•

Proposal 1 (The Business Combination Proposal) – a proposal by ordinary resolution to approve and adopt the Amended & Restated Business Combination Agreement, as amended on December 31, 2023, by and among HCM, Murano, Dutch Murano, Dutch HoldCo, PubCo, and New CayCo, providing for, among other things, HCM and Murano to become subsidiaries of PubCo and all shareholders of HCM and Murano to become shareholders of PubCo, which is expected to become a public company listed on Nasdaq (the “Business Combination”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A.

•

Proposal 2 (The Merger Proposal) – a proposal by special resolution, to approve:

(i)

that, at the Effective Time (as defined in the Amended & Restated Business Combination Agreement) HCM will merge with New CayCo (the “Merger”), such that the separate corporate existence of New CayCo will cease and HCM will survive the Merger as a wholly-owned subsidiary of PubCo (the “Surviving Company”); and

(ii)

the Plan of Merger in the form attached hereto as Annex C (the “Plan of Merger”) and that HCM be authorised to enter into the Plan of Merger.

•

Proposal 3 (The Charter Proposal) – a proposal by special resolution, to approve, that at the Effective Time:

(i)

HCM's Amended and Restated Memorandum and Articles of Association be amended and restated by the deletion in its entirety and the form of Amended and Restated Memorandum and Articles of Association attached hereto as Annex B be adopted as Surviving Company's post-merger amended and restated memorandum and articles of association (the “Post-Merger Charter”);

(ii)

that HCM's name be changed to “Murano Global Hospitality Corp’’; and

(iii)

that HCM's authorised share capital be altered to that of Surviving Company’s Post-Merger authorised share capital.

•

Proposal 4 (The Meeting Adjournment Proposal) – to approve, by ordinary resolution, a proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.

•

New CayCo shall merge with and into HCM, with HCM being the surviving company as a wholly owned subsidiary of PubCo;

•

Upon consummation of the Merger and without any action on the part of the New CayCo shareholder (i.e., PubCo), HCM or any other party, the separate corporate existence of New CayCo shall cease and HCM, as the surviving company of the Merger, will continue its corporate existence under the Cayman Companies Act, as a wholly-owned subsidiary of PubCo; accordingly, (i) the sole share of New CayCo that was issued and outstanding immediately before the Effective Time shall be automatically cancelled and extinguished in exchange for the issuance of a single share in HCM, as the surviving company in the Merger, to PubCo and (ii) HCM, as the surviving company of the Merger, shall issue such additional new shares in HCM to PubCo as may be required with an aggregate value that is equivalent to the aggregate value of the Merger Shares in consideration for the issuance by PubCo of the Merger Shares to the persons who had previously held HCM Ordinary Shares;

•

Prior to the Closing, PubCo shall appoint the Exchange Agent to act as the agent for the purpose of distributing Merger Shares to the persons who had previously held HCM Ordinary Shares. At or before the Effective Time, PubCo shall issue to the Exchange Agent the requisite number of Merger Shares as are required to be subsequently transferred to the holders of HCM Ordinary Shares entitled to receive the Merger Shares;

•

Reasonably promptly after the Effective Time, PubCo shall send or shall cause the Exchange Agent to send, to each record holder of HCM Ordinary Shares as of immediately prior to the Effective Time, who is entitled to receive Merger Shares,, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper issuance of each Merger Share to the Exchange Agent, and which letter of transmittal will otherwise be in customary form) for use in such exchange (each, a “Letter of Transmittal”);

•

At the Effective Time, by virtue of the Merger and without any action on the part of any holder of HCM Ordinary Shares, each HCM Ordinary Share that is issued and outstanding immediately prior to the Effective Time, but excluding any HCM Ordinary Shares redeemed pursuant to the HCM Share Redemption or held as treasury shares, which treasury shares shall be canceled as part of the Merger and shall not constitute “HCM Ordinary Shares”, shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to receive consideration comprised of a corresponding number of Merger Shares that are held in the accounts of the Exchange Agent, solely for the benefit of the holders of HCM Ordinary Shares (resulting, for the avoidance of doubt, so far as legally possible, in each HCM Ordinary Share being exchanged for the issue of one new PubCo Ordinary Share);

•

At and after the Effective Time, the Merger shall (without limitation) have the following effects, namely that HCM as the surviving company shall possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of both New Cayco and HCM (being hereinafter referred to as “Constituent Companies”), and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each Constituent Company, and all property, real, personal and mixed, and all debts due to each such Constituent Company, on whatever account, shall become vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Company as they are of the Constituent Companies; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Companies shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Company shall thereafter be assumed by the Surviving Company and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it;

•

No fractional PubCo Ordinary Shares will be issued in the Merger. In lieu of fractional PubCo Ordinary Shares to which a holder of HCM Ordinary Shares would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole PubCo Ordinary Share and PubCo shall make, or cause to be made, cash settlements with respect to fractional shares eliminated by rounding;

•

As a result of the Merger and without any action of any Party or any other Person, each Warrant to purchase HCM Ordinary Shares (other than those held by the Sponsor) shall (a) automatically cease to represent a right to acquire HCM Ordinary Shares and shall automatically convert into a right to acquire PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares subject to each such HCM Warrant immediately prior to the Effective Time; (b) have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share; and (c) expire on the five year anniversary of the Closing Date. PubCo shall enter into a warrant assumption agreement as of immediately prior to the Effective Time regarding the foregoing;

•

The parties to the Amended & Restated Business Combination Agreement will hold the closing on the date of the Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Amended & Restated Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time);

•

Upon consummation of the Business Combination, Murano and HCM (as the Surviving Company) will each be direct subsidiaries of PubCo; and

•

HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HMCA”, “HCMAU” and “HCMAW”, respectively. PubCo intends to apply for listing, to be effective at the time of the Closing, of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. This proxy statement/prospectus provides shareholders of HCM with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of HCM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 54 of this proxy statement/prospectus.

•

a notice of meeting and a proxy statement under Section 14(a) of Exchange Act with respect to the Extraordinary Meeting of HCM Holders being held on    , 2024, where HCM Holders will vote on, among other things, the proposed Business Combination and related transactions and each of the below proposals; and

•

a prospectus of PubCo under Section 5 of the Securities Act, with respect to the PubCo Ordinary Shares and PubCo Warrants to be issued to the holders of HCM Ordinary Shares and HCM Warrants if the Business Combination described herein is consummated.

Q.

Why am I receiving this proxy statement/prospectus?

A.

HCM and Murano have entered into the Business Combination Agreement with PubCo, ESC, ESAGRUP, and New CayCo, which provides for the Business Combination in which, among other transactions described in this proxy statement/prospectus, HCM will merge with New CayCo, with HCM surviving such merger and Murano and HCM will become direct subsidiaries of PubCo. A copy of the Amended & Restated Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. If you are an HCM Holder, you are receiving this proxy statement/prospectus because you hold HCM Ordinary Shares as of the record date for the Extraordinary Meeting at which HCM Holders will be asked to approve the Business Combination Agreement, among other things.

Q.

What will happen in the Business Combination?

•

New CayCo, a wholly-owned subsidiary of PubCo, was formed for the sole purpose of entering into the Amended and Restated Business Combination Agreement and effecting the Merger with HCM;

•

Prior to the Effective Time, the Subscriptions (as defined in the Amended & Restated Business Combination Agreement) will be undertaken in which: (i) Murano will reimburse the Seller for 16,413,927 shares of Murano Ordinary Shares in consideration of Ps.$16,413,927; (ii) ESC will subscribe for additional shares in PubCo for an aggregate cash subscription price of US$1,500,000 (the “Cash Subscription”) in consideration for the issuance by PubCo of 69,100,000 PubCo Ordinary Shares and (iii) PubCo will subscribe for a number of shares in Murano, such that after giving effect to such subscription PubCo will hold 99.99% of Murano Ordinary Shares in consideration for cash in the amount of the Cash Subscription and the remaining 0.001% of Murano will be held by Murano Management S.A. de C.V, in accordance with requirements of Mexican law;

•

Following the satisfaction or waiver of the conditions precedent, at the Effective Time, New CayCo shall merge with and into HCM with HCM being the Surviving Company and a wholly owned subsidiary of PubCo;

•

Upon consummation of the Merger (and without any action on the part of the New CayCo shareholder (i.e., PubCo), HCM or any other party), separate corporate existence of New CayCo shall cease and HCM, as the surviving company of the Merger, will continue its corporate existence under the Cayman Companies Act, as a wholly-owned subsidiary of PubCo; accordingly, (i) the sole share of New CayCo that was issued and outstanding immediately before the Effective Time shall be automatically cancelled and extinguished in exchange for the issuance of a single share in HCM, as the surviving company in the Merger, to PubCo and (ii) HCM, as the surviving company of the Merger, shall issue such additional new shares in HCM to PubCo as may be required with an aggregate value that is equivalent to the aggregate value of the Merger Shares in consideration for the issuance by PubCo of the Merger Shares to the persons who had previously held HCM Ordinary Shares;

•

At and after the Effective Time, the Merger shall (without limitation) have the following effects, namely that HCM as the surviving company shall possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Companies, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Companies; and all rights, privileges, powers and franchises of each of the Constituent Companies, and all property, real, personal and mixed, and all debts due to each such Constituent Companies, on whatever account, shall become vested in the Surviving Company; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Company as they are of the Constituent Companies; and

•

Prior to the Closing, PubCo shall appoint the Exchange Agent to act as the agent for the purpose of distributing Merger Shares to the persons who had previously held HCM Ordinary Shares. At or before the Effective Time, PubCo shall issue to the Exchange Agent the requisite number of Merger Shares as are required to be subsequently transferred to the holders of HCM Ordinary Shares entitled to receive them;

•

Reasonably promptly after the Effective Time, PubCo shall send or shall cause the Exchange Agent to send, to each record holder of HCM Ordinary Shares as of immediately prior to the Effective Time, who is entitled to receive Merger Shares, a Letter of Transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper issuance of each Merger Share to the Exchange Agent, and which Letter of Transmittal will otherwise be in customary form) for use in such exchange;

•

At the Effective Time, by virtue of the Merger and without any action on the part of any holder of HCM Ordinary Shares, each HCM Ordinary Share that is issued and outstanding immediately prior to the Effective Time, but excluding any HCM Ordinary Shares redeemed pursuant to the HCM Share Redemption or held as treasury shares, which treasury shares shall be canceled as part of the Merger and shall not constitute “HCM Ordinary Shares”, shall be automatically cancelled and extinguished and in exchange therefor, each holder of HCM Ordinary Shares will be entitled to receive consideration comprised of a corresponding number of Merger Shares that are held in the accounts of the Exchange Agent, solely for the benefit of the holders of HCM Ordinary Shares (resulting, for the avoidance of doubt, so far as legally possible, in each HCM Ordinary Share being exchanged for the issue of one new PubCo Share);

•

No fractional PubCo Ordinary Shares will be issued in the Merger. In lieu of fractional PubCo Ordinary Shares to which a holder of HCM Ordinary Shares would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole PubCo Ordinary Share and PubCo shall make, or cause to be made, cash settlements with respect to fractional shares eliminated by rounding;

•

As a result of the Merger and without any action of any party or any other Person, each Warrant to purchase HCM Ordinary Shares (other than those held by the Sponsor) shall (a) automatically cease to represent a right to acquire HCM Ordinary Shares and shall automatically convert into a right to acquire PubCo Ordinary Shares equal to the number of HCM Class A Ordinary Shares subject to each such HCM Warrant immediately prior to the Effective Time; (b) have an exercise price of $11.50 per whole warrant required to purchase one PubCo Ordinary Share; and (c) expire on the five year anniversary of the Closing Date. PubCo shall enter into a warrant assumption agreement as of immediately prior to the Effective Time regarding the foregoing;

•

The parties to the Amended & Restated Business Combination Agreement will hold the closing on the date of the Effective Time, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions set forth in the Amended & Restated Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time);

•

Murano and HCM (as the Surviving Company) will each be direct subsidiaries of PubCo; and

•

HCM Ordinary Shares, HCM Units and HCM Warrants are currently listed and traded on Nasdaq under the symbols “HMCA”, “HCMAU” and “HCMAW”, respectively. PubCo intends to apply for listing, to be effective at the time of the Closing, of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. This proxy statement/prospectus provides shareholders of HCM with detailed information about the proposed Business Combination and other matters to be considered at the extraordinary general meeting of HCM. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 54 of this proxy statement/prospectus.

Q.

When and where is the HCM Extraordinary Meeting?

A.

The Extraordinary Meeting will be held at   a.m. Eastern time, on   , 2024, at 100 First Stamford Place, Suite 330, Stamford, CT 06902. For your convenience, we will also webcast the Extraordinary Meeting live via the Internet at   . The Company’s shareholders may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary Meeting in person or by visiting    and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials.

Q.

What matters will HCM Holders consider at the Extraordinary Meeting?

A.

At the HCM Extraordinary Meeting, HCM will ask its shareholders to vote in favor of the following proposals:

•

Proposal 1 (The Business Combination Proposal) — a proposal by ordinary resolution to approve and adopt the Amended & Restated Business Combination Agreement and the Business Combination.

•

Proposal 2 (The Merger Proposal) – a proposal by special resolution, to approve the Merger and the Plan of Merger.

•

Proposal 3 (The Charter Proposal) – a proposal by special resolution, to approve, that at the Effective Time:

(i)

the Post-Merger Charter be adopted;

(ii)

that HCM's name be changed to “Murano Global Hospitality Corp.”; and

(iii)

that HCM's authorised share capital be altered to that of Surviving Company’s Post-Merger authorised share capital.

•

Proposal 4 (The Meeting Adjournment Proposal): to approve, by ordinary resolution, a proposal to adjourn the Extraordinary Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary Meeting, there are not sufficient votes to approve one or more proposals presented at the meeting.

Q.

What happens if Proposal 1 (The Business Combination Proposal) is not approved?

A.

HCM has the option to elect to extend the date to consummate a business combination on a monthly basis for up to two times by an additional month after February 25, 2024, without another shareholder vote, upon two days’ advance notice prior to the applicable deadline, to April 25, 2024 unless the closing of a business combination shall have occurred (“Extension Period”). If Proposal 1 (The Business Combination Proposal) is not approved and HCM does not consummate a business combination within the Extension Period, HCM will be required to liquidate and dissolve, and the holders of Public Shares will be entitled to redeem their Public Shares for a pro rata share of the amount on deposit in the Trust Account.

Q.

Are the proposals conditioned on one another?

A.

The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal. The Merger Proposal and the Charter Proposal are cross-conditioned on the approval of the Business Combination Proposal. The Meeting Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, HCM will not consummate the Business Combination.

Q.

Why is HCM proposing the Business Combination Proposal?

A.

HCM was organized for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Although HCM was primarily focused on technology or technology enabled businesses, HCM is not limited to any particular industry or sector. See the section entitled “The Business Combination — HCM’s Board of Directors’ Recommendation of and Reasons for the Approval of the Business Combination.”

Q.

Who is Murano?

A.

Murano is a Mexican development company 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. Murano also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of industrial, business, tourism, and medical real estate projects, among others. Murano has a national footprint and international outreach aimed at institutional real estate investors.

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an iconic 396 -room five-star upper scale hotel located in the heart of Mexico City in a sophisticated and bohemian neighborhood that celebrates local history (the “Andaz and Mondrian Hotel”), which was completed in the last quarter of 2022 and became operational in the first quarter of 2023;

•

a 3,016 room complex, also categorized as five-star upper scale, that we refer to as the “GIC Complex,” to be developed in Cancun along the Nichupté Lagoon on the west side of the Cancun hotel zone (the “GIC Complex Development Project”);

•

the Baja Park Development Project; and

•

an iconic 371 -room hotel categorized as a five-star upper scale hotel, that we refer to as the “Dreams Chateau” to be developed in a unique location in Bajamar, Baja California near Rosarito beach and Valle de Guadalupe wine route (the “Dreams Chateau Development Project,” together with the GIC Complex Development Project, the “Hotel Projects” or the “Hotel Development Projects” and, together with the Andaz and Mondrian Hotels, the “Hotel Portfolio”).

Q.

Did HCM’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.

The board of directors of HCM did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The board of directors of HCM believes that, based upon the due diligence and analysis of HCM’s management and advisors and information provided by Murano (including without limitation, inquiries of CCM), it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The board of directors HCM also determined that Murano’s fair market value was at least 80% of HCM’s net assets (excluding deferred underwriting discounts and commissions).

Q.

What are the effective fees payable to the underwriter on a percentage basis for PubCo Ordinary Shares based on the level of redemptions?

(1)

Based on the estimated per share redemption price of approximately $10.   per share.

Q.

What equity stake will current HCM Holders and Murano Shareholders have in PubCo after the Closing?

A.

While it is difficult to predict how many Public Shareholders will exercise their redemption right, it is anticipated that, upon completion of the Business Combination and exclusive of the dilutive impact of the exercise and conversion of certain securities, (i) the HCM Initial Shareholders will own a maximum of approximately 10.9% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions and 11.1% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, and (ii) the Murano Shareholders will own approximately 85.5% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 87.3% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions, and (iii) the Public Shareholders will own approximately 3.6% of the issued and outstanding PubCo Ordinary Shares, assuming no redemptions, and 1.6% of the issued and outstanding PubCo Ordinary Shares, assuming maximum redemptions. On a fully-diluted basis, the HCM Initial Shareholders will beneficially own approximately 9.2% of the total outstanding shares assuming maximum redemptions. Certain figures included in this section have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

(1)

Excludes 1,250,000 PubCo Ordinary Shares that the Sponsor has agreed to deliver to certain vendors of Murano immediately prior to the Closing of the Business Combination in exchange for the satisfaction and cancellation of $12,500,000.00 in aggregate principal amount of amounts due from Murano pursuant to the Sponsor Support Agreement (the “Vendor Participation Shares”).

(2)

Includes 1,250,000 Vendor Participation Shares in addition to Trust Shares.

(3)

Percentages above exclude the dilutive impact of the prospective exercise of 2,500,000 Private Warrants held by Cantor Fitzgerald and 14,375,000 Public Warrants. On a fully-diluted basis, Mr. Cababie would have beneficial ownership of 70.8%, 71.3%, 71.2%, 71.8%, and 72.0% of the total outstanding shares, and HCM Investor Holdings, LLC and the other holders of Founders Shares would have beneficial ownership of 9.0%, 9.1%, 9.1%, 9.2%, and 9.2% of the total outstanding shares, in each case, assuming no redemptions, 50% redemptions, 75% redemptions, 90% redemptions and maximum redemptions. Cantor Fitzgerald is not an affiliate of any of the HCM Initial Shareholders.

Q.

What are the possible sources and the extent of dilution that the Public Shareholders that elect not to redeem their shares will experience in connection with the Business Combination?

A.

After the completion of the Business Combination, Public Shareholders will own a significantly smaller percentage of the combined company than they currently own of HCM. Consequently, Public Shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in HCM.

(1)

Excludes 1,250,000 Vendor Participation Shares.

(2)

Includes 1,250,000 Vendor Participation Shares in addition to Trust Shares.

(3)

Excludes 10,500,000 HCM Private Placement Warrants that the Sponsor has agreed to forfeit in connection with the Closing of the Business Combination pursuant to the Sponsor Support Agreement.

(4)

Such HCM Public Warrants shares have an aggregate market value of approximately $   based on the closing price of HCM Public Warrants of $   on Nasdaq on   , 2024, the record date for the Extraordinary Meeting.

(5)

Such HCM Private Placement Warrants shares have an aggregate market value of approximately $   based on the closing price of HCM Public Warrants of $   on Nasdaq on   , 2024, the record date for the Extraordinary Meeting.

(6)

In each redemption scenario, the per share pro forma equity value of the shares will be $10.00 equivalent to Ps.$193.62.

(7)

The per share pro forma book value of the shares is based on the pro forma book value of equity at Closing.

Q.

Who will be the officers and directors of PubCo if the Business Combination is consummated?

A.

It is anticipated that, at the Closing, PubCo’s board of directors will be composed of seven members, including Shawn Matthews, Elias Sacal Cababie, Marcos Sacal Cohen, David James Galan, Keith Graeme Edelman, Joanne Faye Sonin, and Patrick Joseph Goulding. See the section entitled “Management of PubCo after the Business Combination” for additional information.

Q.

What conditions must be satisfied to complete the Business Combination?

A.

There are a number of closing conditions in the Business Combination Agreement, including, without limitation, that HCM Holders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “The Business Combination Agreement.”

Q.

What happens if I sell my HCM Ordinary Shares before the Extraordinary Meeting?

A.

If you transfer your HCM Ordinary Shares after the record date, but before the Extraordinary Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the

Q.

What vote is required to approve the proposals presented at the Extraordinary Meeting?

A.

The approval of Proposal 1 (The Business Combination Proposal) requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of all outstanding HCM Ordinary Shares entitled to vote thereon at the Extraordinary Meeting and who actually vote at the Extraordinary Meeting. Accordingly, an HCM Holder’s failure to vote by proxy or in person at the Extraordinary Meeting or to instruct its broker how to vote, or an abstention from voting whilst considered present for the purposes of establishing a quorum, will have not counted as a vote cast at the Extraordinary Meeting.

Q.

May HCM, the Sponsor or HCM’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.

In connection with the shareholder vote to approve the proposals, HCM and its affiliates may privately negotiate transactions to purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon consummation of the Business Combination. There is no limit on the number of public shares our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. Any such privately negotiated purchases would be effected at a purchase price that is no higher than the per share pro rata portion of the Trust Account. However, our Sponsor, directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. While they have no current plans to do so, the Sponsor, HCM’s directors, officers or advisors, or their affiliates reserve the right to purchase shares in privately negotiated transactions from HCM Holders who have already elected to exercise their redemption rights, in which event such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such transaction would be separately negotiated at the time of the transaction. The consideration for any such transaction would consist of cash and/or HCM Ordinary Shares owned by the Sponsor and/or HCM’s directors, officers, advisors, or their affiliates. The purpose of these purchases would be to increase the amount of cash available to HCM for use in the Business Combination. None of HCM, the Sponsor or HCM’s directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any purchases by our Sponsor, HCM’s directors and officers, Murano or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in

Q.

How many votes do I have at the Extraordinary Meeting?

A.

HCM Holders are entitled to one vote at the Extraordinary Meeting for each HCM Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 14,141,906 outstanding HCM Ordinary Shares, including 9,987,500 HCM Ordinary Shares held by the Sponsor and an aggregate of 75,000 HCM Class B Ordinary Shares held by HCM’s independent directors. HCM Warrants and HCM Units do not entitle their holders to vote.

Q.

How will the Sponsor, directors and officers vote?

A.

In connection with HCM’s IPO, HCM entered into agreements with its officers and directors, and the Sponsor, pursuant to which each agreed to vote their HCM Ordinary Shares in favor of Proposal 1 (The Business Combination Proposal). Such officers and directors and the Sponsor, who combined currently own approximately 86% of the outstanding HCM Ordinary Shares, have agreed to vote their HCM Ordinary Shares, as well as any HCM Ordinary Shares they may purchase prior to the Extraordinary Meeting, in favor of the proposals. As a result, HCM would not require any additional votes in favor of such proposals in order to have the Business Combination Proposal, the Merger Proposal, the Charter Proposal, and Meeting Adjournment Proposal approved.

Q.

What interests do HCM’s current officers and directors have in the Business Combination?

A.

HCM’s directors and executive officers have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include the following:

•

The Sponsor beneficially owns 9,987,500 Founder Shares, all of which are beneficially owned by our Chairman and Chief Executive Officer, and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. The Sponsor paid an aggregate of $25,000 (or $0.003 per share) for its Founder Shares. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to transfer 1,250,000 Vendor Participation Shares for cost in connection with the Closing of the Business Combination and following such transfer expects to beneficially own 8,737,500 PubCo Ordinary Shares, which shares would have an aggregate market value of approximately $   based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For the Sponsor, aggregate value at risk if HCM does not complete a business combination could be as much as approximately $98.1 million (based upon the closing price of $11.23 per HCM Class A Ordinary Share on January 19, 2024, the most recent practicable date prior to the date of this proxy statement/ prospectus, and after giving effect to the transfer of 1,250,000 Vendor Participation Shares).

•

Messrs. Steven Bischoff, David Goldfarb, and Jacob Loveless, the independent directors of HCM, each beneficially own 25,000 Founder Shares and such shares would become worthless if HCM does not complete a business combination within the applicable time period, as such HCM Initial Shareholders have waived any right to liquidation proceeds with respect to these shares. Such Founder Shares have an aggregate market value of approximately $   for each independent director based on the closing price of HCM Ordinary Shares of $   on Nasdaq on   , the record date for the Extraordinary Meeting. For

•

HCM’s directors will not receive reimbursement for the out-of-pocket expenses ($0.00 as of the date hereof) incurred by them on HCM’s behalf incident to identifying, investigating and consummating a business combination, unless a business combination is consummated.

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The Sponsor and its affiliates can earn a positive rate of return on their investments, even if the Public Shareholders experience a negative rate of return on their investments in HCM and PubCo, as the Sponsor has purchased 9,987,000 Founder Shares for an aggregate of $25,000 (or $0.003 per share), 1,250,000 of which the Sponsor has agreed to transfer to certain vendors of Murano in connection with the Closing of the Business Combination.

•

The Sponsor has made loans from time to time to HCM to fund certain working capital deficiencies, capital requirements or finance transaction costs in connection with a Business Combination. On April 21, 2023, HCM issued a $3,000,000 promissory note to its Sponsor (the “Working Capital Note”). The Sponsor paid for monthly extensions into the Trust Account in the amount of $142,779 on each of April 21, 2023, May 23, 2023, June 21, 2023, July 24, 2023, August 23, 2023, September 21, 2023, October 23, 2023, November 21, 2023 and December 20, 2023. Each such payment is considered a working capital loan from the Sponsor pursuant to the Working Capital Note. In addition, as of October 18, 2023, the Sponsor had loaned HCM an aggregate amount of $550,000 for working capital purposes, which has not been deposited into the Trust Account. The Working Capital Note does not bear interest and shall be payable in full upon the consummation of an initial business combination. As of January 22, 2024, there was $1,865,012 in borrowings outstanding under the Working Capital Note.

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Mr. Shawn Matthews is expected to continue as a director of PubCo if the Business Combination is completed.

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Because HCM has certain provisions in its organizational documents that waive the corporate opportunities doctrine on an ongoing basis, HCM’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to HCM. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in HCM’s organizational documents did not, to our knowledge, impact our search for an acquisition target or prevent us from reviewing any opportunities as a result of such waiver.

•

HCM would be unable to indemnify its current directors and officers or continue to provide directors’ and officers’ liability insurance if the Business Combination is not completed.

Q.

Do I have redemption rights?

A.

If you are a Public Shareholder, you may redeem all or a portion of your Public Shares for cash upon consummation of the Business Combination. The per share redemption price will be equal to the aggregate

Q.

Will how I vote affect my ability to exercise redemption rights?

A.

No. You may exercise your redemption rights whether you vote your HCM Ordinary Shares for or against Proposal 1 (The Business Combination Proposal), Proposal 2 (The Merger Proposal), Proposal 3 (The Charter Proposal) or any other proposal described in this proxy statement/prospectus, abstain from voting or do not vote your shares. As a result, the proposals can be approved by shareholders who will redeem their HCM Ordinary Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their HCM Ordinary Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q.

How do I exercise my redemption rights?

A.

In order to exercise your redemption rights, you must, prior to    p.m. Eastern time on   , 2024 (two Business Days before the Extraordinary Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, HCM’s transfer agent, that HCM redeem your HCM Ordinary Shares for cash, and (ii) tendering or delivering your shares to HCM’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). Your request should be submitted to the transfer agent at the following address:

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A.

The receipt of cash by a U.S. holder (as defined in the section entitled the caption “Material U.S. Federal Income Tax Considerations”) of HCM Ordinary Shares in redemption of such shares will generally be a taxable transaction for U.S. federal income tax purposes. It is also possible that a redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of public shares that the U.S. holder owns or is deemed to own. For a detailed discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the sections entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Redemption of HCM Ordinary Shares” and “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination— Redemption of HCM Ordinary Shares”.

Q.

What are the material U.S. federal income tax consequences of the Business Combination to me?

A.

Material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/prospectus is not a complete analysis or description of all of the possible U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

Q:

Do appraisal rights exist with respect to the proposed Business Combination?

A:

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and our board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay HCM Holders who properly exercise their redemption rights, and any remaining balance will be released to PubCo to be used for general corporate purposes following the Business Combination.

Q:

What happens if the Business Combination is not consummated?

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights. In addition, the Business Combination will not be consummated if the Business Combination Proposal is not approved or the other conditions to closing are not satisfied or waived.

Q:

When is the Business Combination expected to be completed?

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

Q:

What do I need to do now?

A:

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:

How do I vote?

A:

If you were a holder of record of HCM Ordinary Shares on   , 2024, the record date for the Extraordinary Meeting, you may vote by telephone, online or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary Meeting and vote online, obtain a proxy from your broker, bank or nominee.

Q:

What will happen if I abstain from voting or fail to vote at the Extraordinary Meeting?

A:

At the Extraordinary Meeting, HCM will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will not count as a vote cast at the Extraordinary Meeting.

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:

If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Extraordinary Meeting.

Q.

Do I need to attend the Extraordinary Meeting to vote my shares?

A.

No. You are invited to attend the Extraordinary Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary Meeting to vote your shares. Instead, you may submit your proxy by telephone, online or by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. HCM encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.

If I am not going to attend the Extraordinary Meeting virtually by telephone or online, should I vote by proxy instead?

A.

Yes. After carefully reading and considering the information contained in (and incorporated by reference into) this proxy statement/prospectus, please vote by telephone or online, or submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, your shares will be counted for purposes of determining the presence of a quorum at the Extraordinary Meeting but will not count as a vote cast as the Extraordinary Meeting. However, in no event will your broker’s failure to vote your shares have the effect of exercising your redemption rights, which may only be exercised as described in the section entitled “The Extraordinary Meeting of HCM Holders — Redemption Rights.”

Q.

May I change my vote after I have voted by proxy?

A.

Yes. If you vote by telephone or online, only your latest telephone or online proxy that is timely submitted prior to the meeting will be counted. If you vote by signing and returning a proxy card, you may change your vote by completing a new proxy card with a later date. You may also revoke your proxy and change your vote by virtually attending the meeting and voting online. You also may revoke your proxy by sending a notice of revocation to Morrow Sodali Global LLC at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, provided such revocation is received prior to the vote at the Extraordinary Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change or revoke your vote.

Q.

What should I do if I receive more than one set of voting materials?

A.

If you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered

Q.

What is the quorum requirement for the Extraordinary Meeting?

A.

A quorum will be present at the Extraordinary Meeting if the holders of a majority of the HCM Ordinary Shares are present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative.

Q.

What happens to HCM Warrants I hold if I vote my HCM Ordinary Shares against approval of Proposal 1 (The Business Combination Proposal), Proposal 2 (The Merger Proposal), or Proposal 3 (The Charter Proposal), and/or validly exercise my redemption rights with respect to my HCM Ordinary Shares?

A.

Regardless of how, or whether, you vote, if the Business Combination is completed, all of your HCM Warrants will convert into PubCo Warrants as described in this proxy statement/prospectus, even if you redeem your HCM Ordinary Shares for cash. If the Business Combination is not completed, you will continue to hold your HCM Warrants, and if HCM does not otherwise consummate an initial business combination within the Extension Period or amend the HCM Charter to further extend the date by which HCM must consummate an initial business combination, HCM will be required to liquidate and dissolve, and your warrants will expire worthless.

Q.

What happens to HCM Units I hold if I vote my HCM Ordinary Shares against approval of the Business Combination Proposal and/or validly exercise my redemption rights?

A.

Regardless of how you vote and in connection with the consummation of the Business Combination and immediately prior to the Effective Time, the HCM Units will automatically separate into their component parts and holders of HCM Units will receive one PubCo Ordinary Share for each Ordinary Share and one PubCo Warrant for each SPAC Warrant. If you redeem your HCM Ordinary Shares for cash, and still hold other HCM Units, the HCM Units will be converted into PubCo Ordinary Shares and PubCo Warrants as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your HCM Units, and if HCM does not otherwise consummate an initial business combination within the Extension Period or amend the HCM Charter to further extend the date by which HCM must consummate an initial business combination, HCM will be required to liquidate and dissolve, and you will receive the corresponding pro rata amount from the Trust Account that corresponds to the HCM Ordinary Shares components of the HCM Units that you hold.

Q.

Who will solicit and pay the cost of soliciting proxies?

A.

HCM will pay the cost of soliciting proxies for the Extraordinary Meeting. HCM has engaged Morrow Sodali Global LLC to assist in the solicitation of proxies for the Extraordinary Meeting. HCM has agreed to pay Morrow Sodali Global LLC a fee of $  . HCM will reimburse Morrow Sodali Global LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali Global LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. HCM also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of HCM Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of HCM Ordinary Shares and in obtaining voting instructions from those owners. HCM’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.

Who can help answer my questions?

A.

If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, or the proxy cards you should contact HCM’s proxy solicitor at: