million. Murano World agreed to pay to Santander International as ordinary interest the amount equivalent to the rate of interest that reflects the all-inclusive cost of funding to Santander plus 0.8% per annum for working capital. The
Group repaid U.S.$500 k to the principal amount before year end 2024. On March 7, 2025, The maturity of this loan was extended for two years to March 7, 2027. The proceeds form the loan are made available by Santander to Murano World,
thus the Santander Revolving Credit Facility’s. As of December 31, 2024, the outstanding principal amount was Ps.$30,694,061 (U.S.$25,335,608).
The Santander Revolving Credit Facility is governed by U.S. laws and the parties are subject to the jurisdiction of the courts of Miami Dade, Florida.
Finamo Sale and Lease Back Agreements
Based on their characteristics, the Finamo Sale and Lease Back Agreements were classified as sale and lease back agreements for accounting purposes and recognized as debt. As of December 31, 2024, Ps.$282
million was outstanding under these agreements. See “Item 4. Information on the Company—D. Property, Plant and Equipment—Description of Certain Project Agreements” and Note 10 to the Murano Group
Combined Financial Statements for more information about these agreements and our indebtedness.
Lease Liabilities
Coppel Lease Agreement
On November 8, 2023, Operadora GIC I, as lessee, Arrendadora Coppel, as lessor, and Murano World, Edificaciones BVG and Elías Sacal Cababie as joint and several obligors, entered into a lease agreement
under which, the parties establish the terms and conditions based on which the lessor will grant the lessee the temporary use and enjoyment of the goods described in the specific contracts that are signed from time to time by the
parties, in which, additionally, the lessee will have the obligation to pay to the lessor the rental amount. As of December 31, 2024, Ps.$190.8 million was outstanding under this agreement.
We had $206.7 million of lease liabilities as of December 31, 2024. For further information on our leases, see “Note 9 to the Murano Group Combined Financial Statements.”
Commitments and Contingencies
We are subject to litigation, claims, and other commitments and contingencies arising in the ordinary course of business. While no assurance can be given as to the ultimate outcome of any litigation
matters, we do not believe it is probable that a loss will be incurred and do not expect the ultimate resolution of any open matters will have a material adverse effect on our financial position or results of operations.
Off-Balance Sheet Arrangements
As of December 31, 2024, we did not have any off-balance sheet arrangements.
| C. |
Research and development, patents and licenses, etc.
|
None.
| D. |
Trend Information
|
Other than as disclosed elsewhere in this Report, we are not aware of any other trends, uncertainties, demands, commitments or events for the fiscal year ended December 31, 2024 that are reasonably likely
to have a material and adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or
financial conditions.
| E. |
Critical Accounting Estimates
|
Our Consolidated and Combined Financial Statements are prepared in accordance with the IFRS as issued by the IASB. In connection with the preparation of its Combined Financial Statements, we are required
to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures. We base our assumptions, estimates, and judgments on
historical experience, current trends and other factors that management believes to be relevant at the time its Combined Financial Statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates,
and judgments to ensure that its financial statements are presented fairly and in accordance with IFRS. However, because future events and their effects cannot be determined with certainty, actual results could differ from its
assumptions and estimates, and such differences could be material. We have identified several policies as being critical because they require management to make particularly difficult, subjective and complex judgments about matters that
are inherently uncertain, and there is a likelihood that materially different amounts would be reported under different conditions or using different assumptions.
All of our significant accounting policies are discussed in Note 3 to our Consolidated and Combined Financial Statements included elsewhere in this Report.
Information about assumptions and estimation uncertainties as of December 31, 2024, that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities
within the next financial year is included in the following notes to our Consolidated and Combined Financial Statements included elsewhere in this Report: Note 7; Note 8; Note 11; Note 12; and Note 13.
Significant Factors, Assumptions, and Methodologies Used in Determining Fair Value
The Company has certain assets measured and recognized at fair value; therefore, we evaluate the significant observable inputs and valuation adjustments annually. If third-party information, such as
broker quotes or pricing services, is used to measure fair values, Murano Group evaluates the evidence obtained from third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the
fair value hierarchy in which the valuations should be classified.
When measuring the fair value of an asset or a liability, Murano Group uses observable market data whenever possible. Fair values are categorized into different levels in a fair value hierarchy based on
the inputs used in the valuation techniques as follows:
| • |
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
| • |
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
|
| • |
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety at the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
Long-lived assets
We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets when certain triggering
events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to earnings. When determining fair value, we use
internally developed discounted future cash flow models, third-party appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Under the discounted cash flow approach we use various assumptions, including
projections of revenues based on assumed long-term growth rates, estimated costs, terminal value growth rate and appropriate pre-tax discount rates based on the weighted-average cost of capital.
As part of the process, we use judgment to:
| • |
determine whether or not a triggering event has occurred. The final determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience,
location of the property, market conditions and property-specific information available at the time of the assessment. We realize, however, that the results of our analysis could vary from period to period depending on how our
judgment is applied and the facts and circumstances available at the time of the analysis; and
|
| • |
determine the projected undiscounted future operating cash flows when necessary. The principal factor used in the undiscounted cash flow analysis requiring judgment is our estimates regarding long-term
growth and costs which are based on historical data, various internal estimates, and a variety of external sources and are developed as part of our routine, long-term planning process; and determine the estimated fair value of
the respective long-lived asset when necessary. In determining the fair value of a long-lived asset, we typically use internally developed discounted cash flow models. The principal factors used in the discounted cash flow
analysis requiring judgment are the projected future operating cash flows, the weighted-average cost of capital and the terminal value growth rate assumptions. The weighted-average cost of capital takes into account the relative
weights of each component of our capital structure (equity and long-term debt). Our estimates of long-term growth and costs are based on historical data, various internal estimates and a variety of external sources and are
developed as part of our routine, long-range planning process.
|
Changes in economic and operating conditions impacting these judgments could result in impairments to our long-lived assets in future periods, which could be material to our results of operation. We had
Ps.$20,155.1 million and Ps.$18,520.5 million of long-lived assets as of December 31, 2024 and December 31, 2023, respectively.
Going Concern
With respect to the Consolidated and Combined Financial Statements, the independent auditor’s separate report relating thereto contains an explanatory paragraph that states that certain circumstances
raise substantial doubt about our ability to continue as a going concern and draws attention to notes 2c. and 19 of the Consolidated and Combined Financial Statements and indicates that management has identified material uncertainties
that cast substantial doubt on the ability of the Murano Group to continue as a going concern. As indicated in note 2c., as of December 31, 2024, the total current liabilities exceed the amount of total current assets, and based upon
the Murano Group’s current plans, management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of these Consolidated and Combined Financial Statements may be
insufficient. These events or conditions, along with other matters as set forth in note 19 to the Consolidated and Combined Financial Statements indicate that a material uncertainty exists that cast substantial doubt on our ability to
continue as a going concern. Management’s plans regarding these matters are also described in note 2c. to the Consolidated and Combined Financial Statements. Management continues evaluating strategies to obtain the additional funding
necessary for future operations and project redesign or completion, to comply with all covenants as required by the debt instruments to which entities of the Murano Group are parties to, and to be able to discharge the outstanding debt
and other liabilities as they become due. Furthermore, the Murano Group has retained specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring.
Whilst the terms of such a debt restructuring have not yet been agreed with the Murano Group’s various lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a
reasonable course of action to address the Group’s financial position and mitigate the risk over our ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to the hotel
operations in Cancun (including changes to the hotel management agreement and operational partners), which could generate additional cash flows compared to the current commercial arrangements. In assessing these strategies, management
has considered the available cash resources, inflows from the hotels that are already in operation, and future financing options that may be available to the Murano Group such as new or restructured loan agreements and the possible
financial support of the major shareholder of the Murano Group. However, the Murano Group may be unable to access further equity or debt financing when needed.
Our Consolidated and Combined Financial Statements were prepared assuming we will continue operating on a going concern basis (which contemplates we will be able to meet our obligations
as they become due within one year after the date these financial statements are issued). Our ability to continue as a going concern is dependent on many factors, including, among other things, improvements in our operating results
necessary to comply with our financial covenant requirements, and if necessary, refinancing of existing debt, amending or modifying our existing or future financial covenants or obtaining waivers in events of breach of covenants.
As of the date of this Report, the following amounts are owed of principal, interest or lease payments, as applicable:
|
Loan/Lease Agreements
|
Interest Payment
|
Lease Payments
|
||
|
MXN
|
USD
|
MXN
|
USD
|
|
|
Beach Club Loan
|
-
|
U.S.$1,842,466
|
||
|
Finamo Loan I
|
-
|
U.S.$1,405,437
|
||
|
Finamo Loan II
|
Ps.$10,572,222
|
|||
|
Finamo Loan III
|
Ps.$13,510,129
|
|||
|
Exitus Loan
|
U.S.$967,345
|
|||
|
Sofoplus Loan
|
U.S.$260,267
|
|||
|
Finamo Sale and Lease Back Agreements
|
Ps.$1,135,636
|
Ps.$59,079,864
|
||
|
Coppel Lease Agreement
|
Ps.$16,872,999
|
|||
|
TOTAL
|
Ps.$25,217,987
|
U.S.$4,475,514
|
Ps.$75,952,863
|
-
|
See “Recent Developments” and “Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our total current liabilities exceed the amount of the total current assets, which has
placed significant doubt on our ability to continue as going concern..”
| ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
| A. |
Directors and Senior Management
|
The table below sets forth our executive officers and directors. Our board of directors (“Board”) is comprised of six directors: Elías Sacal Cababie, Marcos Sacal Cohen, David James Galan, Keith Graeme
Edelman, and Patrick Joseph Goulding.
|
Name
|
Position
|
Age
|
Expiration
|
|||
|
Elías Sacal Cababie
|
Member of the Board
|
59
|
2025
|
|||
|
Marcos Sacal Cohen
|
Member of the Board
|
32
|
2027
|
|||
|
David James Galan
|
Member of the Board
|
51
|
2026
|
|||
|
Keith Graeme Edelman
|
Member of the Board
|
74
|
2025
|
|||
|
Patrick Joseph Goulding
|
Member of the Board
|
61
|
2027
|
|||
|
Theodore Allegaert
|
Member of the Board
|
60
|
2028
|
Biographical Information
Elías Sacal Cababie, 59, founded BVG World, S.A. de C.V. (“Bay View Grand,” currently Murano World, S. A. de C. V) in 1996
and has served as chairman of the board of directors of GIC I Trust since 2018. Additionally, Mr. Cababie is the Chief Executive Officer of Grupo Murano. Since 2009. Mr. Cababie is a leader within Mexico’s tourism and lodging industry
with over 20 years of experience developing, acquiring and financing real estate. Between 1998 and 2008, Mr. Cababie developed the “Second Home Living” business focused on international buyers interested in owning a vacation home in
Mexico. Previously, Mr. Cababie was a director on the board of Archiao Limited, a New York City and Dublin software company, from 2014 to 2018. Mr. Cababie has developed multiple residential real estate projects in beach cities
including Puerto Vallarta, Mexico City, and Cancún. Mr. Cababie is a member of the boards of trustees of the Mexico’s National Museum of Anthropology, the Mexican Federation of Associations of Friends of Museums, and is an adviser to
the Princess Grace Foundation (Monaco). We believe that Mr. Cababie is qualified to serve as a member of our board of directors because of his extensive business, real estate, and leadership experience, including leadership of Bay View
Grand and Grupo Murano.
Marcos Sacal Cohen, 32, is the Chief Operating Officer of Murano Group, where he oversees various high-value projects. Notably, he has managed the construction and
sale of Residencial Marina BVG Ixtapa for over U.S.$89 million, facilitated the sale of Residencial Villa Alejandra BVG for U.S.$48 million, and contributed to the successful sale of Grand Venetian BVG Vallarta for U.S.$300 million.
Sacal Cohen holds a bachelor’s degree in business administration from Universidad Anahuac in Mexico City, and he has furthered his education with a specialization in corporate finance from ITAM and a diploma with certification in
Project Evaluation from Harvard University. With his extensive expertise, he has secured financing exceeding $400 million and successfully concluded the construction of over 1,400 rooms. Moreover, he has adeptly secured management
agreements with top-tier companies. His leadership was instrumental in navigating the process of a public listing on Nasdaq.
David James Galan, 51, is the Global Chief Financial Officer, and joined PubCo in September 2023. Before joining PubCo, Mr. Galan served from 2019 to 2023 as the
Chief Financial Officer of Kibbutz Holding S.a.r.l, the investment holding company that founded Nasdaq listed hospitality group, Selina Hospitality PLC, and Latin America based real estate company, Dekel Real Estate Holding, S.A. From
2016 to 2019 David served initially as Chief Financial Officer and subsequently Chief Executive Officer of London Stock Exchange listed Zinc Media Group PLC, which grew to be one of the UK’s leading independent TV production businesses.
Mr. Galan is a UK Chartered Accountant, having qualified at Arthur Andersen in London in the audit and then corporate finance divisions. Post qualification he spent several years working in investment banking, specializing in small-cap
IPOs and M&A. Mr. Galan has over 20 years’ experience in preparing companies for public markets, equity and debt fundraising, investor relations as well as recent real estate and hospitality industry experience. Mr. Galan is a UK
resident and based in London. We believe Mr. Galan is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience.
Keith Graeme Edelman, 74, is an independent director of PubCo. He is the Chairman of Headlam Group PLC, a floor coverings distributor, Chairman of Revolution Bars
Group PLC, an operator of premium bars and pubs, and JQB, an online retailer of gold and gold coins. He has been a public company director of FTSE 100, FTSE 250, and other small cap quoted companies for over 30 years. He has worked in a
broad range of consumer industries including hotels at Ladbroke Group where he spearheaded the acquisition of Hilton International for $1.9 billion, media at Carlton Communications PLC and retail at Storehouse PLC In addition, he has
extensive property experience gained at Ladbroke Group, managing extensive retail property portfolios and latterly at Arsenal. His last executive role was at Arsenal Football Club where, as Managing Director, he was responsible for the
development of the Emirates Stadium and the redevelopment of the old Highbury Stadium into 725 residential unit. The whole project was delivered on time and within budget. Since then, Mr. Edelman has held non-executive positions at a
number of companies and was involved in of the Superdry PLC and Revolution Bars Group PLC IPOs. We believe Mr. Edelman is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance
experience.
Patrick Joseph Goulding, 61, is a director of PubCo. He is a real estate and finance industry veteran with more than 30 years of management experience in public and
private corporations. Most recently, Mr. Goulding has provided consulting services to a variety of firms across the finance sector in the US and United Kingdom with a particular focus on capital markets strategy including M&A and
financing. Throughout his career he has served as Chief Financial Officer of a number of public and private entities across the globe and has deep knowledge and experience having worked in the US, the United Kingdom, Australia and The
Netherlands through his career. Mr. Goulding previously served as a Managing Director and Head of Finance for Morgan Stanley’s global real estate investment business. He also held senior finance roles within the real estate businesses
of Schroders, ING and Lend Lease. In his various roles he was an officer or director of a significant number of those firm’s businesses. Mr. Goulding attended the South East Technological University (Ireland) before completing his
Chartered Accountant qualification with PricewaterhouseCoopers. He is a Fellow of Chartered Accountants Ireland. We believe Mr. Goulding is qualified to serve as a member of our board of directors because of his extensive business,
leadership and finance experience.
Theodore Allegaert, 60, is an independent director of PubCo. He is a U.S.-qualified lawyer with over twenty-five years of commercial legal experience, including
thirteen years in private practice at preeminent firms in Silicon Valley and New York and a decade of experience in senior in-house roles at multinational companies in the U.S. and the U.K. He currently serves as Chief Legal Officer of
Nasdaq-listed Zapp Electric Vehicles Group Ltd. Previously, he served from 2017-2020 as Chief Legal Officer at Nasdaq-listed Ferroglobe PLC (initially as Deputy), after serving as Deputy General Counsel of its formerly Nasdaq-listed
U.S. subsidiary Globe Specialty Metals, Inc. from 2011-15. From 2015-16 and from 2021-23, Mr. Allegaert was self-employed, serving as a contract general counsel and legal and compliance consultant to international businesses in Asia and
the U.K. Mr. Allegaert holds a bachelor’s degree from Columbia University and a Juris Doctor degree from The University of Chicago Law School.
Family Relationships
Elías Sacal Cababie and Marcos Sacal Cohen are related as father and son.
Share Ownership
The shares and any outstanding beneficially owned by our directors and officers and/or entities affiliated with these individuals are disclosed in “Item 7. Major
Shareholders and Related Party Transactions-A. Major Shareholders.”
| B. |
Compensation
|
Compensation of Directors and Officers
For the year ended December 31, 2024, the aggregate amount of compensation we paid to all members of Murano’s management was Ps.$32.1 million, which amount includes compensation paid to the members of our
Board of Directors for attending meetings of the Board of Directors and its Committees, the salaries of our senior management, including of our Chief Operating Officer, and the salary of the Chairman of our Board of Directors. Of the
Ps.$32.1 million that we paid to members of Murano’s management, $3.6 million was paid as base compensation and cash-based performance bonuses, including pension and post-employment benefits.
Elías Sacal Cababie’s employment agreement provides for an indefinite period. He serves as Chief Executive Officer of Murano Group and does not receive a base salary for his functions as he is the main
shareholder of Murano Group.
The following table discloses the amount of compensation paid to our senior management for the years ended December 31, 2024, 2023, and 2022:
Our “senior management” includes the Board of Directors Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer.
|
Year
|
Salary (Ps.$)
|
Bonus (Ps.$)
|
Option
Awards
(Ps.$)
|
All Other
Compensation (Ps.$)
|
Total (Ps.$)
|
||||||||||||
|
2024
|
28,470,801
|
2,927,735
|
702,656
|
32,101,192
|
|||||||||||||
|
2023
|
28,065,770
|
28,065,770
|
|||||||||||||||
|
2022
|
17,133,989
|
17,133,989
|
|||||||||||||||
All non-executive directors are subject to a director compensation policy applying a uniform amount of cash compensation and Murano Group equity on an annual basis. Directors appointed to committees
receive an additional per committee stipend. Directors performing the duty of Committee Chair or Lead Independent Director receive an additional stipend. External advice will be taken when reviewing director compensation.
Indemnification of Officers and Auditors
The Company has also entered into Agreements of Insurance with each Director or officer. Such agreements contain a right of access to the Company’s books and records for a purpose reasonably related to
the Director’s or officer’s position as a current or former director or officer, to the extent such documents would be made available to a Director under applicable law.
The Company has not otherwise, during or since the period of this Report, except to the extent permitted by law, indemnified or agreed to indemnify an auditor of the Company or of any related body
corporate against a liability incurred as an auditor.
| C. |
Board Practices
|
Foreign Private Issuer Exemption
Under Nasdaq rules, a “foreign private issuer,” as defined by the SEC, such as Murano generally is permitted to follow home country rules with regard to corporate governance practices, instead of the
comparable requirements of the applicable Nasdaq rules, other than with respect to certain matters including, among others, the requirement that the issuer have a majority of independent directors, the audit committee, compensation
committee, and nominating and corporate governance committee requirements, the requirement to disclose third-party director and nominee compensation, and the requirement to distribute annual and interim reports.
In the interest of transparency, as a foreign private issuer, Murano will not follow the requirement applicable for U.S. listed companies to disclose third-party director and nominee compensation, and the
requirement to distribute annual and interim reports. Notwithstanding, Murano will comply with the independent audit committee requirement, the notification of non-compliance and voting rights, required by Nasdaq 5600 Series rules.
We also inform you of the following nuances with respect to certain of our other corporate governance practices as of the date of this Report, subject to future changes or additions from time to time
(that would be publicly disclosed):
| • |
our Board of Directors and Audit Committee (“AC”) will hold fiduciary duties and liability for our accounts and annual filings, as opposed to them being signed off by our Chief Executive Officer and
Chief Financial Officer with oversight by the AC;
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our shareholders are required by home country law to appoint our auditor, which therefore goes into the general shareholders meeting circular each year. Our AC does not itself appoint the auditor, they
only recommend them for appointment; and
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our shareholders are not required to vote to issue shares, which is delegated directly to our Board of Directors under our Articles and in our Compensation & Governance Committee charter.
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Murano intends to take all actions necessary for it to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules
adopted by the SEC and Nasdaq corporate governance rules and listing standards.
Because Murano is a foreign private issuer, its directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They
will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.
Controlled Company
For purposes of the rules of the Nasdaq, Murano is a “controlled company.” Under the Nasdaq rules, controlled companies are companies of which more than 50% of the voting power for the election of
directors is held by an individual, a group, or another company. Upon completion of the Business Combination, Elías Sacal Cababie owned more than 50% of the outstanding Murano Ordinary Shares. Accordingly, Murano may be eligible to take
advantage of certain exemptions from certain Nasdaq corporate governance standards.
Corporate Governance
We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our shareholders following the Business Combination. Notable features of our corporate
governance include:
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we have independent director representation on our Audit, Compensation & Governance, and Nominations committees, and our independent directors meet with sufficient frequency to allow our Board to
manage and control our business in executive sessions without the presence of our corporate officers or non-independent directors;
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at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC; and
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we implement a range of other corporate governance practices, including implementing a robust director education program.
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Our Board has adopted Corporate Governance Guidelines, which are available on our website. The reference to our website address in this Report does not include or incorporate by reference the information
on our website into this Report.
Independence of our Board of Directors
Audit Committee
Our Audit Committee will be responsible for, among other things:
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appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
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discussing with our independent registered public accounting firm their independence from management;
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reviewing, with our independent registered public accounting firm, the scope and results of their audit;
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approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC;
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overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
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reviewing our policies on risk assessment and risk management;
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reviewing related person transactions; and
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establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
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The members of our Audit Committee, Keith Graeme Edelman and Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and regulations of the SEC
and Nasdaq with respect to audit committee membership. In addition, all of the audit committee members meet the requirements for financial literacy under applicable SEC and Nasdaq rules and at least one of the members qualifies as an
“audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K. The Board has adopted a new written charter for the Audit Committee, which is available on our website. The reference to our website address
in this Report does not include or incorporate by reference the information on our website into this Report.
Compensation & Governance Committee
Our Compensation and Governance committee will be responsible for, among other things:
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reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the board of directors, in conjunction with a
majority of the independent members of the board of directors) the compensation of our Chief Executive Officer;
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overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;
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reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs;
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reviewing and approving all employment agreement and severance arrangements for our executive officers;
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making recommendations to our board of directors regarding the compensation of our directors; and
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retaining and overseeing any compensation consultants.
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The members of our Compensation and Governance committee, Keith Graeme Edelman and Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and
regulations of the SEC and Nasdaq with respect to compensation committee membership, including the heightened independence standards for members of a compensation committee. Our Board has adopted a new written charter for the
compensation and governance committee, which is available on our website. The reference to our website address in this Report does not include or incorporate by reference the information on our website into this Report.
Nominations Committee
Our nominations committee will be responsible for, among other things:
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identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;
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overseeing succession planning for our Chief Executive Officer and other executive officers;
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periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;
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reviews developments in corporate governance practices;
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overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and
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developing and recommending to our board of directors a set of corporate governance guidelines.
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The members of our Nominations Committee, Keith Graeme Edelman and Theodore Allegaert, were designated by our Board, and each qualifies as independent directors according to the rules and regulations of
the SEC and Nasdaq with respect to nominations committee membership. Our Board has adopted a new written charter for the Nomination Committee, which is available on our website. The reference to our website address in this Report does
not include or incorporate by reference the information on our website into this Report.
Risk Oversight
Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees
the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration
of its risk oversight function has not negatively affected our board of directors’ leadership structure.
Code of Ethics
Information regarding our Code of Business Conduct and Ethics is set forth in Item 16B of this Report.
| D. |
Employees
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As of December 31, 2024, Murano directly and indirectly employed approximately 1,088 employees worldwide at its corporate offices and on-site at its resorts. Murano believes relations with its employees
are good. Murano estimates that 579 of these employees are represented by labor unions. Third-party service providers hire a significant number of employees to perform services for Murano and its affiliates, as is customary in the
industry.
| E. |
Share Ownership
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Information regarding the ownership of Murano’s ordinary shares by Murano’s directors and executive officers is set forth in “Item 7. Major Shareholders and Related
Party Transactions—A. Major Shareholders” of this Report.
| F. |
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
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Not applicable.
| ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
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| A. |
Major Shareholders
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The following table sets forth information relating to the beneficial ownership of Murano’s ordinary shares as of December 31, 2024 by:
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each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares;
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each of our directors;
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each of our senior management; and
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all of our directors and executive officers as a group.
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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the
securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any
option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.
As of March 21, 2024 Murano’s ordinary shares issued after giving effect to the Business Combination were 79,242,873.
As of December 31, 2024 the percentage of Murano’s ordinary shares beneficially owned is computed on the basis of 79,305,736 ordinary shares issued and outstanding.
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Beneficial Owners(1)
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Number of
Ordinary
Shares
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Percentage of
all
Ordinary
Shares
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5% shareholders:
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Elías Sacal Cababie
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69,152,609
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87.2
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%
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Shawn Matthews(2)
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8,812,500
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11.1
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%
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Directors and Executive Officers
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Elías Sacal Cababie
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69,152,609
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87.2
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%
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Marcos Sacal Cohen
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—
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*
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David James Galan
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—
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*
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Keith Graeme Edelman
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—
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*
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Theodore Allegaert
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—
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*
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Patrick Joseph Goulding
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—
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*
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All directors and executive officers as a group
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69,152,509
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87.2
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%
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Less than 1% individually.
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| (1) |
Unless otherwise noted, the business address of each of our shareholders is 25 Berkeley Square, London W1J 6HN.
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| (2) |
HCM Investor Holdings, LLC is the record holder of such shares. Mr. Matthews is the managing member of HCM Holdings. As such, each of HCM Holdings and Mr. Matthews may be deemed to share beneficial ownership of the ordinary
shares held directly by HCM Holdings. Mr. Matthews disclaims any beneficial ownership of the ordinary shares held directly by HCM Holdings, and disclaims any beneficial ownership of such shares other than to the extent of any
pecuniary interest he may have therein, directly or indirectly.
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For more information regarding the share ownership of Murano before, and after the Business Combination, see “Item 4. Information on the Company—A.
History and Development of the Company—Business Combination.”
| B. |
Related Party Transactions
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The table below sets forth the entities the Murano Group has engaged in related party transactions with and their relationship to the Murano Group:
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Related Party
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Relationship to Murano Group
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Impulsora Turistica de Vallarta, S. A. de C. V. (ITV)
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A Mexican corporation (sociedad anónima) owned 0.000001% by ESAGRUP (Company in which Elías Sacal Cababie holds 99.99% of its equity)
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Puerto Varas, S. A. de C. V. (Puerto Varas)
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A Mexican corporation (sociedad anónima) owned 50.00% by ESAGRUP (Company in which Elías Sacal Cababie holds 99.99% of its equity)
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Elías Sacal Cababie
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Founder and Chief Executive Officer of Murano.
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Marcos Sacal Cohen
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Chief Operating Officer of Murano and son of Elías Sacal Cababie.
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E.S. Agrupación, S.A. de C.V.
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A Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds 99.99% and BVG Infraestructura holds 0.01% of its equity.
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Sofoplus, S. A. P. I. de C. V., SOFOM, ER (Sofoplus)
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A Mexican Stock Market Promotion Company (S. A. P. I. by its acronym in Spanish) in which Harry Sacal Cababie holds 0.1% of its equity and 99.99% indirectly.
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Inmobiliaria Insurgentes 421, S.A. de C.V.
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A Mexican corporation (sociedad anónima) in which the Insurgentes Security Trust holds 99.99% of its equity.
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Murano World, S.A. de C.V.
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A Mexican corporation (sociedad anónima) in which Murano PV, S.A. de C.V. holds 99.9999% and Murano Management, S.A. de C.V. holds 0.0001% of its equity.
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BVG Infraestructura, S.A.de C.V.
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A Mexican corporation (sociedad anónima) in which Elías Sacal Cababie holds 99.9999992% of its equity.
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Provision of Administrative Services
ITV
During 2024 and for the year ended December 31, 2023, there were no services provided to ITV. For the year ended December 31, 2022, the Murano Group provided services to ITV. The services consisted
primarily of administrative services. For the year ended December 31, 2022, the Murano Group accrued a total of Ps.$1,370,344 (U.S.$66,812) in administrative services. As of December 31, 2024, 2023 and 2022 there were no remaining
balances to collect under the services agreement.
Puerto Varas
For the year ended December 31, 2024 there were no services provided s to Puerto Varas. For the years ended December 2023, and 2022, the services consisted primarily of administrative services in the
amount of Ps.$1,761,896 (U.S.$85,903) and Ps.$667,891 (U.S.$32,564) respectively. As of December 31, 2024, 2023 and 2022, there was no balance pending to collect under the services agreement.
Related Party Loans
ITV
On May 2, 2021, ITV made a 36-month loan (subsequently amended to 48-months on May 3, 2021) to Murano World, S. A. de C. V., for a total amount of Ps.$97,500,000
(U.S.$4,753,709) at an annual rate of 17.75%. As of December 31, 2023 and 2022, the outstanding balance of this loan, including interest was Ps.$39,121,151 (U.S.$1,907,390) and Ps.$58,078,077 (U.S.$2,831,654), respectively. On
May 2, 2024, the maturity of this loan was extended for one additional year. On October 31, 2024, the outstanding balance of this loan was repaid in full.
On April 30, 2024, ITV granted a 36-month loan to Murano World in the amount of Ps.$17,200,000 (U.S.$838,603) with an interest rate of 17.75% and payments of
principal after 12 months of the signing date. On October 31, 2024, the outstanding balance of this loan was repaid in full.
For the years ended December 31, 2024,2023 and 2022, the Murano Group paid interest in the amount of Ps.$2,368,211(U.S.$115,464) Ps.$7,608,336 (U.S.$370,952) and
Ps.$15,159,574 (U.S.$739,120), respectively.
Elías Sacal Cababié
On February 9, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of Ps.$7,900,000 (U.S.$385,172) at a monthly
variable rate of TIIE 28 plus a spread of 3%. The outstanding balance of this loan was paid during December 2023.
On February 10, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$2,865,000 at a monthly variable
rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.
On September 26, 2023, Murano World, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie on commercially reasonable arm’s length terms for a total amount of U.S.$3,200,000 at a monthly variable
rate of 3M SOFR plus a spread of 3%. On April 30, 2024, the principal amount was repaid in full.
On April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of Ps.$2,000,000 (U.S.$97,512) at a monthly
variable rate of TIIE 28 plus a spread of 3%. As of December 31, 2024, the outstanding balance of this loan was repaid on March 8, 2024, as part of the capital restructuring as described in Note 2.c of the Consolidated and Combined
Financial Statements.
On April 14, 2023, Murano PV, S.A. de C.V. granted a 12-month loan to Elías Sacal Cababie. on commercially reasonable arm’s length terms for a total amount of U.S.$438,611 at a
monthly variable rate of 3M SOFR plus a spread of 3%. The principal amount was paid on March 8, 2024, as part of the capital restructuring as described in Note 2.c of the Consolidated and Combined Financial Statements.
ESAGRUP
On February 10, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$9,620,660 (U.S.$469,065) at a monthly variable rate of TIIE 28
plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
On March 31, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of U.S.$453,000 at a monthly variable rate of 3M SOFR plus a spread of
3%. On October 31, 2024, this loan was repaid in full.
On April 14, 2023, Murano PV granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of U.S.$359,368 at a monthly variable rate of 3M SOFR plus a spread of 3%.
The principal amount was paid on March 8, 2024, as part of the capital restructuring as described in Note 2.c. of the Consolidated and Combined Financial Statements.
On May 5, 2023, Murano PV granted a short-term loan to ESAGRUP of Ps.$30,000 with a maturity of a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%. The principal amount was repaid
on March 8, 2024.
On November 9, 2023, Murano World granted a 12-month loan to ESAGRUP on commercially reasonable arm’s length terms for a total amount of Ps.$10,000,000 (U.S.$571,373) at a monthly variable rate of TIIE 28
plus a spread of 3%. On October 31, 2024, this loan was repaid in full.
On May 2, 2024, ES Agrupación, S. A. de C. V. granted a loan of $317,000,000 to Murano World. The lender had agreed to convert the loan balance into a small minority equity interest in the Cancun II
project, however, the Group analyzed the merits of this transaction in line with the pipeline development plan and management decided to repay the balance in full on October 31, 2024.
On May 2, 2024, Murano World granted a loan of up to $14,750,000 to ES Agrupación, S. A. de C. V., which matures in a year and accrues interest at a rate of TIIE 28 days plus a spread of 3%. On October
31, 2024, this loan was repaid in full.
On May 20, 2024, Murano World granted a loan of up to U.S.$1,850,000 to ES Agrupación, S. A. de C. V., which matures in one year that accrues interest at a rate of SOFR plus a spread of 3%. As of
September 30, 2024, the borrower paid U.S.$647,000. On October 31, 2024, this loan was repaid in full.
Sofoplus
On June 28, 2019, Sofoplus made a 48-month loan to Murano World, S. A. de C. V. on commercially reasonable arm’s length terms for a total amount of Ps.$100,000,000 (U.S.$4,875,599) at an annual rate of
16.75%. As of December 31, 2022, the outstanding balance of this loan was Ps.$71,179,852 (U.S.$3,470,444). The remaining balance of this loan was paid on August 24, 2023.
On June 24, 2022, Sofoplus granted a loan agreement to Murano World S. A. de C.V. of up to U.S.$15,000,000, on commercially reasonable arm’s length terms, with a
three-year maturity and an annual interest rate of 15%. Elías Sacal Cababie, Marcos Sacal Cohen and ES Agrupación signed as joint obligors for this loan. As of December 31, 2024, 2023 and 2022, the
outstanding balance of this loan, including interest was Ps.$110,642,225 (U.S. $5,394,471), Ps.$171,153,445 (U.S.$8,344,756) and Ps.$145,231,418 (U.S.$7,080,902).
On October 2023 and April 2024 SGGYP Sureste, S. A. de C. V. transferred its collection rights of its outstanding invoices with the GIC I Trust to Sofoplus in the amount of Ps.$7,500,000 (U.S.$365,670) and Ps.$3,499,325 (U.S.$170,613), respectively. On November 29,2024 the Group paid Ps.$1,000,000 (U.S.$48,756) to the
principal balance of the discounted invoices described above. As of December 31, 2024 the outstanding balance of this discounted invoices was Ps.$9,999,325 (U.S.$487,527).
On September 30, 2024, Murano World signed a loan agreement with Sofoplus up to U.S.$3,600,000 with disbursements of U.S.$700,000, U.S.$100,000, U.S.$800,000, U.S.$1,000,000 and U.S.$1,000,000 on
September 30, 2024, October 3, 2024, October 31, 2024, November 29, 2024, and December 13, 2024, respectively. The Group used this loan to repay the balance of the secured mortgage loan of U.S.$15,000,000. This loan requires us to pay
monthly interest at the annual interest rate of 16% starting on October 1, 2024, with maturity on October 1, 2026. As of December 31, 2024 the outstanding balance of this loan including interest was Ps.$74,001,162 (U.S.$3,608,000).
For the years ended December 31, 2024,2023 and 2022, the Murano Group has paid interest of Ps.$26,524,331 (U.S.$1,293,220), Ps.$27,324,815 (U.S.$1,332,248) and
Ps.$25,493,235 (U.S.$1,242,948), respectively.
On January 30, 2025, Murano World signed a loan agreement with Sofoplus up to US. $6,000,000 with draws of US $870,772 and $5,129,228 on January 31, 2025 and February 13, 2025. This loan has to pay
monthly interest at the annual interest rate of 16%, with maturity on February 1, 2028
Inmobiliaria Insurgentes
On July 1, 2023, the lease agreements between (i) Inmobiliaria Insurgentes 421 (as lessor) and OHI421 (as lessee) and (ii) Inmobiliaria Insurgentes 421 (as lessor) OHI421 Premium (as lessee) became
effective. These lease agreements were executed for a 20-year term and their purpose is to lease the property of the Insurgentes 421 Hotel Complex.
These agreements were negotiated and entered into between related parties. Therefore, the terms of the Insurgentes Loan Agreements, including consideration payable thereunder, may be less favorable to us
than terms negotiated with unaffiliated and third-party lessees. Under both lease agreements, the lessees must pay a monthly base rent of U.S.$50,000 and an annual variable rent payment based on 95% of the lessees’ annual operating
income.
As of December 31, 2024, Inmobiliaria Insurgentes 421 has received from the lessees, the monthly amount of U.S.$50,000 for base rent concept, which means that the cumulative base rent paid by each lessee
was U.S.$600,000. Payments for concept of variable rent under the lease agreements amounted during 2024 Ps.$53,174,238 (U.S.$2,592,563).
BVG Infraestructura
On March 1, 2023, BVG Infraestructura, S.A. de C.V. granted a 12-month loan to Inmobiliaria Insurgentes 421 for a total amount of U.S.$955,011 at a monthly variable rate of SOFR plus a spread of 3%. As of
December 31, 2023, the outstanding balance of this loan was U.S. $709,494. On October 31, 2024, these loan was repaid in full.
Promissory Notes
Certain Group Companies issued the following promissory notes as part of the Murano Group Reorganization in order to capitalize Murano Global Investments Limited:
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías Sacal Cababie for the total amount of Ps.$73,000,000 (U.S.$4,321,189) as a result of the purchase of 103,267,741 shares
of Murano World, S. A. de C. V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías Sacal Cababie for the total amount of Ps.$18,000,000 (U.S.$1,065,499) as a result of a transfer of the trustee rights of
16,915,151 shares of Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ESAGRUP for the total amount of Ps.$266,500,000 (U.S.$15,775,298) as a result of the purchase of 329,753,574 shares of Murano World, S. A. de C. V.
previously owned by ESAGRUP.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ESAGRUP for the total amount of Ps.$542,500,000 (U.S.$32,112,943) as a result of the transfer of the trustee rights of
434,361,612 shares from Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by ESAGRUP.
All the promissory notes described above were issued as part of the Murano Group Reorganization and used by Elías Sacal Cababie to capitalize Murano Global Investments PLC On March 8, 2024 Murano Global
Investments PLC utilized the promissory notes to complete the Murano Group Reorganization by capitalizing Murano PV and the notes were canceled as a final step in the reorganization.
For more information about Murano Group’s transactions with related parties please see Note 6 to the Consolidated and Combined Financial Statements included elsewhere in this Report.
Certain Agreements Related to the Business Combination
In connection with the Business Combination, we entered into the following agreements:
| • |
Sponsor Support Agreement with HCM and HCM Holdings, concurrently with the execution and delivery of the Business Combination Agreement, pursuant to which HCM Holdings has agreed, among other things,
to vote (or execute and return an action by written consent), or cause to be voted at the Extraordinary Meeting (or validly execute and return and cause such consent to be granted with respect to), all of its HCM Class B
Ordinary Shares in favor of (A) the approval and adoption of the Business Combination Agreement and approval of the Merger and all other transactions contemplated by the Business Combination Agreement, (B) against any action,
agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of HCM under the Business Combination Agreement or that would reasonably be
expected to result in the failure of the Merger from being consummated and (C) each of the proposals and any other matters necessary or reasonably requested by HCM for consummation of the Merger and the other transactions
contemplated by the Business Combination Agreement.
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| • |
Assignment, Assumption and Amendment to HCM Warrant Agreement with HCM and Continental, as warrant agent, pursuant to which, as of the Effective Time (as defined in the agreement), (i) each SPAC
Warrant (as defined in the agreement) that is outstanding immediately prior to the Effective Time will no longer represent a right to acquire one HCM Ordinary Share and will instead represent the right to acquire the same number
of PubCo Ordinary Shares under substantially the same terms as set forth in the HCM Warrant Agreement entered into in connection with HCM’s IPO and (ii) HCM will assign to PubCo all of HCM’s right, title and interest in and to
the existing HCM Warrant Agreement and PubCo will assume, and agree to pay, perform, satisfy and discharge in full, all of HCM’s liabilities and obligations under the existing HCM Warrant Agreement arising from and after the
Effective Time.
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| • |
Registration Rights Agreement with HCM Holdings and certain equityholders, containing customary registration rights for HCM Holdings and the equityholders who are parties thereto.
|
| • |
Lock-Up Agreement with HCM Holdings, which was subsequently amended on December 31, 2023, pursuant to which the sponsor has agreed not to transfer any PubCo Lock-Up Shares held by it during the Lock-Up
Period (in each case as defined in the agreement).
|
| • |
Vendor Participation Agreement with HCM and HCM Holdings and certain vendors of Murano, pursuant to which such vendors were entitled to purchase at cost an aggregate of 1,250,000 additional Founder
Shares (as defined in the agreement) from sponsor, immediately prior to the consummation of the Business Combination, contingent upon the satisfaction and cancellation of an aggregate principal amount of $12,500,000 due from
Murano.
|
| • |
Indemnification agreement granted by Elías Sacal Cababie in favor of HCM Acquisition Corp executed as of March 20, 2024, pursuant to which, among others, Elías Sacal Cababie shall indemnify and hold
HCM and its successors harmless from tax contingencies resulting from (i) the inclusion of BVG Infraestructura, S.A. de C.V. as settlor and beneficiary of F/0455 Trust and (ii) the segregation of real estate property from the
F/0455 Trust, Exitus Trust and GIC II Trust.
|
| C. |
Interests of Experts and Counsel
|
None / Not applicable.
| ITEM 8. |
FINANCIAL INFORMATION
|
| A. |
Consolidated and Combined Statements and Other Financial Information
|
Consolidated and Combined Financial Statements
See “Item 18. Financial Statements” of this Report for our consolidated and combined financial statements and other financial information.
Legal and Arbitration Proceedings
Murano is currently not subject to any material legal or regulatory proceeding as defendant. To Murano’s knowledge, there are currently no other material legal or regulatory proceedings threatened or
contemplated against Murano or its affiliates.
Dividend Policy
We have never declared or paid any cash dividend on our Murano Ordinary Shares. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and
general financial condition. Any further determination to pay dividends on our Murano Ordinary Shares would be at the discretion of our board of directors.
| B. |
Significant Changes
|
After December 31, 2024, and except as disclosed elsewhere in this Report, we have not experienced any significant changes since the date of our audited consolidated and combined financial statements
included in this Report.
| ITEM 9. |
THE OFFER AND LISTING
|
| A. |
Offer and Listing Details
|
Nasdaq Listing of Murano ordinary shares and Murano warrants
Murano Ordinary Shares and Murano Warrants are listed on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. Holders of these ordinary shares and/or warrants should obtain current market quotations
for their securities. There can be no assurance that the Murano Ordinary Shares and/or Murano Warrants will remain listed on Nasdaq. If Murano fails to comply with the Nasdaq listing requirements, Murano Ordinary Shares and Murano
Warrants could be delisted from Nasdaq. A delisting of Murano Ordinary Shares and/or Murano Warrants will likely affect their liquidity and could inhibit or restrict the ability of Murano to raise additional financing.
Lock-up Agreements
Information regarding the lock-up restrictions applicable to the Murano Ordinary Shares and Murano Warrants held by certain shareholders and executives of Murano, including its principal shareholders and
key executives, is included in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Certain Agreements Related to the Business Combination”.
| B. |
Plan of Distribution
|
Not applicable.
| C. |
Markets
|
See “Item 9. The Offer and Listing—A. Offer and Listing Details”.
| D. |
Selling Shareholders
|
Not Applicable.
| E. |
Dilution
|
Not applicable.
| F. |
Expenses of the Issue
|
Not applicable.
| ITEM 10. |
ADDITIONAL INFORMATION
|
| A. |
Share Capital
|
The authorized share capital of Murano is unlimited.
As of the date hereof, there were 79,313,981 Murano Ordinary Shares outstanding.
Information regarding our share capital is included in the Registration Statement on Form F-4 (File No. 333-273849), which was filed with the SEC on February 15, 2024, as supplemented by Prospectus
Supplement No. 1 dated March 20, 2024 (as subsequently amended, the “Registration Statement”) under the section titled “Description of PubCo’s Securities” and is incorporated herein by reference.
| B. |
Memorandum and Articles of Association
|
Information regarding certain material provisions of the constitution of Murano is included in the Registration Statement under the section titled “Description of PubCo Securities” and is incorporated
herein by reference.
| C. |
Material Contracts
|
Information regarding certain material contracts among entities in Murano Group may be found in “Item 4. Information on the Company—A. History and Development of the
Company—Business Combination” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.”
| D. |
Exchange Controls
|
There are no governmental laws, decrees, regulations or other legislation in the Bailiwick of Jersey that may affect the import or export of capital, including the availability of cash and cash
equivalents for use by Murano, or that may affect the remittance of dividends, interest, or other payments by Murano to non-resident holders of its ordinary shares. There is no limitation imposed by the laws of the Bailiwick of Jersey
or in Murano’s constitution on the right of non-residents to hold or vote shares.
| E. |
Taxation
|
Certain Material Jersey Tax Considerations
The following summary of the anticipated tax treatment in Jersey of PubCo and holders of PubCo Ordinary Shares is based on Jersey taxation law and practice as they are understood to apply at the date of
this proxy statement/prospectus. It does not constitute, nor should it be considered to be, legal or tax advice and does not address all aspects of Jersey tax law and practice (including, without limitation, such tax law and practice as
they apply to any land or building situated in Jersey, or as they apply to certain types of persons, such as persons holding or acquiring shares in the course of trade, collective investment schemes or insurance companies). Holders of
PubCo Ordinary Shares should consult their professional advisors on the implications of acquiring, buying, holding, selling or otherwise disposing of PubCo Ordinary Shares under the laws of any jurisdictions in which they may be liable
to taxation. Holders of PubCo Ordinary Shares should be aware that tax rules and practice and their interpretation may change.
Taxation of PubCo and of Non-Jersey Residents
On the basis that PubCo is incorporated in Jersey, but is centrally managed and controlled, and is solely resident for tax purposes, in the United Kingdom, a jurisdiction where the highest rate of
corporate tax is at least 10%, PubCo will not be liable to pay Jersey income tax other than on certain Jersey source income (except where such income is exempted from income tax pursuant to the Income Tax (Jersey) Law 1961, as amended).
On the basis that PubCo is not a financial services company, a utility company, large retailer or involved in the importation or distribution of hydrocarbon oils and does not hold Jersey real estate, it is subject to income tax in
Jersey at a rate of zero per cent on any such income.
Dividends on PubCo Ordinary Shares may be paid by PubCo without withholding or deduction for or on account of Jersey income tax and holders of PubCo Ordinary Shares (other than residents of Jersey) will
not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such shares. It is possible that the current tax regime applicable in Jersey may be amended and PubCo could become subject to taxation in
Jersey. See “Item 10. Additional Information—E. Taxation—Certain Material Jersey Tax Considerations—Shareholders of a Jersey Company” in relation to the status of Jersey resident holders of
PubCo Ordinary Shares
Goods and Services Tax
The States of Jersey introduced a Goods and Services Tax, which we refer to as GST, with effect from May 6, 2008. A company may opt out of the GST regime by applying to become an international services
entity (“ISE”), as provided by the Goods and Services Tax (Jersey) Law 2007. ISE status is obtained upon meeting certain requirements and paying a prescribed annual fee. As an ISE, a company is
exempted both from registering for GST and from accounting for GST on supplies made and received in Jersey solely for the purpose of its business. It is anticipated that PubCo will maintain ISE status and the PubCo Board intends to
conduct the business of the combined company such that no GST will be incurred by PubCo.
Shareholders of a Jersey Company
Any shareholders of a Jersey company who are resident for tax purposes in Jersey will incur income tax on any dividends paid on the shares held by them.
No stamp duty is levied on the transfer inter vivos, exchange, issue or repurchase of shares (unless the articles of association of the company convey the right
to occupy property in Jersey), but there is a stamp duty payable when Jersey grants of probate and letters of administration are required. In the case of a grant of probate or letters of administration, stamp duty is levied according to
the size of the estate (wherever situated in respect of a holder of shares who is domiciled in Jersey, or situated in Jersey in respect of a holder of shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to
0.75% of such estate and such duty is capped at £100,000.
Jersey does not otherwise levy taxes upon capital, inheritances, capital gains, transactions or gifts nor are there other estate duties.
Certain Material United Kingdom Tax Considerations
Tax Residence
Murano is incorporated in Jersey, but it is intended that it will be resident for UK tax purposes in the UK by virtue of its central management and control being exercised in the United Kingdom.
Dividends and Disposals
As a matter of current United Kingdom tax law, Murano is not required to withhold any amounts on account of United Kingdom tax at source from dividend payments it makes in respect of the Murano Ordinary
Shares.
A holder of the Murano Ordinary Shares who is not resident in the United Kingdom for United Kingdom tax purposes and does not carry on a trade, profession or vocation in the United Kingdom through a
permanent establishment, branch, agency or otherwise in the United Kingdom should not generally be liable to United Kingdom tax on the receipt of dividends paid in respect of the Murano Ordinary Shares or on the disposal of Murano
Ordinary Shares.
Stamp Duty and Stamp Duty Reserve Tax
No United Kingdom stamp duty reserve tax will be payable on the issue of the Murano Ordinary Shares or any agreement to transfer the Murano Ordinary Shares.
No United Kingdom stamp duty will be payable on the issue of the Murano Ordinary Shares or any transfer of the Murano Ordinary Shares effected by electronic means. A documentary transfer of any Murano
Ordinary Shares or documentary agreement to transfer any interest in any Murano Ordinary Shares (where such interest falls short of full legal and beneficial ownership) may give rise to United Kingdom stamp duty and advice should be
taken in this regard.
Material U.S. Federal Income Tax Considerations
This section describes material U.S. federal income tax consequences to a U.S. holder (as defined below) with respect to the ownership and disposition of Murano Ordinary Shares and Murano Warrants
(collectively, the “Murano Securities”). This discussion deals only with U.S. holders that hold their Murano Securities as capital assets. It does not cover all aspects of U.S.
federal income taxation that may be relevant to the U.S. holders (including consequences under any alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws (such as estate or
gift tax laws). This discussion also does not address tax considerations applicable to U.S. holders that own (directly, indirectly or by attribution) 5% or more of the Murano Securities by vote or value, nor does this section discuss
all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such as financial institutions, insurance companies, individual retirement accounts
and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect to mark their securities to market for U.S. federal income tax purposes, investors that hold Murano
Securities as part of straddles, hedging transactions or conversion transactions for U.S. federal income tax purposes, persons that received Murano Securities as compensation for services, persons that have ceased to be U.S. citizens or
lawful permanent residents of the United States, investors holding the Murano Securities in connection with a trade or business conducted outside of the United States, S corporations, partnerships or other entities or arrangements
treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein), U.S. citizens or lawful permanent residents living abroad, passive investors that are required to include amounts in
their taxable income in advance of receipt under rules regarding applicable financial statements or U.S. holders whose functional currency is not the U.S. dollar).
As used herein, the term “U.S. holder” means a beneficial owner of Murano Securities that is, for U.S. federal income tax purposes, (i) an
individual citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S.
federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control
all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds Murano Securities will depend on the status of the
partner and the activities of the partnership. Entities or arrangements treated as partnerships for U.S. federal income tax purposes should consult their tax advisers concerning the U.S. federal income tax consequences to them and their
partners of owning of Murano Securities.
This discussion is based on the tax laws of the United States, including the Code, its legislative history, existing and proposed regulations thereunder, published rulings of the IRS and court decisions,
all as of the date hereof and all subject to change at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No
assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No ruling has been or will be sought from the IRS regarding any
matter discussed below.
ALL HOLDERS OF MURANO SECURITIES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM RELATING TO THE OWNERSHIP OF MURANO SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF
STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Ownership of Murano Ordinary Shares and Murano Warrants
This discussion is subject to the discussion in “- Application of the PFIC Rules to Murano Ordinary Shares and Murano Warrants” below.
Distributions on Murano Ordinary Shares
The gross amount of any distribution on Murano Ordinary Shares that is made out of Murano’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will
be taxable to a U.S. holder as ordinary dividend income on the date such distribution is actually or constructively received. Any such dividends generally will not be eligible for the dividends received deduction generally allowed to
U.S. corporations in respect of dividends received from other U.S. corporations. To the extent that the amount of the distribution exceeds Murano’s current and accumulated earnings and profits (as determined under U.S. federal income
tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in its Murano Ordinary Shares, and thereafter as capital gain recognized on a sale or
exchange.
Dividends paid by Murano generally will be taxable to a non-corporate U.S. holder at the reduced rate normally applicable to long-term capital gains, provided that Murano is considered a “qualified
foreign corporation” and certain other requirements are met. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of the income tax treaty between the United Kingdom and the United States (the
“Treaty”). A foreign corporation is also treated as a “qualified foreign corporation” with respect to dividends paid by that corporation on shares that are readily tradable on
an established securities market in the United States. U.S. Treasury Department guidance indicates that shares listed on the Nasdaq, such as the Murano Ordinary Shares, will be readily tradable on an established securities market in the
United States. There can be no assurance, however, that Murano Ordinary Shares will be considered readily tradable on an established securities market in later years or that that Murano will be eligible for the benefits of the Treaty. A
U.S. holder will not be able to claim the reduced rate on dividends received from Murano if Murano is treated as a PFIC (as defined below) in the taxable year in which the dividends are received or in the preceding taxable year (or if
any shares of Murano that they own are treated as stock in a PFIC). See the section entitled “-Application of the PFIC Rules to Murano Ordinary Shares and Murano Warrants” below.
Subject to certain conditions and limitations, withholding taxes, if any, on dividends paid by Murano may be treated as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax
liability under the U.S. foreign tax credit rules. For purposes of calculating the U.S. foreign tax credit, dividends paid on Murano Ordinary Shares will generally be treated as income from sources outside the United States and will
generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex. U.S. holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under particular
circumstances.
Sale, Exchange, Redemption or Other Taxable Disposition of Murano Ordinary Shares and Murano Warrants
A U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Murano Ordinary Shares or Murano Warrants in an amount equal to the difference between
(i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such shares and/or warrants. Any gain or loss recognized by a U.S. holder on a taxable disposition of Murano Ordinary Shares or Murano Warrants
generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares and/or warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to
long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. holder on the sale or exchange of Murano Ordinary Shares
or Murano Warrants generally will be treated as U.S.-source gain or loss. Therefore, a U.S. holder may have insufficient foreign-source income to utilize foreign tax credits attributable to any non-U.S. withholding tax (if any) imposed
on a sale, exchange, redemption or other taxable disposition. U.S. holders should consult their tax advisors as to the availability of and limitations on any foreign tax credit attributable to non-U.S. withholding taxes (if any such
taxes are imposed).
Exercise or Lapse of a Murano Warrant
Except as discussed below with respect to the cashless exercise of a Murano Warrant, a U.S. holder generally will not recognize gain or loss upon the acquisition of a Murano Ordinary Share on the exercise
of a Murano Warrant for cash. A U.S. holder’s tax basis in a Murano Ordinary Shares received upon exercise of the Murano Warrant generally should be an amount equal to the sum of the U.S. holder’s tax basis in the Murano Warrant
exchanged therefor and the exercise price. The U.S. holder’s holding period for a Murano Ordinary Share received upon exercise of the Murano Warrant will begin on the date following the date of exercise (or possibly the date of
exercise) of the Murano Warrant and will not include the period during which the U.S. holder held the Murano Warrant. If a Murano Warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to
such holder’s tax basis in the Murano Warrant.
The tax consequences of a cashless exercise of a Murano Warrant are not clear under current tax law. A cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or
because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. holder’s basis in the Murano Ordinary Shares received would equal the holder’s basis in the Murano
Warrants exercised therefor. If the cashless exercise were treated as not being a gain realization event, a U.S. holder’s holding period in the Murano Ordinary Shares would be treated as commencing on the date following the date of
exercise (or possibly the date of exercise) of the Murano Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Murano Ordinary Shares generally would include the holding period of the Murano
Warrants exercised therefor.
It is also possible that a cashless exercise of a Murano Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. holder would recognize gain
or loss with respect to the portion of the exercised Murano Warrants treated as surrendered to pay the exercise price of the Murano Warrants (the “surrendered warrants”). The U.S. holder would recognize capital gain or loss with respect
to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the Murano Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of
the Murano Warrants and (ii) the sum of the U.S. holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. holder’s tax
basis in the Murano Ordinary Shares received would equal the U.S. holder’s tax basis in the Murano Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. holder’s holding period
for the Murano Ordinary Shares generally would commence on the date following the date of exercise (or possibly the date of exercise) of the Murano Warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurance which, if any, of the alternative tax consequences and holding
periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Murano Warrants.
Possible Constructive Distributions
The terms of each Murano Warrant provide for an adjustment to the number of Murano Ordinary Shares for which the Murano Warrant may be exercised or to the exercise price of the Murano Warrant in certain
events, as discussed above in the section captioned “Item 10. Additional Information—B. Memorandum and Articles of Association”. An adjustment which has the effect of preventing dilution
generally is not taxable. A U.S. holder of a Murano Warrant generally would, however, be treated as receiving a constructive distribution from Murano if, for example, the adjustment increases the holder’s proportionate interest in
Murano’s assets or earnings and profits (e.g., through an increase in the number of Murano Ordinary Shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash to the holders of the Murano Ordinary
Shares which is taxable to the U.S. holders of such shares as described in the section entitled “- Distributions on Murano Ordinary Shares” above. Such constructive distribution generally would
be subject to tax as described in the section entitled that section in the same manner as if the U.S. holder of such warrant received a cash distribution from Murano equal to the fair market value of such increased interest.
Application of the PFIC Rules to Murano Ordinary Shares and Murano Warrants
A non-U.S. corporation, such as Murano, will be a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets
of its subsidiaries, (i) 75% or more of its gross income is passive income, and/or (ii) 50% or more of the value of its assets (generally based on the quarterly average of the value of its assets during such year) is attributable to
assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of
property producing such income and net foreign currency gains. Based on the expected composition of Murano’s gross assets and income and the manner in which Murano expects to operate its business in 2024 and future years, Murano does
not expect to be classified as a PFIC for U.S. federal income tax purposes for Murano’s 2024 taxable year or in the foreseeable future. Whether Murano is a PFIC is a factual determination made annually, and Murano’s status could change
depending, among other things, upon changes in the composition and relative value of its gross receipts and assets.
If Murano were a PFIC in any year during which a U.S. holder owns Murano Ordinary Shares, subject to the discussion below regarding the mark-to-market (“MTM”) or qualified electing fund (“QEF”) elections, a U.S. holder generally will be subject to special rules (regardless of whether Murano continues to be a
PFIC) with respect to (i) any “excess distribution” (generally, any distributions received by a U.S. holder on its Murano Ordinary Shares in a taxable year that are greater than 125% of the average annual distributions received by the
U.S. holder in the three preceding taxable years or, if shorter, the U.S. holder’s holding period for the Murano Ordinary Shares) and (ii) any gain realized on the sale or other disposition of Murano Ordinary Shares. Under these rules
(a) the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which Murano is a PFIC
will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years will be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for
the deemed deferral benefit will be imposed with respect to the resulting tax attributable to each such other taxable year.
A U.S. holder may be able to avoid some of the adverse impacts of the PFIC rules described in the preceding paragraph by making an MTM election with respect to its Murano Ordinary Shares. The election is
available only if the Murano Ordinary Shares are considered “marketable stock,” which generally includes stock that is regularly traded in more than de minimis quantities on a qualifying exchange. If a U.S. Holder makes the MTM
election, it generally will not be subject to the excess distribution regime discussed in the preceding paragraph and the tax consequences should be as set forth above under this paragraph. Any gain from marking the Murano Ordinary
Shares to market or from disposing of them would be ordinary income. Any loss from marking the Murano Ordinary Shares to market would be recognized only to the extent of unreversed gains previously included in income. Loss from marking
the Murano Ordinary Shares to market would be ordinary, but loss on disposing of them would be capital loss except to the extent of unreversed inclusions with respect to such stock. It is expected that Murano Ordinary Shares, which are
expected to be listed on Nasdaq, will qualify as marketable shares for the PFIC rules purposes. No assurance can be given that the Murano Ordinary Shares will be traded in sufficient frequency and quantity to be considered “marketable
stock.” A valid MTM election cannot be revoked without the consent of the IRS unless the Murano Ordinary Shares cease to be marketable stock. In addition, it is anticipated that U.S. holders of Murano Warrants will not be able to make
an MTM election with respect to such warrants.
A U.S. holder would not be able to avoid the tax consequences described above by electing to treat Murano as a QEF because Murano does not intend to provide U.S. holders with the information that would be
necessary to make a QEF election with respect to the Murano Ordinary Shares. In any event, U.S. holders of Murano Warrants will not be able to make a QEF election with respect to their warrants.
U.S. holders should consult their own tax advisors concerning Murano’s possible PFIC status and the consequences to them, including potential reporting requirements, if Murano were classified as a PFIC
for any taxable year.
Information Reporting and Backup Withholding
Information reporting requirements may apply to distributions on and proceeds from a disposition of the Murano Securities. Backup withholding may apply to such amounts if the U.S. holder fails to provide
an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of
any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. U.S. holders should consult their tax advisors regarding these
rules and any other reporting obligations that may apply to the ownership or disposition of Murano Ordinary Shares or Murano Warrants, including reporting obligations related to the holding of certain foreign financial assets.
| F. |
Dividends and Paying Agents
|
See “Item 8. Financial Information—A. Consolidated and Combined Statements and Other Financial Information—Combined Financial Statements” and “Item 10. Additional Information—B. Memorandum and Articles of Association” for a discussion of whether, how and when we may declare and pay dividends.
| G. |
Statement by Experts
|
Not applicable.
| H. |
Documents on Display
|
Murano is subject to certain of the informational filing requirements of the Exchange Act. Since Murano is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act
prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of Murano are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the
Exchange Act with respect to their purchase and sale of Murano ordinary shares. In addition, Murano is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose
securities are registered under the Exchange Act. However, Murano is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website
at www.sec.gov that contains reports and other information that Murano files with or furnishes electronically to the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room
located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Murano’s ordinary shares and Murano Warrants are quoted on Nasdaq. Information about Murano is also available on our website at https://www.murano.com.mx/en/. This URL is intended to be an inactive
textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, even if it might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be
incorporated into this Report and you should not rely on any such information in making your decision whether to purchase our ordinary shares.
| I. |
Subsidiary Information
|
Not applicable.
| J. |
Annual Report to Security Holders
|
Not applicable.
| ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are exposed to a variety of market and other risks, including credit risk, liquidity risk, market risk, operating risk, and legal risk. For quantitative and qualitative disclosures about these risks,
see Note 13 to the Consolidated and Combined Financial Statements.
| ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
| A. |
Debt Securities
|
Not applicable.
| B. |
Warrants and Rights
|
Not applicable.
| C. |
Other Securities
|
Not applicable.
| D. |
American Depositary Shares
|
Not applicable.
| ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
Information regarding defaults is included in the Registration Statement on Form 6-K (File No. 001-41985), which was filed with the SEC on April 1, 2025. See “Item 5. Operating and Financial
Review and Prospects—E. Critical Accounting Estimates—Going Concern.” of this Report.
| ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
None.
| ITEM 15. |
CONTROLS AND PROCEDURES
|
(a) Disclosure Controls and Procedures
We have evaluated, with the participation of our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, the effectiveness of our internal controls and procedures as of
December 31, 2024 and the disclosures required in rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B and the corresponding provisions in Forms 20-F.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based upon our evaluation, our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of December 31,
2024, due to the material weaknesses mentioned below.
Notwithstanding such material weaknesses, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s consolidated and combined financial statements as of
December 31, 2024, were fairly stated in all material respects in accordance with IFRS for each of the years presented.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Murano Global Investments PLC senior management including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, are responsible to establish, maintain and monitor our internal control over financial
reporting.
Due to inherent limitations, our internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Senior management including our Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments, senior
management determined that we did not maintain effective internal control over financial reporting as of December 31, 2024 and for each of the years presented, due to the following material weaknesses:
|
•
|
Lack of management review regarding the identification and assessment of the proper accounting of unusual significant transactions.
|
|
•
|
Failure of design and implementation controls to properly evaluate the appropriateness of consolidated financial statements and disclosures in accordance with the applicable framework.
|
|
•
|
The Group does not have sufficient technical personnel with an appropriate level of technical experience required for timely and accurate financial accounting in accordance with IFRS and reporting requirements, and
|
|
•
|
Lack of sufficient technological infrastructure.
|
The above deficiencies could result in material misstatements in Murano Group’s historical financial reports and the accuracy and timing of Murano Group’s financial reporting may be adversely affected, investors may lose
confidence in the accuracy and completeness of Murano Group’s financial reports, and the market price of the Company’s stock may be materially and adversely affected.
Murano Group is in the process of enhancing the financial reporting infrastructure and internal control environment for the newly combined business, including the hiring of suitably qualified personnel with appropriate
technical accounting knowledge and experience with respect to the design and implementation of a robust system of internal controls, the application of IFRS, and the implementation of a reporting structure to deliver internal and
external reporting befitting a Nasdaq listed company. Currently, Murano Group is migrating the existing accounting system to a higher specification and more robust accounting system, Oracle Net Suite. Oracle Net Suite is a robust
ERP that is expected to help Murano Group to reduce manual processes and enhance the control environment. We cannot assure you these actions will be effective to address any material weaknesses and if unable to successfully
address we could be unable to report financial results accurately on a timely basis. Any failure to timely provide required financial information could materially and adversely impact us, including a potential loss of investor
confidence or delisting.
(c) Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of our company’s registered public accounting firm under Sarbanes-Oxley Act Section 404(b) as we are an emerging growth company as defined by the U.S. Securities and
Exchange Commission (SEC).
https://www.sec.gov/resources-small-businesses/going-public/emerging-growth-companies
(d) Changes in Internal Control over Financial Reporting
Except as described in “Item 3. Key Information—D. Risk Factors-Risks Related to Murano Following the Consummation of the Business Combination—Murano Group’s financial
reporting infrastructure requires enhancement to meet the requirements of a public company,” there were no changes in our
internal controls over financial reporting that occurred during the period covered by this Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 16. |
RESERVED
|
| ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT
|
Our audit committee consists of Keith Graeme Edelman and Thedore Allegaert, with Mr. Edelman serving as Chairperson. Our board of directors has determined that each of Mr. Edelman and Mr. Allegaert
qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to audit committee membership. In addition, all of the audit committee members meet the requirements for financial literacy under
applicable SEC and Nasdaq rules and that its member Mr. Edelman qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K. The Board has adopted a new written charter for the audit
committee, which is available on our website. The reference to our website address in this Report does not include or incorporate by reference the information on our website into this Report. For more information, see “Item 6. Directors, Senior Management and Employees—C. Board Practices—Independence of our Board Directors—Audit Committee”
| ITEM 16B. |
CODE OF ETHICS
|
Our Board has adopted a Code of Business Conduct and Ethics applicable to our directors, executive officers and team members that complies with the rules and regulations of Nasdaq and the SEC. The Code of
Business Conduct and Ethics is available on our website. In addition, we intend to post on the Corporate Governance section of our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments
to, or waivers from, any provision of the Code of Business Conduct and Ethics. The reference to our website address in this Report does not include or incorporate by reference the information on our website into this Report. A copy of
the Code of Business Conduct and Ethics is filed as Exhibit 11.1 to this Report.
| ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The following table describes the total amount billed to us by KPMG Cárdenas Dosal, S.C. for services performed during the fiscal years ended December 31, 2024, and 2023:
|
December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
(in Mexican pesos)
|
||||||||
|
Audit fees
|
$
|
21,168,000
|
$
|
11,053,920
|
||||
|
Audit-related fees
|
-
|
-
|
||||||
|
Tax fees
|
-
|
-
|
||||||
|
All other fees
|
-
|
-
|
||||||
|
Total consolidated audit fees
|
$
|
21,168,000
|
$
|
11,053,920
|
||||
Audit fees are fees billed for the audit of our annual financial statements, audit of statutory financial statements of certain companies with Murano Group, review of SEC filings, and the requested review of our interim
consolidated and combined financial statements as of June 30, March 31, 2024, and 2023, respectively. Audit related fees correspond to services provided in connection with assistance related to review of documents to be filed with
local and foreign regulatory bodies, including documents regarding compliance with legislation and regulations, audit of specific financial statements and annual report review, due diligence activities, assurance of special purpose
reports, and other previously agreed-upon procedures. Tax fees correspond for the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. “All other fees”
comprises the aggregate fees billed for products and services provided by the principal accountant, other than the services reported in the previous items.
Management approved all audit, audit-related services, tax services and other services provided by our auditor. Further, our auditor committee will approve all audit, audit-related services, tax services
and other services provided by our auditor. Any services provided by our auditor that are not specifically included within the scope of the audit must be pre-approved by the board of directors in advance of any engagement.
| ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
See “Item 6. Directors, Senior Management and Employees—C. Board practices-Foreign Private Issuer Exemption.”
| ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
We have conducted the following repurchases of our shares:
|
Date
|
Number of shares
|
Price per share $
|
Total $
|
|
April 9th 2024
|
907
|
11.2
|
10,158.40
|
|
April 9th 2024
|
2,500
|
11.2
|
28,000.00
|
|
April 10th 2024
|
5,400
|
11
|
59,400.00
|
|
April 18th 2024
|
300
|
9.9
|
2,970.00
|
|
April 18th 2024
|
500
|
10.16
|
5,080.00
|
|
April 18th 2024
|
750
|
10.05
|
7,537.50
|
|
April 18th 2024
|
1,000
|
10.1
|
10,100.00
|
|
April 19th 2024
|
2,000
|
8.2
|
16,400.00
|
|
April 19th 2024
|
2,000
|
8.2
|
16,400.00
|
|
April 22nd 2024
|
2,000
|
8.55
|
17,100.00
|
|
April 23rd 2024
|
500
|
8.3
|
4,150.00
|
|
April 23rd 2024
|
2,500
|
8.41
|
21,025.00
|
|
April 24th 2024
|
610
|
8.49
|
5,178.90
|
|
April 24th 2024
|
1,000
|
8.8
|
8,800.00
|
|
April 24th 2024
|
1,500
|
8.41
|
12,615.00
|
|
April 24th 2024
|
2,500
|
8.8
|
22,000.00
|
|
April 24th 2024
|
2,500
|
8.66
|
21,650.00
|
|
TOTAL
|
28,467
|
268,564.80
|
| ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
|
Not applicable.
| ITEM 16G. |
CORPORATE GOVERNANCE
|
For a discussion of how our corporate governance practices differ from those followed by domestic companies, see “Item 6. Directors, Senior Management and Employees-C.
Board practices—Foreign Private Issuer Exemption.”
| ITEM 16H. |
MINE SAFETY DISCLOSURE
|
Not applicable.
We have adopted an Insider Trading Policy that
encourages our team members to act with integrity and uphold our values in all that they do and that enforces these values with the objective of preventing insider trading. The policy applies to all directors, officers, employees, staff,
temporary or short-term workers, exclusive contractors and contractors, regardless of their operating location, the duration of their service or role within the Company. Each such team member is responsible for making sure they comply with
the policy, and that any family member, household member or entity whose transactions are subject to the policy also comply with it. The policy may be reviewed and updated from time-to-time as appropriate or as required by applicable law. A
copy of the policy is filed as Exhibit 11.2 to this Report.
|
ITEM 16K.
|
CYBERSECURITY
|
We have structured and implemented a set of security policies and procedures to reduce the vulnerability of our systems and protect the confidentiality and availability of our critical systems.
| ITEM 17. |
FINANCIAL STATEMENTS
|
See Item 18.
| ITEM 18. |
FINANCIAL STATEMENTS
|
See our Murano Group’s consolidated and combined financial statements beginning on page F-1.
Going Concern
With respect to the Consolidated and Combined Financial Statements, the independent auditor’s separate report relating thereto contains an explanatory paragraph that states that certain circumstances raise
substantial doubt about our ability to continue as a going concern and draws attention to notes 2c. and 10 of the Consolidated and Combined Financial Statements and indicates that management has identified material uncertainties that cast
substantial doubt on the ability of the Murano Group to continue as a going concern. As indicated in note 2c., as of December 31, 2024, the total current liabilities exceed the amount of total current assets, and based upon the Murano
Group’s current plans, management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of these Consolidated and Combined Financial Statements may be insufficient.
These events or conditions, along with other matters as set forth in note 2c. to the Murano Group Combined Financial Statements indicate that a material uncertainty exists that cast substantial doubt on our ability to continue as a going
concern. Management’s plans regarding these matters are also described in note 2c. to the Consolidated and Combined Financial Statements. Management continues evaluating strategies to obtain the additional funding necessary for future
operations and project redesign or completion, to comply with all covenants as required by the debt instruments to which entities of the Murano Group are parties to, and to be able to discharge the outstanding debt and other liabilities
as they become due. Furthermore, the Murano Group has retained specialist professional advisors who are experienced in debt restructuring, to advise the Murano Group on a plan to execute a debt restructuring. Whilst the terms of such a
debt restructuring have not yet been agreed with the Murano Group’s various lenders, and there can be no assurance that a successful outcome will be achieved, Management believes that these efforts represent a reasonable course of action
to address the Group’s financial position and mitigate the risk over our ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to the hotel operations in Cancun (including changes
to the hotel management agreement and operational partners), which could generate additional cash flows compared to the current commercial arrangements. In assessing these strategies, management has considered the available cash
resources, inflows from the hotels that are already in operation, and future financing options available to the Murano Group such as new or restructured loan agreements and the possible financial support of the major shareholder of the
Murano Group. However, the Murano Group may be unable to access further equity or debt financing when needed. See “Recent Developments” and “Risk Factors—Risks Related to Murano’s Business and Operating in the Hotel Industry—Our total
current liabilities exceed the amount of the total current assets, which has placed significant doubt on our ability to continue as a going concern.”
| ITEM 19. |
EXHIBITS
|
|
No.
|
Description
|
|
1.1
|
|
|
2.1
|
|
|
2.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
Indenture, dated September 12, 2024, by and among CIBanco, as trustee of the Issuer Trust, as issuer, Operadora GIC I, CIBanco, as trustee of the CIB/3224 Trust, CIBanco, as trustee of the GIC I Trust, and Murano PV, as
guarantors, The Bank of New York Mellon, as indenture trustee, offshore collateral agent, paying agent, transfer agent and registrar, and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as onshore
collateral agent.†
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
No.
|
Description
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
|
4.28
|
|
|
4.29
|
|
|
Loan Agreement, dated January 5, 2024, by and among Murano PV, as borrower, Elías Sacal Cababie, as joint obligor, and Finamo, as lender †
|
|
| 4.31 |
Loan Agreement, dated September 30, 2024, by and among Murano World, as borrower, Exitus, as lender, and ESAGRUP, Elías Sacal Cababie and Marcos
Sacal Cohen, as joint obligors †
|
| 4.32 |
Loan Agreement, dated October 17, 2024, Murano PV, as borrower, and Elías Sacal Cababie and Marcos Sacal Cohen, as joint obligors, and Nafin, as
lender †
|
|
8.1
|
|
|
11.1
|
|
|
11.2
|
|
| CEO Certification Pursuant to
section 302 of the Sarbanes-Oxley Act of 2002 |
|
| CFO Certification Pursuant to section 302 of the Sarbanes-Oxley Act of
2002 |
|
| Certification Pursuant to section
906 of the Sarbanes-Oxley Act of 2002 |
|
|
97.1
|
| † |
Filed herewith
|
| # |
Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but will be furnished supplementally to the SEC upon request.
|
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.
|
Date: May 15, 2025
|
||
|
MURANO GLOBAL INVESTMENTS PLC
|
||
|
By:
|
/s/ David Galan
|
|
|
Name:
|
David Galan
|
|
|
Title:
|
Chief Financial Officer
|
|
Murano Global
Investments PLC and
Subsidiaries
Consolidated and Combined Financial Statements as of December 31, 2024 and 2023 and for the three years ended December 31, 2024, 2023 and 2022 and Independent Auditor’s
Report May 15 , 2025
Murano Global Investments PLC and Subsidiaries
Report of Independent Registered Public Accounting Firm and Financial Statements
|
Table of contents
|
Page
|
|
|
|
|
2-3
|
|
|
|
|
|
5
|
|
|
|
|
|
6
|
|
|
|
|
|
7
|
|
|
|
|
|
8
|
|
|
|
|
|
9 - 63
|
To the Stockholders and Board of Directors
Murano Global Investments PLC
Opinion on the Consolidated and Combined Financial Statements
We have audited
the accompanying consolidated and combined statements of financial position of Murano Global Investments PLC and its subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated and combined statements of profit or
loss and other comprehensive income, change in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024 and the related notes (collectively, the consolidated and combined financial
statements). In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
Going Concern
The accompanying consolidated and combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in
Note 2c to the consolidated and combined financial statements, at December 31, 2024 total current liabilities exceed the amount of the total current assets on the consolidated and combined statement of financial position and management
believes that financial resources to fund the operations of the Company for the twelve months subsequent to the authorization and issuance of these consolidated and combined financial statements may be insufficient. Furthermore, as
described in Notes 2c., 10, 19 and 20 to the consolidated and combined financial statements, the Company was not in compliance with certain debt covenants as of and subsequent to December 31, 2024 and is likely to continue to be
noncompliant of such debt covenants for the next twelve months subsequent to the authorization and issuance of these consolidated and combined financial statements. As a result of these conditions, substantial doubt exists about the ability
of the Company to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2c. The consolidated and combined financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Basis for Opinion
These consolidated and combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated and
combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
3
Our audits included performing procedures to assess the risks of material misstatement of the consolidated and combined financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements. We believe that
our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2019.
May 15, 2025
Murano Global Investments PLC and Subsidiaries
As of December 31, 2024 and 2023
(Mexican pesos)
|
Notes
|
December 31,
|
December 31,
|
||||||||||
|
2024
|
2023
|
|||||||||||
|
Assets
|
||||||||||||
|
Current Assets:
|
||||||||||||
|
Cash and cash equivalents and restricted cash
|
5
|
$
|
|
$
|
|
|||||||
|
Trade receivables
|
|
|
||||||||||
|
VAT receivable
|
|
|
||||||||||
|
Other receivables
|
|
|
||||||||||
|
Due from related parties
|
6
|
|
|
|||||||||
|
Prepayments
|
|
|
||||||||||
|
Inventories
|
|
|
||||||||||
|
Total current assets
|
|
|
||||||||||
|
Property, construction in process and equipment, net
|
7
|
|
|
|||||||||
|
Investment property
|
8
|
|
|
|||||||||
|
Right of use assets, net
|
9
|
|
|
|||||||||
|
Financial derivative instruments
|
14
|
|
|
|||||||||
|
Guarantee deposits
|
9, 10
|
|
|
|||||||||
|
Other assets
|
|
|
||||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Total assets
|
$
|
|
$
|
|
||||||||
|
Liabilities, Stockholders’ Equity and Net Assets
|
||||||||||||
|
Current Liabilities:
|
||||||||||||
|
Current installments of long-term debt
|
10
|
$
|
|
$
|
|
|||||||
|
Trade accounts payable and accumulated expenses
|
|
|
||||||||||
| Deferred underwriting fee payable |
||||||||||||
|
Advance from customers
|
|
|
||||||||||
|
Due to related parties
|
6
|
|
|
|||||||||
|
Lease liabilities
|
9
|
|
|
|||||||||
|
Income tax payable
|
|
|
||||||||||
|
Employees’ statutory profit sharing
|
|
|
||||||||||
|
Contributions for future net assets
|
|
|
||||||||||
|
Total current liabilities
|
|
|
||||||||||
|
Non-current Liabilities:
|
||||||||||||
|
Long-term debt, excluding current installments
|
10
|
|
|
|||||||||
|
Due to related parties, excluding current portion
|
6
|
|
|
|||||||||
|
Lease liabilities, excluding current portion
|
9
|
|
|
|||||||||
|
Employee benefits
|
11
|
|
|
|||||||||
|
Other liabilities
|
3(r)
|
|
|
|
||||||||
| Warrants liability |
12 | |||||||||||
|
Deferred tax liabilities
|
13
|
|
|
|||||||||
|
Total non-current liabilities
|
|
|
||||||||||
|
Total liabilities
|
|
|
||||||||||
|
Stockholders’ Equity
|
||||||||||||
|
Net parent investment
|
17
|
|
|
|||||||||
| Common stock |
17 | |||||||||||
| Additional paid in capital |
2b. and 17 |
|||||||||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||||||
|
Other comprehensive income
|
|
|
||||||||||
|
Total Stockholders’ Equity
|
|
|
||||||||||
|
Total liabilities and Stockholders’ Equity
|
$
|
|
$
|
|
||||||||
The accompanying notes are an integral part of these consolidated and combined financial statements, which were authorized for issue on May 15, 2025.
Murano Global Investments PLC and Subsidiaries
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
Notes
|
2024
|
2023
|
2022 | |||||||||||||
|
Revenue
|
15
|
$
|
|
$
|
|
$ | ||||||||||
|
Direct and selling, general and administrative expenses:
|
||||||||||||||||
|
Employee Benefits
|
|
|
||||||||||||||
|
Food & Beverage and service cost
|
|
|
||||||||||||||
|
Sales commissions
|
|
|
||||||||||||||
|
Management fees operators
|
|
|
||||||||||||||
|
Depreciation and amortization
|
7 & 9 |
|
|
|||||||||||||
|
Development contributions to the local area
|
|
|
||||||||||||||
|
Property tax
|
|
|
||||||||||||||
|
Fees
|
|
|
||||||||||||||
|
Administrative fees
|
|
|
||||||||||||||
|
Maintenance and conservation
|
|
|
||||||||||||||
|
Utility expenses
|
|
|
||||||||||||||
|
Advertising
|
|
|
||||||||||||||
|
Donations
|
|
|
||||||||||||||
|
Insurance
|
|
|
||||||||||||||
|
Software
|
|
|
||||||||||||||
|
Cleaning and laundry
|
|
|
||||||||||||||
|
Bank commissions
|
|
|
||||||||||||||
| Operating supplies and equipment |
||||||||||||||||
|
Other costs
|
|
|
||||||||||||||
|
Total direct and selling, general and administrative expenses
|
|
|
||||||||||||||
| Other income |
16 |
|||||||||||||||
| Other expense |
16 | ( |
) | ( |
) | ( |
) | |||||||||
| Listing expense |
2b. | ( |
) | |||||||||||||
|
Gain (loss) on revaluation of investment property
|
8 |
|
(
|
)
|
||||||||||||
| Changes in fair value of financial derivative instruments |
14 | ( |
) | ( |
) | |||||||||||
| Changes in fair value of warrants |
12 | ( |
) | |||||||||||||
|
Exchange rate (loss) income, net
|
(
|
)
|
|
|||||||||||||
| Interest income |
||||||||||||||||
| Interest expenses |
( |
) | ( |
) | ( |
) | ||||||||||
|
(Loss) profit before income taxes
|
(
|
)
|
|
|||||||||||||
|
Income taxes
|
13
|
(
|
|
( |
) | |||||||||||
|
Net (loss) profit for the period
|
$
|
(
|
)
|
$
|
|
$ | ||||||||||
|
Other comprehensive income:
|
||||||||||||||||
|
Items that will not be reclassified subsequently to profit or loss:
|
||||||||||||||||
|
Revaluation of property, construction in process and equipment net of deferred income tax
|
7 & 13
|
|
(
|
)
|
||||||||||||
|
Remeasurement of net defined benefit liability net of deferred income tax
|
13
|
|
|
( |
) | |||||||||||
| Cumulative translation adjustment |
( |
) | ||||||||||||||
|
Other comprehensive income (loss) for the period
|
|
(
|
)
|
|||||||||||||
|
Total comprehensive (loss) income
|
$
|
(
|
)
|
$
|
(
|
)
|
$ | |||||||||
The accompanying notes are an integral part of these consolidated and combined financial statements, which were authorized for issue on May 15, 2025.
Murano Global Investments PLC and Subsidiaries
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
Other Comprehensive Income
|
||||||||||||||||||||||||||||||||||||
|
Notes
|
Net Parent
Investment
|
Common Stock |
Additional paid
in capital
|
Accumulated
Deficit
|
Revaluation of
property, construction
in process and
equipment net of
deferred income tax
(Note 7)
|
Remeasurement of
net defined benefit
liability net of
deferred income
tax
(Note 13)
|
Cumulative
translation
adjustment
|
Total
|
||||||||||||||||||||||||||||
|
Balances as of January 1, 2022
|
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||||
|
Reimbursements of net parent
investment
|
17
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||||||||||||||||||
|
Contributions to net parent
investment
|
17
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Profit for the period
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Other comprehensive income
for the period |
|
|
|
(
|
)
|
|
||||||||||||||||||||||||||||||
|
Balances as of December 31,
2022
|
$
|
|
$ | $ |
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
|||||||||||||||||||||
|
Profit for the period
|
|
|
||||||||||||||||||||||||||||||||||
|
Other comprehensive (loss)
for the period
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||||
|
Balances as of December 31,
2023
|
$
|
|
$ | $ |
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$ |
$
|
|
|||||||||||||||||||||
|
Impact of Capital
restructuring
|
2b. | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
|
Impact of business
combination
|
||||||||||||||||||||||||||||||||||||
|
Effect on share repurchase
program
|
17 | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
| Loss for the period |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
|
Other comprehensive income
for the period
|
( |
) | ||||||||||||||||||||||||||||||||||
|
Balances as of December 31,
2024
|
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ |
( |
) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated and combined financial statements, which were authorized for issue on May 15, 2025.
.Murano Global Investments PLC and Subsidiaries
For the years ended December 31, 2024, 2023 and 2022
(Mexican pesos)
|
Notes
|
2024
|
2023
|
2022 | |||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
(Loss) profit before income taxes
|
$
|
(
|
)
|
$
|
|
$ | ||||||||||
|
Adjustments for:
|
||||||||||||||||
|
Depreciation of property, construction in process and equipment
|
7
|
|
|
|||||||||||||
|
Depreciation of right of use assets
|
9
|
|
|
|||||||||||||
|
Disposals of furniture
|
||||||||||||||||
| Gain in sale of equipment |
( |
) | ||||||||||||||
|
Amortization of costs to obtain loans and commissions
|
10
|
|
|
|||||||||||||
|
Listing expense
|
2b. |
|||||||||||||||
|
Valuation of financial derivative instruments
|
14
|
|
|
( |
) | |||||||||||
|
Valuation of warrants
|
12 | |||||||||||||||
|
Loss (gain) on revaluation of investment property
|
8
|
(
|
)
|
|
( |
) | ||||||||||
|
Interest expense
|
10, 6 |
|
|
|||||||||||||
|
Interest expense from lease liabilities
|
9
|
|
|
|||||||||||||
|
Interest income
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
|
Net foreign exchange gain (loss) unrealized
|
|
(
|
)
|
( |
) | |||||||||||
|
(
|
)
|
(
|
)
|
( |
) | |||||||||||
|
Changes in:
|
||||||||||||||||
|
Increase in receivable VAT
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
|
Increase in trade receivable
|
(
|
)
|
(
|
)
|
||||||||||||
|
Increase in other receivables
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
|
(Increase) decrease in prepayments
|
(
|
)
|
|
|||||||||||||
|
Increase in related parties, net
|
|
|
( |
) | ||||||||||||
|
(Increase) decrease in inventory
|
(
|
)
|
|
( |
) | |||||||||||
|
(Increase) decrease in other assets
|
(
|
)
|
(
|
)
|
||||||||||||
|
Increase in trade payables
|
|
|
||||||||||||||
|
Increase in other liabilities
|
|
|
||||||||||||||
|
Increase in employee benefits
|
|
|
||||||||||||||
|
Increase in employees’ statutory profit sharing
|
|
|
||||||||||||||
|
Income taxes paid
|
(
|
)
|
(
|
)
|
||||||||||||
|
Net cash flows from (used in) operating activities
|
(
|
)
|
|
( |
) | |||||||||||
|
Cash flows used in investing activities
|
||||||||||||||||
|
Interest received and cash settlement of derivatives
|
|
|
||||||||||||||
|
Disposal of property, construction in process and equipment
|
7
|
|
|
|||||||||||||
|
Loans collected from (granted to) related parties
|
6
|
|
(
|
)
|
||||||||||||
|
Acquisition of property, construction in process and equipment
|
7
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
|
Net cash flows used in investing activities
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
|
Cash flows from financing activities:
|
||||||||||||||||
|
Cash contributions to net parent investment
|
17
|
|
|
|||||||||||||
|
Reimbursements of net parent investment
|
17
|
|
( |
) | ||||||||||||
|
(Withdrawals) contributions for future net assets increase
|
|
(
|
)
|
|||||||||||||
|
Impact of corporate restructuring
|
||||||||||||||||
|
Impact of business combination
|
||||||||||||||||
|
Treasury shares
|
( |
) | ||||||||||||||
|
Proceeds from loans
|
10
|
|
|
|||||||||||||
|
Loan payments to third parties
|
10 |
( |
) | ( |
) | ( |
) | |||||||||
|
Loans received from related parties
|
6 |
|
|
|||||||||||||
|
Loan payments to related parties
|
6 |
(
|
)
|
(
|
)
|
( |
) | |||||||||
|
Costs to obtain loans and commissions
|
10 |
(
|
)
|
(
|
)
|
( |
) | |||||||||
|
Payments of leasing liabilities
|
9
|
(
|
)
|
(
|
)
|
( |
) | |||||||||
|
Interest paid
|
(
|
)
|
(
|
)
|
( |
) | ||||||||||
|
Net cash flows from financing activities
|
|
|
||||||||||||||
|
Net increase (decrease) in cash and cash equivalents and restricted cash
|
|
(
|
)
|
|||||||||||||
|
Cash and cash equivalents and restricted cash at the beginning of the year
|
|
|
||||||||||||||
|
Cash and cash equivalents and restricted cash at the end of the year
|
$
|
|
$
|
|
$ | |||||||||||
The accompanying notes are an integral part of these consolidated and combined financial statements, which were authorized for issue on May 15, 2025.
Murano Global Investments PLC and Subsidiaries
As of December 31, 2024 and 2023
And for the Years Ended December 31, 2024, 2023 and 2022
(Mexican pesos)
| 1. |
Reporting Entity and description of business
|
|
a.
|
Corporate information
|
On May 15, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer and David James Galan, Global Chief Financial Officer authorized the issue of these consolidated and
combined financial statements.
Murano Global Investments PLC (“Murano” and together with its subsidiaries, the “Company” or the “Group” is a public limited company (formerly incorporated on July 27, 2023 as
Murano Global Investments Limited), existing under the laws of the Bailiwick of Jersey with its corporate office at 25 Berkeley Square, London W1J 6HN United Kingdom and its tax residence in the United Kingdom. Its main subsidiary Murano PV,
S. A. de C. V. holds the operational business in Mexico and is headquartered at F. C. de Cuernavaca 20, 12th floor, Lomas – Virreyes, Lomas de Chapultepec III Secc., Miguel Hidalgo, 11000 Mexico City. The Company has prepared its financial
statements on a consolidated and combined basis, for further information refer to note 3 (a).
The Group is a Mexican real estate development group with extensive experience in the structuring, development and assessment
of industrial, residential, corporate office, and hotel projects in Mexico. The Group also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism real
estate projects, among others. The Group is primarily involved in developing and managing luxury hotels in urban and beach resort destinations.
In the first quarter of 2023, the Andaz and Mondrian Hotels, in Mexico City, were fully operational with a combined capacity
of 396 rooms.
The Group is also developing a leisure and residential
complex in Grand Island, Cancun, Quintana Roo (the “GIC Complex”), which is ultimately expected to incorporate around 1,016 rooms and approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach club. The Company’s management and board of
directors, following recent market developments and market outlook, have updated the Company’s strategic development pipeline as shown in the next page.
|
I.
|
Phase one will operate under two
brands: (i)
|
|
II.
|
Phase two
is consist of a total of approximately
|
The Group has also re-evaluated the Bajamar project. The initial plan for developing a 5-star upper-upscale resort and an industrial park has been modified as follows:
| - |
Development of a cruise port with a capacity of
|
| - |
Development of Baja Marina,
|
| - |
Development of an industrial park for leasing pourpuses.
|
| - |
Development of Baja Retail Village for leasing purposes
|
| - |
Development of two 5-star upper-upscale resorts, one with
|
Construction is expected to begin once financing has been secured. Accurate completion dates are therefore not possible to estimate at the time of
preparation of these financial statements.
|
b.
|
Significant transactions
|
2024
| i. |
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$
|
| ii. |
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$
|
| iii. |
On July 30, 2024, Operadora Hotelera GI, S. A. de C. V. signed a
|
| iv. |
On April 9, 2024, Murano PV, S. A. de C. V. signed a loan agreement with Fínamo for $
|
| v. |
On April 9, 2024, an assignment and adhesion to the syndicated secured
mortgage loan of Fideicomiso Murano 2000 (GIC I Trust) was executed by and between Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R., as adherent creditor
and assignee, Sabcapital, S.A. de C.V., SOFOM, E.R., as the assignor, with the appearance of Sabadell in its capacity as administrative and collateral agent and the GIC I Trust (the “GIC Loan Assignment”) whereby the assignor assigned and transferred to the assignee its rights
and obligations owned as a Tranche C creditor representing
|
| vi. |
On April 4, 2024, the Group amended the loan agreement signed between Inmobiliaria Insurgentes 421 and Bancomext. The main change included postponing the capital
payments scheduled from April 2024 to April 2025, as well as obtaining an event of default waiver from Bancomext, as lender, in connection with the funding obligations of the debt service reserve accounts. As a result of such waiver,
the parties thereto executed an amendment and waiver agreement to provide for the new terms and conditions with respect to the funding obligations of the debt service reserve accounts. Therefore, as of this date such events of default
under this loan have been waived by the lender. Refer to additional breaches for this loan in Notes 2c. and 10.
|
| vii. |
The first phase of the GIC Complex commenced operations with the opening of the Vivid Hotel on April 1, 2024.
|
| viii. |
On March 27, 2024, Murano World, S. A. de C. V. increased its credit line with Santander from U.S.$
|
|
ix.
|
Business combination:
|
|
a)
|
On March 21, 2024 the Company’s common stock and warrants began trading on the Nasdaq Capital Market under the ticker symbols “MRNO” and “MRNOW”, respectively.
|
|
b)
|
On March 20, 2024, Murano Global Investments Limited PLC and HCM Acquisition Corp (HCM) completed the Amended and Restated Business Combination Agreement (A&R BCA) and as a result there were
|
HCM does not meet the definition of a “business” under IFRS 3 Business Combinations given it
consisted predominantly of cash in trust account and liabilities, therefore the transaction was not recognized using the acquisition method and no goodwill or intangible assets were recognized.
Instead, the merger as defined in the A&R BCA is accounted for as a capital reorganization for which the Group applied IFRS 2 Share-based payment. As such, the difference in the fair value of the shares issued by the Group over the identifiable net assets of HCM at historical cost was accounted for as share-based compensation.
The the business combination in the consolidated financial statements was recorded as follows: (i) a listing expense of $878,472,187 ; (ii) net liabilities from HCM in the amount of $139,024,296 ; (iii) transaction cost of $64,760,922 incurred during this
period and (iv) additional paid in capital in the amount of $674,686,969 .
|
c)
|
On March 8, 2024, the Group conducted a capital restructuring that resulted in Murano Global Investments PLC becoming the ultimate parent company of the Group and Murano PV, S. A. de C. V. as an
intermediate holding company of the Group in Mexico.
|
|
d)
|
On March 1, 2024, Murano Global Investments Limited converted from a private limited company to a public limited company operating under the name Murano Global Investments PLC.
|
| x. | On February 23, 2024 the Securities and Exchange Commission gave notice of effectiveness to the Registration Statement on Form F-4 related to the A&R BCA described in Note 1.b.ix. |
| xi. | On February 1, 2024, the Group received U.S.$ |
| xii. | On January 26, 2024, February 26, 2024 and March 26, 2024, the Group received U.S.$ |
| xiii. | On January 5, 2024, the Group signed a loan agreement with Fínamo for $ |
2023
| i. |
The Exitus and Sofoplus loans in Mexican pesos described in note 6, came to an end through the early payment made by the Group, aiming to release the collateral associated with these financing
arrangements. The amount paid to Sofoplus was $
|
| ii. |
On August 24, 2023, Fideicomiso Murano 2000, as borrower, Banco Sabadell, S.A., I.B.M., as administrative and collateral agent, Banco Nacional de Comercio Exterior, S.N.C Institución de Banca de
Desarrollo, Caixabank, S.A., SabCapital, S.A. de C.V., S.O.F.O.M., E.R., and Nacional Financiera, S.N.C., Institución de Banca de Desarrollo, as lenders, Operadora Hotelera GI, S.A. de C.V., Operadora Hotelera Grand Island II, S. A. de
C. V., and Murano World, S.A. de C.V., as joint and several obligors, and with the appearance of Murano PV, S.A. de C.V., Murano AT GV, S.A. de C.V. and Elías Sacal Cababie executed an amendment to the syndicated secured mortgage loan
agreement and its subsequent amendments for purposes of restructuring such loan.
|
The restructuring consists of an increase of the current syndicated credit facility by U.S. $45,000,000 ,
with a variable interest rate based on the quarterly SOFR rate with a fixed spread of 4.0116 %. The credit extension was documented
through two tranches of debt: Tranche B for U.S.$35,000,000 which was used to finalize the construction of phase I of the GIC Complex and Tranche C for U.S.$10,000,000 which was used to cover additional project costs and capital requirements for the development of the GIC Complex. The loan maturity date is February 5, 2033 . The agreement is subject to the Mexican laws and jurisdiction of the courts of Mexico City. The loan agreement included as additional guarantees the
plot of land number 2 and the beach club – Playa Delfines of the Cancun complex. This amount was repaid in full as part of the payment made to the Fideicomiso Murano 2000 syndicated loan on September 12, 2024 and ii was part of the uses of
the U.S.$300 million senior notes received on the same date.
| iii. |
In May 2023, the Group restructured the credit line with Bancomext to increase from U.S.$
|
| iv. |
In March 2023, the Group acquired a beach club in Cancun for an amount of $
|
|
v.
|
On March 13, 2023, the Group signed a Business Combination Agreement (“BCA”) with HCM Acquisition Corp (“HCM”) to carry out a de-SPAC transaction. On August 2, 2023, the Group
signed an amended and restated Business Combination Agreement which contains customary representations and warranties, covenants, closing conditions and other terms relating to the business combination and the replacement of
Murano Global B.V., which was intended to be a tax resident of the Netherlands, with Murano Global Investments Limited (“Murano Global”), a tax resident of the United Kingdom.
|
|
vi.
|
In February 2023, the Group signed a lease agreement as lessee for an amount of $
|
The list of the plots of land granted is as follows: (1) Lote 1, Manzana S/M, Sup. 4,117.88 M2; (2) Lote 2, Manzana
S/M, Sup. 6,294.08 M2; (3) Lote 3 (VIALIDAD), Manzana S/M, Sup. 4,117.88 M2; (4) Lote 4, Manzana S/M, Sup. 10,015.68 M2; (5)
Lote 5, Manzana S/M, Sup. 11,986.53 M2; (6) Lote 6, Manzana S/M, Sup. 2,912.02 M2; (7) Lote 7, Manzana S/M, Sup. 568.51
M2 and (8) Lote 8, Manzana S/M, Sup. 635.25 M2.
| 2. |
Basis of preparation
|
These consolidated and combined financial statements have been prepared on a consolidated basis at the Murano Global
Investments PLC level as of and for the year ended December 31, 2024 and on a combined basis for Murano PV, S. A. de C. V. and the combined entities described in b. Capital restructuring below prior to the capital restructuring which occurred
on March 8, 2024.Since the entities included in these financial statements were under common control both prior to and after the capital restructuring, it had no material impact on the financial position, results or operations, or cash flows
presented.
|
a.
|
Statement of compliance
|
The Group has prepared these consolidated and combined financial statements in accordance with International Financial Reportng Standars (IFRS) as
issued by the International Accounting Standards Board (IASB).
Basis of measurement
The consolidated and combined financial statements
have been prepared on the historical cost basis, except for derivative financial instruments, net defined benefit liability and certain items of property, construction in process and equipment such as land, buildings and construction in
process, which are measured at fair value at the end of each reporting period.
| b. | Capital restructuring |
On March 8, 2024, the Group underwent a
restructuring to establish Murano Global Investments PLC as the parent Company of the Group and Murano PV, S. A. de C. V. as the intermediate holding entity of the Mexican structure: Murano World, Edificaciones BVG, the Insurgentes Security
Trust, Inmobiliaria Insurgentes 421, OHI421, OHI421 Premium Operadora Hotelera GI (GIC I), Operadora Hotelera Grand island (GIC
II), Fideicomiso Murano 2000 (the GIC I Trust), Fideicomiso Murano 4000 (the GIC II Trust), Fideicomiso Murano 1000,
Servicios BVG, and Murano Management.
The capital restructuring involved a series of transactions between the entities and their shareholders, whereby some of
the existing shareholders sold their shares and transferred their beneficiary rights to other entities within the Group in exchange for cash and promissory notes.
Since the entities within the Group were under common control prior and after the capital restructuring, the capital
restructuring does not qualify as a business combination under IFRS 3 Business Combinations. Management deems it appropriate to account for the capital restructuring at the carrying amount for
presentation purposes of the financial statements and related notes after the business combination held on March 20, 2024, mainly because prior to and after the
capital restructuring, the entities within the Group are controlled by the same group of shareholders.
The capital restructuring was measured at the previous carrying amounts of assets and liabilities.
| c. |
Going concern basis
|
These consolidated and combined financial statements have been prepared assuming the Company will continue as a going concern. However, management has identified
material uncertainties that may cast substantial doubt on the ability of the Company to continue as a going concern. As a result, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
The Company is an early-stage and emerging growth company. The Company has incurred significant debt primarily to fund operating expenses and finance the
construction projects mentioned in note 1 (a). As of December 31, 2024, total current liabilities exceed the amount of total
current assets, and management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and issuance of these consolidated and combined financial
statements may be insufficient.
In addition, as of December 31, 2024, certain covenants have been breached as follows:
|
i.
|
At December 31, 2024, the debt service reserve related to the Insurgentes 421 loan
with Bancomext has not been funded in accordance with the loan agreement. As of the date of the issuance of these financial statements, the Group has requested a waiver of this breach from the lender and is in discussions to
potentially obtain this waiver in the short term. As of the date of issuance of these financial statements such waiver has not been granted.
|
As of December 31, 2024, the
outstanding amount of this loan was $2,029.1 million, and as a result of the covenant breach deschibed above, the loan was
classified as a current liability.
|
ii.
|
The loan obtained with ALG described in Note 10 is in breach as the Group did not pay the annual interest due in December 2024. The loan has not been accelerated and ALG has not notified any intention to accelerate the loan, however pursuant to IAS 1 “Presentation of Financial Statements”, this loan is classified as a current liability as of December 31, 2024. |
See notes 10 and 20 for additional details about defaults subsequent to December 31, 2024.
Certain covenant tests will arise, under the terms of the various Company loans, during the following twelve months after the financial statements are authorized to be issued, which Management does not expect will
be met. In order to address and mitigate the risks of such future possible covenant breaches, the Murano Group has hired professional specialist advisors who are experienced in debt restructuring, to advise the Murano Group on a plan
to execute a debt restructuring. The plan is that the debt restructuring will address and resolve the risks of such future possible covenant breaches through negotiating different terms with the various lenders. Whilst the terms of
such a debt restructuring have not yet been agreed with the Murano Group’s various lenders, Management believes that, based on the advice and experience of the professional advisors, such a restructuring plan like to be successful and
will mitigate the risk over the Company’s ability to continue as a going concern. The Murano Group has also considered alternative strategies with respect to the hotel operations in Cancun (including changes to the hotel management
agreement and operational partners), which could generate additional cash flows compared to the current commercial arrangements.
As a result of these conditions, substantial doubt exists about the ability of the Company to continue as a going concern following twelve months after the
financial statements are authorized to be issued.
Management continues evaluating
strategies to obtain the required additional funding necessary for future operations, to comply with all covenants as required by the loan agreements or to execute a debt restructuring plan which would result in favorable modifications
or removal of certain covenants, and to be able to discharge the outstanding debt and other liabilities as they become due. In assessing these strategies, management has considered the available cash resources, inflows from the hotels
that are already in operation, and future financing options available to the Company such as new or restructured loan agreements and the possible financial support of the major shareholder of the Company. However, the Company may be
unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.
These consolidated and combined financial statements do not include any
adjustments to the carrying amounts and classifications of assets and liabilities and reported expenses that may otherwise be required if the going concern basis for the Group as of December 31, 2024, and for the year then ended, and for
entities comprising the Group, were not appropriate.
|
d.
|
Functional and presentation currency
|
These consolidated and combined financial statements are presented in Mexican pesos. All amounts have been rounded, unless otherwise indicated.
For each entity, the Group determines the functional currency and items included in the financial statements of each entity are
measured using that functional currency.
For purposes of disclosure in the notes to these consolidated and combined financial statements, “pesos” or “$”, means Mexican pesos and “dollars”
or “U.S.$” means United States of America dollars.
| e. |
Segments
|
Operations are managed and the financial performance is evaluated on a company-wide basis. Accordingly, all of the Group’s hotels, construction
and service operations are considered by management in one reportable operating segment; therefore, no separate segment disclosures
are presented.
| f. |
Use of judgments and estimates
|
In preparing these consolidated and combined financial statements, management has made judgments and estimates that affect the application of the
Group’s accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
|
A.
|
Judgments
|
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the combined
financial statements is included in the following notes:
Note 3(g) - Construction in process, land and buildings: Subsequent measurement of construction in process is at fair value based on periodic, at
least annual valuations performed by external independent appraisers.
| B. |
Assumptions and estimation uncertainties
|
Information about assumptions and estimation uncertainties as of December 31, 2024, that have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next financial year is included in the following notes:
Note 2c – assumptions about going concern matters.
Note 7 - determining the fair value of construction in process, land and building on the basis of significant unobservable inputs;
Note 8 - determining the fair value of the investment property on the basis of significant unobservable inputs;
Note 9 – determining of valuation of leases;
Note 11 - measurement of defined benefit obligations: key actuarial assumptions;
Note 12 - recognition of deferred tax assets: availability of the future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized;
Note 13 - determining the fair value of financial derivative instruments; and
Note 18 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources.
| C. |
Measurement of fair value
|
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities.
The Group reviews the significant observable inputs and valuation adjustments.
If third-party information, such as broker quotes or pricing services, is used to measure fair values, the Group evaluates the evidence obtained
from third parties to support the conclusion that these valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which the valuations should be classified.
When measuring the fair value of an asset or a liability, the Group uses observable market data whenever possible. Fair values are categorized
into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
|
•
|
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
•
|
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
|
|
•
|
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
|
-
|
Note 7 - Property, construction in process and equipment.
|
| - |
Note 8 - Investment Property.
|
| - |
Note 12 - Warrants
|
| - |
Note 14 - Financial
instruments - Fair value and risk management.
|
| 3. |
Material accounting policies
|
The Group has consistently applied the following material accounting policies to all the periods presented in these
combined financial statements.
|
a.
|
Basis of consolidation and combination
|
Consolidation of subsidiaries
The subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to or has rights to
variable returns from its involvement with the entity and has the ability to affect those returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the
date on which control ceases.
Intra-group balances and transactions are eliminated in the consolidation process.
The Group’s subsidiaries as of December 31, 2024, are set out below:
|
Entity
|
Ownership interest
|
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|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
|
|
|
%
|
||
Combination of entities under common control (prior to capital restructuring as described in note 2b.)
Before the capital restructuring described in note 2b. above, the Group was directly or indirectly controlled by Elias Sacal Cababie, therefore the Group has been combined under the
common control approach. The combination includes the following entities: Murano PV, S. A. de C. V., Murano World, S. A. de C. V., Edificaciones BVG, S. A. de C. V., Fideicomiso Murano 6000 CIB/3109, Inmobiliaria Insurgentes 421, S. A. de C.V.,
Operadora Hotelera GI, S. A. de C. V., Operadora Hotelera Grand Island II, S. A. de C. V., Operadora Hotelera I421, S. A. de C. V., Operadora Hotelera I421 Premium, S. A. de C. V., Fideicomiso Murano 2000 CIB /3001, Fideicomiso Murano 4000
CIB/3288, Fideicomiso Murano 1000 CIB /3000, Servicios Corporativos BVG, S. A. de C.V., and Murano Management, S. A. de C. V.
|
b.
|
Foreign currency transactions
|
Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates
of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the
reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured
based on the historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss and presented within finance costs.
However, foreign currency differences arising from the translation of the following items are recognized in OCI:
|
•
|
An investment in equity securities designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognized in OCI are reclassified to profit or loss);
|
| • |
A financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective (see (P)(v)); and
|
| • |
Qualifying cash flow hedges to the extent that the hedges are effective.
|
|
c.
|
Revenue from contracts with customers
|
The Company acts as a principal in the activities from which it generates its revenue. Our revenues are primarily derived from the products and
services provided to our customers in our owned hotels and are generally recognized when control of the product or service has transferred to the customer. A summary of our sources of revenue is as follows:
|
•
|
Room rentals.
|
| • |
Food and beverage.
|
| • |
All-inclusive.
|
| • |
Private events.
|
| • |
Spa services.
|
| • |
Other services.
|
We provide room rentals and other services to our guests, including, but not limited to, food and beverage, all-inclusive, spa, laundry, and
parking. These products and services each represent individual performance obligations, and in exchange for these services, we receive fixed amounts based on published rates or negotiated contracts. Payment is due in full at the time the services
are rendered or the goods are provided.
Room rental revenues are recognized over time on a daily basis as the guest occupies the room, and revenues related to the other products and
services are recognized at a point in time when the product or service is provided to the guest.
As of December 31, 2024 and 2023, the Company did not capitalize costs to obtain contracts with customers because there are no long-term contracts
with the customers, due to the operations of the hotel, the incremental costs are recognized in profit or loss as incurred. If long-term contracts were obtained, the Company will capitalize the cost of those contracts.
Deferred revenue (contract liability)
It is the Company´s obligation to provide a service to a customer for which the Company has received cash from the customer.
| d. |
Cash and cash equivalents and restricted cash
|
Cash and cash equivalents and restricted cash of the Company are represented primarily by cash (cash on
hand and demand deposits), restricted cash and cash equivalents. Cash equivalents are short-term highly liquid investments with maturities no longer than 90 days, which are subject to an insignificant risk of changes in value. Cash is stated at
nominal value and cash equivalents are measured at fair value. For further information, please refer to note 5.
| e. |
Financial instruments
|
|
(i)
|
Recognition and initial measurement
|
Trade receivables and debt securities are initially recognized when they are originated. All other financial assets and financial liabilities are
initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair
value plus or minus, for an item not at Fair Value Through Profit or Loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured
at the transaction price.
|
(ii)
|
Classification and subsequent measurement
|
Financial assets -
On initial recognition, a financial asset is classified as measured at amortized cost or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
|
-
|
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
|
| - |
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
|
A debt investment is measured at Fair Value Through Other Comprehensive Income (“FVOCI”) if it meets both of the following conditions and is not
designated as at FVTPL:
|
-
|
It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
|
|
-
|
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
|
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the
investment’s fair value in Other Comprehensive Income (“OCI”). This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative
financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an
accounting mismatch that would otherwise arise.
Financial assets - Business model assessment:
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best
reflects the way the business is managed, and information is provided to investors. The information considered includes.
|
-
|
The stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest
rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
|
| - |
How the performance of the portfolio is evaluated and reported to the Group’s management;
|
| - |
The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
|
| - |
How managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flow collected; and
|
| - |
The frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
|
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose,
consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets - Assessment whether contractual cash flows are solely payments of principal and interest.
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined
as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs),
as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.
In making this assessment, the Group considers:
|
-
|
Contingent events that would change the amount or timing of cash flows;
|
|
-
|
Terms that may adjust the contractual coupon rate, including variable-rate features;
|
|
-
|
Prepayment and extension features; and
|
|
-
|
Terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).
|
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents
unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its
contractual per amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation
for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets - Subsequent measurement and gains and losses:
|
Financial assets at FVTPL
|
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
|
||
|
|
|
||
|
Financial assets at amortized cost
|
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income,
foreign exchange gain or losses and impairment are capitalized. Any gain or loss on derecognition is recognized in profit or loss.
|
Financial liabilities - Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified
as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also
recognized in profit or loss.
| (iii) |
Derecognition
|
Financial assets
The Group derecognizes a financial asset when:
|
-
|
The contractual rights to the cash flows from the financial asset expire; or
|
|
-
|
It transfers the rights to receive the contractual cash flows in a transaction in which either:
|
|
i.
|
Substantially all the risks and rewards of ownership of the financial asset are transferred; or
|
|
ii.
|
The Group neither transfers nor retains substantially all the risks and rewards of ownership and it does not retain control of the financial asset.
|
The Group enters into transactions whereby it transfers assets recognized in its combined statement of financial position but retains either all
or substantially all of the risk and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
Financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or canceled or expire. The Group also derecognizes a
financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any
non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Interest rate benchmark reform
When the basis for determining the contractual cash flows of a financial asset or financial liability measured at amortized cost changed as a
result of interest rate benchmark reform, the Group updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by the reform. A change in the basis for determining the contractual cash
flows is required by interest rate benchmark reform if the following conditions are met:
|
•
|
The change is necessary as a direct consequence of the reform; and
|
|
•
|
The new basis for determining the contractual cash flows is economically equivalent to the previous basis - i.e. the basis immediately before the change.
|
When changes were made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows
required by interest rate benchmark reform, the Group first updated the effective interest rate of the financial asset or financial liability to reflect the change that is required by interest rate benchmark reform. After that, the Group applied
the policies on accounting for modifications to the additional changes.
| (iv) |
Offsetting
|
Financial assets and financial liabilities are offset and the net amount presented in the combined statement of financial position when, and only
when, the Group currently has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
| (v) |
Derivative financial instruments
|
The Group holds derivative financial instruments with the intention to hedge interest rate risk exposures.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein
are recognized in profit or loss.
| (vi) |
Impairment
|
|
i.
|
Non-derivative financial assets
|
Financial instruments
The Group recognizes loss allowances for Expected Credit Losses (“ECLs”) on:
|
-
|
Financial assets measured at amortized cost.
|
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following which are measured at twelve-month ECLs:
|
-
|
Debt securities that are determined to have low credit risk at the reporting date; and
|
| - |
Other debt securities and bank balances for credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has nothing increased significantly since initial recognition.
|
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the
Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed
credit assessment, that includes forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when:
|
-
|
The debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held); or
|
| - |
The financial asset is more than 90 days past due.
|
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a
shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Presentation of allowance for ECL in the consolidated and combined statement of financial position
Allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
As of December 31, 2024 and 2023, the Group did not recognize ECL since it has determined that the ECL related to its trade receivables would not
be material in the context of these financial statements taken as a whole.
|
ii.
|
Non-financial assets
|
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than investment property and deferred tax
assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are
largely independent of the cash inflows of other assets.
The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the
estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognized if the carrying amount of an asset exceeds its recoverable amount.
Impairment losses are recognized in profit or loss.
For assets, other than goodwill, it is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
| f. |
Prepayments
|
Prepaid expenses are initially recognized as assets as of the date the payment is made, provided that it is probable that the future economic
benefits associated with the asset will flow to the Group. At the time the goods or services are received, prepaid expenses are either capitalized or recognized in profit or loss as an expense, depending on whether there is certainty that the
acquired goods or services will generate future economic benefits. The Group periodically evaluates its prepaid expenses to determine the likelihood that they will cease to generate future economic benefits and to assess their recoverability. The
Company classifies its prepayments as current or non-current assets, depending on the period when the Company expects to exercise them. Unrecoverable prepaid expenses are recognized as impairment losses in profit or loss.
| g. |
Property, construction in process and equipment
|
The Company’s Property, construction in process and equipment includes the following:
land, buildings, construction in process, computer equipment, transportation equipment, furniture, and other equipment.
|
i.
|
Recognition and measurement
|
Items of property, construction in process and equipment are initially measured at cost, which includes capitalized borrowing
costs, less accumulated depreciation and any accumulated impairment losses.
Subsequent measurement of land, buildings and construction in process is at fair value based on periodic, at least annual,
valuations performed by external independent appraisers, less subsequent depreciation for buildings; land is not depreciated. The carrying amount of the revaluated assets is adjusted to the revalued amount. If the carrying amount increases as a
result of the revaluation, the increase is recognized in other comprehensive income and accumulated as a revaluation surplus, except if it reverses a revaluation decrease of the same assets previously recognized in profit or loss. If the carrying
amount is decreased as a result of the revaluation, the decrease is recognized in profit or loss, or against the revaluation surplus in comprehensive income to the extent of any existing balance in respect to the same asset.
All other property and equipment are recognized at historical cost less depreciation.
If significant parts of an item of property, construction in process and equipment have different useful lives, then they are
accounted for as separate items (major components) or property, construction in process and equipment.
Any gain or loss on disposal of an item of property, construction in process and equipment is recognized in profit or loss.
|
ii.
|
Subsequent expenditure
|
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the
expenditure will flow to the Group.
|
iii.
|
Depreciation
|
Depreciation is calculated to write off the cost of property, construction in process and equipment less their estimated
residual values using the straight-line method over their estimated useful lives, and is recognized in profit or loss. As of December 31, 2022 items recognized at fair value were not subject to depreciation until the construction in process was
completed.
During 2023, several assets recognized as construction in process were capitalized as property, building and hotel furniture
due to the assets having reached the necessary conditions to operate as Management intended.
Company’s Management estimates the following useful life for the major assets.
|
Years
|
|
|
Buildings and beach club
|
|
|
Elevators
|
|
|
Furniture, fixtures, and equipment (“FF&E”)
|
|
|
Operating, supplies and equipment (“OS&E”)
|
|
|
Computer equipment
|
|
|
Transportation Equipment
|
|
|
Furniture
|
|
|
Equipment and other assets
|
|
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
| iv. |
Reclassification to investment property
|
When the use of a property changes from owner-occupied to investment property, the property is remeasured to fair value and reclassified
accordingly. Any gain arising on this remeasurement is recognized in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any gain recognized in OCI and presented in the revaluation reserve. Any
loss is recognized in profit or loss. However, to the extent that an amount is included in the revaluation surplus for that property, the loss is recognized in OCI and reduces the revaluation surplus within equity.
| h. |
Investment property
|
Investment property is initially measured at cost and subsequently at fair value with any change therein recognized in profit and loss.
Any gain or loss on disposal of the investment property (calculated as the difference between the net proceeds from disposal and the carrying
amount of the item) is recognized in profit or loss. When investment property that was previously classified as property, construction in process and equipment is sold, any related amount included in the revaluation reserve is transferred to
retained earnings.
As of December 31, 2024 and 2023, the Company has a plot of land located in, Baja California, Mexico, that qualifies as an investment property in
accordance with the requirements established by IAS 40, since the Company foresees to use this land for the creation of an industrial park, where the Company will act as a lessor and it will obtain income from rentals.
| i. |
Employee benefits
|
|
i.
|
Short-term employee benefits
|
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
|
ii.
|
Other long-term employee benefits
|
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefits that employees have earned in return for
their service in the current and prior periods. That benefit is discounted to determine its present value. Remeasurements are recognized in profit or loss in the period in which they arise.
| iii. |
Termination benefits
|
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group
recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
| iv. |
Defined employee benefit
|
In accordance with Mexican Labor Law, the Company provides seniority premium benefits to its employees under certain circumstances, which is
recognized as a defined benefit plan. The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods,
discounting that amount and deducting the fair value of any plan assets.
The calculation of the defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the
calculation results in a potential asset for the Group, the recognized asset is limited to the present value of the economic benefits available in the form of future refunds from the plan or reductions in future contributions to the plan. To
calculate the present value of the economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, return on plan assets (excluding interest), and
the effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used
to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset), taking into account any change in the net defined benefit liability (asset) during the period as a result of
contributions and benefit payments.
Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or curtailment
gain or loss is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
| j. |
Borrowing costs
|
Borrowing costs directly attributable to the acquisition, construction, or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognized in profit or loss in the period in which they are incurred.
| k. |
Income tax
|
Income tax expense comprises current and deferred tax and it is recognized in profit or loss. As mentioned in Note 1(a) the Group participates in
certain trusts as a Trustor, these trusts are not subject to income taxes.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or
receivable in respect of previous years. The amount of current tax payable or receivables is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax
rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Temporary differences in relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease) for
the purpose of recognizing deferred tax.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is
probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is
insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date,
to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale.
Deferred tax assets and liabilities are offset only if certain criteria are met.
|
l.
|
Finance income and finance cost
|
The Group’s finance income and finance cost include:
|
-
|
Interest income,
|
| - |
Interest expense,
|
| - |
The net gain or loss on financial assets at FVTPL,
|
| - |
The foreign currency gain or loss on financial assets and financial liabilities.
|
Interest income or expense is recognized using the ‘effective interest rate’ method.
The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the
financial instrument to:
|
•
|
The gross carrying amount of the financial asset; or
|
|
•
|
The amortized cost of the financial liability.
|
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the assets (when the asset is
not credit-impaired) or to the amortized cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the
amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
| m. |
Leases
|
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
At the commencement or on modification of a contract that contains a lease component, the Group
allocates the contract consideration to each lease component on the basis of its relative stand-alone prices. However, for leases of property the
Group has elected not to separate the non-lease
components and account for the lease and non-lease components as a single lease component.
The Group recognizes a right-of-use asset and a lease liability on the lease commencement date. The right-of-use asset is initially measured at
cost, which comprises the initial amount of the lease liability adjusted for any lease payments made on or before the commencement date, plus any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end date of the lease term,
unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using
the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain
adjustments to reflect the terms of the lease and the type of asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
|
•
|
Fixed payments; including in-substance fixed payment:
|
| • |
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
|
| • |
Amounts expected to be payable under a residual value guarantee, and
|
| • |
The exercise price under purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate early.
|
The lease liability is measured at reinforced cost using the effective interest method and data measured when there is a change in future lease
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase,
extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use assets, or is
recorded in profit or loss in the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including
IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
| n. |
Contingencies
|
Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount thereof can be reasonably
estimated. When a reasonable estimation cannot be made, disclosure is provided in the notes to the combined financial statements. Contingent revenues, earnings or assets are not recognized until realization is assured.
| o. |
Provisions
|
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.
| p. |
Contributions for future net assets
|
Contributions for future net assets are contributions granted by the shareholders of the Group that will become part of the net parent investment
on a certain date or when certain conditions are met, these contributions are recognized at the transaction price as a liability since there is no present value interest component to recognize.
| q. |
Fair value measurement
|
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date in the principal or, in its absence, the most advantageous market in which the Group has access at that date. The fair value of a liability reflects its non-performance risk.
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets
and liabilities (see note 14).
When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market
is considered ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximize the use of relevant observable inputs and
minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.
If an asset or a liability measured at fair value has a bid price and an ask price, then the Group measures assets and long positions at a bid
price and liabilities and short positions at an ask price.
The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price, i.e., the fair value of
the consideration given or received.
If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a
quoted price in an active market for an identical asset or liability nor based on a valuation technique for which unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially
measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price.
Subsequently, that difference is recognized in profit or loss on an appropriate basis over the life of the instrument, but no later than when the
valuation is wholly supported by observable market data or the transaction is closed out.
| r. |
Other liabilities
|
Other liabilities mainly consists of contributions granted by Hyatt and Accor under the concept of ‘key money’ per the Hotel Services Agreement and the Hotel Management Agreement, respectively. The ‘key money’ was granted as an inducement to the Group to enter into such agreements. The Group recognizes these contributions in other liabilities against cash, and the Group subsequently amortizes the
total amount on a monthly, straight-line basis from the first month the ‘key money’ is received and continuing during the term of the agreement. If the agreements are canceled or terminated before the agreed term, the Group shall repay to the
operators the remaining unamortized amount.
| s. |
Consolidated and Combined Statements of cash flows
|
The consolidated and combined statement of cash flows detail the cash inflows and outflows that occurred during the period. In addition, the
combined statement of cash flows starts with the profit before income taxes and other comprehensive income, presenting first cash flows from operating activities, then investment activities and finally, financing activities.
The consolidated and combined statement of cash flows for the years ended December 31, 2024, 2023 and 2022 were prepared using the indirect
method.
| 4. |
New standards or amendments issued
|
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the IASB that are mandatorily effective
for an accounting period that begins on or after January 1, 2024. Their adoption has no t had any material impact on the disclosures or
the amounts reported in these financial statements.
2024
|
a.
|
New accounting standards or amendments for 2024
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning on January 1, 2024, and have been adopted by the Company. Their adoption has not had any material impact on the
disclosures or the amounts reported in these financial statements.
Amendments to IAS 1 - Presentation of Financial Statements - Classification of Liabilities as Current or Non-Current (“2020 Amendment”) - The amendments clarify
that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise
its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of “settlement” to make clear that settlement refers to the
transfer to the counterparty of cash, equity instruments, other assets or services. The amendment is effective for annual reporting periods beginning on or after January 1, 2024. The Company did no t have a significant impact from the adoption of this standard.
| b. |
New and amended IFRS Accounting Standards issued but not yet effective
|
At the date of authorization of these financial statements, the Company has not applied the following new IFRS Accounting Standards that
have been issued but are not yet effective:
IFRS 18 Presentation and Disclosure in Financial Statements – On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. The new
accounting standard introduces significant changes to the structure of a group’s income statement and new principles for aggregation and disaggregation of information. IFRS 18 applies for annual
reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is currently evaluating the impact from the adoption of IFRS
18 on its financial statements.
Amendments to IFRS 9 Financial Instruments and IFRS 7
Financial Instruments – On May 30, 2024, IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, which clarifies the classification of financial assets with environmental, social and corporate governance (ESG) and similar features, derecognition of financial
liability settled through electronic payment systems and also introduces additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other
comprehensive income and financial instruments with contingent features. The effective date for adoption of this amendment is annual reporting periods beginning on or after January 1, 2026, and early adoption is permitted. The Company is currently evaluating the impact from the adoption of the amendments on its consolidated financial statements
The Company has not early adopted any forthcoming new or amended accounting standards in preparing these financial statements. The Company
does not expect to have a significant impact from the adoption of the forthcoming standards.
| 5. |
Cash and cash equivalents and restricted cash
|
As of December 31, 2024 and 2023, cash and cash equivalents and restricted cash is as follows:
| As of December 31, |
||||||||
|
2024
|
2022 |
|||||||
|
Cash
|
$
|
|
$
|
|
||||
|
Bank deposits (1) (2) (3)
|
|
|
||||||
|
Total cash and cash equivalents and restricted cash
|
$
|
|
$
|
|
||||
| (1) |
|
| (2) |
|
| (3) |
|
| 6. |
Related-party transactions and balances
|
Transactions with key management personnel
|
i.
|
Key management personnel compensation
|
Compensation of the Group’s key management personnel includes only short-term employee benefits in the amount of $14,066,344 , $13,185,131 and $17,384,930 during 2024, 2023 and 2022, respectively.
|
ii.
|
Outstanding balances with related parties as of December 31, 2024 and 2023 are shown as follows:
|
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Receivable
|
||||||||
|
Affiliate:
|
||||||||
|
Elías Sacal Cababie(1)
|
$
|
|
$
|
|
||||
|
E.S. Agrupación, S. A. de C. V. (2) & (8)
|
|
|
||||||
|
Marcos Sacal Cohen (3)
|
|
|
||||||
|
Edgar Armando Padilla Pérez (4)
|
|
|
||||||
|
Rubén Álvarez Laris (5)
|
|
|
||||||
|
Total related parties receivable
|
|
|
||||||
|
Payable:
|
||||||||
|
Affiliate:
|
||||||||
|
Impulsora Turística de Vallarta, S. A. de C. V. (6)
|
$ |
|
$ |
|
||||
|
Sofoplus S.A.P.I de C. V., SOFOM ER (7)
|
|
|
||||||
|
BVG Infraestructura, S. A. de C. V. (9)
|
|
|
||||||
|
Total related parties payable
|
|
|
||||||
|
Current portion
|
|
|
||||||
|
Long term portion
|
$
|
|
$
|
|
||||
| (1) |
|
|
|
|
|
|
|
|
|
|
|
| (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (3) |
|
| (4) |
|
| (a) | On May 5, 2023, Murano Management granted a short-term loan of $ |
| (b) | On May 5, 2023, Murano Management granted a short-term loan of $ |
| (5) |
|
| (6) |
|
| (7) |
On September 30, 2024, Murano World signed a loan agreement with Sofoplus up to U.S.$ |
| (8) |
|
| (9) |
|
Reconciliation of movements of liabilities to cash flows arising from financing activities
|
Long-term debt
|
||||
|
Balances as of January 1, 2024
|
$
|
|
||
|
Payments
|
(
|
)
|
||
|
Interest paid
|
(
|
)
|
||
|
Proceeds from loans
|
|
|||
|
Accrued interest
|
|
|||
|
Total changes from financing cash flows
|
|
|||
|
Effect on changes in foreign exchange rates
|
|
|||
| Balances as of December 31, 2024 | $ | |||
|
Long-term debt
|
||||
|
Balances as of January 1, 2023
|
$
|
|
||
|
Payments
|
(
|
)
|
||
|
Interest paid
|
(
|
)
|
||
|
Proceeds from loans
|
|
|||
|
Accrued interest
|
|
|||
|
Total changes from financing cash flows
|
|
|||
|
Effect on changes in foreign exchange rates
|
(
|
)
|
||
|
Balances as of December 31, 2023
|
$
|
|
||
| 7. |
Property, construction in process and equipment
|
Reconciliation of carrying amount
|
|
Construction in
|
Computer
|
Transportation
|
Equipment and
|
||||||||||||||||||||||||||||||||
|
|
Land
|
process
|
Buildings
|
Elevators
|
equipment
|
Equipment
|
Furniture(1)
|
other assets
|
Total
|
|||||||||||||||||||||||||||
|
Cost:
|
||||||||||||||||||||||||||||||||||||
|
Balances as of January 1, 2022
|
$
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Additions
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Disposals
|
(
|
)
|
|
|
|
|
|
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Revaluation
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2022
|
$ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||
|
Additions
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Disposals
|
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Capitalization of FF&E and OS&E, buildings and elevators
|
( |
) | ||||||||||||||||||||||||||||||||||
|
Revaluation
|
(
|
)
|
(
|
)
|
|
|
|
|
(
|
)
|
||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2023
|
$
|
|
$
|
|
$ | $ |
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
Additions
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Capitalization of FF&E and OS&E, buildings and elevators
|
(
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
Revaluation
|
|
(
|
)
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
Balances as of December 31, 2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
|
Construction in
|
Computer
|
Transportation
|
Equipment and
|
||||||||||||||||||||||||||||||||
|
|
Land
|
process
|
Buildings
|
Elevators
|
equipment
|
Equipment
|
Furniture(1)
|
other assets
|
Total
|
|||||||||||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||||||||||||||
|
Balances as of January 1, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Depreciation
|
|
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2022
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
(
|
)
|
$ |
(
|
)
|
$ |
(
|
)
|
$ |
(
|
)
|
|||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Depreciation
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2023
|
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2024
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Carrying amounts as of:
|
||||||||||||||||||||||||||||||||||||
|
December 31, 2022
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
December 31, 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
December 31, 2024
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
|
(1)
|
|
Construction in process
GIC I is a hotel project in Cancun which when complete will have 1,016 rooms. Construction is nearing completion and operations commenced during 2024 with the first 400 keys of the Vivid Hotel already open and the remaining 616
keys of Dreams expected to open in the fourth quarter of 2025, The total amount expected to be invested in the construction is $3,200,000,000 , excluding financial cost and cost of land. As of December 31, 2024 and 2023, amounts incurred in the construction in process
during the calendar year are $1,296,109,229 and $1,388,105,617 , respectively.
GIC II is a plot of land located in Cancun, Quintana Roo, where the Group plans to develop approximately 1,254 condominiums, a convention center (under the World Trade Center brand), a water park and a beach club. For the years ended December 31, 2024
and 2023, construction costs incurred were $6,014,159 and $1,577,714 , respectively. See Notes 1 a. and 19 for additional details about the GIC Complex.
Insurgentes Hotel is a hotel complex comprising two
individual hotels with a combined capacity of 396 rooms, located in Mexico City. This hotel commenced operations in the first
quarter of 2023. As of December 31, 2024 there were no additional capitalized costs incurred for the property. For the year ended December 31, 2023, construction costs incurred were $79,064,992 .
Capitalization of borrowing cost included in the incurred cost of the construction of the above hotel facilities for the years ended
December 31, 2024 and 2023 of $303,443,168 and $275,133,471 , respectively, were calculated using a capitalization rate of 100 % since all the
loans held by the Group are specific and directable attributable to the construction in process.
Non-cash and cash transactions in Property, construction in process and equipment
|
As of December 31,
|
||||||||||||
|
2024
|
2023
|
2022 | ||||||||||
|
Balances as of January 1
|
$
|
|
$
|
|
$ | |||||||
|
Non-cash transactions:
|
||||||||||||
|
Revaluation of land and construction in process
|
|
(
|
)
|
|||||||||
|
Effect on movement in exchange rates on cash held
|
|
|
||||||||||
|
Total non-cash transactions
|
|
(
|
)
|
|||||||||
|
Cash transactions:
|
||||||||||||
|
Construction in process and equipment
|
|
|
||||||||||
|
Accrued capitalized borrowing costs
|
|
|
||||||||||
|
Total cash transactions
|
|
|
||||||||||
|
Balances as of December 31
|
$
|
|
$
|
|
$ | |||||||
Measurement of fair value
Land, construction in process and buildings
Fair value hierarchy
The Group engages third-party qualified appraisers to perform the valuation of the land, construction in process and buildings annually. The technical committee works closely with qualified external
appraisers to establish the appropriate valuation techniques and inputs to the model. The fair value measurement for the land, construction in process and buildings has been categorized as a Level 3 fair value based on the inputs to the
valuation technique used. Changes in fair value are recognized in Other Comprehensive Income (OCI) or profit or loss to the extent losses exceed any revaluation gains.
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of the land, construction in process and buldings, as well as the
significant unobservable inputs used.
The revaluation surplus (loss) for the years ended December 31, 2024, 2023 and 2022 were $334,809,588 , $(889,982,346 ) and $6,009,039,346 , respectively.
|
Valuation technique
|
|
Significant unobservable inputs
|
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
|
|
Land
|
|
|
|
|
|
| Group directors use the market-based approach to determine the value of the land as described in the valuation reports prepared by the appraisers. | The appraiser compared the comps to the Subject Assets using comparison elements that include market conditions, location, and physical characteristics. |
The estimated fair value would increase if the adjustments applied were higher.
|
|||
| In estimating the fair value of the subject assets, the appraiser performed the following: | |||||
| • |
Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
|
|
• Location (0.80 - 1).
• Size (1.08 - 1.20).
• Market conditions (0.8 - 1).
|
|
|
| • | Selected relevant units of comparison (e.g., price per square meter), and developed a comparative analysis for each. |
|
|
|
|
| • | Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical characteristics; and adjusted the comps as appropriate. |
|
|
|
|
| • | Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication. |
|
|
|
|
| • | The selected price per square meter is consistent with market prices rates paid by market participants and/or current asking market prices rates for comparable properties. | ||||
|
Valuation technique
|
Significant unobservable inputs
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
|||
|
Construction in process
Group directors use the cost approach to determine the value of construction in process as described in the valuation reports prepared by the appraisers.
In estimating the fair value of building and site improvements, the appraiser performed the following:
|
The appraiser used an adjustment factor regarding the status of the construction in process.
Work in progress adjustment (0.6 – 0.98).
|
The estimated fair value would increase if the adjustments applied were higher.
|
|||
| • | Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs. | ||||
| • | Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress. | ||||
|
Building
Group directors use the fair market value based on the discounted cashflow approach to determine the value buildings in current operation that Management considers are in the final stage of ramp
up as described in the valuation reports prepared by the appraisers (Insurgentes 421 complex), as well as use the cost approach to determine the value of buldings in current operation that has beginning their ramp up period
(Cancun Complex/Hotel Vivid portion).
In estimating the fair value of building and site improvements, the appraiser performed the following:
|
The appraiser used the discounted cashflow approach to determine the value of the buildings:
Expected market rental growth 2025 – 8.9% and 4.6% long term.
Discount rate – 12.5%
Occupancy rate – 2025 68% and once stabilized 70.0% and 72.5% after 2029
|
The estimated fair value would increase if the adjustments applied were higher.
|
|||
| • | Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration. | ||||
| • | Estimated incomes based in the trends of historical operations | ||||
| • |
Estimated replacement cost of the building and site improvements, as though new, considering items such as indirect costs.
|
||||
|
Estimated and applied deductions related to accrued depreciation, resulting from physical deterioration, and work in progress.
|
|||||
Carrying amount
If the Group’s land, construction in process and buildings been
measured on a historical cost basis, the carrying amounts would have been as shown in the next page.
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Land
|
$
|
|
$
|
|
||||
|
Construction in process
|
|
|
||||||
| Buildings |
||||||||
|
Total
|
$
|
|
$
|
|
||||
Security
As of December 31, 2024 and 2023, properties with carrying amount of $18,817,329,303 , and $17,694,421,947 , respectively, were subject to mortgages or security trusts that form part of the security for certain bank loans. A list of
the properties granted and the related loans is as follows:
2024
|
Property
|
Associated Credit Reference
|
|
|
Units 1, 2 / Grand Island
|
See Note 10 Terms and repayment schedule (16)
|
|
|
Unit 3 / Grand Island II
|
See Note 10 Terms and repayment schedule (8), (9), (14) & (15)
See Note 10 Terms and repayment schedule (13)
See Note 10 Terms and repayment schedule (4), (5), (6) & (7) and Note 6 reference 7
|
|
|
Units 4 & 5
|
||
|
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
|
||
|
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
|
||
|
Insurgentes Sur 421 Complex
|
See Note 10 Terms and repayment schedule (3)
|
|
|
Beach Club – Playa Delfines
|
See Note 10 Terms and repayment schedule (10)
|
|
|
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup. 4,117.88 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M, Sup. 11,986.53 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
|
See Note 10 Terms and repayment schedule (7)
|
2023
|
Property
|
Associated Credit Reference
|
|
|
Unit 1, 2, 4 y 5 / Grand Island
|
See Note 10 Terms and repayment schedule (1)
See Note 10 Terms and repayment schedule (8), (9), (14) & (15)
See Note 10 Terms and repayment schedule (4), (5), (6) & (7) and Note 6 reference 7
|
|
|
Unit 3 / Grand Island II
|
||
|
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
|
||
|
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
|
||
|
Insurgentes Sur 421 Complex
|
See Note 10 Terms and repayment schedule (3)
|
|
|
Beach Club – Playa Delfines
|
See Note 10 Terms and repayment schedule (1) and (10)
|
|
|
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup. 4,117.88 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M, Sup. 11,986.53 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
|
See Note 10 Terms and repayment schedule (7)
|
|
|
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
|
See Note 10 Terms and repayment schedule (7)
|
| 8. |
Investment property
|
Reconciliation of carrying amount
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Balances as of January 1,
|
$
|
|
$
|
|
||||
|
Changes in fair value
|
|
(
|
)
|
|||||
|
Balances as of December 31,
|
$
|
|
$
|
|
||||
Investment property Investment property is initially measured at cost and subsequently at fair value, changes in fair value are
recognized as gain in profit or loss. All gains are unrealized.
The investment property is planned for the development of an industrial park, this project is expected to include approximately a
leasable area of 363,262 sqm as described in Note 1.
Measurement of fair value
Fair value hierarchy
The Group engages third-party qualified appraisers to perform the valuation of the investment properties annually. The technical
committee works closely with qualified external appraisers to establish the appropriate valuation techniques and inputs to the model.
The fair value measurement for all of the investment properties has been categorized as a Level 3 fair value based on the inputs to the
valuation technique used.
Valuation technique and significant unobservable inputs
The following table shows the valuation technique used in measuring the fair value of the investment property, as well as the significant
unobservable inputs used.
|
Valuation technique
|
Significant unobservable inputs
|
Inter-relationship between significant unobservable inputs and fair value measurement
|
|||
|
Group directors use the market-based approach to determine the value of the subject assets as described in the valuation reports prepared by the appraisers.
In estimating the fair value of the subject assets, the appraiser performed the following:
• Researched market data to obtain information pertaining to sales and listings (comps) that are similar to the Subject Asset.
• Selected relevant units of comparison (e.g., price per square meter), and developed a comparative analysis for each.
• Compared the comps to the Subject Asset using elements of comparison that may include, but are not limited to, market conditions, location, and physical
characteristics; and adjusted the comps as appropriate.
• Reconciled the multiple value indications that resulted from the adjustment of the comps into a single value indication.
The selected price per square meter is consistent with market price rates paid by market participants and/or current asking market prices rates for comparable properties.
|
The appraiser compared the comps to the Subject Assets using comparison elements that include market conditions, location, and physical characteristics.
• Location (0.80 – 1).
• Size (1.08 – 1.20).
• Market conditions (0.8 – 1).
|
The estimated fair value would increase if adjustments applied were higher.
|
Security
As of December 31, 2024 and 2023, properties with a carrying amount of $1,340,000,000 and $1,100,491,490 were subject to a registered debenture
that forms security for certain loans. A list of the properties granted and the related loans is as shown in the next page.
|
Property
|
Associated Credit Reference
|
||
|
Plot of land: La Costa Bajamar / Lote MP1, Fracc. A, Manzana S/M, Sup. 271,042.763 M2
|
See Note 10 Terms and repayment schedule
(4), (5) (6) & (7) and Note 6 references (7).
|
||
|
Plot of land: La Costa Bajamar: Lote MP1, Fracc. B, Manzana S/M, Sup. 304,851.487 M2
|
|||
|
Plot of land: La Costa Bajamar: Lote MP1, Fracc. C, Manzana S/M, Sup. 353,797.091 M2
|
|||
|
Plot of land: La Costa Bajamar: Fracc. Servidumbre de Paso, Manzana S/M, Sup. 41,084.499 M2
|
| 9. |
Leases
|
The Group leases equipment, office space and vehicles. Lease terms vary from contract to contract. Information on
leases in which the Group is a lessee is presented below.
Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property.
|
2024
|
Hotel Equipment
|
Offices
|
Vehicles
|
Total
|
||||||||||||
|
Balance as of January 1,
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Depreciation charge for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance as of December 31,
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2023
|
Hotel Equipment(1)
|
Offices
|
Vehicles
|
Total
|
||||||||||||
|
Balance as of January 1,
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Depreciation charge for the year
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Balance as of December 31,
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
2022
|
Vehicles
|
|||
|
Balance as of January 1,
|
$
|
|
||
|
Depreciation charge for the year
|
(
|
)
|
||
|
Balance as of December 31,
|
$
|
|
||
| (1) |
|
Amounts recognized in profit or loss
|
For the Years Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022 | ||||||||||
|
Amounts recognized in profit and loss
|
||||||||||||
|
Interest on lease liabilities
|
$
|
|
$
|
|
$ | |||||||
|
Expenses related to short-term leases
|
|
|||||||||||
|
$
|
|
$
|
|
$ | ||||||||
|
Amounts recognized in the consolidated and combined statement of cash flow
|
||||||||||||
|
Total cash outflow
|
$
|
|
$
|
|
$ | |||||||
Guarantee deposits
As part of the hotel equipment leasing, the Group provided a guarantee deposit of $4,870,138 , as of December 31, 2023.
| 10. |
Long-term debt
|
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Current liabilities:
|
||||||||
|
Current portion of secured bank loans
|
$
|
|
$
|
|
||||
|
Unsecured bank loans
|
|
|
||||||
|
Interest
|
|
|
||||||
|
Total current liabilities
|
$
|
|
$
|
|
||||
|
Non-current liabilities:
|
||||||||
|
Secured bank loans
|
$
|
|
$
|
|
||||
|
Unsecured bank loans
|
|
|
||||||
|
Total non-current liabilities
|
$
|
|
$
|
|
||||
The secured bank loans are secured over land and construction in process with a carrying amount of $20,157,329,304 and $17,694,421,947 as of December 31,
2024 and 2023, respectively (see Note 7 and Note 8 Security).
Information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in Note 13.
|
As of
|
|||||||||||||||||||||
| Currency |
Nominal interest rate 2024
|
Nominal interest rate 2023
|
Maturity
|
December 31, 2024
|
December 31, 2023
|
||||||||||||||||
|
Fideicomiso Murano 2000 CIB/3001 (subsidiary of Murano World):
|
|||||||||||||||||||||
|
Banco Nacional de
Comercio Exterior S.N.C. Institución de Banca de Desarrollo (“Bancomext”) (1)
|
|
SOFR + |
SOFR +
|
|
$
|
|
$
|
|
|||||||||||||
|
Caixabank, S.A.
Institución de Banca Múltiple (“Caixabank”) (1)
|
|
SOFR + |
SOFR +
|
|
|
|
|||||||||||||||
|
Sabadell, S.A.
Institución de Banca Múltiple (“Sabadell”) (1)
|
|
SOFR + |
SOFR +
|
|
|
|
|||||||||||||||
|
Avantta Sentir Común, S. A. de C.V., SOFOM, E.N.R. (Avantta) (1)
|
SOFR + |
N/A | |||||||||||||||||||
|
Nacional Financiera,
Sociedad Nacional de Crédito, Institución de Banca de Desarrollo (“NAFIN”) (1)
|
|
SOFR + |
SOFR +
|
|
|
|
|||||||||||||||
|
Bancomext (2)
|
|
TIIE |
TIIE
|
See (2)
|
|
|
|||||||||||||||
|
Cost to obtain loans
and commissions
|
(
|
)
|
|||||||||||||||||||
|
Total Fideicomiso Murano 2000
|
|
|
|||||||||||||||||||
|
Inmobiliaria Insurgentes 421:
|
|||||||||||||||||||||
|
Bancomext (3)
|
|
SOFR + |
SOFR +
|
|
|
|
|||||||||||||||
|
Cost to obtain loans
and commissions
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Total Inmobiliaria
Insurgentes 421
|
|
|
|||||||||||||||||||
|
Murano World:
|
|||||||||||||||||||||
|
Exitus Capital S.A.P.I
de C. V. ENR (“Exitus Capital”) (4)
|
|
% | % |
|
|
|
|||||||||||||||
| Exitus Capital (5) | % | % | |||||||||||||||||||
| Exitus Capital (6) | % | % | |||||||||||||||||||
|
Exitus Capital (7)
|
|
|
%
|
|
|
|
|||||||||||||||
|
Arrendadora
Fínamo,S.A. de C.V. (“Finamo”) (8)
|
|
|
%
|
|
%
|
|
|
|
|||||||||||||
|
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM ENR (Finamo) (9)
|
% | N/A | |||||||||||||||||||
|
ALG (10)
|
|
% |
|
%
|
|
|
|
||||||||||||||
|
Santander
International (11)
|
|
Best Rate+ |
Best Rate+
|
|
|
|
|||||||||||||||
|
Cost to obtain loans
and commissions
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Total Murano World
|
|
|
|||||||||||||||||||
|
Edificaciones BVG:
|
|||||||||||||||||||||
|
Exitus Capital (12)
|
|
|
|||||||||||||||||||
|
Total Edificaciones
BVG
|
|
|
|||||||||||||||||||
| Murano PV: | |||||||||||||||||||||
| NAFIN (13) |
SOFR +
year SOFR +
SOFR +
|
||||||||||||||||||||
|
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM NR (ASC Finamo) (14)
|
% | ||||||||||||||||||||
|
ASC Finamo (15)
|
% | ||||||||||||||||||||
|
Cost to obtain loans and commissions
|
( |
) | |||||||||||||||||||
|
Total Murano PV
|
|||||||||||||||||||||
| Fideicomiso 4323 (issuer trust): | |||||||||||||||||||||
| Senior Notes(16) | capitalized first three years |
||||||||||||||||||||
| Cost to obtain loans and commissions | ( |
) | |||||||||||||||||||
|
Total Fideicomiso 4323
|
|||||||||||||||||||||
|
Accrued interest payable
|
|
|
|||||||||||||||||||
|
Total debt
|
|
|
|||||||||||||||||||
|
Current instalments
|
|
|
|||||||||||||||||||
|
Long-term debt, excluding current instalments
|
$
|
|
$
|
|
|||||||||||||||||
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
| (5) |
|
| (6) | |
| (7) | |
| (8) |
|
| (9) |
|
| (10) |
|
| (11) |
|
| (12) |
|
| (13) |
|
| (14) |
|
| (15) |
|
| (16) |
|
As of December 31, 2024, the Group complied with all terms and covenants included in the loan agreements, except
for the following:
Inmobiliaria Insurgentes I421
As of December 31, 2024, the reserve account under the Bancomext loan was not funded causing a covenant breach of this loan, the lender has the ability to call the loan and as a result the loan was classified in current liabilities.
Murano World
Murano World did not comply with the interest payment under the ALG loan with respect to the coupon due in December 2024 causing a covenant breach of this loan, the lender has the ability to call the loan and as a result the loan was classified in current liabilities. See note 20 for additional reference.
As of December 31, 2023, the Group complied with all terms and covenants included in the loan agreements, except for the following:
Inmobiliaria Insurgentes I421
As of December 31, 2023, the additional debt service reserve fund of the Bancomext loan was not fully funded, and the Group requested a waiver from the lender in connection with the funding obligations of the debt service reserve funds. As described above on, April 4, 2024, the Group obtained an event of default waiver provided by Bancomext which waived the breach, so the lender would not call the debt. The Group classified the outstanding balance of this loan as a current liability due to the waiver being obtained after year-end.
Fideicomiso Murano 2000 CIB/3001
The Group anticipated that it might not have the debt service reserve
account fully funded as of December 31, 2023, and requested a waiver from the lenders. Such waiver was received on December 29, 2023. Consequently, the breach was waived as of December 31, 2023.
See Notes 2c. for the impacts on the Company´s ability to continue as a going concern due to breaches in covenants at December 31, 2024. See note 19 Commitments and Contingencies for discussion of the possible impact of potential future covenant breaches. See note 20 for subsequent events regarding covenants breaches after December 31, 2024.
Guarantee deposits
As part of the agreements with Fínamo, see numeral (7) above, the Group provided several guarantee deposits, totalling $14,769,966 as of December 31, 2023.
Reconciliation of movements of liabilities to cash flows
arising from financing activities
|
Long-term debt
|
||||
|
Balances as of January 1, 2024
|
$
|
|
||
|
Payments
|
(
|
)
|
||
|
Interest paid
|
(
|
)
|
||
| Interest paid and capitalized (Note 7) |
( |
) | ||
|
Proceeds from loans
|
|
|||
|
Accrued interest
|
|
|||
|
Amortization of cost to obtain loans and commissions
|
|
|||
|
Costs to obtain loans and commissions
|
(
|
)
|
||
|
Total changes from financing cash flows
|
|
|||
|
Effect on changes in foreign exchange rates
|
|
|||
|
Balances as of December 31, 2024
|
$
|
|
||
|
Long-term debt
|
||||
|
Balances as of January 1, 2023
|
$
|
|
||
|
Payments
|
(
|
)
|
||
|
Interest paid
|
( |
) | ||
| Interest paid and capitalized (see note 7) |
( |
) | ||
|
Proceeds from loans
|
|
|||
|
Accrued interest
|
|
|||
|
Amortization of cost to obtain loans and commissions
|
|
|||
|
Costs to obtain loans and commissions
|
(
|
)
|
||
|
Total changes from financing cash flows
|
|
|||
|
Effect on changes in foreign exchange rates
|
(
|
)
|
||
|
Balances as of December 31, 2023
|
$
|
|
||
| 11. |
Employee benefits
|
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Net defined benefit liability:
|
||||||||
|
Liability for social security contributions
|
$
|
|
$
|
|
||||
|
Liability for long-service leave
|
|
|
||||||
|
Total employee benefit liability
|
|
|
||||||
|
Non-current
|
$
|
|
$
|
|
||||
|
Current
|
$
|
|
$
|
|
||||
In accordance with Mexican Labor Law, the Group provides seniority premium benefits, which consist of a single payment of 12 days for
each year worked based on the last salary, limited to twice the minimum salary established by law. The relative liability and the annual cost of benefits are calculated by independent actuaries in accordance with the bases defined in the
plans, using the projected unit credit method.
Movement in net defined benefit liability
|
As of December 31,
|
||||||||||||
|
2024
|
2023
|
2022 |
||||||||||
|
Balance as of January 1,
|
$
|
|
$
|
|
$ | |||||||
|
Included in profit and loss:
|
||||||||||||
|
Current service cost
|
|
|
||||||||||
|
Interest cost
|
|
|
||||||||||
|
|
|
|||||||||||
|
Included in OCI
|
||||||||||||
|
Remeasurement in loss (gain)
|
(
|
)
|
(
|
)
|
||||||||
|
Payments
|
||||||||||||
|
Benefits paid
|
(
|
)
|
(
|
)
|
||||||||
|
Balance as of December 31,
|
$
|
|
$
|
|
$ | |||||||
Actuarial assumptions
The following were the principal actuarial assumption at the reporting date (expressed as weighted averages):
|
2024
|
2023
|
|||||||
|
Discount rate
|
|
%
|
|
%
|
||||
|
Salary growth
|
|
%
|
|
%
|
||||
|
Future salary growth
|
|
%
|
|
%
|
||||
As of December 31, 2024 and 2023, the weighted -average duration of the defined benefit obligation was 15 years
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would
have affected the defined benefit obligation by the amounts shown below:
|
As of December 31, 2024
|
As of December 31, 2023
|
|||||||||||||||
|
Increase
|
Decrease
|
Increase
|
Decrease
|
|||||||||||||
|
Discount rate (1% variance)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
| 12. |
Warrants liability
|
In connection with the completion of the business combination on March 20, 2024, each of 16,875,000 HCM’s outstanding warrants were converted into the Group’s warrants at 1 :1 ratio. The warrants allow the holder to subscribe for ordinary shares of the Company at an exercise price of U.S.$11.50 per whole warrant. The warrants shall expire on the five year
anniversary of the closing date.
Changes in warrant liabilities
The financial liabilities for the warrants are accounted for at fair value through profit or loss, and are measured with reference to its market
price.
Movements in the warrant liabilities for the year ended December 31, 2024 are summarized as follows:
|
Public warrants
|
||||||||
|
Number of warrants
|
Value
|
|||||||
|
Warrants assumed in connection with the business combination held on March 20, 2024
|
|
$
|
|
|||||
|
Change in fair value of warrant liabilities
|
|
|||||||
|
Warrants exercised
|
|
(
|
)
|
|||||
|
Exchange rate effect
|
-
|
|
||||||
|
As of December 31 , 2024
|
|
|
$
|
|
||||
| 13. |
Income tax
|
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022 |
||||||||||
|
Current tax (benefit) expense
|
||||||||||||
|
Current income tax
|
$
|
|
$
|
|
$ | |||||||
|
Deferred income tax
|
|
(
|
)
|
|||||||||
|
$
|
|
$
|
(
|
)
|
$ | |||||||
The Mexican Tax Law effective as of January 1, 2014 is applicable to the Group, which imposes an income tax rate of 30 %.
The UK entities are subject to UK corporation tax with an applicable rate of 25 %.
Amounts recognized in profit or loss
Management has determined that the recoverability of cumulative tax losses, which expire in 2026 - 2033, is not feasible based on
estimated breakeven of hotel operations. Therefore, the Group has not recognized certain expected income tax losses in the determination of deferred income tax, except for those companies that have taxable profit to offset the
income tax losses.
Amounts recognized in OCI
|
As of December 31, 2024
|
As of December 31, 2023
|
As of December 31, 2022
|
||||||||||||||||||||||||||||||||||
|
Before
|
Tax (expense)
|
Net of
|
Before
|
Tax (expense)
|
Net of
|
Before
|
Tax (expense)
|
Net of
|
||||||||||||||||||||||||||||
|
tax
|
benefit
|
tax
|
tax
|
benefit
|
tax
|
tax
|
benefit
|
tax
|
||||||||||||||||||||||||||||
|
Items that will not be reclassified to profit and loss
|
||||||||||||||||||||||||||||||||||||
|
Remeasurements of
defined benefit liability
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||||||||||
|
Revaluation of
property, construction in process and equipment
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||||||
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Reconciliation of effective tax rate
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022
|
||||||||||
|
(Loss) profit before income tax
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Tax using the Company´s domestic tax rate
|
|
%
|
|
%
|
|
%
|
||||||
|
Income tax at legal tax rate
|
(
|
)
|
|
|
||||||||
|
Tax effect of:
|
||||||||||||
|
Annual adjustment inflation
|
|
|
|
|||||||||
|
Non-deductible expenses
|
|
|
|
|||||||||
|
Mainly change in allowance for NOL’s and other permanent differences
|
|
(
|
)
|
|
||||||||
|
Total tax expense
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Movement in deferred tax balances
|
2024
|
Net balance
as of January 1,
|
Recognized in
profit and loss
|
Recognized in OCI
|
Final balance
|
||||||||||||
|
Prepayments
|
$
|
(
|
)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
||||||
|
Property, plant and equipment
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
PP&E Surplus
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
PP&E (capitalized foreign exchange rate and interest expense)
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Investment properties
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Right of use of assets
|
(
|
)
|
|
|
(
|
)
|
||||||||||
| Derivatives |
( |
) | ||||||||||||||
|
Accruals
|
|
|
|
|
||||||||||||
| Debt cost to be amortized |
( |
) | ( |
) | ||||||||||||
|
Advance customers
|
|
(
|
)
|
|
|
|||||||||||
|
Lease liabilities
|
|
(
|
)
|
|
|
|||||||||||
| Equipment rent |
||||||||||||||||
|
Employees’ benefits
|
|
|
(
|
)
|
|
|||||||||||
|
Employees’ statutory profit sharing
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
2023
|
Net balance
as of January 1,
|
Recognized in
profit and loss
|
Recognized in OCI
|
Final balance
|
||||||||||||
|
Prepayments
|
$
|
(
|
)
|
$
|
(
|
)
|
|
$
|
(
|
)
|
||||||
|
Property, plant and equipment
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
PP&E Surplus
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
PP&E (capitalized foreign exchange rate and interest expense)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Investment properties
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Right of use of assets
|
|
(
|
)
|
|
(
|
)
|
||||||||||
| Derivatives |
( |
) | ( |
) | ||||||||||||
|
Accruals and borrowing cost
|
|
|
|
|
||||||||||||
|
Advance customers
|
|
|
|
|
||||||||||||
|
Lease liabilities
|
|
|
|
|
||||||||||||
|
Employees’ benefits
|
|
|
(
|
)
|
|
|||||||||||
|
Employees’ statutory profit sharing
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||||
|
2022
|
Net balance
as of January 1,
|
Recognized in profit and loss
|
Recognized in OCI
|
Final balance
|
||||||||||||
|
|
||||||||||||||||
|
Prepayments
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
|||||
|
Property, plant and equipment
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||
|
PP&E (capitalized foreign exchange rate and interest expense)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Investment properties
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
| Derivatives |
( |
) | ( |
) | ||||||||||||
|
Accruals
|
|
(
|
)
|
|
|
|||||||||||
|
Employees’ benefits
|
|
|
|
|
||||||||||||
|
Employees’ statutory profit sharing
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items, because it is not probable that future taxable profit
will be available against which the Group can use the benefits therefrom.
|
As of December 31, 2024
|
As of December 31, 2023
|
|||||||||||||||
|
Gross amount
|
Tax effect
|
Gross amount
|
Tax effect
|
|||||||||||||
|
Income tax losses
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
| Interest to be deducted |
||||||||||||||||
| Other assets |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Tax losses carried forward
Tax losses for which no deferred tax assets was recognized expire as follows:
|
Gross
|
Expire
|
|||||||
|
Year
|
amount
|
rate
|
||||||
|
|
||||||||
|
2016
|
$
|
|
|
|||||
|
2018
|
|
|
||||||
| 2020 |
||||||||
|
2021
|
|
|
||||||
|
2022
|
|
|
||||||
|
2023
|
|
|
||||||
| 2024 |
||||||||
|
|
||||||||
|
Total income tax losses
|
$
|
|
||||||
The Company has NOLs in the trusts that only can be used by them up to the reverse of the NOLs in fuure periods. These NOLs can not
be used by other entities within the Group.
| 14. |
Financial instruments - Fair value and risk management
|
Accounting classification
The following table shows the carrying amounts of financial assets and financial liabilities. It does not include fair value information
for financial assets and financial liabilities not measured at fair value since the carrying amount is a reasonable approximation of fair value.
|
As of December 31, 2024
|
||||||||||||||||
| Mandatory at FVTPL |
Financial assets at
amortized cost
|
Other financial
assets (liabilities)
|
Total |
|||||||||||||
|
Financial assets not measured at fair value
|
||||||||||||||||
|
Cash and cash equivalents and restricted cash (Level 1)
|
|
$ |
|
|
$ |
|
||||||||||
| Financial liability measured at fair value |
||||||||||||||||
|
Warrants liability (Level 2)
|
$ |
( |
) | ( |
) | |||||||||||
|
|
||||||||||||||||
|
Financial liabilities not measured at fair value
|
||||||||||||||||
|
Secured bank loans
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Unsecured bank loans
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
As of December 31, 2023
|
||||||||||||||||
|
Mandatory at
FVTPL
|
Financial assets at
amortized cost
|
Other financial
assets (liabilities) |
Total
|
|||||||||||||
|
Financial assets measured at fair value
|
||||||||||||||||
|
Interest rate swaps (Level 2)
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Financial assets not measured at fair value
|
||||||||||||||||
|
Cash and cash equivalents and restricted cash (Level 1)
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
Financial liabilities not measured at fair value
|
||||||||||||||||
|
Secured bank loans
|
|
(
|
)
|
|
(
|
)
|
||||||||||
|
Unsecured bank loans
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Measurement of fair values
| i. |
Valuation techniques and significant unobservable inputs
|
The following table shows the valuation technique used in measuring Level 2 fair value of financial instruments in the statements of
financial position.
Financial instruments measured at fair value
|
Type
|
Valuation technique
|
|
|
Interest rate swaps
|
FV is determined using market participant assumptions to measure these derivatives. Market participants’ assumptions include the risk inherent in the inputs to the valuation technique. These inputs
can be readily observable, market corroborated, or generally unobservable.
|
| ii. |
Transfers between levels
|
There were no no
Financial risk managements
The Group has exposure to the following risks arising from financial instruments:
| - |
Liquidity risk
|
| - |
Market risk
|
| i. |
Risk management framework
|
Management of the Group has overall responsibility for the establishment and oversight of the Group’s risk management framework.
Management is responsible for developing and monitoring the Group’s risk management policies and reports regularly to the board of directors on its activities.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management
standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group´s objective when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group´s reputation.
The Group uses the activity-based costing to cost its products and services, which assists in monitoring cash flow
requirements and optimizing its cash return on investment.
The Group aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash
outflows on financial liabilities (other than trade payables) over the next 60 days.
The Group also monitors the level of expected cash inflows on trade and other receivables together with expected cash
outflows on trade and other payables.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts
are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements:
|
Contractual cash flows
|
||||||||||||||||||||||||
|
As of December 31, 2024
|
Carrying
amount
|
1 Month |
2-12 Months
|
1-5 Years
|
More than
5 Years
|
Total | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Derivative financial liabilities
|
||||||||||||||||||||||||
|
Warrants liability
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ | ||||||||||||||
|
|
||||||||||||||||||||||||
|
Total derivative financial liabilities
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ |
||||||||||||||
|
|
||||||||||||||||||||||||
|
Non-derivative financial liabilities
|
||||||||||||||||||||||||
|
Secured bank loans
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ |
||||||||||||||
|
Unsecured bank loans
|
|
|
||||||||||||||||||||||
|
Lease liabilities
|
|
|
|
|
||||||||||||||||||||
|
Trade payables
|
|
|
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total non-derivative financial liabilities
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ |
||||||||||||||
|
Contractual cash flows
|
||||||||||||||||||||||||
|
As of December 31, 2023
|
Carrying
amount
|
1 Month
|
2-12 Months
|
1-5 Years
|
More than
5 Years
|
Total | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Derivative financial assets
|
||||||||||||||||||||||||
|
Derivatives (Interest rate swaps)
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ | ||||||||||||||
|
|
||||||||||||||||||||||||
|
Total derivative financial assets
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ | ||||||||||||||
|
|
||||||||||||||||||||||||
|
Non-derivative financial liabilities
|
||||||||||||||||||||||||
|
Secured bank loans
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ | ||||||||||||||
|
Unsecured bank loans
|
|
|
|
|
||||||||||||||||||||
|
Lease liabilities
|
|
|
|
|
||||||||||||||||||||
|
Trade payables
|
|
|
|
|
||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total non-derivative financial liabilities
|
$
|
|
$ |
$
|
|
$
|
|
$
|
|
$ | ||||||||||||||
As disclosed in Note 10, the Group has secured bank loans that contain certain covenants. A breach of covenant may require the Group to
repay the loan earlier than indicated in the above table.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and
these amounts may change as market interest rate change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates and exchange rates or the relevant conditions underlying the
contingency change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
For further information regarding our liquidty risk, please see note 2 (c).
Market risk
Market risk is the risk that changes in market prices - e.g. foreign exchange rates, interest rates and equity prices - will affect the
Group’s income or the value of its holdings of financial instruments. The objective of market risk managements is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Group uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the risk management
committee.
Derivatives
The Group holds interest rate swaps for risk management purposes. The interest rate swaps have floating legs that are indexed to SOFR.
The Group’s derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)’s master agreements.
Currency risk
The Group is exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales,
purchases, receivables and borrowings are denominated and the respective functional currencies of Group companies. The functional currency of the Group companies is MXN. The currencies in which these transactions are primarily USD.
Exposure to currency risk
The summary quantitative data about the Group’s exposure to currency risk as reported to the management of the Group is as shown in the
next page.
|
Dollars
|
||||||||
|
As of December 31,
|
||||||||
|
2024
|
2023
|
|||||||
|
Assets:
|
||||||||
|
Cash and cash equivalents and restricted cash
|
$
|
|
$
|
|
||||
|
Trade receivables
|
|
|||||||
|
Related parties
|
|
|||||||
|
Other receivables
|
|
|||||||
|
Prepayments
|
|
|||||||
|
Liabilities:
|
||||||||
|
Current installments of long-term debt
|
(
|
)
|
(
|
)
|
||||
|
Long-term debt
|
(
|
)
|
(
|
)
|
||||
|
Trade accounts payable
|
(
|
)
|
(
|
)
|
||||
|
Related parties
|
(
|
)
|
( |
) | ||||
|
Other liabilities
|
(
|
)
|
(
|
)
|
||||
|
Net position
|
$
|
(
|
)
|
$
|
(
|
)
|
||
The exchange rates of MXN/USD as of the date of the Consolidated and Combined Financial Statements and their issuance date are as
follows:
|
As of December 31,
|
As of May 15,
|
|||||||||||
|
2024
|
2023
|
2025
|
||||||||||
|
One U. S. dollar
|
$
|
$
|
|
$
|
|
|||||||
Sensitivity analysis
The strengthening or weakening of the U.S. dollar, with respect to the Mexican peso as of December 31, 2024 and 2023, would have affected
the gains or losses capitalized in construction in progress for the amounts shown below. This analysis is based on changes in the exchange rate that the Group considered reasonably possible at the end of the reporting period. This analysis
assumes that the rest of the variables remain constant.
The analysis is performed on the same basis for 2024 and 2023, although the reasonably possible variations in the exchange rate were
different, as indicated below:
|
Capitalized in construction in process
|
Profit and loss
|
|||||||||||||||
|
Strengthening
|
Weakening
|
Strengthening
|
Weakening
|
|||||||||||||
|
December 31, 2024 USD (5% movement)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
||||||
|
|
||||||||||||||||
|
December 31, 2023 USD (5% movement)
|
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
Interest rate risks
The Group adopts a policy of ensuring that 70 %
of its interest rate risk exposure with Banco Sabadell, S. A. Institución de Banca Multiple and Caixabank, S. A. Institución de Banca Multiple is at fixed rate. This is achieved partly by entering into interest rate swaps. The Group applies
a hedge ratio of 1 :1.
Exposure to interest rate risk
The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of the Group is as follows:
|
As of December 31, 2024
|
|||||||||||||
|
FV hierarchy
|
Nominal
amount USD
|
Carrying
amount
|
Effects
recognized in
P&L
|
||||||||||
|
Financial assets measured at fair value
|
|||||||||||||
|
Interest rate swap - Sabadell
|
Level 2
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
|
Interest rate swap - Caixabank
|
Level 2
|
|
(
|
)
|
(
|
)
|
|||||||
| Total |
$
|
(
|
)
|
$
|
(
|
)
|
|||||||
|
|
As of December 31, 2024
|
||||||||
|
FV hierarchy
|
Carrying
amount
|
Effects recognized in P&L
|
|||||||
|
Financial liabilities measured at fair value
|
|
||||||||
|
Warrants liability
|
Level 2
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
Total
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
As of December 31, 2023
|
|||||||||||||
|
FV hierarchy
|
Nominal
amount USD
|
Carrying
amount
|
Effects
recognized in
P&L
|
||||||||||
|
Financial assets measured at fair value
|
|||||||||||||
|
Interest rate swap - Sabadell
|
Level 2
|
|
$
|
|
$
|
(
|
)
|
||||||
|
Interest rate swap - Caixabank
|
Level 2
|
|
|
(
|
)
|
||||||||
|
Total
|
$
|
|
$
|
(
|
)
|
||||||||
Fair value sensitivity analysis for fixed-rate instruments
The Group does not account for any fixed-rate financial assets or financial liabilities, at FVPL, and the Group does not designate
derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and
borrowings affected. With all other variables held constant, the Group’s combined income before income taxes is affected through the impact of floating rate borrowings (debt) as follows:
|
Effect on
|
||||||||
|
Increase/decrease in
%
|
combined income
before income taxes
|
|||||||
|
As of December 31, 2024
|
||||||||
|
US dollar
|
1%
|
|
$
|
|
||||
|
US dollar
|
(1)%
|
|
(
|
)
|
||||
|
|
||||||||
|
As of December 31, 2023
|
||||||||
|
US dollar
|
1%
|
|
$
|
|
||||
|
US dollar
|
(1)%
|
|
(
|
)
|
||||
Master netting or similar agreements
The Group enters into derivative transactions under ISDA master agreements. The ISDA agreement do not meet the criteria for offsetting in
the combined statement of financial position. This is because the Group does not have any currently legally enforceable right to offset recognized amounts.
| 15. |
Revenue
|
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022 | ||||||||||
|
Revenue from contracts with customers
|
$
|
|
$
|
|
$
|
|
||||||
|
Revenue for administrative services with related parties
|
|
|
|
|||||||||
|
Total revenue
|
$ |
$
|
|
$
|
|
|||||||
Revenue Streams
The Group generates revenue primarily from its owned hotels. Other minor sources of revenue include administrative services that the
Group provides to related parties.
| a. |
Disaggregation of revenue from contracts with customers
|
In the following table, revenue from contracts with customers is disaggregated by primary major products and service lines and timing of
revenue recognition.
|
For the year ended
|
||||||||||||
|
December 31,
|
||||||||||||
|
2024
|
2023
|
2022 | ||||||||||
|
Major products/service lines
|
||||||||||||
|
Room rentals
|
$
|
|
$
|
|
$ | |||||||
|
Food and beverage
|
|
|
||||||||||
|
All-inclusive
|
||||||||||||
|
Spa services
|
||||||||||||
|
Guess dry, cleaning & laundry
|
|
|
||||||||||
|
Private events
|
|
|
||||||||||
|
Other services
|
|
|
||||||||||
|
Total revenue from contracts with customers
|
|
|
||||||||||
|
|
||||||||||||
|
Administrative services to related parties
|
|
|
||||||||||
|
|
||||||||||||
|
Total revenue
|
|
|
||||||||||
|
|
||||||||||||
|
Timing of revenue recognition
|
||||||||||||
|
Services and products transferred at a point in time
|
|
|
||||||||||
|
Services transferred over time
|
|
|
||||||||||
|
Total revenue from contracts with customers
|
$
|
|
$
|
|
$ | |||||||
| 16. |
Other income and other expenses
|
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023 | 2022 | ||||||||||
|
Other income
|
||||||||||||
|
Gain on sale of property, plant and equipment
|
$
|
|
$
|
|
$
|
|
||||||
|
Expense reimbursement
|
|
|
|
|||||||||
|
Land repurchase bonus
|
|
|
|
|||||||||
|
Rent
|
|
|
|
|||||||||
|
VAT revaluation
|
|
|
||||||||||
|
Insurance recovery
|
|
|
||||||||||
|
Key Money Amortization
|
|
|
||||||||||
|
Gain in sale of equipment
|
||||||||||||
|
Others
|
|
|
||||||||||
|
Total other income
|
$
|
|
$
|
|
$ | |||||||
| 17. |
Stockholders’ Equity
|
As of Decemeber 31, 2024
Equity
As described in Note 2b., on March 8, 2024, the Group underwent a restructuring to
establish Murano Global as the parent company of the Group. On March 20, 2024 the Group announced the completion of its business combination with HCM Acquisition Corp., marking the entity’s official transition into a publicly traded
entity Consequently, on March 21, 2024, Murano’s ordinary shares and warrants began trading on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively .
As of December 31, 2024, Murano Global Investments has 79,305,736 ordinary shares as follows:
|
|
Number of shares
|
% of all ordinary
shares
|
||||||
|
Beneficiary owner
|
||||||||
|
Elias Sacal Cababie
|
|
|
%
|
|||||
|
Shawn Matthews
|
|
|
%
|
|||||
|
Beneficiary owner below
|
||||||||
|
Others
|
|
|
%
|
|||||
|
Total shares December 31, 2024
|
|
|
%
|
|||||
As part of the business combination Elias Sacal Cababie contributed $25,793,890 (U.S.$1,500,000 ) in
order to issue 6,910,000 ordinary shares from Murano Global Investments, plc.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías
Sacal Cababie for the total amount of Ps.$73,000,000 as a result of the purchase of 103,267,741 shares of Murano World, S. A. de C. V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of Elías
Sacal Cababie for the total amount of Ps.$18,000,000 as a result of a transfer of the trustee rights of 16,915,151 shares of Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by Elías Sacal.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ES
Agrupación for the total amount of Ps.$266,500,000 as a result of the purchase of 329,753,574 shares of Murano World, S. A. de C. V. previously owned by ES Agrupación.
In January 2024, Murano PV, S.A. de C.V. issued a promissory note in favor of ES
Agrupación for the total amount of Ps.$542,500,000 as a result of the transfer of the trustee rights of 434,361,612 shares from Inmobiliaria Insurgentes 421, S.A. de C.V. previously owned by ES Agrupación.
All the promissory notes in the amount $900,000,000 described above were issued as part of the Murano Group Reorganization and used by Elias Sacal Cababie to capitalize Murano Global Investments PLC. On
March 8, 2024 Murano Global Investments PLC utilized the promissory notes to complete the Murano Group Reorganization by capitalizing Murano P.V and the notes were cancelled as a final step in the reorganization.
Treasury shares
On April 3, 2024, Murano Group announced that its board of directors had authorized
a new share repurchase program under which the Company may repurchase up to US$2 million of its ordinary shares until the end
of the last business day of the third quarter in 2024, U.S. Eastern Time. The Company adopted and implemented this share repurchase program in accordance with applicable rules and the Company’s insider trading policies.
The Company’s proposed repurchases were made from time to time in the open market at
prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The timing and dollar
amount of repurchase transactions was subject to the Securities and Exchange Commission Rule 10b-18 and Rule 10b-5 requirements.
The shares acquired through the share repurchase program are held in treasury by the
Company and the effects are recognized in additional paid in capital.
Net Assets for the period from January 1 to March 20, 2024 and the years ended
December 31, 2023 and 2022
| a. |
Issued equity:
|
During 2023, there were no
contributions in cash by the Group’s shareholders to the net assets of the Group’s Companies.
During 2022, the Group’s shareholders contributed in cash to the net assets of the Group’s Companies as follows:
| • |
On January 31, 2022, Murano P.V. contributed $
|
| • |
On September 15, 2022, Murano P.V. contributed $
|
| • |
On November 25, 2022, Murano P.V. contributed $
|
| • |
On February 10, 2022, Operadora Hotelera I421 Premium, was incorporated and contributed $
|
| b. |
Capital Reimbursement
|
On March 8, 2024, Murano PV made a capital reimbusement of $16,363,928 as partof the Murano Group Reorganization.
During 2023, there wereno reimbursements in cash by the Group’s shareholders of the Group’s Companies.
During 2023, there were
During 2022, the Group’s shareholders made capital reimbursements as follows:
| • |
On February 9, 2022, Murano World made capital reimbursements of $
|
| • |
On February 22, 2022, Murano World made capital reimbursements of $
|
| • |
On February 28, 2022, Murano World made capital reimbursements of $
|
| • |
On March 17, 2022, Murano World made capital reimbursements of $
|
| • |
On March 23, 2022, Murano World made capital reimbursements of $
|
| • |
On April 20, 2022, Murano World made capital reimbursements of $
|
| • |
On April 28, 2022, Murano World made capital reimbursements of $
|
| • |
On May 12, 2022, Murano World made capital reimbursements of $
|
| • |
On May 20, 2022, Murano World made capital reimbursements of $
|
| • |
On May 31, 2022, Murano World made capital reimbursements of $
|
| • |
On June 7, 2022, Murano World made capital reimbursements of $
|
| • |
On June 17, 2022, Murano World made capital reimbursements of $
|
| • |
On June 27, 2022, Murano World made capital reimbursements of $
|
| • |
On July 1, 2022, Murano World made capital reimbursements of $
|
| • |
On July 14, 2022, Murano World made capital reimbursements of $
|
| • |
On July 21, 2022, Murano World made capital reimbursements of $
|
| • |
On July 21, 2022, Murano World made capital reimbursements of $
|
| • |
On August 19, 2022, Murano World made capital reimbursements of $
|
| • |
On August 26, 2022, Murano World made capital reimbursements of $
|
| • |
On September 9, 2022, Murano World made capital reimbursements of $
|
| • |
On September 14, 2022, Murano World made capital reimbursements of $
|
| • |
On September 23, 2022, Murano World made capital reimbursements of $
|
| • |
On September 28, 2022, Murano World made capital reimbursements of $
|
| • |
On October 21, 2022, Murano World made capital reimbursements of $
|
| • |
On November 22, 2022, Murano World made capital reimbursements of $
|
| • |
On November 25, 2022, Murano World made capital reimbursements of $
|
| • |
On December 9, 2022, Murano World made capital reimbursements of $
|
| • |
On December 15, 2022, Murano World made capital reimbursements of $
|
| • |
On December 19, 2022, Murano World made capital reimbursements of $
|
| • |
On December 31, 2022, Murano World made capital reimbursements of $
|
| 18. |
Earnings per share
|
The amount of basic earnings per share (EPS) is calculated by dividing the net income for the year attributable to shareholders of the Group’s
ordinary shares by the weighted average of the ordinary shares outstanding during the year.
The following table shows the (loss) profit attributable to ordinary equity holders of the Company.
|
|
a) |
Basic EPS
|
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022
|
||||||||||
|
(Loss) profit attributable to ordinary equity holders of the parent entity
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Weighted average number of ordinary shares outstanding during the period
|
|
|
(1) |
|
(1)
|
|||||||
|
Basic EPS
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
|
b) |
Diluted EPS
|
|
For the Year Ended December 31,
|
||||||||||||
|
2024
|
2023
|
2022
|
||||||||||
|
(Loss) profit per basic EPS adjusted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Number of shares per basic EPS adjusted for dilutive potential ordinary shared
|
|
|
(1) |
|
(1)
|
|||||||
|
Diluted EPS
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
|
(1) |
|
| 19. |
Commitments and contingencies
|
| a. |
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the
|
| b. |
In accordance with the Mexican tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be like those used
in arm’s-length transactions. Should the tax authorities examine the transactions and reject the related-party prices, they could assess additional taxes plus the related inflation adjustment and interest, in addition to penalties
of up to
|
| c. |
On September 10, 2019, and as amended on March 28, 2021, July 11, 2023 and the extension on January 19, 2024, the Group signed a Hotel Management Agreement with AMR Operaciones MX, S. de R L.
de C. V. (AMR). Under this contract, AMR is solely engaged as an exclusive managing agent of the
|
| d. |
On May 11, 2022, the Group signed a Hotel Services Agreement with Hyatt of Mexico, S.A. de C.V. (“Hyatt”). Under this contract, Hyatt is solely engaged as an exclusive managing agent of the
Andaz Hotel on behalf of the Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 20th full Fiscal Year following the opening date.
|
| e. |
On May 11, 2022, the Group signed a Hotel Management Agreement with Ennismore Holdings US Inc. (“Accor”). Under this contract, Accor is solely engaged as an exclusive managing agent of the Mondrian Hotel on behalf of the
Company, in exchange of certain fees for the services provided. The period commencing from the opening date and ending on December 31 of the 20th full Fiscal Year following the opening date.
|
| f. |
In March 2024, in connection with the A&R BCA aforementioned, the shareholders transferred
|
| g. |
The Group has analyzed the risk of a future covenant breach under the terms of the NAFIN loan agreement (Note 10), due to non-compliance with the covenant that requires
the Dreams Hotel to be open and operating as at June 1, 2025. The Group has and is actively in discussions with the lender to obtain a waiver for this covenant.
|
| h. |
The Group has analyzed the risk of future covenant breaches in the following
|
| i. |
In addition to defaults existing as of December 31, 2024, the payment defaults described in note 20f., could also trigger cross defaults under other debt and lease
instruments in respect of which the Group is an obligor.
|
| 20. |
Subsequent events
|
| a. |
On January 30, 2025, Murano World signed a loan agreement with Sofoplus up to US. $
|
| b. |
On March 7, 2025, Murano World extended the maturity of the Santander loan in the amount of US. $
|
| c. |
On April 4, 2025 Murano World repaid in full the outstanding balance of the sale and lease back agreement with Exitus at that date in the amount of $
|
| d. |
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of the Company and the Issuer Trust, gave notice of the occurrence of a Rapid
Amortization Event due to the failure by the Issuer Trust to maintain a debt service coverage ratio of at least
|
| e. |
The Group is exploring strategic alternatives to complete phase one of the GIC Complex (including assessing funding needs, additional revisions to the project’s development pipeline, and discussing
with the current hotel operator regarding potential changes to the current operations and administration services agreement).
|
| f. |
As of the date of the issuance of these financial statements the Group did not make interest or lease payments, as applicable, under the instruments described in note 10 (7), (8), (9), (12) (14) and
(15) from January to May 2025 and is seeking a waiver to deliver audited financial information required for the loan described in note 10 (8) in the short term. Management is reviewing potential defaults and expects to proactively
engage in constructive discussions with applicable creditors, none of which has taken or threatened any action as of the date of issuance of these financial statements. See Note 2c.
|
63
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 5 Operating and Financial Review and Prospects B. Liquidity and Capital Resources Debt Finamo LoansItem 4. Information on The Company A. History and Development Of The Company-business CombinationItem 4. Information on The Company D. Property, Plant and EquipmentItem 5. Operating and Financial Review and Prospects B. Liquidity and Capital Resources DebtItem 5. B. Liquidity and Capital Resources DebtItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 4. Information on The Company-a. History and Development Of The Company-business CombinationItem 7 Major Shareholders and Related Party Transactions B. Related Party TransactionsItem 4. Information on The Company D. Property, Plant and Equipment Description Of Certain Project AgreementsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party Transactions-a. Major ShareholdersItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 9. The Offer and Listing A. Offer and Listing DetailsItem 10. Additional InformationItem 4. Information on The Company A. History and Development Of The Company Business CombinationItem 7. Major Shareholders and Related Party Transactions B. Related Party TransactionsItem 10. Additional Information B. Memorandum and Articles Of AssociationItem 11. Quantitative and Qualitative Disclosures About Market RiskNote 13 To The Consolidated and Combined Financial StatementsItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. ReservedItem 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 6. Directors, Senior Management and Employees C. Board Practices-foreign Private Issuer ExemptionItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not ApplicableItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 16J. Insider Trading PolicyItem 16K. CybersecurityPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsNote 2C Assumptions About Going Concern MattersNote 8 - Determining The Fair Value Of The Investment Property on The Basis Of Significant Unobservable Inputs;Note 9 Determining Of Valuation Of Leases;Note 11 - Measurement Of Defined Benefit Obligations: Key Actuarial Assumptions;Note 13 - Determining The Fair Value Of Financial Derivative Instruments; andNote 7 - Property, Construction in Process and EquipmentNote 8 - Investment PropertyNote 12 - WarrantsNote 14 - Financial Instruments - Fair Value and Risk Management