MRNO 6-K
Murano Global Investments Plc (MRNO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2026
Commission File Number: 001-41985
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Murano Global Investments PLC
(Exact name of Registrant as Specified in its Charter)
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Not Applicable
(Translation of registrant’s name into English)
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25 Berkeley Square
London W1J 6HN
United Kingdom
(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form 20-F
☐ Form 40-F
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Contents
On August 14, 2026, Murano Global Investments PLC issued a press release announcing the expiration and final results of the previously announced offer to exchange any and all of the outstanding aggregate principal amount of the 11.000% Senior Secured Notes due 2031 (the “Existing Notes”) of Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, solely in its capacity as Issuer Trustee (fiduciario) under the Irrevocable Issuing, Administration, Payment and Guaranty Trust Agreement No. CIB/4323 (the “Issuer Trust”), for Fixed Rate Senior Secured Notes due 2032 (the "New Notes"), and the concurrent consent solicitation with respect to the Existing Notes indenture. A copy of the press release is furnished as Exhibit 1 to this Report on Form 6-K.
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 1 | Press Release. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Murano Global Investments PLC | ||
|---|---|---|
| (Registrant) | ||
| Date: August 14, 2026 | By: | /s/ Oscar Jazmani Mendoza Escobar |
| Name: Oscar Jazmani Mendoza Escobar | ||
| Title: Chief Financial Officer |
Exhibit 1
BANCO MULTIVA, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO MULTIVA, SOLELY IN ITS CAPACITY AS ISSUER TRUSTEE (FIDUCIARIO) UNDER THE IRREVOCABLE ISSUING, ADMINISTRATION, PAYMENT AND GUARANTY TRUST AGREEMENT NO. CIB/4323 ANNOUNCES EXPIRATION AND FINAL RESULTS OF THE EXCHANGE OFFER AND CONSENT SOLICITATION FOR ITS 11.000% SENIOR NOTES DUE 2031
Mexico City, Mexico – August 14, 2026 – Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, solely in its capacity as Issuer Trustee (fiduciario) under the Irrevocable Issuing, Administration, Payment and Guaranty Trust Agreement No. CIB/4323 (Contrato de fideicomiso irrevocable de emisión, administración, pago y garantía no. CIB/4323), (the “Issuer Trust”), announces the expiration and final results of its previously announced offer to exchange (the “Exchange Offer”) any and all of its outstanding U.S.$303,000,000 aggregate principal amount of 11.000% Senior Secured Notes due 2031 (the “Existing Notes”) for its Fixed Rate Senior Secured Notes due 2032 (the “New Notes”), and the related consent solicitation to amend and restate the indenture governing the Existing Notes (the “Consent Solicitation”). The Exchange Offer and the Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in an exchange offering memorandum and consent solicitation statement dated July 14, 2026 (as supplemented and amended, the “Exchange Offering Memorandum”). Capitalized terms used but not defined in this press release have the meanings given to them in the Exchange Offering Memorandum.
EXPIRATION AND FINAL RESULTS
The Exchange Offer and the Consent Solicitation expired at 5:00 p.m. (New York City time) on August 11, 2026 (the “Expiration Date”). Based on information provided by D.F. King & Co., Inc., the Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation, no additional Existing Notes were validly tendered after the Early Tender Deadline and prior to the Expiration Date.
Accordingly, the final results of the Exchange Offer and the Consent Solicitation remain unchanged from those previously announced as of the Early Tender Deadline: Eligible Holders holding U.S.$301,994,340 in aggregate principal amount of the Existing Notes, representing approximately 99.67% of the aggregate principal amount of the Existing Notes then outstanding, validly tendered their Existing Notes and delivered their consents to the Proposed Amendments, and such Existing Notes were accepted and exchanged for New Notes on the Early Settlement Date, as previously announced. Because no Existing Notes were validly tendered after the Early Tender Deadline, there will be no Final Settlement.
As previously announced, the Issuer Trust received the Requisite Consents to the Proposed Amendments, and on August 4, 2026, the Issuer Trust, the Operator Guarantor, the Subsidiary Guarantors, the Parent Guarantor and the Indenture Trustee executed the Supplemental Indenture implementing the Proposed Amendments. As a result, the indenture governing the Existing Notes has been amended and restated in its entirety, substantially all of the restrictive covenants and events of default under such indenture have been eliminated, and all security interests and guarantees formerly securing the Existing Notes have been released, terminated and discharged.
REMAINING EXISTING NOTES
Approximately 0.33% of the aggregate principal amount of the Existing Notes remains outstanding and was not tendered in the Exchange Offer. Holders of such remaining Existing Notes now hold unsecured, unguaranteed obligations of the Issuer Trust with limited remaining protections, as substantially all of the restrictive covenants and events of default under the indenture governing the Existing Notes have been eliminated and all security interests and guarantees formerly securing the Existing Notes have been released.
The Issuer Trust reserves the right, subject to the terms and conditions of the New Notes Indenture, from time to time, to purchase, exchange, or redeem any Existing Notes that were not tendered in the Exchange Offer and Consent Solicitation, through open market purchases, in privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as the Issuer Trust may determine or negotiate. Any such purchases or redemptions will depend on various factors existing at that time.
Neither the Exchange Offering Memorandum nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Exchange Offering Memorandum or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Any questions or requests for assistance or copies of the Exchange Offering Memorandum or related documents may be directed to the Exchange and Information Agent at its telephone number or website set forth below.
The Exchange Agent and Information Agent for the Exchange Offer and the Consent Solicitation is:
D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor New York, NY 10005
Banks and Brokers Call: (646) 741-7227 Toll-Free: (800) 676-7437 Email: [email protected] Website: www.dfking.com/murano
About Murano
Murano is a luxury hospitality and real estate development group operating in Mexico with a portfolio of large-scale luxury hotel and residential condominium developments owned, developed, and operated by affiliates of Murano Global Investments PLC.
THIS PRESS RELEASE IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY. THIS ANNOUNCEMENT IS ALSO NOT A SOLICITATION OF CONSENTS TO ANY PROPOSED AMENDMENTS. NO RECOMMENDATION IS MADE AS TO WHETHER ELIGIBLE HOLDERS OF THE EXISTING NOTES SHOULD TENDER THEIR EXISTING NOTES OR DELIVER CONSENTS TO THE PROPOSED AMENDMENTS.
Important Notice Regarding Forward-Looking Statements:
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward-looking statements. The words “expect”, “believe”, “estimate”, “intend”, “plan” and similar expressions, when related to the Murano Group and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry, and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made, and the Murano Group undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.