Murano PV, S.A. DE C.V. entered into an agreement to acquire HCM Acquisition Corp (NasdaqGM:HCMA) from Elías Sacal Cababie, HCM Investor Holdings,LLC, ES Agrupación, S.A. de C.V. and others in a reverse merger transaction on March 13, 2023. The transaction values Murano at a pro forma enterprise value of $810 million, assuming a value of $10 per share and approximately 85% redemptions. Upon the closing of the transaction, the combined company will do business under the name Murano Group Hospitality. The transaction is subject to customary closing conditions, including approval of the shareholders of HCM, approval of board of directors of both companies, completion of the reorganization in accordance with the Agreement, the approval of the Listing by Nasdaq, Lock-Up Agreement and the Federal Economic Competition Commission. The Boards of Directors of Murano and HCM have each unanimously approved this transaction. As of March 17, 2023, the extraordinary meeting will be held on April 19, 2023. The transaction is expected to close by the end of the third quarter of 2023.

Kevin E. Manz, Timothy P. FitzSimons, Jonathan Talansky and Savannah Padgett of King & Spalding acted as legal advisor to HCM Acquisition. Arturo Perdomo J. and Roxana Schäfer of Galicia Abogados acted as legal advisor to HCM Acquisition. Michell Nader Schekaibán and Julián J. Garza Castañeda of Nader, Hayaux & Goebel acted as legal advisor to Murano. Hugo F. Triaca of Clifford Chance acted as legal advisor to Murano. Cohen & Co. Capital Markets acted as financial advisor and Capital Markets Advisor acted as consultant to HCM. Continental Stock Transfer & Trust Company acted as transfer agent to HCM Acquisition. Morrow Sodali LLC acted as proxy solicitor to HCM Acquisition. HCM Acquisition has agreed to pay Morrow Sodali a fee of $25,000. Michel van Agt and Vincent van der Lans of Loyens & Loeff N.V. acted as legal advisors to HCM Acquisition.