Murano Global Investments Plc 6-K, filed Dec 30, 2025
Murano Global Investments Plc (MRNO)
6-K
2025-12-30
For: 2025-12-30
View Original
Added on
April 08, 2026
About this 6-K
Murano Global Investments Plc filed this 6-K on December 30, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: December 2025
Commission File Number: 001-41985
Murano Global Investments PLC
(Exact name of Registrant as Specified in its Charter)
Not Applicable
(Translation of registrant’s name into English)
25 Berkeley Square
London W1J 6HN
United Kingdom
(Address of principal executive offices)
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
Contents
MURANO GLOBAL INVESTMENTS PLC hereby submits certain financial information concerning its subsidiaries, including unaudited interim financial statements for the period ended September 30, 2025.
Exhibit Index
|
Exhibit
No.
|
Description
|
|
|
Condensed Interim Consolidated Financial Statements of Murano PV, S.A. de C.V. and subsidiaries as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024.
|
||
|
Condensed Interim Financial Statements of Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 as of September 30, 2025, and for the nine-month period ended September
30, 2025.
|
||
|
Condensed Interim Financial Statements of Fideicomiso Murano 2000 No. CIB/3001 as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024.
|
||
|
Condensed Interim Financial Statements of Fideicomiso Irrevocable de Administración No. CIB/3224 as of September 30, 2025 and for the nine-month period ended September 30, 2025.
|
||
|
Condensed Interim Financial Statements of Operadora Hotelera GI, S.A. de C.V. as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024.
|
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: December 30, 2025
|
By:
|
/s/ Oscar Jazmani Mendoza Escobar
|
|
Name: Oscar Jazmani Mendoza Escobar
|
||
|
Title: Chief Financial Officer
|
||
Exhibit 99.1
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated Financial Statements as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024
Murano PV, S.A. de C.V. and Subsidiaries
Condensed Interim Consolidated Financial Statements for 2025 and 2024
|
Table of contents
|
Page
|
|
Condensed Interim Consolidated Statements of Financial Position
|
3
|
|
Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income
|
4
|
|
Condensed Interim Consolidated Statements of Change in Stockholders’ Equity
|
5
|
|
Condensed Interim Consolidated Statements of Cash Flows
|
6
|
|
Notes to Condensed Interim Consolidated Financial Statements
|
7 - 27
|
2
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated Statements of Financial Position
As of September 30, 2025 and December 31, 2024
(Mexican pesos)
|
Notes
|
September 30,
2025
|
December 31,
2024
|
||||||||||
|
Assets
|
||||||||||||
|
Current Assets:
|
||||||||||||
|
Cash and cash equivalents and restricted cash
|
3
|
$
|
271,788,077
|
$
|
969,455,648
|
|||||||
|
Trade receivables
|
47,392,329
|
64,514,013
|
||||||||||
|
VAT receivable
|
395,888,509
|
366,382,356
|
||||||||||
|
Other receivables
|
31,939,546
|
29,974,125
|
||||||||||
|
Due from related parties
|
4
|
10,028,998
|
-
|
|||||||||
|
Prepayments
|
15,928,265
|
36,440,784
|
||||||||||
|
Inventories
|
14,714,570
|
11,463,374
|
||||||||||
|
Total current assets
|
787,680,294
|
1,478,230,300
|
||||||||||
|
Property, construction in process and equipment, net
|
5
|
18,856,478,404
|
18,813,108,402
|
|||||||||
|
Investment property
|
6
|
1,340,000,000
|
1,340,000,000
|
|||||||||
|
Right of use assets, net
|
162,084,648
|
200,165,708
|
||||||||||
|
Guarantee deposits
|
20,341,319
|
18,753,039
|
||||||||||
|
Total non-current assets
|
20,378,904,371
|
20,372,027,149
|
||||||||||
|
Total assets
|
$
|
21,166,584,665
|
$
|
21,850,257,449
|
||||||||
|
Liabilities and Stockholders’ Equity
|
||||||||||||
|
Current Liabilities:
|
||||||||||||
|
Current instalments of long-term debt
|
7
|
$
|
9,014,595,682
|
$
|
3,481,380,489
|
|||||||
|
Trade accounts payable and accumulated expenses
|
591,908,483
|
527,437,126
|
||||||||||
|
Advance customers
|
144,269,028
|
23,459,478
|
||||||||||
|
Due to related parties
|
4
|
44,679,984
|
120,634,508
|
|||||||||
|
Lease liabilities
|
49,428,673
|
46,051,658
|
||||||||||
|
Income tax payable
|
6,569,761
|
10,665,198
|
||||||||||
|
Employees’ statutory profit sharing
|
4,472,318
|
2,601,529
|
||||||||||
|
Total current liabilities
|
9,855,923,929
|
4,212,229,986
|
||||||||||
|
Non-current Liabilities:
|
||||||||||||
|
Long-term debt, excluding current instalments
|
7
|
1,549,300,583
|
7,692,819,937
|
|||||||||
|
Due to related parties, excluding current portion
|
4
|
150,157,378
|
73,837,080
|
|||||||||
|
Lease liabilities, excluding current portion
|
127,497,530
|
160,662,668
|
||||||||||
|
Employee benefits
|
13,425,504
|
10,175,001
|
||||||||||
|
Other liabilities
|
79,388,521
|
86,311,531
|
||||||||||
|
Deferred tax liabilities
|
4,164,603,080
|
4,200,798,599
|
||||||||||
|
Total non-current liabilities
|
6,084,372,596
|
12,224,604,816
|
||||||||||
|
Total liabilities
|
15,940,296,525
|
16,436,834,802
|
||||||||||
|
Stockholders’ Equity
|
||||||||||||
|
Common stock
|
11
|
900,052,000
|
900,052,000
|
|||||||||
|
Accumulated deficit
|
(4,020,802,988
|
)
|
(3,833,668,481
|
)
|
||||||||
|
Other comprehensive income
|
8,347,039,128
|
8,347,039,128
|
||||||||||
|
Total Stockholders’ Equity
|
5,226,288,140
|
5,413,422,647
|
||||||||||
|
Total Liabilities and Stockholders’ Equity
|
$
|
21,166,584,665
|
$
|
21,850,257,449
|
||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
3
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine-month periods ended
September 30,
|
||||||||||||
|
Notes
|
2025
|
2024
|
||||||||||
|
Revenue
|
8
|
$
|
797,545,391
|
$
|
326,883,115
|
|||||||
|
Direct and selling, general and administrative expenses:
|
||||||||||||
|
Employee benefits
|
295,076,379
|
163,180,562
|
||||||||||
|
Food & beverage and service cost
|
129,808,360
|
40,019,342
|
||||||||||
|
Sales commissions
|
25,764,607
|
18,653,053
|
||||||||||
|
Management fees to hotel operators
|
33,956,509
|
9,311,339
|
||||||||||
|
Depreciation and amortization
|
216,296,139
|
168,634,825
|
||||||||||
|
Property tax
|
7,050,199
|
3,954,343
|
||||||||||
|
Professional fees
|
104,215,649
|
59,539,738
|
||||||||||
|
Administrative services
|
41,173,081
|
11,969,004
|
||||||||||
|
Maintenance and conservation
|
46,147,855
|
28,264,703
|
||||||||||
|
Utility expenses
|
49,465,956
|
45,624,227
|
||||||||||
|
Advertising
|
48,270,854
|
37,629,418
|
||||||||||
|
Donations
|
5,550,220
|
3,602,550
|
||||||||||
|
Insurance
|
36,682,288
|
6,717,842
|
||||||||||
|
Software
|
930,176
|
1,613,078
|
||||||||||
|
Cleaning and laundry
|
6,373,469
|
6,988,468
|
||||||||||
|
Supplies and equipment
|
548,082
|
9,929,736
|
||||||||||
|
Bank fees
|
28,858,525
|
13,131,863
|
||||||||||
|
Other costs
|
83,060,678
|
51,399,371
|
||||||||||
|
Total direct and selling, general and administrative expenses
|
1,159,229,026
|
684,163,462
|
||||||||||
|
Other income
|
9
|
10,740,275
|
13,685,565
|
|||||||||
|
Other expenses
|
(18,139
|
)
|
(17,328
|
)
|
||||||||
|
Exchange rate income (loss), net
|
1,134,448,160
|
(1,175,386,225
|
)
|
|||||||||
|
Changes in fair value of financial derivative instruments
|
-
|
(48,154,013
|
)
|
|||||||||
|
Interest income
|
14,566,602
|
25,266,827
|
||||||||||
|
Interest expense
|
(1,016,200,456
|
)
|
(336,433,258
|
)
|
||||||||
|
Loss before income taxes
|
(218,147,193
|
)
|
(1,878,318,779
|
)
|
||||||||
|
Income taxes
|
10
|
(31,012,686
|
)
|
(87,540,048
|
)
|
|||||||
|
Net loss for the period
|
$
|
(187,134,507
|
)
|
$
|
(1,790,778,731
|
)
|
||||||
|
Total comprehensive loss of the period
|
$
|
(187,134,507
|
)
|
$
|
(1,790,778,731
|
)
|
||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
4
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated Statements of Changes in Stockholders’ Equity
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
Other Comprehensive Income
|
||||||||||||||||||||||||||||
|
Note
|
Common stock
|
Accumulated
Deficit
|
Revaluation of
property,
construction in
process and
equipment net of
deferred income
tax
|
Remeasurement
of net defined
benefit liability
net of deferred
income tax
|
Other
comprehensive
income
|
Total
|
||||||||||||||||||||||
|
Consolidated balance as of January 1, 2024
|
$
|
16,413,928
|
$
|
16,756,275
|
$
|
-
|
$
|
$
|
257,286,034
|
$
|
290,456,237
|
|||||||||||||||||
|
Reimbursements of net parent investment
|
(16,363,928
|
)
|
-
|
-
|
-
|
-
|
(16,363,928
|
)
|
||||||||||||||||||||
|
Capital restructuring
|
2.b.2
|
900,002,000
|
(1,366,593,480
|
)
|
8,114,123,261
|
(1,462,455
|
)
|
(257,286,034
|
)
|
7,388,783,292
|
||||||||||||||||||
|
Comprehensive loss for the period
|
-
|
(1,790,778,731
|
)
|
-
|
-
|
(1,790,778,731
|
)
|
|||||||||||||||||||||
|
Consolidated balance as of September 30, 2024
|
900,052,000
|
(3,140,615,936
|
)
|
8,114,123,261
|
(1,462,455
|
)
|
-
|
5,872,096,870
|
||||||||||||||||||||
|
Consolidated balance as of January 1, 2025
|
900,052,000
|
(3,833,668,481
|
)
|
8,348,489,973
|
(1,450,845
|
)
|
-
|
5,413,422,647
|
||||||||||||||||||||
|
Comprehensive loss for the period
|
-
|
(187,134,507
|
)
|
-
|
(187,134,507
|
)
|
||||||||||||||||||||||
|
Consolidated balance as of September 30, 2025
|
$
|
900,052,000
|
$
|
(4,020,802,988
|
)
|
$
|
8,348,489,973
|
$
|
(1,450,845
|
)
|
$
|
-
|
$
|
5,226,288,140
|
||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
5
Murano PV, S. A. de C. V. and Subsidiaries
Condensed Interim Consolidated Statements of Cash Flows
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Loss before income taxes
|
$
|
(218,147,193
|
)
|
$
|
(1,878,318,779
|
)
|
||
|
Adjustments for:
|
||||||||
|
Depreciation of property, construction in process and equipment
|
178,215,080
|
144,466,798
|
||||||
|
Depreciation of right of use assets
|
38,081,059
|
24,168,027
|
||||||
|
Amortization of costs to obtain loans and commissions
|
22,110,412
|
51,672,524
|
||||||
|
Valuation of financial derivative instruments
|
-
|
48,154,013
|
||||||
|
Interest expense
|
1,002,016,848
|
324,925,108
|
||||||
|
Interest expense lease liability
|
14,467,091
|
11,508,150
|
||||||
|
Interest income
|
(14,566,602
|
)
|
(25,266,827
|
)
|
||||
|
Effect on changes in foreign exchange rates
|
(1,154,203,886
|
)
|
1,241,369,290
|
|||||
|
(132,027,191
|
)
|
(57,321,696
|
)
|
|||||
|
Changes in:
|
||||||||
|
Increase in VAT
|
(29,506,153
|
)
|
(53,545,560
|
)
|
||||
|
Decrease (increase) decrease in trade receivables
|
17,121,684
|
(28,685,817
|
)
|
|||||
|
(Increase) decrease in other receivable
|
(1,965,421
|
)
|
4,416,746
|
|||||
|
Decrease (increase) in prepayments
|
20,512,519
|
(6,055,702
|
)
|
|||||
|
Increase in inventory
|
(3,251,196
|
)
|
(5,269,959
|
)
|
||||
|
Increase (decrease) in other assets
|
(1,588,280
|
)
|
20,012,145
|
|||||
|
Increase in trade payables and taxes
|
182,628,624
|
194,477,020
|
||||||
|
Increase in employee benefits
|
3,250,503
|
838,846
|
||||||
|
(Decrease) increase in other liabilities
|
(6,923,010
|
)
|
22,787,742
|
|||||
|
Increase (decrease) in employees’ statutory profit sharing
|
1,870,789
|
(305,701
|
)
|
|||||
|
Income tax paid
|
(6,625,928
|
)
|
(4,900,757
|
)-
|
||||
|
Net cash flows from operating activities
|
43,496,940
|
86,447,307
|
||||||
|
Cash flows used in investing activities:
|
||||||||
|
Acquisitions of property, construction in process and equipment
|
(221,585,082
|
)
|
(809,715,588
|
)
|
||||
|
Loans (granted to) collected from related parties, net
|
(10,028,998
|
)
|
88,471,533
|
|||||
|
Interest collected
|
14,566,602
|
102,679,670
|
||||||
|
Net cash flows used in investing activities
|
(217,047,478
|
)
|
(618,564,385
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Loan proceeds
|
558,796,971
|
6,405,897,293
|
||||||
|
Loan payments to third parties
|
(358,873,820
|
)
|
(5,086,088,974
|
)
|
||||
|
Borrowing cost paid
|
-
|
(225,026,349
|
)
|
|||||
|
Loans received from related parties
|
123,407,734
|
350,861,986
|
||||||
|
Loan payments to related parties
|
(110,390,886
|
)
|
(50,988,710
|
)
|
||||
|
Payments of leasing liabilities
|
(44,255,213
|
)
|
(30,495,229
|
)
|
||||
|
Interest paid
|
(692,801,819
|
)
|
(307,820,977
|
)
|
||||
|
Net cash flows (used in) from financing activities
|
(524,117,033
|
)
|
1,056,339,040
|
|||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(697,667,571
|
)
|
524,221,962
|
|||||
|
Cash and cash equivalents and restricted cash received in capital restructuring
|
-
|
155,090,971
|
||||||
|
Cash and cash equivalents and restricted cash at the beginning of the period
|
969,455,648
|
812,867
|
||||||
|
Cash and cash equivalents and restricted cash at the end of the period
|
$
|
271,788,077
|
$
|
680,125,800
|
||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
6
Murano PV, S. A. de C. V. and Subsidiaries
Notes to the Condensed Interim Consolidated Financial Statements
As of September 30, 2025 and December 31, 2024 and
for the nine-month periods ended September 30, 2025 and 2024
(Amounts in Mexican pesos)
| 1. |
Reporting Entity and description of business
|
| a. |
Corporate information
|
On December 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer, and Oscar Jazmani Mendoza Escobar, Interim Global Chief Financial Officer,
authorized the issuance of these condensed interim consolidated financial statements.
Murano PV, S. A. de C. V. (the “Company” or “Murano PV”) and its subsidiaries (together referred to as the “Group”) are headquartered at F. C. de Cuernavaca 20, 12th floor, Lomas – Virreyes, Lomas de Chapultepec III Secc., Miguel Hidalgo, 11000, Mexico City. The Company is a Mexican development group with extensive experience in the structuring,
development and assessment of industrial, residential, corporate office, and hotel projects in Mexico. The Company also provides comprehensive services, including the execution, construction, management, and operation of a wide variety of
industrial, business and tourism real estate projects, among others. The Company is primarily involved in developing and managing luxury hotels in urban and beach resort destinations.
The Andaz and Mondrian Hotels, part of the Insurgentes 421 Complex Hotels in Mexico City, were fully operational with a combined capacity of 396 rooms since January 2023.
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 follows:
The GIC Complex updated strategic development pipeline is described as follows:
| I. |
Phase one will operate under two brands: (i) 400 rooms, operated under the “Vivid” brand, an adult-only brand; and (ii) 616 rooms, to be operated potentially under the “Dreams” brand, a family-friendly brand. On April 1, 2024, the Vivid
hotel began operations. The remaining rooms are expected to commence operations in 2026, see Notes 2c., 7. and 13., for additional reference about covenants compliance. The Company decided to delay the opening of Dreams, following
consultation with the hotel operator, to leverage experience from the first months of the operation of Vivid and certain improvements requested by the hotel operator. This includes property enhancements and remedial work required by the
hotel operator to adhere to the hotel operator’s global building standards, and changes to the common areas within Dreams, including more space for meetings and events. The Company is exploring strategic alternatives to complete part of
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).
|
| II. |
Phase two is consist of a total of approximately 1,254 condominiums, divided into four condominium towers. The Group’s management and board of directors are continuously evaluating the plan for phase
two of the GIC Complex.
|
7
| III. |
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 2 million passengers per year. The Group has signed an MOU with a major global cruise line operator.
|
| - |
Development of Baja Marina, 15,000 linear ft slip spaces.
|
| - |
Development of an industrial park for leasing purposes.
|
| - |
Development of Baja Retail Village for leasing purposes
|
| - |
Development of two 5-star upper-upscale resorts, one with 371 keys and a second one with 400 keys.
|
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 condensed interim
consolidated financial statements.
| b. |
Significant transactions
|
2025
| i. |
Refer to note 13 “Subsequent events” for significant transaction after September 30, 2025.
|
| ii. |
On September 12, 2025, Murano Global Investments PLC announced that Murano Group’s trust vehicle, CIBanco, S.A., Institución de Banca Múltiple (succeeded by Banco
Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, as trustee), in its capacity as fiduciario (trustee) under
the trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) did not make the scheduled interest payment due on such date in respect to the 2031 Notes. See note 13 (1) for additional defaults.
|
| iii. |
During Q2 2025, the Group initiated an enhancement to its corporate strategy focused on building a Bitcoin (BTC) Treasury while continuing to concentrate on its core operations, real estate development and the management of its hotel and
resort business in Mexico. However, as announced on September 4, 2025, and in conjunction with the corporate governance changes at Murano Global Investments PLC (its parent company), including the resignation of four members of the board
and the global Chief Financial Officer, as well as the appointment of one independent director and an interim global Chief Financial Officer, the Group decided to pause its BTC treasury initiative. This decision reflects management’s focus
on supporting the optimization of its Mexican real estate assets and the restructuring of its debt obligations. The Board believes that this approach will enhance operational efficiency and better align with the Company’s long-term
objectives.
|
| iv. |
During August 2025, Murano World entered into a new loan agreement with Exitus for US$20,403,165, Murano used the proceeds of this loan to repay the previous Exitus loan described in note 7(2), including a principal amount of
U.S.$18,194,063 and interest accrued of U.S.$2,209,102 as of June 30, 2025. The new loan term is 48 months and accrues quarterly interest at an annual rate of 15%. The loan includes a grace period for the payment of interest and principal;
interest accrued since July 1, 2025, and will be due in December 2025, and principal payments will begin on the 36th month anniversary of the loan
|
| v. |
On June 26, 2025, NAFIN waived the covenant breaches that the Company has to that date, refer to loan description in note 7 (8).
|
| vi. |
On June 18, 2025, Bancomext approved the restructuring of the Insurgentes 421 Loan described in note 7 (1).
|
8
2024
| vii. |
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The maturity of this loan is October 28, 2027. On October 28, 2024, the
Group received the tranche A and part of the tranche B, for a total amount of U.S.$54,942,059. The interest will be capitalized during the term of the loan at an interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the
second year and SOFR + 4.25% for the third year.
|
| viii. |
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see Note 7 (13)). The main uses of this financing
were to repay in full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT credit both described in Note 7 (1) and (2).
|
| ix. |
On July 30, 2024, Operadora Hotelera GI, S. A. de C. V. signed a 60-month lease agreement with Arrendadora Coppel, S.A.P.I. de C. V. for total rent payments of $40,226,116 plus 16% of VAT.
|
| x. |
On April 9, 2024, Murano PV, S. A. de C. V. signed a loan agreement with Fínamo for $100,000,000 with initial maturity in 6 months, extended on December 3, 2024 to November 5, 2025. The annual fixed interest
rate of this loan is 22%.
|
| xi. |
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 60% of the tranche C commitment, amounting to U.S. $6,000,000.00 as the assigned amount. 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.
|
| xii. |
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 7.
|
| xiii. |
The first phase of the GIC Complex commenced operations with the opening of the Vivid Hotel on April 1, 2024.
|
| xiv. |
On March 27, 2024, Murano World, S. A. de C. V. increased its credit line with Santander from U.S.$1,500,000 to U.S.$2,000,000. The total amount has been drawned down as of December 31, 2024.
|
| xv. |
On March 20, 2024, Murano Global Investments PLC, the parent entity of Murano PV, and HCM Acquisition Corp (“HCM”) completed the Amended and Restated Business Combination Agreement (“A&R BCA”). These
interim condensed consolidated financial statements do not reflect any impact derived from this transaction since the accounting and economic impacts are reflected at the Murano Global
Investments PLC level as this entity became the public company on NASDAQ since that date.
|
| xvi. |
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 the Company as an intermediate holding company of the Group in Mexico.
|
9
| 2. |
Basis of preparation
|
These condensed interim consolidated financial statements have been prepared on: (i) a consolidated basis after March 8, 2024.
| a. |
Statement of compliance
|
These condensed interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in
conjunction with the Group´s last annual consolidated financial statements as of and for the year ended December 31, 2024.
These condensed interim consolidated financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS
Accounting Standards and should be read in conjunction with the consolidated statements as of December 31, 2024 and for the period then ended (the “last annual consolidated financial statements”). However, selected explanatory notes are included
to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements.
| b. |
Basis of consolidation
|
b.1. 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 September 30, 2025 and December 31, 2024, are set out below:
|
Entity
|
Ownership
interest
|
|
Murano Management, S. A. de C. V. (“Murano Management”)
|
100.00%
|
|
Murano World, S. A. de C. V. (“Murano World”)
|
100.00%
|
|
Inmobiliaria Insurgentes 421, S. A. de C.V. (“Inmobiliaria Insurgentes 421”)
|
100.00%
|
|
Operadora Hotelera GI, S. A. de C. V. (“Operadora GIC I”)
|
100.00%
|
|
Operadora Hotelera Grand Island II, S. A. de C. V. (“Operadora GIC II”)
|
100.00%
|
|
Operadora Hotelera I421, S. A. de C. V. (“OHI421”)
|
100.00%
|
|
Operadora Hotelera I421 Premium, S. A. de C. V. (“OHI421 Premium”)
|
100.00%
|
|
Fideicomiso Murano 6000 CIB/3109 (“Insurgentes Security Trust”)
|
100.00%
|
|
Fideicomiso Murano 2000 CIB /3001 (“GIC I Trust” or “Fideicomiso Murano 2000”)
|
100.00%
|
|
Fideicomiso Murano 4000 CIB/3288 (“GIC II Trust”)
|
100.00%
|
|
Fideicomiso Murano 1000 CIB /3000
|
100.00%
|
|
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
|
100.00%
|
|
Edificaciones BVG, S. A. de C. V. (“Edificaciones BVG”)
|
100.00%
|
|
Servicios Corporativos BVG, S. A. de C.V. (“Servicios BVG”)
|
100.00%
|
b.2. Capital restructuring
On March 8, 2024, the Company underwent a restructuring to establish Murano Global Investments PLC as the parent entity of the Group and the Company 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.
10
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. The effects of this restructuring caused the Company to reimburse variable share capital in the amount of $16,363,928; increase variable share capital
by $900,002,000 resulting from a capitalization of debt of its last holding company; record an accumulated deficit of subsidiaries in the amount of $(1,366,593,480); reclassified to surplus $257,286,034 previously recognized as other comprehensive
income of subsidiaries; record $7,856,837,227 of surplus from revaluation of land and construction in progress, net of its corresponding deferred tax, as well as recognize remeasurements of defined benefit liabilities with employees in the amount
of $(1,462,455) in the Company’s various stockholders’ equity accounts.
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 8, 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 given that the entities are under common control.
Combination of entities under common control (prior to capital restructuring as described in note 2b2 above.)
Before the capital restructuring held on March 8, 2024 as described in note 2b2. above, the Company 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.
| c. |
Going concern basis
|
These condensed interim consolidated 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 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
September 30, 2025, 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 condensed
interim consolidated financial statements may be insufficient.
In addition, as of and after September 30, 2025, certain covenants have been breached as follows:
| i. |
At September 30, 2025, the debt service reserve related to the Insurgentes 421 loan with Bancomext has not been funded in accordance with the last amendment to this loan dated July 4, 2025 (amended from time to time); also the valuation
report that should be delivered to comply with the loan to value ratio of 2 to 1 as not been delivered on the second anniversary of this loan (April 2025). As of the date of the issuance of these financial statements, the Group is in breach
of this loan as described above and is planned to start discussions with the lender to potentially obtain a waiver from this breach in the short term. As of the date of issuance of these financial statements such waiver has not been
granted.
|
11
As of September 30, 2025, the outstanding amount of this loan was $1,812.5 million, and as a result of the covenant breaches described above, the loan was classified as a current liability.
| ii. |
The loan obtained with ALG described in Note 7 (5) is in breach as the Group did not pay the annual interest due in December 2025 and 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 in the amount of U.S.$20MM is classified as a current liability as of September 30, 2025.
|
| iii. |
The Company did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12,
2025, such failure constitutes an Event of Default under the Indenture governing the 2031 Notes. The Group delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera GI, and
Fideicomiso CIB 4323 after the 120 days period established in Section 4.03 of the Indenture governing the US$300MM 11.00% Senior Secured Notes due 2031 (the “2031 Notes”) issued on September 12, 2024 as described in note 7 (11). The Group
has not yet delivered the audited financial statements of the Trust 3224, which includes the mortgage over the private unit 2 of the Cancun Complex, as this trust has no operations other than the mortgage described above. The Company
expects to deliver those financial statements in the short term.
|
As the Group continues with formal discussion with the ad hoc group of the Note holders as described in Note 13 (1). Due to the breaches described above the Notes
are classified as current liability as of September 30, 2025.
| iv. |
See Notes 7 and 13 for additional details about defaults subsequent to September 30, 2025.
|
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 is in communications with each lender 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 such a restructuring plan is likely 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 condensed interim consolidated 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 September 30, 2025, and for the nine months period then ended, and for entities comprising the Group, were not appropriate.
12
| d. |
Use of judgments and estimates
|
In preparing these consolidated financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Group’s last annual
financial statements as of December 31, 2024.
Measurement of fair values:
A number of the Group’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair
value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair
values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, 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 market observable data as far as 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); and
|
| • |
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 are categorized in 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.
| e. |
Material accounting policies
|
These condensed interim consolidated financial statements follow the same accounting policies and methods of computation as the last annual consolidated financial statements, except for the
consolidation accounting policy, as explained in Note 2.b.
| f. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025, and have been adopted by the Company. Their adoption
has not had any material impact on the disclosure or the amounts reported in these 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.
13
| 3. |
Cash and cash equivalents and restricted cash
|
As of September 30, 2025 and December 31, 2024 cash and cash equivalents and restricted cash is as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Cash
|
$
|
1,355,163
|
$
|
1,661,613
|
||||
|
Bank deposits (1) (2)
|
270,432,914
|
967,794,035
|
||||||
|
Total cash and cash equivalents and restricted cash
|
$
|
271,788,077
|
$
|
969,455,648
|
||||
| (1) |
Inmobiliaria Insurgentes 421 - In accordance with the long-term loan from Bancomext, the borrower must maintain a debt service reserve fund equivalent to the next amortization of principal payment plus interest, according to the
amortization schedule and, an additional fund for an amount equivalent to the principal debt service reserve fund. While the amount can be withdrawn without penalty to cover payments, the borrower is obligated to replace such reserve funds
within 15 days. As of September 30, 2025 and December 31, 2024, the principal reserve fund amounted to $116,072 and $44,069,120, respectively. As of September 30, 2025 and December 31, 2024, the debt service reserve funds have not been
fully funded; for further information see notes 7 and 13.
|
| (2) |
Issuer trust 4323 – In accordance with the terms of the Senior Secured Notes issued by the Group on September 12, 2024, On March 12, 2025 the Company paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the
2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the secured senior notes, ending with a balance of $303,000,000. As of the date of the issuance of these condensed interim consolidated financial statements, the
debt service reserve fund has not be fully funded. See notes 2c. “Going concern” and note 13 (1) y (3) for additional defaults subsequent to September 30, 2025.
|
| 4. |
Related-party transactions and balances-
|
| i. |
Outstanding balances with related parties as of September 30, 2025 and December 31, 2024 are as follows:
|
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Receivable:
|
||||||||
|
Affiliate:
|
||||||||
|
Murano Management UK Limited(1)
|
$
|
10,028,998
|
$
|
-
|
||||
|
$
|
10,028,998
|
$
|
-
|
|||||
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Payable:
|
||||||||
|
Affiliate:
|
||||||||
|
Sofoplus S.A.P.I de C. V., SOFOM ER(2)
|
$
|
194,837,362
|
$
|
194,471,588
|
||||
|
Current portion
|
$
|
44,679,984
|
$
|
120,634,508
|
||||
|
Long-term portion
|
$
|
150,157,378
|
$
|
73,837,080
|
||||
| (1) |
On June 23, 2025 Murano World granted a loan agreement up to U.S.$2,500,000 to Murano Management UK Ltd. The loan interest rate is SOFR + 4% with one year maturity and principal payment finalizing the maturity of the loan agreement.
The main uses of this loan was planned for the acquisition of Bitcoins for the Bitcoin treasury strategy as described in note 1 significant transactions 2025 (iii). As the strategy has been paused due to the company plans described in
subsequent events note mentioned above, on September 4, 2025 Murano management UK repaid in advance $2,000,000 to the principal amount of the loan.
|
14
| (2) |
The balance with Sofoplus is described as follows:
|
| (i) |
Syndicated secured mortgage loan for up to U.S.$30,000,000 (U.S.15,000,000 granted by Exitus and U.S.$15,000,000 granted by Sofoplus to Murano World) (“Sofoplus Loan I”) which matured on June 24, 2025, with at an annual interest rate of
15.00%. The major shareholders are joint obligors. On January 30, 2025, Murano World signed a new loan agreement with Sofoplus up to U.S. $6,000,000 (“Sofoplus loan II”) with draws of US $870,772 and $5,129,228 on January 31, 2025 and
February 13, 2025, respectively. This loan has to pay monthly interest at the annual interest rate of 16%, with maturity on February 1, 2028. The use of this loan was to re-paid in full the remaining balance the Sofoplus Loan I, including
principal and interest. As September 30, 2025, the balance of the Sofoplus loan II is U.S.$6,000,000 ($110,104,200).
|
| (ii) |
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 pays monthly interest at the annual interest rate of 16%
starting on October 1, 2024, with maturity on October 1, 2026. Balance of this loan as of September 30, 2025 is U.S.$3,600,000 ($66,062,520).
|
| (iii) |
The balance also includes invoices discounted by one supplier of the Group with Sofoplus, the extended maturity of these discounted invoices is September 30, 2025. The balances of this transaction as of September 30, 2025 and December
31, 2024 were $9,999,365 and $9,828,201, respectively.
|
15
| 5. |
Property, construction in process and equipment
|
Reconciliation of carrying amounts
|
Land
|
Construction in
process
|
Buildings
|
Elevators
|
Computer
equipment
|
Transportation
Equipment
|
Furniture(1)
|
Equipment and
other assets
|
Total
|
||||||||||||||||||||||||||||
|
Cost:
|
||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of January 1, 2024
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
160,311
|
$
|
-
|
$
|
-
|
$
|
160,311
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Additions for capital restructuring
|
7,946,810,686
|
6,508,950,442
|
2,917,229,199
|
10,964,935
|
7,736,592
|
2,714,377
|
165,784,565
|
3,173,881
|
17,563,364,677
|
|||||||||||||||||||||||||||
|
Additions
|
32,387,850
|
1,296,109,229
|
-
|
-
|
66,597
|
846,019
|
25,501
|
-
|
1,329,435,196
|
|||||||||||||||||||||||||||
|
Capitalization of FF&E and
|
||||||||||||||||||||||||||||||||||||
|
OS&E, buildings and elevators
|
-
|
(2,354,555,747
|
)
|
1,973,759,232
|
9,489,941
|
-
|
-
|
371,306,574
|
-
|
-
|
||||||||||||||||||||||||||
|
Revaluation
|
1,505,153,788
|
(1,981,481,567
|
)
|
811,137,367
|
-
|
-
|
-
|
-
|
-
|
334,809,588
|
||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2024
|
$
|
9,484,352,324
|
$
|
3,469,022,357
|
$
|
5,702,125,798
|
$
|
20,454,876
|
$
|
7,803,189
|
$
|
3,720,707
|
$
|
537,116,640
|
$
|
3,173,881
|
$
|
19,227,769,772
|
||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Additions
|
219,910,556
|
590,734
|
1,083,804
|
221,585,094
|
||||||||||||||||||||||||||||||||
|
Disposals(2)
|
-
|
-
|
-
|
(4,907,636
|
)
|
(1,952,409
|
)
|
(3,536,350
|
)
|
(1,587,774
|
)
|
(11,984,169
|
)
|
|||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
|
Balances as of September 30, 2025
|
$
|
9,484,352,324
|
$
|
3,688,932,913
|
$
|
5,702,125,798
|
$
|
20,454,876
|
$
|
3,486,287
|
$
|
1,768,298
|
$
|
534,664,094
|
$
|
1,586,107
|
$
|
19,437,370,697
|
||||||||||||||||||
|
Land
|
Construction in
process
|
Buildings
|
Elevators
|
Computer
equipment
|
Transportation
Equipment
|
Furniture(1)
|
Equipment and
other assets
|
Total
|
||||||||||||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||||||||||||||
|
Balances as of January 31, 2024
|
-
|
-
|
-
|
-
|
-
|
(50,096
|
)
|
-
|
-
|
(50,096
|
)
|
|||||||||||||||||||||||||
|
Accumulated depreciation for capital restructuring
|
-
|
-
|
(71,580,551
|
)
|
(1,096,493
|
)
|
(6,671,119
|
)
|
(2,653,996
|
))
|
(59,109,049
|
)
|
(2,335,715
|
)
|
(143,446,923
|
)
|
||||||||||||||||||||
|
Depreciation
|
-
|
-
|
(130,571,011
|
)
|
(1,807,015
|
)
|
(667,608
|
)
|
(286,195
|
)
|
(137,680,320
|
)
|
(152,202
|
)
|
(271,164,351
|
)
|
||||||||||||||||||||
|
Balances as of December 31, 2024
|
-
|
-
|
(202,151,562
|
)
|
(2,903,508
|
)
|
(7,338,727
|
)
|
(2,990,287
|
)
|
(196,789,369
|
)
|
(2,487,917
|
)
|
(414,661,370
|
)
|
||||||||||||||||||||
|
Depreciation
|
(85,317,717
|
)
|
(1,534,116
|
)
|
(322,328
|
)
|
(136,997
|
)
|
(90,789,770
|
)
|
(114,152
|
)
|
(178,215,080
|
)
|
||||||||||||||||||||||
|
Depreciation disposals(2)
|
-
|
-
|
-
|
-
|
4,908,446
|
1,952,405
|
3,535,532
|
1,587,774
|
11,984,157
|
|||||||||||||||||||||||||||
|
Balances as of September 30, 2025
|
-
|
-
|
(287,469,279
|
)
|
(4,437,624
|
)
|
(2,752,609
|
)
|
(1,174,879
|
)
|
(284,043,607
|
)
|
(1,014,295
|
)
|
(580,892,293
|
)
|
||||||||||||||||||||
|
Carrying amounts as of:
|
||||||||||||||||||||||||||||||||||||
|
December 31, 2024
|
$
|
9,484,352,324
|
$
|
3,469,022,357
|
$
|
5,499,974,236
|
$
|
17,551,368
|
$
|
464,462
|
$
|
730,420
|
$
|
340,327,271
|
$
|
685,964
|
$
|
18,813,108,402
|
||||||||||||||||||
|
September 30, 2025
|
$
|
9,484,352,324
|
$
|
3,688,932,913
|
$
|
5,414,656,519
|
$
|
16,017,252
|
$
|
733,678
|
$
|
593,419
|
$
|
250,620,487
|
$
|
571,812
|
$
|
18,856,478,404
|
||||||||||||||||||
| (1) |
Includes FF&E and OS&E assets.
|
| (2) |
Fully depreciated assets
|
16
Construction in process
GIC I is a hotel complex with up to 1,016 rooms, currently under construction in Cancun, Quintana Roo; the total amount expected to be invested in the construction is
$3,200,000,000, excluding land and financial costs. For the period ended September 30, 2025 and December 31, 2024, construction costs incurred were $209,154,413 and $1,296,109,229, 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 nine months ended September 30, 2025 and year ended December 31, 2024, construction costs incurred were $4,697,497 and $6,014,159, respectively.
See Notes 1 a. and 13 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 September 30, 2025 and December 31, 2024 there were no additional capitalized costs incurred for the property.
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 buildings, as well as the significant unobservable inputs used.
The revaluation gain (loss) for the years ended December 31, 2024 was $334,809,588. The Company did not revalue the assets as of September 30, 2025 and any the interim periods, as no factors or
indicators were identified that could give rise to a material change in the fair value from the prior period revaluation.
17
|
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.
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 prices paid by market participants and/or current asking market prices 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 the adjustments applied were higher.
|
|
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:
• 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.
|
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.
|
18
|
Buildings
The Company directors use the cost approach to determine the value of buildings 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:
• 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.
|
N/A
|
N/A as not adjustment factor was used.
|
Carrying amount
Had the Group’s land and construction in progress been measured on a historical cost basis, their carrying amount would have been as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Land
|
$
|
705,682,511
|
$
|
705,682,511
|
||||
|
Construction in process
|
2,923,490,089
|
2,708,804,812
|
||||||
|
Buildings
|
3,418,189,978
|
3,574,609,548
|
||||||
|
Total
|
$
|
7,047,362,578
|
$
|
6,989,096,871
|
||||
Security
As of September 30, 2025 and December 31, 2024, properties with carrying amount of $18,853,037,323 and $18,817,329,303, respectively, were subject to mortgages or security trusts that form part
of the security for certain bank loans (see Note 7). A list of the properties and related loans is as follows:
|
Property
|
Associated Credit Reference
|
|
Unit 1, 2, 4 y 5 / Grand Island
|
See Note 7 Terms and repayment schedule (8 & 11)
|
|
Unit 3 / Grand Island II
|
See Note 7 Terms and repayment schedule (3), (4), (9) and (10)
|
|
Beach Club – Playa Delfines
|
See Note 7 Terms and repayment schedule (5)
|
|
Insurgentes Sur 421 Complex
|
See Note 7 Terms and repayment schedule (1)
|
|
Unit 8, No. 56-A-1, Supermanzana A2, Sup. 824.20 M2
|
See Note 7 Terms and repayment schedule (2) and Note 4 reference (1)
|
|
Unit 9, No. 56-A-1, Supermanzana A2, Sup. 832.94 M2
|
|
|
Plot of land: La Punta Bajamar / Lote 1, Manzana S/M, Sup. 4,117.88 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 2, Manzana S/M, Sup. 6,294.08 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 3 (Vialidad), Manzana S/M, Sup. 4,117.88 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 4, Manzana S/M, Sup. 10,015.68 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 5, Manzana S/M, Sup. 11,986.53 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 6, Manzana S/M, Sup. 2,912.02 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 7, Manzana S/M, Sup. 568.51 M2
|
See Note 7 Terms and repayment schedule (2)
|
|
Plot of land: La Punta Bajamar / Lote 8, Manzana S/M, Sup. 635.25 M2
|
See Note 7 Terms and repayment schedule (2)
|
19
| 6. |
Investment property
|
Investment property is initially measured at cost and subsequently at fair value with any change therein recognized in profit and loss.
The revaluation gain for the period ended December 31, 2024 was $239,508,511. The Company did not revalue the assets as of September 30, 2025 and any the interim periods, as no factors or
indicators were identified that could give rise to a material change in the fair value from the prior period revaluation.
| 7. |
Long-term debt
|
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Current liabilities:
|
||||||||
|
Current portion of secured bank loans and senior notes
|
$
|
8,441,308,830
|
$
|
3,104,552,010
|
||||
|
Unsecured bank loans
|
-
|
30,694,061
|
||||||
|
Interest
|
573,286,852
|
346,134,418
|
||||||
|
Total current liabilities
|
$
|
9,014,595,682
|
$
|
3,481,380,489
|
||||
|
Non-current liabilities:
|
||||||||
|
Secured bank loans and senior notes
|
$
|
1,521,905,881
|
$
|
7,692,819,937
|
||||
|
Unsecured bank loans
|
27,394,702
|
-
|
||||||
|
Total non-current liabilities
|
$
|
1,549,300,583
|
$
|
7,692,819,937
|
||||
20
The secured bank loans are secured over land and construction in process with a carrying amount of $20,193,037,323 and $19,973,324,789 as of September 30, 2025 and December 31, 2024, respectively.
|
As of
|
|||||||||||||||||||||
|
|
Currency |
Nominal interest rate 2025
|
Nominal interest rate 2024
|
Maturity
|
September 30, 2025
|
December 31, 2024
|
|||||||||||||||
|
Inmobiliaria Insurgentes 421:
|
|||||||||||||||||||||
|
Bancomext (1)
|
USD
|
SOFR + 3.5%
|
SOFR + 3.5%
|
2037
|
1,812,482,934
|
2,029,066,425
|
|||||||||||||||
|
Cost to obtain loans and commissions
|
(16,029,189
|
)
|
(17,038,019
|
)
|
|||||||||||||||||
|
Total Inmobiliaria Insurgentes 421
|
1,796,453,745
|
2,012,028,406
|
|||||||||||||||||||
|
Murano World:
|
|||||||||||||||||||||
|
Exitus Capital (2)
|
USD
|
15.00%
|
|
15.00%
|
|
2026 y 2027
|
-
|
373,168,040
|
|||||||||||||
|
Exitus Capital (2)
|
USD
|
15.00%
|
|
15.00%
|
|
2026 y 2027
|
374,412,373
|
||||||||||||||
|
Arrendadora Fínamo, S.A. de C.V. (“Fínamo”) (3)
|
MXN
|
15.76%
|
|
15.76%
|
|
2027
|
308,466,203
|
282,011,355
|
|||||||||||||
|
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM ENR (Finamo) (4)
|
MXN
|
22.00%
|
|
22.00%
|
|
2025
|
144,493,360
|
144,493,360
|
|||||||||||||
|
ALG (5)
|
USD
|
10%
|
|
10%
|
|
2030
|
367,014,000
|
410,206,000
|
|||||||||||||
|
Santander International (6)
|
USD
|
Best Rate+0.80%
|
Best Rate+0.80%
|
2025
|
27,394,702
|
30,694,061
|
|||||||||||||||
|
Cost to obtain loans and commissions
|
(5,053,304
|
)
|
(7,833,206
|
)
|
|||||||||||||||||
|
Total Murano World
|
1,216,727,334
|
1,232,739,610
|
|||||||||||||||||||
|
Edificaciones BVG:
|
|||||||||||||||||||||
|
Exitus Capital (7)
|
-
|
4,776,175
|
|||||||||||||||||||
|
Total Edificaciones BVG
|
-
|
4,776,175
|
|||||||||||||||||||
|
Murano PV:
|
|||||||||||||||||||||
|
NAFIN (8)
|
USD
|
SOFR + 3.75% first year; second
year SOFR +4.00 and third year
SOFR + 4.25%
|
SOFR + 3.75% first year;
second year SOFR +4.00
and third year SOFR +
4.25%
|
2027
|
1,067,589,759
|
1,126,878,115
|
|||||||||||||||
|
Administradora de Soluciones de Capital, S.A. de C.V. SOFOM NR (ASC Finamo) (9)
|
USD
|
15%
|
|
15%
|
|
2030
|
409,919,225
|
458,160,522
|
|||||||||||||
|
ASC Finamo (10)
|
MXN
|
22%
|
|
22%
|
|
2025
|
100,000,000
|
100,000,000
|
|||||||||||||
|
Cost to obtain loans and commissions
|
(19,820,647
|
)
|
(26,599,533
|
)
|
|||||||||||||||||
|
Total Murano PV
|
1,557,688,337
|
1,658,439,104
|
|||||||||||||||||||
|
Fideicomiso 4323 (issuer trust):
|
|||||||||||||||||||||
|
Senior Notes(11)
|
USD
|
11% plus 2% of PIK capitalized
first three years
|
11% plus 2% of PIK
capitalized first three years
|
2031
|
5,615,864,721
|
6,153,090,000
|
|||||||||||||||
|
Cost to obtain loans and commissions
|
(196,124,724
|
)
|
(233,007,287
|
)
|
|||||||||||||||||
|
Total Fideicomiso 4323
|
5,419,739,997
|
5,920,082,713
|
|||||||||||||||||||
|
Accrued interest payable
|
573,286,852
|
346,134,418
|
|||||||||||||||||||
|
Total debt
|
10,563,896,265
|
11,174,200,426
|
|||||||||||||||||||
|
Current instalments
|
9,014,595,682
|
3,481,380,489
|
|||||||||||||||||||
|
Long-term debt, excluding current instalments
|
$
|
1,549,300,583
|
$
|
7,692,819,937
|
|||||||||||||||||
21
| (1) |
On October 18, 2018, Inmobiliaria Insurgentes 421 obtained a U.S.$49,753,000 unsecured loan. This loan was renegotiated to U.S.$75,00,000 on October 10, 2022, with this loan, the Group repaid fully the first loan, including interest.
This loan is secured by the Insurgentes Complex with OHI421 and OHI421 Premium jointly liable. In May 2023, the Group restructured this loan with an increase of U.S.$25,000,000 giving a total credit line
of U.S.$100,000,000.
|
On April 4, 2024, the Group amended the loan agreement between Inmobiliaria Insurgentes 421 and Bancomext. The main change included reducing the amount of the
principal payments from April 2024 to April 2025, as well as receiving an event of default waiver from Bancomext, in connection with the borrower’s funding obligations in respect of the debt service reserve accounts. The parties executed an
amendment and waiver agreement to provide new terms and conditions with respect to the funding obligations of the debt service reserve accounts. On June 18, 2025, Bancomext approved the restructuring of the Insurgents 421 Loan including a
re-scheduling of principal payments over the remaining maturity of this loan. On July 4, 2025 the Company signed the amendment of this loan agreement that included the rescheduling of principal payments in smaller amounts during the live of the
loan agreement in order to give opportunity to the Company for stabilizing the operations and profitability of the Insurgentes complex in the short term. On July 16, 2025 the Company also signed the substitution of the trustee from CI Banco to
Bancomext. Final amendments of the Trust will be finalized in the short term.
As of September 30, 2025 and December 31, 2024, the Group has not fully funded the debt services reserve accounts, resulting in a covenant breach. Although
the loan has not been accelerated and the creditor thereunder has not threatened to accelerate the loan, pursuant to IFRS 1 “Presentation of Financial Statements”, this loan is classified as current liability as of September 30, 2025 and December
31, 2024, respectively.
| (2) |
On September 30, 2024, Murano World restructured its debt with Exitus Capital and substitute the remaining balance of the following three loans: (i) Syndicated secured mortgage loan of U.S.$30,000,000 (U.S.15,000,000 granted by Exitus
and U.S.$15,000,000 granted by Sofoplus) with the major shareholders of the Group as joint obligors; (ii) Loan agreement up to U.S.$2,500,000 with the major shareholders as joint obligors. As of December 31, 2023, the total amount drawn was
$18,391,571 (U.S. $1,088,677). On January 26, 2024, February 26, 2024, March 26, 2024, April 26, 2024 and May 26, 2024, the Group drew U.S.$70,000, U.S.$316,000, U.S.$311,000, U.S.$325,000 and U.S.$374,000 respectively and (iii) Loan
agreement for U.S.$972,300 signed on June 26, 2023 with balances at that date in the amounts of U.S.$15,000,000, U.S.$2,434,012 and U.S.$715,297, respectively. The amount of the new credit line was U.S.$18,149,309. The new loan requires us
to pay interest quarterly at the annual interest rate of 15% starting October 1, 2024, with maturity on December 30, 2025.
|
In August 2025, Murano World entered into a new loan agreement with Exitus for US$20,403,165, Murano used the proceeds of this loan to repay the previous Exitus loan described in note 7(2),
including a principal amount of U.S.$18,194,063 and interest accrued of U.S.$2,209,102 as of June 30, 2025. The new loan term is 48 months and accrues quarterly interest at an annual rate of 15%. The loan includes a grace period for the payment of
interest and principal; interest accrued since July 1, 2025, and will be due in December 2025, and principal payments will begin on the 36th month anniversary of the loan.
| (3) |
Sale and lease back agreement signed with Finamo in February 2023 for an amount of $350,000,000 with a 48-month termination period. The agreement includes the pledge of plots of land as security in La
Punta Baja Mar that are subject to a registered debenture. The Group signed additional sale and lease back agreements for $60,000,000 in October and November 2023. See Note 13(5) for
additional details about defaults subsequent to September 30, 2025.
|
| (4) |
On December 3, 2024, Murano World, as borrower and the major shareholders of the Group as joint obligors signed a loan agreement with Administradora de Soluciones de Capital, S.A. de C.V. SOFOM E.N.R. (Finamo) in the amount of
$144,493,360 with maturity of 12 months and pays interest in a two-month period at the annual rate of 22%. See Note 13 for additional details about defaults subsequent to September 30, 2025.
|
22
| (5) |
Secured loan agreement signed by Murano World, in March 31, 2023, for purchase and development of the beach club, which also guarantees this loan. This loan accrues interest at an annual rate of 10%. The interest payment due in December
2025 and 2024 was not made, and as result, this loan is breached. Although the loan has not been accelerated and the creditor thereunder has not threatened to accelerate the loan, pursuant to IFRS 1 “Presentation of Financial Statements”,
this loan is classified as current liability as of September 30, 2025 and December 31, 2024. As of the date of the issuance of these financial statements, the Group is preparing to engage in constructive discussions with ALG to remedy this
default.
|
| (6) |
Loan with “Best rate” interest for preferred clients. On March 27, 2024, Murano World increased this credit line from U.S.$1,500,000 to U.S.$2,000,000. On October 30, 2024, the Group repaid U.S.$500,000 to this loan agreement. On March
7, 2025, Murano World extended the maturity of the Santander loan in the amount of US. $1,500,000 from March 7, 2025 to March 7, 2027.
|
| (7) |
Sale and lease back agreement signed with Exitus Capital in December 2019 with a 36-month termination period for each tranche. 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 $3,286,980.
|
| (8) |
On October 17, 2024, Murano PV, as borrower, the major shareholders of the Group as joint obligors, and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The
maturity of this loan is October 28, 2027. The Group received the tranche A and part of the tranche B on October 28, 2024, in the amount of U.S.$54,942,059 at the signature date of the agreement. The interest will be capitalized during the
term of the loan at the interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third year. Not being in default of any covenants under this loan agreement is a condition for any drawdown
of the remaining balance of Tranche B (used for the interest payments). Las interest payment made was September 30, 2025.
|
On June 26, 2025, NAFIN waived the covenant breaches that the Company has to the date from the loan described above, including the extension of the substitution of the mortgage from the
private units 4 and 5 of the Cancun complex for the private unit 3 until December 31, 2025, it also gives and additional extension to finalize the construction of the 616 keys missing of the total 1,016 keys of the phase one of the Cancun Complex,
until December 31, 2025, it gives the option of the Company to deliver audited financial information from December 31, 2024 until July 31, 2025, among others.
| (9) |
On January 5, 2024, the Group signed a loan agreement with Finamo for $350,000,000 at a fixed annual interest rate of 17%; funds were received on the same date. On January 5, 2024, the Company and the major shareholder of the Group as
joint obligor, also signed an additional loan agreement with Fínamo for U.S.$26,000,000 at a fixed annual interest rate of 15%. The funds were received on January 18, 2024, and part of this loan was used to pay the $350,000,000 described
above. Unit 3 of the land in Grand Island was given as a guarantee under this loan agreement. On October 2, 2024, the Group make a prepayment of U.S. $3,661,930. See Note 13 (5) for additional details about defaults subsequent to September
30, 2025.
|
| (10) |
On April 9, 2024, Murano PV and the major shareholder of the Group as joint obligor, signed a loan agreement with Finamo for $100,000,000 with maturity in 6 months and a fixed annual interest rate of 22%. On December 3 the Group
negotiated an extension to pay the principal amount of this loan from October 4, 2024, to November 5, 2025. See Note 13 (5) for additional details about defaults subsequent to September 30, 2025.
|
| (11) |
On September 12, 2024, the Group closed a 144A bond financing issuing secured senior notes for U.S.$300,000,000 with maturity as of September 12, 2031, and will pay
semi-annual coupons at the interest rate of 11% plus a 2% of PIK interest that will be capitalized over the first three years of the notes. The senior notes are guarantee by a mortgage over the private units 1 and 2 of the GIC Complex as
well as the collection rights of the revenues generated by the phase one of the GIC Complex (1,016 rooms), Murano PV as the “Parent Guarantor” and Murano Global Investments as the sponsor. The main uses of this financing were to repay in
full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT credit.
|
23
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 1.0:1.0 as of the calculation date falling on March 31, 2025. The debt service coverage ratio still on default as of September 30, 2025. Such Rapid Amortization Event did not
result in the debt being callable under the terms of the Senior Secured Notes. See Note 13 (1) for additional details about defaults subsequent to September 30, 2025.
The loan agreements referred to above include covenants and restrictions that require, among other things, to provide quarterly and annually the lenders with the companies’ internal financial
statements and compliance with certain ratios. Non-compliance with such requirements constitutes an event of default under which the respective creditors or agents thereof may declare amounts outstanding thereunder immediately due and payable.
As of September 30, 2025 and December 31, 2024, the Group had complied with all terms and covenants included in the loan agreements, except for the breach of Inmobiliaria
Insurgentes I421 to fund the reserve account under the Bancomext loan as of September 30, 2025 and December 31, 2024, respectively, and the interest payment default under the ALG loan with respect to the coupon due in December 2025 and 2024. None
of these loans have been accelerated and the creditors thereunder have not threatened to accelerate any such loan, however pursuant to IFRS 1 “Presentation of Financial Statements”, these loans are classified as current liabilities as of September
30, 2025 and December 31, 2024, respectively. See Note 13 (3) for additional details.
| 8. |
Revenue
|
For the nine-months period ended September 30, 2025 and 2024, the Company’s revenue is derived from contracts with customers, which includes the operation of hotels and the resultant income
received from guests and related services, and revenue for administrative services with related parties.
|
For the nine-month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Revenue from contracts with customers
|
$
|
797,545,391
|
$
|
326,883,115
|
||||
|
Revenue for administrative services with related parties and expense reimbursements
|
-
|
-
|
||||||
|
Total revenue
|
$
|
797,545,391
|
$
|
326,883,115
|
||||
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 three months period ended
September 30 2025 and 2024:
|
For the nine-month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Major products/service lines
|
||||||||
|
Room rentals
|
$
|
281,702,767
|
$
|
126,382,930
|
||||
|
Food and beverage
|
96,559,460
|
50,986,675
|
||||||
|
All-inclusive
|
338,545,670
|
122,783,717
|
||||||
|
Non package (F&B)
|
42,430,012
|
|||||||
|
SPA Services
|
15,474,856
|
7,763,114
|
||||||
|
Other services
|
22,832,626
|
18,966,679
|
||||||
|
Total revenue from contracts with customers
|
797,545,391
|
326,883,115
|
||||||
|
Timing of revenue recognition:
|
||||||||
|
Services and products transferred at a point in time
|
177,296,954
|
77,716,468
|
||||||
|
Services transferred over time
|
620,248,437
|
249,166,647
|
||||||
|
Total revenue from contracts with customers
|
$
|
797,545,391
|
$
|
326,883,115
|
||||
24
| 9. |
Other income
|
|
For the nine-month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Other income
|
||||||||
|
Expense reimbursement
|
$
|
564,648
|
$
|
2,690,287
|
||||
|
VAT revaluation
|
4,262,068
|
4,976,107
|
||||||
|
Amortization of key money
|
3,341,068
|
2,424,202
|
||||||
|
Other income
|
2,572,491
|
3,594,969
|
||||||
|
Total other income
|
$
|
10,740,275
|
$
|
13,685,565
|
||||
| 10. |
Income tax
|
The Mexican tax law effective as January 1, 2014 is applicable to the Group, which imposes an income tax of 30%.
The change in effective tax rate was caused mainly by the following factors:
| • |
The temporary differences that arise from the balances of the property, CIP and equipment and the right-of-use assets and the lease liabilities items.
|
| 11. |
Stockholders’ Equity
|
| a. |
Common stock at par value as of September 30, 2025 is as follows:
|
|
Number of shares
|
Amount
|
|||||||
|
Fixed capital:
|
||||||||
|
Series A
|
50,000
|
$
|
50,000
|
|||||
|
Variable capital:
|
||||||||
|
Series B
|
900,002,000
|
900,002,000
|
||||||
|
Total
|
900,052,000
|
$
|
900,052,000
|
|||||
| 12. |
Commitments and contingencies
|
| 1. |
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the five years prior to the most recent income tax return filed.
|
| 2. |
In accordance with Mexican Tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be similar to those that would be 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 100% of the
omitted taxes.
|
| 3. |
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 1,016 keys with the brands Vivid (400 keys) and Dreams (616 keys) of the Cancun complex 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 25th
full Fiscal Year following the opening date.
|
25
| 4. |
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.
|
| 5. |
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
|
| 6. |
In March 2024, in connection with the A&R BCA aforementioned, the shareholders transferred 1,250,000 shares to certain vendors of Murano World as advance consideration for future construction and
marketing services. Since these services have not yet been received, no increase in assets nor equity has been recognized as of the date of these consolidated condensed interim financial statements.
|
| 7. |
The Group has analyzed the risk of a future covenant breach under the terms of the NAFIN loan agreement (note 7 (8)), due to non-compliance with the covenant waived on June 26, 2025 that requires the Dreams Hotel to be open and operating
as of December 31, 2025. As described in Note 2c., the Group has and is actively in discussions with the lender to monitor covenant compliance.
|
| 8. |
The Group has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes, loan and lease agreements. As referred to in the Going Concern Note 2c., in order to address and
mitigate the risks of such future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others, the Group is under negotiations with each one of its lenders to restructure its debt.
|
| 9. |
In addition to defaults existing as of September 30, 2025, the payment defaults described in note 13 (3) could also trigger cross defaults under other debt and lease instruments in respect of which the Group is an obligor.
|
| 13. |
Subsequent events
|
| 1. |
The Company did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12,
2025, such failure constitutes an Event of Default under the Indenture governing the 2031 Notes.
|
As part of this process, the Group has initiated discussions with key stakeholders, including an ad hoc group of Noteholders representing a significant majority of the outstanding
amount of the 2031 Notes, as well as other financial creditors. The Group also maintained close communication with the Noteholders advisors to support these efforts and intends to pursue a consensual, out-of-court restructuring solution.
This decision reflects the Group’s ongoing efforts to preserve liquidity in the face of continued operational and financial challenges. The Group is implementing a strategy to
strengthen its capital structure and ensure long-term financial sustainability. The Company confirms that it continues to meet, and remains committed to meeting, its operational obligations to key suppliers, vendors, clients and commercial
partners as they come due.
| 2. |
The Company continues 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).
|
26
| 3. |
On December 18, 2025 the restructuring process of the Bancomext loan described in note 7 (1) (amended from time to time) finalized with the signature of the “SEXTO CONVENIO MODIFICATORIO Y DE REEXPRESIÓN AL CONTRATO DE FIDEICOMISO
IRREVOCABLE DE ADMINISTRACIÓN, GARANTÍA Y FUENTE DE PAGO IDENTIFICADO CON EL NÚMERO 10707 (ANTES CIB/3109).”
|
| 4. |
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 4 (3) for the months September, October and November 2025 as well as
those described in note 7, (3), (4), (5), (9), and 10 from January to the date. Management is reviewing other potential defaults including in the loan agreements and expects to proactively engage in constructive discussions with applicable
creditors as of the date of issuance of these financial statements. See Note 2c.
|
* * * * * *
27
Exhibit 99.2
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Financial Statements as of September 30, 2025, and for nine-month periods ended September 30, 2025 and 2024
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Financial Statements for September 30, 2025 and 2024
|
Table of contents
|
Page
|
|
Condensed Interim Statements of Financial Position
|
3
|
|
Condensed Interim Statement of Profit or Loss and Other Comprehensive Income
|
4
|
|
Condensed Interim Statement of Change in Net Assets
|
5
|
|
Condensed Interim Statements of Cash Flows
|
6
|
|
Notes to Condensed Interim Financial Statements
|
7 - 14
|
2
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Statements of Financial Position
As of September 30, 2025 and December 31, 2024
(Mexican pesos)
|
Notes
|
September 30,
|
December 31,
|
||||||||||
|
2025
|
2024
|
|||||||||||
|
Assets
|
||||||||||||
|
Current Assets:
|
||||||||||||
|
Cash and cash equivalents and restricted cash
|
3
|
$
|
8,548,849
|
$
|
351,043,211
|
|||||||
|
VAT receivable
|
37,098
|
-
|
||||||||||
|
Other receivable
|
1,890,486
|
-
|
||||||||||
|
Related parties
|
4
|
739,702,489
|
267,364,622
|
|||||||||
|
Total current assets
|
750,178,922
|
618,407,833
|
||||||||||
|
Due from related parties
|
4
|
5,462,660,548
|
5,956,767,033
|
|||||||||
|
Total non-current assets
|
5,462,660,548
|
5,956,767,033
|
||||||||||
|
Total assets
|
$
|
6,212,839,470
|
$
|
6,575,174,866
|
||||||||
|
Liabilities and Net Assets
|
||||||||||||
|
Current Liabilities:
|
||||||||||||
|
Current instalments of long-term debt
|
5
|
$
|
5,782,445,753
|
$
|
205,425,938
|
|||||||
|
Trade accounts payables and accumulated expenses
|
4,607,986
|
-
|
||||||||||
|
Due to related parties
|
4
|
27,044,340
|
24,766,643
|
|||||||||
|
Taxes payable, mainly VAT
|
130,110,261
|
38,455,089
|
||||||||||
|
Contributions for future net assets
|
365,038
|
365,038
|
||||||||||
|
Total current liabilities
|
5,944,573,378
|
269,012,708
|
||||||||||
|
Non-current Liabilities:
|
||||||||||||
|
Due to related parties, excluding current portion
|
302,786,550
|
338,419,950
|
||||||||||
|
Long-term debt, excluding current instalments
|
5
|
-
|
5,954,627,285
|
|||||||||
|
Total non-current liabilities
|
302,786,550
|
6,293,047,235
|
||||||||||
|
Total liabilities
|
6,247,359,928
|
6,562,059,943
|
||||||||||
|
Net Assets
|
||||||||||||
|
Net parent investment
|
10,000
|
10,000
|
||||||||||
|
Retained earnings (accumulated deficit)
|
(34,530,458
|
)
|
13,104,923
|
|||||||||
|
Total Net Assets
|
(34,520,458
|
)
|
13,114,923
|
|||||||||
|
Total Liabilities and Net Assets
|
$
|
6,212,839,470
|
$
|
6,575,174,866
|
||||||||
The accompanying notes are an integral part of these condensed interim financial statements.
3
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Statement of Profit or Loss and Other Comprehensive Income
For the nine-month periods ended September 30, 2025 and the period started from April 16, 2024 to September 30, 2024
(Mexican pesos)
|
For the nine-month
period ended
September 30
2025
|
For the period
started April 16 to
September 30
2024
|
|||||||
|
Direct and selling, general and administrative expenses:
|
||||||||
|
Bank commissions
|
$
|
29,764
|
$
|
10,687
|
||||
|
Costos of obtaining loans
|
15,021,167
|
-
|
||||||
|
Professional fees
|
13,021,099
|
-
|
||||||
|
Administrative services
|
115,930
|
-
|
||||||
|
Taxes
|
59,090
|
-
|
||||||
|
Other expenses
|
1,900
|
-
|
||||||
|
Total direct and selling, general and administrative expenses
|
(28,248,950
|
)
|
(10,687
|
)
|
||||
|
Exchange rate (expense) income, net
|
(15,835,508
|
)
|
3,647,312
|
|||||
|
Interest income
|
575,368,215
|
34,795,483
|
||||||
|
Interest expense
|
(593,968,978
|
)
|
(38,355,915
|
)
|
||||
|
Income from the placement of loans
|
15,049,840
|
-
|
||||||
|
Net (loss) income for the period
|
(47,635,381
|
)
|
76,193
|
|||||
|
Total comprehensive (loss) income for the period
|
$
|
(47,635,381
|
)
|
$
|
76,193
|
|||
The accompanying notes are an integral part of these condensed interim financial statements.
4
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Statement of Changes in Net Assets
For the nine-month period ended September 30, 2025 and the period started from April 16, 2024 to September 30, 2024
| Note |
Net parent
investment
|
Retained
earnings
(accumulated
deficit)
|
Total
|
||||||||||
|
Initial capital contribution April 16, 2024
|
$
|
10,000
|
$
|
-
|
$
|
10,000
|
|||||||
|
Comprehensive income for the period
|
-
|
76,193
|
76,193
|
||||||||||
|
Balance as of September 30, 2024
|
$
|
10,000
|
$
|
76,193
|
$
|
10,000
|
|||||||
|
Balance as for January 1, 2025
|
$
|
10,000
|
13,104,923
|
$
|
13,114,923
|
||||||||
|
Comprehensive loss for the period
|
-
|
(47,635,381
|
)
|
(47,635,381
|
)
|
||||||||
|
Balance as of September 30, 2025
|
$
|
10,000
|
$
|
(34,530,458
|
)
|
$
|
(34,520,458
|
)
|
|||||
The accompanying notes are an integral part of these condensed interim financial statements.
5
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Condensed Interim Statements of Cash Flows
For the nine-month period ended September 30, 2025 and the period started from April 16, 2024 to September 30, 2024
(Mexican pesos)
|
For the nine month
period
September 30, 2025
|
For the period
stared April 16 to September 30, 2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
(Loss) income before income taxes
|
$
|
(47,635,381
|
)
|
$
|
76,193
|
|||
|
Adjustments for:
|
||||||||
|
Amortization of costs to obtain loans
|
15,021,167
|
-
|
||||||
|
Interest expense
|
578,947,811
|
38,355,915
|
||||||
|
Interest income
|
(572,844,822
|
)
|
-
|
|||||
|
(26,511,225
|
)
|
38,432,108
|
||||||
|
Changes in:
|
||||||||
|
Increase in VAT and other receivables
|
(1,927,584
|
)
|
-
|
|||||
|
Increase in trade payables
|
4,607,986
|
|||||||
|
Increase in VAT payable
|
91,685,172
|
-
|
||||||
|
Increase in related parties
|
(18,982,511
|
)
|
12,856,106
|
|||||
|
Net cash flows from operating activities
|
48,871,838
|
51,288,214
|
||||||
|
Cash flows used in investing activities:
|
||||||||
|
Loans granted to related parties
|
-
|
(5,398,702,484
|
)
|
|||||
|
Net cash flows used in investing activities
|
(5,398,702,484
|
)
|
||||||
|
Cash flows from financing activities:
|
||||||||
|
Contributions for future increase in assets
|
-
|
365,038
|
||||||
|
Proceeds from loans
|
-
|
5,900,910,000
|
||||||
|
Borrowing costs paid
|
-
|
(221,275,816
|
)
|
|||||
|
Interest paid
|
(391,366,200
|
)
|
-
|
|||||
|
Net cash flows from financing activities
|
(391,366,200
|
)
|
5,679,999,222
|
|||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(342,494,362
|
)
|
332,584,952
|
|||||
|
Cash and cash equivalents and restricted cash at the beginning of the period
|
351,043,211
|
10,000
|
||||||
|
Cash and cash equivalents and restricted cash at the end of the period
|
$
|
8,548,849
|
$
|
332,594,952
|
||||
The accompanying notes are an integral part of these condensed interim financial statements.
6
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323
Notes to the Condensed Interim Financial Statements
As of September 30, 2025 and December 31, 2024
(Amounts in Mexican pesos)
| 1. |
Reporting Entity and description of business
|
| a. |
Corporate information
|
On December 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer and Oscar Jazmani Mendoza Escobar, Interim Global Chief Financial Officer, authorized
the issuance of these condensed interim financial statements.
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 (the “Trust” and “issuer”) a trust constituted on April 16, 2024 by Murano PV, S. A. de C. V., Operadora Hotelera GI, S. A. de
C. V. and Fideicomiso Murano 2000 CIB/3001, all as guarantors and secondary beneficiaries of the Trust and Banco Actinver, S. A., Institución de Banca Múltiple, Grupo Financiero Actinver, as Collateral Agent, for the benefit of the Bondholders, as
First Lien Beneficiary. The Trust is domiciled at Bucareli 42 No. 202 C, Centro, Cuauhtémoc, 06040, Ciudad de México. The ultimate controlling entity of the Trust is Murano Global Investments PLC.
The Trust is part of the development of a resort complex in Grand Island, Cancun, Quintana Roo (the “GIC Complex” developed by Murano Group (the Group), 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 Trust’s management and board of directors, following recent market developments and market outlook,
have updated the Trust’s strategic development pipeline as follows:
| I. |
Phase one will operate under two brands: (i) 400 rooms, operated under the “Vivid” brand, an adult-only brand; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly brand. On April 1, 2024, the Vivid hotel began
operations. The remaining rooms are expected to commence operations in 2026. The Trust decided to delay the opening of Dreams, following consultation with the hotel operator, to leverage experience from the first months of the operation of
Vivid and certain improvements requested by the hotel operator. This includes property enhancements and remedial work required by the hotel operator to adhere to the hotel operator’s global building standards, and changes to the common areas
within Dreams, including more space for meetings and events. The Trust is exploring strategic alternatives to complete part of the 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). See Notes 2b. and 8(2). for additional reference about covenants compliance.
|
| b. |
Significant transactions
|
2025
| i. |
Refer to note 8 “Subsequent events” for significant transaction after September 30, 2025.
|
| ii. |
On September 12, 2025, Murano Global Investments PLC announced that Murano Group’s trust vehicle, CIBanco, S.A., Institución de Banca Múltiple (succeeded by Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, as
trustee), in its capacity as fiduciario (trustee) under the trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) did not make the scheduled interest payment due on such date in respect to the 2031 Notes. See note 8 (1) for
additional defaults.
|
7
| iii. |
During Q2 2025, the Group initiated an enhancement to its corporate strategy focused on building a Bitcoin (BTC) Treasury while continuing to concentrate on its core operations, real estate development and the management of its hotel and
resort business in Mexico. However, as announced on September 4, 2025, and in conjunction with the corporate governance changes at Murano Global Investments PLC (its parent company), including the resignation of four members of the board and
the global Chief Financial Officer, as well as the appointment of one independent director and an interim global Chief Financial Officer, the Group decided to pause its BTC treasury initiative. This decision reflects management’s focus on
supporting the optimization of its Mexican real estate assets and the restructuring of its debt obligations. The Board believes that this approach will enhance operational efficiency and better align with the Company’s long-term objectives.
|
2024
| iv. |
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The maturity of this loan is October 28, 2027. On October 28, 2024, the
Group received the tranche A and part of the tranche B, for a total amount of U.S.$54,942,059. The interest will be capitalized during the term of the loan at an interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second
year and SOFR + 4.25% for the third year.
|
| v. |
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see Note 7 (13)). The main uses of this financing
were to repay in full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT.
|
| vi. |
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 is a trust constituted on April 16, 2024, by Murano PV, S.A. de C.V., Operadora Hotelera GI, S.A. de C.V., and Fideicomiso Murano 2000
CIB/3001, all as grantors and second beneficiaries of the Trust, and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as Collateral Agent, for the benefit of the Bondholders, as First Beneficiary.
|
| vii. |
The GIC I complex phase began operations with the inauguration of the Vivid Hotel on April 1, 2024.
|
| 2. |
Basis of preparation
|
In accordance with the “Ley General de Sociedades Mercantiles” and the statutes of the Trust, the Technical Committee of the Trust has the power to modify the financial statements after issuance.
The financial statements will be submitted for approval at the next meeting of the Technical Committee.
| a. |
Statement of compliance
|
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.
These condensed interim financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting
Standards and should be read in conjunction with the financial statements as of December 31, 2024 the period then ended. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of
the changes in the Trust’s financial position and performance since the last annual financial statements.
8
| b. |
Going concern basis
|
These condensed interim financial statements have been prepared assuming the Trust will continue as a going concern. However, management has identified material uncertainties that may cast
substantial doubt on the ability of the Trust to continue as a going concern. As a result, the Trust may be unable to realize its assets and discharge its liabilities in the normal course of business.
The Trust is an emerging growth company. The trust has incurred significant debt primarily to fund operating expenses and finance the construction projects. As of September 30, 2025, 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 condensed interim financial statements may be
insufficient.
In addition, as of and after September 30, 2025, certain covenants have been breached as follows:.
| i |
The Trust did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12, 2025, such failure constitutes an
Event of Default under the Indenture governing the 2031 Notes. The Group delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera GI, and Fideicomiso CIB 4323 after the 120 days
period established in Section 4.03 of the Indenture governing the US$300MM 11.00% Senior Secured Notes due 2031 (the “2031 Notes”) issued on September 12, 2024.
|
The Group has not yet delivered the audited financial statements of the Trust 3224, which includes the mortgage over the private unit 2 of the Cancun Complex, as this trust has no
operations other than the mortgage described above. The Company expects to deliver those financial statements in the short term.
As the Group continues with formal discussion with the ad hoc group of the Note. Due to the breaches described above the Notes are classified as current liability as of September 30, 2025.
As of the issuance date of these financial statements, management continues to evaluate strategies to obtain the necessary operating cash flow required, comply with the affirmative and negative
covenants of the financing agreement, and/or execute a debt restructuring that results in favorable modifications to the current contractual terms for the Trust, including certain affirmative and negative covenants that might be in breach; likewise,
to allow the Trust to have the necessary cash flow to pay its obligations as they become due. In making these evaluations, the Trust’s management has considered available cash sources, income from the hotel operations of its related party that acts
as guarantor of the cash flows, and future financing operations including a possible debt restructuring, as well as the possible financial support from the principal shareholder of the group to which the Trust belongs. However, the Trust might not be
able to access future financing when required. Therefore, there is no assurance that the Trust will be able to obtain the necessary liquidity in a timely manner or under commercially acceptable terms.
Therefore, these facts and conditions indicate that there is a material uncertainty that may cast significant doubt about the Trust’s ability to continue as a going concern and, therefore, it is
likely that the Trust may not be able to realize its assets and fulfill its liability obligations in the normal course of its activities.
These condensed interim 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 Trust as of September 30, 2025, and for the period then ended, were not appropriate.
| c. |
Use of judgments and estimates
|
In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates.
9
The significant judgments made by management in applying the Trust’s accounting policies and the key sources of estimation uncertainty are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.
| d. |
Measurement of fair values:
|
A number of the Trust’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.
The Trust has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair
value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair
values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, 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 Trust uses market observable data as far as 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); and
|
| • |
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 are categorized in 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 Trust recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
| e. |
Material accounting policies
|
These condensed interim financial statements follow the same accounting policies and methods of computation as the last annual financial statements.
| f. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025 and have been adopted by the Trust. Their adoption has
not had any material impact on the disclosure or the amounts reported in these interim financial statements. The Trust has not early adopted any forthcoming new or amended accounting standards in preparing these condensed interim financial
statements. The Trust does not expect to have a significant impact from the adoption of the forthcoming standards.
| 3. |
Cash and cash equivalents and restricted cash
|
As of September 30, 2025 and December 31, 2024 cash and cash equivalents and restricted cash is as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Bank deposits (1)
|
$
|
8,548,849
|
$
|
351,043,211
|
||||
|
Total cash and cash equivalents and restricted cash
|
$
|
8,548,849
|
$
|
351,043,211
|
||||
| (1) |
On March 12, 2025 the Trust paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the senior notes that from that date has a
balance of $303,000,000. As of the date of the issuance of these interim condensed financial statements, the debt service reserve fund has not be fully funded. See notes 2b. “Going concern” and Note 8(2)., for additional defaults subsequent
to September 30, 2025.
|
10
| 4. |
Related-party transactions and balances-
|
Outstanding balances with related parties as of September 30, 2025 and December 31, 2024 are as follows:
|
As of
|
||||||||
|
September 30,
2025
|
December 31,
2024
|
|||||||
|
Receivable
|
||||||||
|
Affiliate:
|
||||||||
|
Murano World, S. A. de C. V.(1)
|
$
|
314,387,504
|
$
|
315,490,917
|
||||
|
Fideicomiso Murano 2000/CIB3001 (2)
|
5,887,975,533
|
5,908,640,738
|
||||||
|
Total related parties’ receivable
|
||||||||
|
6,202,363,037
|
6,224,131,655
|
|||||||
|
Short term
|
$
|
739,702,489
|
$
|
267,364,622
|
||||
|
Long term
|
$
|
5,462,660,548
|
$
|
5,956,767,033
|
||||
|
As of
|
||||||||
|
September 30,
2025
|
December 31,
2024
|
|||||||
|
Payable:
|
||||||||
|
Affiliate:
|
||||||||
|
Operadora Hotelera GI, S. A. de C. V. (3)
|
$
|
12,270,174
|
$
|
8,253,780
|
||||
|
Murano World, S. A. de C. V. (4)
|
8,046,598
|
8,993,561
|
||||||
|
Murano PV, S. A. de C. V. (4)
|
6,727,568
|
7,519,302
|
||||||
|
Fideicomiso Murano 2000 CIB/3001(5)
|
302,786,550
|
338,419,950
|
||||||
|
Total related parties payable
|
329,830,890
|
363,186,593
|
||||||
|
Short term
|
$
|
27,044,340
|
$
|
24,766,643
|
||||
|
Long term
|
$
|
302,786,550
|
$
|
338,419,950
|
||||
| (1) |
This balance is composed of the following transaction:
|
On September 12, 2024, the Trust granted a long-term loan to Murano World, S. A. de C. V. for USD$15,246,052 with a maturity of 7 years and an interest rate of 11% plus 2% paid-in-kind (PIK)
interest, which is capitalized during the first 3 years of the loan agreement.
The loan includes its origination cost.
| (2) |
This balance is composed of the following transaction:
|
On September 12, 2024, the Trust granted a long-term loan to Murano World, S. A. de C. V. for USD$285,534,199 with a maturity of 7 years and an interest rate of 11% plus 2% paid-in-kind (PIK)
interest, which is capitalized during the first 3 years of the loan agreement. Additionally, it grants a guarantee fund equivalent to USD$16,500,000 under safekeeping, which may be offset against the principal at the end of the agreement term (see
account payable).
The loan includes its origination cost.
| (3) |
Cash flow generated from the hotel’s operation, deposited in bank checking accounts in the name of the Trust. These resources will be used for the payment of the senior notes, as stipulated in the trust agreement.
|
| (4) |
Reimbursement of expenses.
|
| (5) |
Derived from the debt issuance agreement by Fideicomiso 4323 (“Indenture Agreement”) entered into on September 12, 2024, Fideicomiso Murano 2000 CIB/3001 grants a guarantee fund equivalent to USD$16,500,000.00 (Sixteen million five hundred
thousand U.S. dollars 00/100 legal tender in the United States of America) under safekeeping, which may be offset against the principal amount upon the termination of this Loan Agreement.
|
11
| 5. |
Long-term debt
|
|
As of
|
||||||||
|
September 30,
2025
|
December 31,
2024
|
|||||||
|
Current liabilities:
|
||||||||
|
Interest
|
$
|
362,708,756
|
$
|
205,425,938
|
||||
|
Secured senior notes
|
5,419,739,997
|
-
|
||||||
|
Total current liabilities
|
$
|
5,782,448,753
|
$
|
205,425,938
|
||||
|
Non-current liabilities:
|
||||||||
|
Secured senior notes
|
$
|
-
|
$
|
5,954,627,285
|
||||
|
Total non-current liabilities
|
$
|
-
|
$
|
5,954,627,285
|
||||
|
Nominal
interest rate
2025
|
As of
|
||||||||||
|
|
Currency
|
Maturity
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Fideicomiso 4323 (issuer trust):
|
|||||||||||
|
Senior Notes(1)
|
USD
|
11% plus 2%
of PIK
capitalized
first three
years
|
2031
|
$
|
5,615,864,721
|
$
|
6,153,090,000
|
||||
|
Cost to obtain loans and commissions
|
(196,124,724
|
)
|
(233,007,287
|
)
|
|||||||
|
Total Fideicomiso 4323
|
5,419,739,997
|
5,920,082,713
|
|||||||||
|
Accrued interest payable
|
362,708,756
|
239,970,510
|
|||||||||
|
Total debt
|
5,782,448,753
|
6,160,053,223
|
|||||||||
|
Current instalments
|
5,782,448,753
|
205,425,938
|
|||||||||
|
Long-term debt, excluding current instalments
|
$
|
-
|
$
|
5,954,627,285
|
|||||||
| (1) |
On September 12, 2024, the Trust closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see note 1). The main uses of this financing were to repay in full the balances of the secured
mortgage syndicated loan and the receivable VAT credit from its related party, Fideicomiso Murano 2000/CIB 3001, and the remaining balance was transferred as working capital to Murano World, S.A. de C.V. (Murano World), related party. The
senior notes are guaranteed by private unit 1, owned by Fideicomiso Murano 2000/CIB 3001, as well as by private unit 2, belonging to Murano World from the Cancún Complex. They are also guaranteed by the collection rights from the hotel
operations of the 1,016 rooms, the collection rights from future rents of F2000, and the shares of Operadora Hotelera GI, S. A. de C. V.
|
On December 10, 2024, the Trust registered US$300 million senior notes on the Singapore Exchange (SGX), with the effective listing date commencing on December 11, 2024.
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of 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. The debt service coverage ratio still on default as of September 30, 2025. Such Rapid Amortization Event did not result in the debt
being callable under the terms of the Senior Secured Notes. See Note 8(2) for additional details about defaults subsequent to September 30, 2025.
12
| 6. |
Income tax
|
The Trust is considered not to engage in business activities in accordance with Rule 3.1.14 of the Miscellaneous Tax Resolution (“Resolución Miscelánea Fiscal”), provided it continues to comply
with the requirements cited therein. Therefore, it will not be obligated to file provisional payment for this tax; however, for VAT purposes, it must file definitive payments in accordance with Article 74 of the Regulations to the Value Added Tax Law
(“Reglamento de la Ley del Impuesto al Valor Agregado”).
Regarding income tax (“ISR”) withholdings made to the Trust by banking institutions, these will be recorded as a distribution when delivered to their Beneficiaries. The beneficiaries or, when
applicable, the guarantors, must pay taxes under the corresponding titles of the income tax (“ISR”) law, regarding accumulable income and authorized deductions obtained through the Trust.
| 7. |
Commitments and contingencies
|
| (a) |
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the five years prior to the most recent income tax return filed.
|
| (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 100% of the omitted taxes.
|
| (c) |
The Trust has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes and lease agreements. As referred to in the Going Concern Note 2b., in order to address and mitigate the
risks of such future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others. The Trust is under negotiations with the holders of the Senior Secured Notes for a potential restructuring.
Whilst the terms of such a restructuring of the Senior Secured Notes have not yet been agreed with the noteholders, Management believes that, based such a restructuring plan, is likely to be successful.
|
13
| 8. |
Subsequent events
|
| 1. |
The Trust did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12, 2025,
such failure constitutes an Event of Default under the Indenture governing the 2031 Notes.
|
As part of this process, the Trust has initiated discussions with key stakeholders, including an ad hoc group of Noteholders representing a significant majority of the outstanding
amount of the 2031 Notes, as well as other financial creditors. The Trust also maintained close communication with the Noteholders advisors to support these efforts and intends to pursue a consensual, out-of-court restructuring solution.
This decision reflects the Trust’s ongoing efforts to preserve liquidity in the face of continued operational and financial challenges. The Trust is implementing a strategy to
strengthen its capital structure and ensure long-term financial sustainability. The Trust confirms that it continues to meet, and remains committed to meeting, its operational obligations to key suppliers, vendors, clients and commercial partners as
they come due.
| 2. |
The Trust continues 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).
|
* * * * * *
14
Exhibit 99.3
Fideicomiso Murano 2000 CIB/3001
Condensed Interim Financial Statements as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024
Fideicomiso Murano 2000 CIB/3001
Condensed Interim Financial Statements for 2025 and 2024
|
Table of contents
|
Page
|
|
Condensed Interim Statements of Financial Position
|
3
|
|
Condensed Interim Statements of Profit or Loss and Other Comprehensive Income
|
4
|
|
Condensed Interim Statements of Change in Net Assets
|
5
|
|
Condensed Interim Statements of Cash Flows
|
6
|
|
Notes to Condensed Interim Financial Statements
|
7 - 17
|
2
Fideicomiso Murano 2000 CIB/3001
Condensed Interim Statements of Financial Position
As of September 30, 2025 and December 31, 2024
(Mexican pesos)
|
Notes
|
September 30,
|
December 31,
|
||||||||||
|
2025
|
2024
|
|||||||||||
|
Assets
|
||||||||||||
|
Current Assets:
|
||||||||||||
|
Cash and cash equivalents
|
3
|
$
|
1,081,831
|
$
|
196,625,838
|
|||||||
|
VAT receivable
|
321,912,214
|
291,635,084
|
||||||||||
|
Other receivables
|
2,867,587
|
2,095,041
|
||||||||||
|
Due from related parties
|
4
|
17,396,860
|
20,608,384
|
|||||||||
|
Prepayments
|
205,189
|
205,189
|
||||||||||
|
Total current assets
|
343,463,681
|
511,169,536
|
||||||||||
|
Due from related parties
|
4
|
302,786,550
|
338,419,950
|
|||||||||
|
Property, construction in process and equipment, net
|
5
|
11,810,718,404
|
11,718,711,002
|
|||||||||
|
Total assets
|
$
|
12,456,968,635
|
$
|
12,568,300,488
|
||||||||
|
Liabilities and Net Assets
|
||||||||||||
|
Current Liabilities:
|
||||||||||||
|
Trade accounts payable and accumulated expenses
|
$
|
105,131,612
|
$
|
99,713,973
|
||||||||
|
Due to related parties
|
4
|
702,208,196
|
303,807,506
|
|||||||||
|
4
|
528,122,612
|
567,582,564
|
||||||||||
|
Total current liabilities
|
1,335,462,420
|
971,104,043
|
||||||||||
|
Non-current Liabilities:
|
||||||||||||
|
Due to related parties, excluding current instalments
|
4
|
5,237,836,714
|
5,654,828,384
|
|||||||||
|
Total non-current liabilities
|
5,237,836,714
|
5,654,828,384
|
||||||||||
|
Total liabilities
|
6,573,299,134
|
6,625,932,427
|
||||||||||
|
Net Assets
|
||||||||||||
|
Net parent investment
|
213,191,683
|
213,191,683
|
||||||||||
|
Accumulated deficit
|
(1,092,051,358
|
)
|
(1,033,352,798
|
)
|
||||||||
|
Other comprehensive income
|
6,762,529,176
|
6,762,529,176
|
||||||||||
|
Total Net Assets
|
5,883,669,501
|
5,942,368,061
|
||||||||||
|
Total Liabilities and Net Assets
|
$
|
12,456,968,635
|
$
|
12,568,300,488
|
||||||||
The accompanying notes are an integral part of these condensed interim financial statements.
3
Condensed Interim Statements of Profit or Loss and Other Comprehensive Income
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine-months period
ended September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Service income
|
$
|
29 412 000
|
$
|
-
|
||||
|
Other income
|
4,258,317
|
6,165,072
|
||||||
|
33,670,317
|
6,165,072
|
|||||||
|
Direct and selling, general and administrative expenses:
|
||||||||
|
Depreciation and amortization
|
117,147,011
|
74,832,594
|
||||||
|
Advertising
|
216,000
|
-
|
||||||
|
Property tax
|
1,198,908
|
999,090
|
||||||
|
Professional fees
|
17,535,826
|
49,553,843
|
||||||
|
Administrative services
|
22,312,946
|
123,445,623
|
||||||
|
Maintenance and conservation
|
1,850,000
|
2,480,000
|
||||||
|
Utility expenses
|
11,232,689
|
10,670,515
|
||||||
|
Costs of obtaining loans
|
14,286,987
|
19,186,473
|
||||||
|
Other costs
|
191,718
|
13,392
|
||||||
|
Total direct and selling, general and administrative expenses
|
185,972,085
|
281,181,530
|
||||||
|
Operating loss
|
(152,301,768
|
)
|
(275,016,458
|
)
|
||||
|
Exchange rate income (expense), net
|
634,863,557
|
(672,272,046
|
)
|
|||||
|
Valuation of financial derivative instruments
|
-
|
(41,557,895
|
)
|
|||||
|
Interest income
|
3,843,487
|
19,523,343
|
||||||
|
Interest expense
|
(545,103,836
|
)
|
(118,478,263
|
)
|
||||
|
Net loss for the period
|
(58,698,560
|
)
|
(1,087,801,319
|
)
|
||||
|
Total comprehensive loss
|
$
|
(58,698,560
|
)
|
$
|
(1,087,801,319
|
)
|
||
The accompanying notes are an integral part of these condensed interim financial statements.
4
Fideicomiso Murano 2000 CIB/3001
Condensed Interim Statements of Changes in Net Assets
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
|
Note |
Net parent
investment
|
Retained
earnings
(accumulated
deficit)
|
Other
Comprehensive
Income
Revaluation of
property,
construction in
process and
equipment net of
deferred income
tax
|
Total
|
||||||||||||
|
Balance as of January 1, 2024
|
$
|
213,191,683
|
$
|
673,089,663
|
$
|
5,545,570,972
|
$
|
6,431,852,318
|
|||||||||
|
Loss for the period
|
-
|
(1,087,801,319
|
)
|
-
|
(1,087,801,319
|
)
|
|||||||||||
|
Balance as of September 30, 2024
|
213,191,683
|
(414,711,656
|
)
|
5,545,570,972
|
5,344,050,999
|
||||||||||||
|
Balance as of January 1, 2025
|
213,191,683
|
(1,033,352,798
|
)
|
6,762,529,176
|
5,942,368,061
|
||||||||||||
|
Loss for the period
|
-
|
(58,698,560
|
)
|
-
|
(58,698,560
|
)
|
|||||||||||
|
Balance as of September 30, 2025
|
$
|
213,191,683
|
$
|
(1,092,051,358
|
)
|
$
|
6,762,529,176
|
$
|
5,883,669,501
|
||||||||
The accompanying notes are an integral part of these condensed interim financial statements.
5
Fideicomiso Murano 2000 CIB/3001
Condensed Interim Statements of Cash Flows
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine-month periods
ended September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Loss before income taxes
|
$
|
(58,698,560
|
)
|
$
|
(1,087,801,319
|
)
|
||
|
Adjustments for:
|
||||||||
|
Depreciation of property, construction in process and equipment
|
117,147,011
|
74,832,594
|
||||||
|
Amortization of costs to obtain loans and commissions
|
14,286,987
|
46,187,477
|
||||||
|
Valuation of financial derivative instruments
|
-
|
43,348,480
|
||||||
|
Interest expense
|
545,103,836
|
118,478,263
|
||||||
|
Interest income
|
(3,843,487
|
)
|
(19,523,343
|
)
|
||||
|
Effect on changes in foreign exchange rates
|
-
|
771,929,228
|
||||||
|
613,995,787
|
(52,548,620
|
)
|
||||||
|
Changes in:
|
||||||||
|
Increase in VAT and other receivables
|
(31,049,676
|
)
|
(13,728,936
|
)
|
||||
|
Decrease in prepayments
|
-
|
581,833
|
||||||
|
Increase in related parties, net
|
(538,012,435
|
)
|
(4,046,243
|
)
|
||||
|
Increase (decrease) in trade payables
|
5,417,639
|
(15,907,535
|
)-
|
|||||
|
Net cash flows used in operating activities
|
50,351,315
|
(85,649,501
|
)
|
|||||
|
Cash flows used in investing activities:
|
||||||||
|
Acquisition of property, construction in process and equipment
|
(209,154,413
|
)
|
(1,052,586,806
|
)
|
||||
|
Reimbursement of guarantee deposit
|
-
|
812,602,920
|
||||||
|
Interest received
|
3,843,487
|
93,098,590
|
||||||
|
Net cash flows used in investing activities
|
(205,310,926
|
)
|
(146,885,296
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Contributions for future increase in assets
|
(39,459,952
|
)
|
156,449,411
|
|||||
|
Loan proceeds
|
-
|
420,620,427
|
||||||
|
Loan payments to third parties
|
-
|
(5,115,030,211
|
)
|
|||||
|
Loans received from related parties
|
-
|
5,075,593,860
|
||||||
|
Interest paid
|
(1,124,444
|
)
|
(160,453,659
|
)
|
||||
|
Net cash flows from financing activities
|
(40,584,396
|
)
|
377,179,828
|
|||||
|
Net (decrease) increase in cash and cash equivalents and restricted cash
|
(195,544,007
|
)
|
144,645,031
|
|||||
|
Cash and cash equivalents and restricted cash at the beginning of the period
|
196,625,838
|
40,671,084
|
||||||
|
Cash and cash equivalents and restricted cash at the end of the period
|
$
|
1,081,831
|
$
|
185,316,115
|
||||
The accompanying notes are an integral part of these condensed interim financial statements.
6
Notes to the Condensed Interim Financial Statements
for the nine-month periods ended September 30, 2025 and 2024
(Amounts in Mexican pesos)
| 1. |
Reporting Entity and description of business
|
| a. |
Corporate information
|
On December 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer, and Oscar Jazmani Mendoza Escobar, Interim Global Chief Financial Officer,
authorized the issuance of these condensed interim financial statements.
Fideicomiso Murano 2000 CIB/3000 (the Trust) is a trust constituted on May 28, 2018, under Mexican laws with domicile at Montes Urales No. 105, Colonia Lomas de Chapultepec III Sección, Alcaldía
Miguel Hidalgo, C.P. 11000. On March 8, 2024, as part of a capital restructuring, the Trust became a subsidiary of Murano PV, S.A. de C.V. The ultimate controlling entity of Murano PV, S.A. de C.V. is Murano Global Investments PLC.
The Trust has no employees; administrative and construction services are provided by Murano World, S.A. de C.V., Edificaciones BVG, S.A. de C.V., Servicios
Corporativos BVG, S.A. de C.V., and Murano Management, S.A. de C.V., all related companies (note 4).
The Trust is part of the development of a resort complex in Grand Island, Cancun, Quintana Roo (the “GIC Complex” by the Murano Group ((the Group)), 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 Trust’s management and board of directors, following recent market developments and market
outlook, have updated the Trust’s strategic development pipeline as follows:
| II. |
Phase two is consist of a total of approximately 1,254 condominiums, divided into four condominium towers. The Group’s management and board of directors are continuously evaluating the plan for phase
two of the GIC Complex.
|
| b. |
Significant transactions
|
| i. |
Refer to note 8 “Subsequent events” for significant transaction after September 30, 2025.
|
7
| ii. |
On September 12, 2025, Murano Global Investments PLC announced that Murano Group’s trust vehicle, CIBanco, S.A., Institución de Banca Múltiple (succeeded by Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, as
trustee), in its capacity as fiduciario (trustee) under the trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) did not make the scheduled interest payment due on such date in respect to the 2031 Notes. See note 8 (1) for
additional defaults.
|
| iii. |
During Q2 2025, the Group initiated an enhancement to its corporate strategy focused on building a Bitcoin (BTC) Treasury while continuing to concentrate on its core operations, real estate development and the management of its hotel and
resort business in Mexico. However, as announced on September 4, 2025, and in conjunction with the corporate governance changes at Murano Global Investments PLC (its parent company), including the resignation of four members of the board
and the global Chief Financial Officer, as well as the appointment of one independent director and an interim global Chief Financial Officer, the Group decided to pause its BTC treasury initiative. This decision reflects management’s focus
on supporting the optimization of its Mexican real estate assets and the restructuring of its debt obligations. The Board believes that this approach will enhance operational efficiency and better align with the Company’s long-term
objectives.
|
2024
| iv. |
On October 17, 2024, Murano PV and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This loan is intended to assist Murano PV with its working capital. The maturity of this loan is October 28, 2027. On October 28, 2024, the
Group received the tranche A and part of the tranche B, for a total amount of U.S.$54,942,059. The interest will be capitalized during the term of the loan at an interest rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the
second year and SOFR + 4.25% for the third year.
|
| v. |
On September 12, 2024, the Group closed a 144A bond financing, issuing secured senior notes for U.S.$300 million (see Note 7 (13)). The main uses of this financing
were to repay in full the balances of the secured mortgage syndicated loan from Fideicomiso Murano 2000 /CIB 3001 and the VAT.
|
| vi. |
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 is a trust constituted on April 16, 2024, by Murano PV, S.A. de C.V., Operadora Hotelera GI, S.A. de C.V., and Fideicomiso Murano 2000
CIB/3001, all as grantors and second beneficiaries of the Trust, and Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as Collateral Agent, for the benefit of the Bondholders, as First Beneficiary.
|
| vii. |
The GIC I complex phase began operations with the inauguration of the Vivid Hotel on April 1, 2024.
|
| 2. |
Basis of preparation
|
In accordance with the “Ley General de Sociedades Mercantiles” and the statutes of the Trust, the Technical Committee of the Trust has the power to modify the financial statements after
issuance. The financial statements will be submitted for approval at the next meeting of the Technical Committee.
| a. |
Statement of compliance
|
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction
with the Trust´s last annual financial statements as of and for the year ended December 31, 2024.
These condensed interim financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting
Standards and should be read in conjunction with the financial statements as of December 31, 2024 and for the period then ended. However, selected explanatory notes are included to explain events and transactions that are significant to an
understanding of the changes in the Trust’s financial position and performance since the last annual financial statements.
8
| b. |
Going concern basis
|
These condensed interim financial statements have been prepared assuming the Trust will continue as a going concern. However, management
has identified material uncertainties that may cast substantial doubt on the ability of the Trust to continue as a going concern. As a result, the Trust may be unable to realize its assets and discharge its liabilities in the normal course of
business.
The Trust is an emerging growth company. The trust has incurred significant debt primarily to fund operating expenses and finance the construction projects. As of September 30, 2025, 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 condensed interim financial
statements may be insufficient.
In addition, as of and after September 30, 2025, certain covenants have been breached as follows:.
| i |
The Trust did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12, 2025, such failure constitutes an
Event of Default under the Indenture governing the 2031 Notes. The Group delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera GI, and Fideicomiso CIB 4323 after the 120 days
period established in Section 4.03 of the Indenture governing the US$300MM 11.00% Senior Secured Notes due 2031 (the “2031 Notes”) issued on September 12, 2024.
|
The Trust has not yet delivered the audited financial statements of the Trust 3224, which includes the mortgage over the private unit 2 of the Cancun Complex, as this trust has
no operations other than the mortgage described above. The Company expects to deliver those financial statements in the short term.
As the Trust continues with formal discussion with the ad hoc group of the Note. Due to the breaches described above the Notes are classified as current liability as of September 30, 2025.
Certain covenant tests will arise, under the terms of the Senior Notes issued by Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 (the “ Issuer Trust”, a related party of
the Company where the Trust is a mortgage guarantor). As mentioned in note 7(3), the Trust’s management has assessed that, during the twelve months following the authorization and issuance of these financial statements, certain situations of
non-compliance with affirmative and negative covenants related to the financing agreement will occur. To address and mitigate the risk of potential breaches of the financing agreement’s affirmative and negative covenants, the Trust is in
communications with the noteholders lender to execute a debt restructuring. The objective of such a debt restructuring includes eliminating the risk of future breaches of the affirmative and negative covenants of the financing agreement through the
renegotiation of the different terms and conditions. Although, as of the issuance date of these financial statements, the terms of said restructuring have not yet been agreed upon with the holders of the notes, the Trust’s management believes that,
such a restructuring plan is likely to be successful and will mitigate the risk regarding the Trust’s ability to continue operating on a going concern basis.
As of the issuance of these financial statements, management continues to evaluate strategies to obtain the necessary operating cash flow, comply with the affirmative and negative covenants of
the financing agreement, and/or execute the debt restructuring that results in favorable modifications to the current contractual terms for the Trust, including certain affirmative and negative covenants that could be in default, and also to allow
the Trust to have the necessary cash flow to pay its obligations as they become due. In making these evaluations, the Trust’s management has considered available cash sources, income from the hotel operations of Operadora Hotelera GI, S. A. de C.
V., and future financing operations, including a possible debt restructuring, as well as the potential financial support from the principal shareholder of the group to which the Trust belongs. However, the Trust may not be able to access future
financing when required. Therefore, there is no assurance that the Trust will be able to obtain the necessary liquidity when required or under commercially acceptable terms.
9
Therefore, these facts and conditions indicate that there is a material uncertainty that may cast significant doubt about the Trust’s ability to continue as a going concern and, therefore, it is
likely that the Trust may not be able to realize its assets and fulfill its liability obligations in the normal course of its activities.
These condensed interim 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 Trust as September 30, 2025, and for the period then ended, were not appropriate.
| c. |
Use of judgments and estimates
|
In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Trust’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Trust’s last annual
audited financial statements as of December 31, 2024.
Measurement of fair values:
A number of the Trust’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.
The Trust has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair
value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair
values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, 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 Trust uses market observable data as far as 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); and
|
| • |
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 are categorized in 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 Trust recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during
which the change has occurred.
| d. |
Material accounting policies
|
These condensed interim financial statements follow the same accounting policies and methods of computation as the last annual financial statements.
10
| e. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025 and have been adopted by the Trust. Their adoption has
not had any material impact on the disclosure or the amounts reported in these condensed consolidated and combined interim financial statements. The Trust has not early adopted any forthcoming new or amended accounting standards in preparing these
condensed consolidated and combined interim financial statements. The Trust does not expect to have a significant impact from the adoption of the forthcoming standards.
| 3. |
Cash and cash equivalents
|
As of September 30, 2025 and December 31, 2024 cash and cash equivalents is as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Bank deposits
|
$
|
1,181,831
|
$
|
196,625,838
|
||||
|
Total cash and cash equivalents
|
$
|
1,181,831
|
$
|
196,625,838
|
||||
| 4. |
Related-party transactions and balances-
|
| i. |
Outstanding balances with related parties as of September 30, 2025 and December 31, 2024 are as follows:
|
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Receivable
|
||||||||
|
Affiliate:
|
||||||||
|
Operadora Hotelera GI, S. A. de C. V. (1)
|
$
|
17,396,860
|
$
|
20,437,260
|
||||
|
Sofoplus S. A. P. I. de C. V. (2)
|
-
|
171,124
|
||||||
|
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB 4323(3)
|
302,786,550
|
338,419,950
|
||||||
|
|
||||||||
|
Total related parties receivable
|
$
|
320,183,410
|
$
|
359,028,334
|
||||
|
|
||||||||
|
Current portion
|
$
|
17,396,860
|
$
|
20,608,384
|
||||
|
|
||||||||
|
Long-term portion
|
$
|
302,786,550
|
$
|
338,419,950
|
||||
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Payable:
|
||||||||
|
Affiliate:
|
||||||||
|
Servicios Corporativos BVG, S. A. de C. V. (4)
|
$
|
5,778,632
|
$
|
5,118,043
|
||||
|
Edificaciones BVG, S. A. de C. V.(5)
|
27,235,359
|
26,101,880
|
||||||
|
Murano Management, S. A. de C. V. (6)
|
8,685,613
|
8,775,905
|
||||||
|
Sofoplus S.A.P.I de C. V., SOFOM ER (7)
|
9,999,325
|
9,999,324
|
||||||
|
Operadora Hotelera GI, S. A. de C. V. (8)
|
370,448
|
-
|
||||||
|
Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB 4323(98)
|
5,887,975,533
|
5,908,640,738
|
||||||
|
Total related parties payable
|
5,940,044,910
|
5,958,635,890
|
||||||
|
Current portion
|
$
|
702,208,196
|
$
|
303,807,506
|
||||
|
|
||||||||
|
Long-term portion
|
$
|
5,237,836,714
|
$
|
5,654,828,384
|
||||
| (1) |
This balance is integrated of the following transactions:
|
| (i) |
Guarantee deposit in te amount of $4,870,138 for lease payments included in the balance as of September 30, 2025 and December 31, 2024, respectively.
|
| (ii) |
Advance payments for expense reimbursement in the amount of $12,526,722 and $15,567,122 as of September 30, 2025 and December 31, 2024, respectively.
|
| (2) |
Prepaid interest.
|
| (3) |
Derived from the Indenture Agreement, F2000 grants the issuing Trust under its custody a guarantee fund equivalent to U.S.$16,500,000.00 (Sixteen Million Five Hundred Thousand Dollars and 00/100, legal tender in the United States of
America), which may be offset against the principal amount upon the agreement term.
|
| (4) |
This balance is generated by specialized administrative services given to the Trust.
|
| (5) |
This balance is generated by construction services given to the Trust.
|
| (6) |
Specialized administrative services and expense reimbursement given to the Trust.
|
| (7) |
Financial factoring with suppliers for discounting of their invoices with Sofoplus.
|
| (8) |
Reimbursement of expenses.
|
| (9) |
This balance is composed of the following loan agreements:
|
11
Contributions for future net assets increase
Contributions for future net assets increase are contributions granted by the shareholders of the Trust 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. As of September 30, 2025 and December 31, 2024 Murano World, S. A. de
C. V., the balance of contributions for future capital increase received by the Trust amounted $528,122,612 and $567,582,564, respectively.
12
| 5. |
Property, construction in process and equipment
|
Reconciliation of carrying amounts
|
Construction in
|
||||||||||||||||||||||||
|
Land
|
process
|
Buildings
|
Elevators
|
Furniture(1)
|
Total
|
|||||||||||||||||||
|
Cost:
|
||||||||||||||||||||||||
|
Balances as of January 1, 2024
|
$
|
3,000,019,522
|
$
|
6,347,570,388
|
$
|
-
|
$
|
-
|
$
|
688,723
|
$
|
9,348,278,633
|
||||||||||||
|
Additions
|
1,267,130,396
|
-
|
-
|
-
|
1,267,130,396
|
|||||||||||||||||||
|
Capitalization of FF&E and
|
||||||||||||||||||||||||
|
OS&E, buildings and elevators
|
(3,262,598,851
|
)
|
2,997,828,444
|
9,005,919
|
255,764,488
|
-
|
||||||||||||||||||
|
Revaluation
|
895,920,272
|
217,896,510
|
103,141,422
|
-
|
-
|
1,216,958,204
|
||||||||||||||||||
|
Balances as of December 31, 2024
|
$
|
3,895,939,794
|
$
|
4,569,998,443
|
$
|
3,100,969,866
|
$
|
9,005,919
|
$
|
256,453,211
|
$
|
11,832,367,233
|
||||||||||||
|
Additions
|
-
|
209,154,413
|
-
|
-
|
-
|
209,154,413
|
||||||||||||||||||
|
Balances as of September 30, 2025
|
$
|
3,895,939,794
|
$
|
4,779,152,856
|
$
|
3,100,969,866
|
$
|
9,005,919
|
$
|
256,453,211
|
$
|
12,041,521,646
|
||||||||||||
|
Construction in
|
||||||||||||||||||||||||
|
Land
|
process
|
Buildings
|
Elevators
|
Furniture(1)
|
Total
|
|||||||||||||||||||
|
Accumulated depreciation:
|
||||||||||||||||||||||||
|
Balances as of January 1, 2024
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(80,350
|
)
|
$
|
(80,350
|
)
|
||||||||||
|
Depreciation
|
-
|
-
|
(55,745,783
|
)
|
(675,444
|
)
|
(57,154,654
|
)
|
(113,575,881
|
)
|
||||||||||||||
|
Balances as of December 31, 2024
|
-
|
-
|
(55,745,783
|
)
|
(675,444
|
)
|
(57,235,004
|
)
|
(113,656,231
|
)
|
||||||||||||||
|
Depreciation
|
-
|
-
|
(58,143,186
|
)
|
(675,444
|
)
|
(58,328,381
|
)
|
(117,147,011
|
)
|
||||||||||||||
|
Balances as of Septiembre 30, 2025
|
-
|
-
|
(113,888,969
|
)
|
(1,350,888
|
)
|
(115,563,385
|
)
|
(230,803,242
|
)
|
||||||||||||||
|
Carrying amounts as of:
|
||||||||||||||||||||||||
|
December 31, 2024
|
$
|
3,895,939,794
|
$
|
4,569,998,443
|
$
|
3,045,224,083
|
$
|
8,330,475
|
$
|
199,218,207
|
$
|
11,718,711,002
|
||||||||||||
|
September 30, 2025
|
$
|
3,895,939,794
|
$
|
4,779,152,856
|
$
|
2,987,080,897
|
$
|
7,655,031
|
$
|
140,889,826
|
$
|
11,810,718,404
|
||||||||||||
|
(1)
|
Includes FF&E and OS&E assets.
|
13
Construction in process
GIC I is a hotel complex with up to 1,016 rooms, currently under construction in Cancun, Quintana Roo; the total amount expected to be invested in the construction is
$3,200,000,000, excluding land and financial costs. For the six-months period ended September 30, 2025, and the year ended December 31, 2024, construction cost incurred were $209,154,413 and $1,267,130,396, respectively.
There was no capitalization of borrowing cost included in the construction costs of the above-described hotel complexes for the six-months period ended September 30, 2025,
for the year ended December 31, 2024 and the capitalization borrowing cost was $85,174,178. These borrowing costs were calculated using a capitalization rate of 100% before the operation period of Vivid starting April 1, 2024, after that date the
capitalization was 60% finalizing on September 12, 2024 with the payment of the syndicated loan in full as part of the proceeds obtained with the issuance of the Senior Notes as described in Note 1b.2.
Measurement of fair value
Land, construction in process and buildings
Fair value hierarchy
The Trust 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 and construction in process 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).
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 buildings, as well as the significant unobservable inputs used.
The revaluation gain as of December 31, 2024 was $217,896,510. The trust did not revalue the assets as of September 30, 2025 and any the interim periods, as no factors or indicators were
identified that could give rise to a material change in the fair value from the prior period revaluation.
14
|
Valuation technique
|
Significant unobservable inputs
|
Inter-relationship between
significant unobservable
inputs and fair value
measurement
|
||
|
Land
Trust directors use the market-based approach to determine the value of the land 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 prices paid by market participants and/or current asking market prices 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 the adjustments applied were higher.
|
|
Construction in process
Trust 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:
• 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.
|
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.
|
15
|
Buldings
Trust directors 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:
• 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.
|
N/A
|
N/A as not adjustment factor was used.
|
Carrying amount
Had the Group’s land, construction in process and buildings been measured on a historical cost basis, their carrying amount would have been as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Land
|
$
|
203,300,683
|
$
|
203,300,683
|
||||
|
Construction in process
|
2,911,945,066
|
2,702,790,653
|
||||||
|
Buildings
|
1,898,287,590
|
1,898,287,590
|
||||||
|
Total
|
$
|
5,013,533,339
|
$
|
4,804,378,926
|
||||
| 6. |
Income tax
|
The trust does not carry out business activities in accordance with the provisions of the rule 3.1.14 of the Miscellaneous Tax Resolutions in Mexico, as long as the Trust is in compliance with
the requirements mentioned therein, it will not be obliged to present monthly income tax returns; However for VAT purposes the Trust needs mandatory to present monthly definitive VAT tax returns in accordance with the provisions of the article 74
of the VAT law.
The trustees or, where applicable, the settlors must pay taxes in the terms of the titles of the Income Tax Law that corresponds to them, with respect to all the taxable income and authorized
deductions that they obtain through the Trust.
| 7. |
Commitments and contingencies
|
| 1. |
In accordance with Mexican Tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be similar to those that would be 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 100% of the
omitted taxes.
|
| 2. |
The Trust, like its assets, are not subject to any legal contingency other than those of a routine nature and characteristic of the business. From transactions with related parties, tax differences could arise if the tax authority, when
reviewing said operations, considers that the process and amounts used by the Trust are not comparable to those used with or between independent parties in comparable operations.
|
16
| 8. |
Subsequent events
|
| 2. |
The Trust continues 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).
|
* * * * * *
17
Exhibit 99.4
Fideicomiso Irrevocable de Administración No. CIB/3224
Condensed Interim Financial Statements as of September 30, 2025, and for nine-months period ended September 30, 2025
Fideicomiso Irrevocable de Administración
No. CIB/3224
Condensed Interim Financial Statements for September 30, 2025
|
Table of contents
|
Page
|
|
Condensed Interim Statements of Financial Position
|
3
|
|
Notes to Condensed Interim Financial Statements
|
4 - 8
|
2
Fideicomiso Irrevocable de Administración No. CIB/3224
Condensed Interim Statements of Financial Position
As of September 30, 2025 and December 31, 2024
(Mexican pesos)
|
Notes
|
September 30,
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||||
|
Assets
|
||||||||||
|
Current Assets:
|
||||||||||
|
Cash and cash equivalents and restricted cash
|
4
|
$
|
1,000
|
$
|
1,000
|
|||||
|
Total current and total assets
|
1,000
|
1,000
|
||||||||
|
Net Assets
|
||||||||||
|
Net parent investment
|
1,000
|
1,000
|
||||||||
|
Total Liabilities and Net Assets
|
$
|
1,000
|
$
|
1,000
|
||||||
The accompanying notes are an integral part of these condensed interim financial statements.
3
Fideicomiso Irrevocable de Administración No. CIB/3224
Notes to the Condensed Interim Financial Statements
As of September 30, 2025 and December 31, 2024
(Amounts in Mexican pesos)
| 1. |
Reporting Entity and description of business
|
| a. |
Corporate information
|
On December 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer and Oscar Jazmani Mendoza Escobar, Interim Global Chief Financial Officer, authorized
the issuance of these condensed interim financial statements.
Fideicomiso Irrevocable de Administración No. CIB/3224 (the “Trust”) is a trust constituted on June 28, 2019, amended and restated from time to time in accordance with the third amendment, joinder
and restatement agreement (tercer convenio modificatorio, de adhesión y de re-expresión) of such trust, entered into by and among (i) CIBanco, S.A., Institución de Banca Múltiple, solely in its capacity as trustee (fiduciario), (ii) Murano World, S.
A. de C. V. (Murano World) as settlor and second place beneficiary, and (iii) Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 (the “Issuer Trust”), as first place beneficiary.
The Trust is part of Grupo Murano (Murano Group), a Mexican development group with extensive experience in the structuring, development and assessment of industrial, residential, corporate office,
and hotel projects in Mexico. The Group is primarily involved in developing and managing luxury hotels in urban and beach resort destinations. The Parent Company of the Group is Murano Global Investments PLC.
The Trust has no operations and it only manage the Mortgage of private unit two of the Grand Island Condominium, described below.
On September 12, 2024, the Issuer Trust (a related party of the Trust) closed a 144A bond financing, issuing senior secured notes for U.S.$300 million. The collateral of the senior
secured notes is described as follows:
| (i) |
the private unit one of the Grand Island Condominium, owned by Fideicomiso Murano 2000/CIB 3001 (Fideicomiso Murano 2000);
|
| (ii) |
private unit two of the Grand Island Condominium, owned by Murano World who in its capacity of trustor and trustee of the Trust, constituted a mortgage of this private unit as part of the collateral of the
senior secure notes.
|
| (iii) |
the collection rights from the hotel operations of the 1,016 rooms, the collection rights from future rents of Fideicomiso Murano2000, and the shares of Operadora Hotelera GI, S. A. de C. V
|
The private unit number two is located at Boulevard Kukulcán KM 16.5, Supermanzana A-2 “A”, second stage, located in the Tourist Development of Cancun, Municipality of Benito Juarez, State of
Quintana Roo, with a total surface of: 30,431.53 m2 (thirty thousand four hundred and thirty-one point fifty-three square meters).
As of December 31, 2024 the private unit number two described above, was value by an independent appraiser in the amount of $1,480,000,000. The Trust did not revalue the assets as of September
30, 2025 and any the interim periods, as no factors or indicators were identified that could give rise to a material change in the fair value from the prior period revaluation.
4
| b. |
Significant transactions
|
2025
| i. |
Refer to note 4 “Subsequent events” for significant transaction after September 30, 2025.
|
| ii. |
On September 12, 2025, Murano Global Investments PLC announced that Murano Group’s trust vehicle, CIBanco, S.A., Institución de Banca Múltiple (succeeded by Banco
Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva, as trustee), in its capacity as fiduciario (trustee) under the
trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) did not make the scheduled interest payment due on such date in respect to the 2031 Notes.
|
| iii. |
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of 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. The debt service coverage ratio still on default as of September 30, 2025. Such Rapid Amortization Event did not result in the debt being callable under the terms of the
Senior Secured Notes.
|
| iv. |
On March 12, 2025 the Trust paid the first coupon of interest in the amount of U.S.$16,500,000 and capitalized the 2% PIK interest in the amount of U.S.$3,000,000 to the principal amount of the secured senior notes that from that date has
a balance of $303,000,000.
|
2024
| i |
On December 10, 2024, the Issuer Trust registered US$300 million senior notes on the Singapore Exchange (SGX), with the effective listing date commencing on December 11, 2024.
|
| ii. |
On September 12, 2024, the Issuer Trust closed a 144A bond financing, issuing secured senior notes for U.S.$300 million. The main uses of this financing were to repay in full the balances of the secured
mortgage syndicated loan and the receivable VAT credit from its related party, Fideicomiso Murano 2000/CIB 3001, and the remaining balance was transferred as working capital to Murano World, S.A. de C.V. (Murano World), related party. The
senior notes are guaranteed by private unit 1, owned by Fideicomiso Murano 2000/CIB 3001, as well as by private unit 2, belonging to Murano World from the Cancún Complex. They are also guaranteed by the collection rights from the hotel
operations of the 1,016 rooms, the collection rights from future rents of F2000, and the shares of Operadora Hotelera GI, S. A. de C. V.
|
| 2. |
Basis of preparation
|
In accordance with the “Ley General de Sociedades Mercantiles” and the statutes of the Trust, the Technical Committee of the Trust has the power to modify the financial statements after issuance.
The financial statements will be submitted for approval at the next meeting of the Technical Committee.
| a. |
Statement of compliance
|
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.
These condensed interim financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting
Standards and should be read in conjunction with the financial statements as of December 31, 2024 the period then ended. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of
the changes in the Trust’s financial position and performance since the last annual financial statements.
5
| b. |
Going concern basis
|
These condensed interim financial statements have been prepared by management assuming that the Trust will continue to operate on a going concern basis. However, the Trust’s management believes
that the financial resources to cover its operations during the twelve months subsequent to the authorization and issuance of these financial statements might be insufficient, which could generate significant doubt about the Trust’s ability to
continue operating on a going concern basis.
Certain covenant tests will arise, under the terms of the Senior Notes issued by the Issuer Trust (a related party of the Trust where the Trust is a mortgage guarantor). The Trust’s management has
evaluated that, during the twelve months subsequent to the authorization and issuance of these financial statements, certain events of default will occur related to the affirmative and negative covenants of the financing agreement entered into by the
Trust during the period. To address and mitigate the risk of potential breaches of the affirmative and negative covenants of the financing agreement, the Trust is in communications with the noteholders to execute a debt restructuring. The objective
of such a debt restructuring includes eliminating the risk of future breaches of the affirmative and negative covenants of the financing agreement through the renegotiation of the different terms and conditions. Although, as of the issuance date of
these financial statements, the terms of said restructuring have not yet been agreed upon with the holders of the notes, the Trust’s management believes that, such a restructuring plan is likely to be successful and will mitigate the risk regarding
the Trust’s ability to continue operating on a going concern basis.
The Trust did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period
ending on October 12, 2025, such failure constitutes an Event of Default under the Indenture governing the 2031 Notes. The Group delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera
GI, and Fideicomiso CIB 4323 after the 120 days period established in Section 4.03 of the Indenture governing the US$300MM 11.00% Senior Secured Notes due 2031 (the “2031 Notes”) issued on September 12, 2024. The Trust has not yet delivered the
audited financial statements of the Trust 3224, which includes the mortgage over the private unit 2 of the Cancun Complex. The Trust expects to deliver those financial statements in the short term.
As of the issuance date of these interim condensed financial statements, management continues to evaluate strategies to obtain the necessary operating cash flow required, comply with the
affirmative and negative covenants of the financing agreement, and/or execute a debt restructuring that results in favorable modifications to the current contractual terms for the Trust, including certain affirmative and negative covenants that might
be in breach; likewise, to allow the Trust to have the necessary cash flow to pay its obligations as they become due. In making these evaluations, the Trust’s management has considered available cash sources, income from the hotel operations of its
related party that acts as guarantor of the cash flows, and future financing operations including a possible debt restructuring, as well as possible financial support from the principal shareholder of the group to which the Trust belongs. However,
the Trust might not be able to access future financing when required. Therefore, there is no assurance that the Trust will be able to obtain the necessary liquidity in a timely manner or under commercially acceptable terms.
Therefore, these facts and conditions indicate that there is a material uncertainty that may cast significant doubt about the Trust’s ability to continue as a going concern and, therefore, it is
likely that the Trust may not be able to realize its assets and fulfill its liability obligations in the normal course of its activities.
These condensed interim 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 Trust as of September 30, 2025, and for the period then ended, were not appropriate.
| c. |
Use of judgments and estimates
|
In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates.
6
The significant judgments made by management in applying the Trust’s accounting policies and the key sources of estimation uncertainty are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.
| d. |
Measurement of fair values:
|
A number of the Trust’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.
The Trust has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair
value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair
values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, 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 Trust uses market observable data as far as 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); and
|
| • |
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 are categorized in 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 Trust recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.
| e. |
Material accounting policies
|
These condensed interim financial statements follow the same accounting policies and methods of computation as the last annual financial statements.
| f. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025 and have been adopted by the Trust. Their adoption has
not had any material impact on the disclosure or the amounts reported in these interim financial statements. The Trust has not early adopted any forthcoming new or amended accounting standards in preparing these condensed interim financial
statements. The Trust does not expect to have a significant impact from the adoption of the forthcoming standards.
| 3. |
Commitments and contingencies
|
| (a) |
The trust does not carry out business activities in accordance with the provisions of the rule 3.1.14 of the Miscellaneous Tax Resolutions in Mexico, as long as the Trust is in compliance with the requirements mentioned therein, it will
not be obliged to present monthly income tax returns; However for VAT purposes the Trust needs mandatory to present monthly definitive VAT tax returns in accordance with the provisions of the article 74 of the VAT law. The trustees or, where
applicable, the settlors must pay taxes in the terms of the titles of the Income Tax Law that corresponds to them, with respect to all the taxable income and authorized deductions that they obtain through the Trust.
|
7
In accordance with Mexican tax law, the tax authorities are empowered to examine transactions carried out during the five years prior to the most recent income tax return filed.
| (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 100% of the omitted taxes.
|
| (c) |
The Trust has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes and lease agreements. As referred to in the Going Concern Note 2b., in order to address and mitigate the
risks of such future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others. The Trust is under negotiations with the holders of the Senior Secured Notes for a potential restructuring.
Whilst the terms of such a restructuring of the Senior Secured Notes have not yet been agreed with the noteholders, Management believes that, based such a restructuring plan, is likely to be successful.
|
| 4. |
Subsequent events
|
| 1. |
The Trust Company did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October
12, 2025, such failure constitutes an Event of Default under the Indenture governing the 2031 Notes.
|
As part of this process, the Trust has initiated discussions with key stakeholders, including an ad hoc group of Noteholders representing a significant majority of the outstanding
amount of the 2031 Notes, as well as other financial creditors. The Group also maintained close communication with the Noteholders advisors to support these efforts and intends to pursue a consensual, out-of-court restructuring solution.
This decision reflects the Trust’s ongoing efforts to preserve liquidity in the face of continued operational and financial challenges. The Trust is implementing a strategy to
strengthen its capital structure and ensure long-term financial sustainability. The Trust confirms that it continues to meet, and remains committed to meeting, its operational obligations to key suppliers, vendors, clients and commercial partners
as they come due.
| 2. |
The Trust continues 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).
|
* * * * * *
8
Exhibit 99.5
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Financial Statements as of September 30, 2025 and for the nine-month periods ended September 30, 2025 and 2024
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Financial Statements for 2025 and 2024
|
Table of contents
|
Page
|
|
Condensed Interim Statements of Financial Position
|
3
|
|
Condensed Interim Statements of Profit or Loss and Other Comprehensive Income
|
4
|
|
Condensed Interim Statements of Change in Stockholders’ Equity
|
5
|
|
Condensed Interim Statements of Cash Flows
|
6
|
|
Notes to Condensed Interim Financial Statements
|
7 - 15
|
2
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Statements of Financial Position
As of September 30, 2025 and December 31, 2024
(Mexican pesos)
|
Notes
|
September 30,
|
December 31,
|
||||||||
|
2025
|
2024
|
|||||||||
|
Assets
|
||||||||||
|
Current Assets:
|
||||||||||
|
Cash and cash equivalents
|
3
|
$
|
2,087,236
|
$
|
11,039,234
|
|||||
|
Trade receivables
|
44,038,829
|
54,003,067
|
||||||||
|
VAT receivable
|
12,351,503
|
3,848,994
|
||||||||
|
Other receivables
|
4,395,603
|
5,556,151
|
||||||||
|
Due from related parties
|
4
|
12,745,690
|
12,732,729
|
|||||||
|
Prepayments
|
3,997,115
|
13,023,764
|
||||||||
|
Inventories
|
12,436,097
|
8,861,561
|
||||||||
|
Total current assets
|
92,052,073
|
109,065,500
|
||||||||
|
Equipment, net
|
538,468
|
632,025
|
||||||||
|
Right of use assets, net
|
5
|
385,182,002
|
498,036,791
|
|||||||
|
Guarantee deposits
|
1,404,224
|
-
|
||||||||
|
Deferred tax asset
|
33,393,067
|
13,559,134
|
||||||||
|
Total non-current assets
|
420,517,761
|
512,227,950
|
||||||||
|
Total assets
|
$
|
512,569,834
|
$
|
621,293,450
|
||||||
|
Liabilities and Stockholders’ Equity
|
||||||||||
|
Current Liabilities:
|
||||||||||
|
Trade accounts payable and accumulated expenses
|
$
|
132,186,794
|
$
|
141,874,478
|
||||||
|
Advance customers
|
49,877,988
|
11,819,944
|
||||||||
|
Due to related parties
|
4
|
67,748,557
|
20,542,269
|
|||||||
|
Lease liabilities
|
5
|
252,864,363
|
131,996,089
|
|||||||
|
Income tax payable
|
-
|
5,438,942
|
||||||||
|
Employees’ statutory profit sharing
|
60,219
|
59,032
|
||||||||
|
Total current liabilities
|
502,737,921
|
311,730,754
|
||||||||
|
Non-current Liabilities:
|
||||||||||
|
Lease liabilities, excluding current portion
|
5
|
285,075,536
|
395,224,035
|
|||||||
|
Employee benefits
|
3,373,495
|
1,503,583
|
||||||||
|
Total non-current liabilities
|
288,449,031
|
396,727,618
|
||||||||
|
|
||||||||||
|
Total liabilities
|
791,186,952
|
708,458,372
|
||||||||
|
Stockholders’ Equity
|
||||||||||
|
Common stock
|
8
|
260,001
|
260,001
|
|||||||
|
Accumulated deficit
|
(278,291,648
|
)
|
(86,839,452
|
)
|
||||||
|
Other comprehensive income
|
(585,471
|
)
|
(585,471
|
)
|
||||||
|
Total Stockholders’ Equity
|
(278,617,118
|
)
|
(87,164,922
|
)
|
||||||
|
Total Liabilities and Stockholders’ Equity
|
$
|
512,569,834
|
$
|
621,293,450
|
||||||
The accompanying notes are an integral part of these condensed interim financial statements.
3
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Statements of Profit or Loss and Other Comprehensive Income
For the nine-month periods ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine-month periods ended
September 30,
|
||||||||||
|
Notes
|
2025
|
2024
|
||||||||
|
Revenue
|
6
|
$
|
422,269,318
|
$
|
260,328,682
|
|||||
|
Direct and selling, general and administrative expenses:
|
||||||||||
|
Employee benefits
|
160,728,063
|
105,524,707
|
||||||||
|
Food & beverage and service cost
|
83,509,057
|
32,502,008
|
||||||||
|
Sales commissions
|
11,805,515
|
3,297,208
|
||||||||
|
Management fees to hotel operators
|
16,753,113
|
4,070,781
|
||||||||
|
Depreciation and amortization
|
112,948,347
|
109,780,119
|
||||||||
|
Licenses and permits
|
977,817
|
10,080,845
|
||||||||
|
Professional fees
|
661,276
|
5,247,643
|
||||||||
|
Administrative fees
|
29,482,531
|
-
|
||||||||
|
Maintenance and conservation
|
13,219,211
|
10,231,521
|
||||||||
|
Utility expenses
|
27,800,799
|
20,951,964
|
||||||||
|
Advertising
|
25,894,722
|
28,384,510
|
||||||||
|
Insurance
|
27,256,470
|
2,219,393
|
||||||||
|
Leases
|
29,477,537
|
-
|
||||||||
|
Cleaning and laundry
|
1,609,586
|
4,173,476
|
||||||||
|
Software
|
-
|
3,090,648
|
||||||||
|
Bank fees
|
8,173,915
|
3,086,975
|
||||||||
|
Supplies and equipment
|
-
|
12,515,579
|
||||||||
|
Other costs
|
15,694,997
|
15,750,397
|
||||||||
|
Total direct and selling, general and administrative expenses
|
565,992,956
|
370,907,774
|
||||||||
|
Other income
|
849,031
|
-
|
||||||||
|
Exchange rate expense, net
|
(6,172,075
|
)
|
(1,183,599
|
)
|
||||||
|
Interest expense, net
|
(62,239,446
|
)
|
(35,480,119
|
)
|
||||||
|
Loss before income taxes
|
(211,286,128
|
)
|
(147,242,810
|
)
|
||||||
|
Income taxes
|
7
|
(19,833,932
|
)
|
(29,337,104
|
)
|
|||||
|
Net loss for the period
|
$
|
(191,452,196
|
)
|
$
|
(117,905,706
|
)
|
||||
|
Total comprehensive loss
|
$
|
(191,452,196
|
)
|
$
|
(117,905,706
|
)
|
||||
The accompanying notes are an integral part of these condensed interim financial statements.
4
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Statements of Changes in Stockholders’ Equity and Net Assets
For the nine-month period ended September 30, 2025 and 2024
(Mexican pesos)
|
Other
Comprehensive
Income
|
|||||||||||||||||
|
|
Note |
Common Stock
|
Retained
earnings
(Accumulated Deficit)
|
Remeasurement
of net defined
benefit liability
net of deferred
income tax
|
Total
|
||||||||||||
|
Balance as of January 1, 2024
|
$
|
260,001
|
$
|
10,840,751
|
$
|
(32,554
|
)
|
11,068,198
|
|||||||||
|
Comprehensive loss for the period
|
-
|
(117,905,706
|
)
|
-
|
(117,905,706
|
)
|
|||||||||||
|
Balance as of September 30, 2024
|
260,001
|
(107,064,955
|
)
|
(32,554
|
)
|
(106,837,508
|
)
|
||||||||||
|
Balance as of January 1, 2025
|
260,001
|
(86,839,452
|
)
|
(585,471
|
)
|
(87,164,922
|
)
|
||||||||||
|
Comprehensive loss for the period
|
-
|
(191,452,196
|
)
|
-
|
(191,452,196
|
)
|
|||||||||||
|
Balance as of September 30, 2025
|
$
|
260,001
|
$
|
(278,291,648
|
)
|
$
|
(585,471
|
)
|
$
|
(278,617,118
|
)
|
||||||
The accompanying notes are an integral part of these condensed interim financial statements.
5
Operadora Hotelera GI, S. A. de C. V.
Condensed Interim Statements of Cash Flows
For the nine-month period ended September 30, 2025 and 2024
(Mexican pesos)
|
For the nine-month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Loss before income taxes
|
$
|
(211,286,128
|
)
|
$
|
(147,242,810
|
)
|
||
|
Adjustments for:
|
||||||||
|
Depreciation of property, construction in process and equipment
|
93,557
|
10,395
|
||||||
|
Depreciation of right of use assets
|
112,854,789
|
109,769,724
|
||||||
|
Interest expense
|
-
|
435,713
|
||||||
|
Interest expense lease liability
|
62,241,007
|
35,044,405
|
||||||
|
(36,096,775
|
)
|
(1,982,573
|
)
|
|||||
|
Changes in:
|
||||||||
|
Increase in VAT and other receivables
|
(8,746,185
|
)
|
(6,537,086
|
)
|
||||
|
Increase in trade receivables
|
9,964,238
|
(27,931,789
|
)
|
|||||
|
Decrease (increase) in related parties, net
|
55,552,115
|
3,485,055
|
||||||
|
Decrease in prepayments
|
9,026,649
|
4,563,330
|
||||||
|
Increase in inventory
|
(3,574,536
|
)
|
(5,835,087
|
)
|
||||
|
Decrease in other assets
|
-
|
4,870,138
|
||||||
|
Increase in trade payables and taxes
|
24,725,484
|
117,372,708
|
||||||
|
Increase in employee benefits
|
1,869,912
|
524,603
|
||||||
|
Employees statutory profit sharing
|
1,187
|
-
|
||||||
|
Income tax paid
|
(1,794,066
|
)
|
(1,381,713
|
)
|
||||
|
Net cash flows from operating activities
|
50,928,023
|
87,147,586
|
||||||
|
Cash flows used in investing activities:
|
||||||||
|
Acquisition of transportation equipment
|
-
|
(673,606
|
)
|
|||||
|
Net cash flows used in investing activities
|
-
|
(673,606
|
)
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Interests paid
|
(18,894,492
|
)
|
-
|
|||||
|
Payments of leasing liabilities
|
(32,626,741
|
)
|
(85,378,788
|
)
|
||||
|
Net cash flows (used in) investing activities
|
(51,521,233
|
)
|
(85,378,788
|
)
|
||||
|
Net increase in cash and cash equivalents
|
(593,210
|
)
|
1,095,192
|
|||||
|
Cash and cash equivalents at the beginning of the period
|
2,680,446
|
1,068,277
|
||||||
|
Cash and cash equivalents at the end of the period
|
$
|
2,087,236
|
$
|
2,163,469
|
||||
The accompanying notes are an integral part of these condensed interim financial statements.
6
Operadora Hotelera GI, S. A. de C. V.
Notes to the Condensed Interim Financial Statements
As of September 30, 2025 and December 31, 2024, and
for the nine-month period ended September 30, 2025, and 2024
(Amounts in Mexican pesos)
| 1. |
Reporting Entity and description of business
|
| a. |
Corporate information
|
On December 26, 2025, Elias Sacal Cababie, Chief Executive Officer, Marcos Sacal Cohen, Chief Operating Officer, Oscar Jazmani Mendoza Escobar, Interim Global Chief Financial Officer, authorized
the issuance of these condensed interim financial statements.
Operadora Hotelera GI, S. A. de C. V. (the “Company”) has an address at Bucareli 42 No. 202 C, Centro, Cuauhtémoc, 06040, Mexico City. The Company is part of Grupo Murano (the “Group”) a Mexican
development Group with experience in structuring, developing and assessment of industrial, residential, corporate office and hotel projects in Mexico. The Company also provides comprehensive services, including the execution, construction,
management, and operation of a wide variety of industrial, business, tourism, and real estate projects, among others including managing luxury hotels in urban and beach resort destinations.
The Company is part of the development of a resort 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 follows:
| I. |
Phase one will operate under two brands: (i) 400 rooms, operated under the “Vivid” brand, an adult-only brand; and (ii) 616 rooms, to be operated under the “Dreams” brand, a family-friendly brand. On April 1, 2024, the Vivid hotel began
operations. The remaining rooms are expected to commence operations in 2026, see Notes, see Notes 1(b)iii., 2b., and 10., for additional reference about covenants compliance. The Company decided to delay the opening of Dreams, following
consultation with the hotel operator, to leverage experience from the first months of the operation of Vivid and certain improvements requested by the hotel operator. This includes property enhancements and remedial work required by the
hotel operator to adhere to the hotel operator’s global building standards, and changes to the common areas within Dreams, including more space for meetings and events. The Company is exploring strategic alternatives to complete part of the
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).
|
| b. |
Significant transactions
|
| i. |
Refer to note 10 “Subsequent events” for significant transaction after September 30, 2025.
|
| ii. |
On September 12, 2025, Murano Global Investments PLC, the group to which the company belongs announced that Murano Group’s trust vehicle, CIBanco, S.A., Institución de Banca Múltiple (succeeded by Banco Multiva, S.A., Institución de
Banca Múltiple, Grupo Financiero Multiva, as trustee), in its capacity as fiduciario (trustee) under the trust agreement CIB/4323 (FID/4323) (as amended, the “Issuer Trust”) did not make the scheduled interest payment due on such date in
respect to the 2031 Notes.
|
7
| iii. |
During Q2 2025, the Group initiated an enhancement to its corporate strategy focused on building a Bitcoin (BTC) Treasury while continuing to concentrate on its core operations, real estate development and the management of its hotel and
resort business in Mexico. However, as announced on September 4, 2025, and in conjunction with the corporate governance changes at Murano Global Investments PLC (its parent company), including the resignation of four members of the board
and the global Chief Financial Officer, as well as the appointment of one independent director and an interim global Chief Financial Officer, the Group decided to pause its BTC treasury initiative. This decision reflects management’s focus
on supporting the optimization of its Mexican real estate assets and the restructuring of its debt obligations. The Board believes that this approach will enhance operational efficiency and better align with the Company’s long-term
objectives.
|
| iv. |
On April 22, 2025, Operadora Hotelera GI, S. A. de C. V. on behalf of 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. The debt service coverage ratio still on default as of September 30, 2025. Such Rapid Amortization Event did not result in the debt being callable under the terms of the
Senior Secured Notes.
|
| v. |
On June 26, 2025, NAFIN waived the covenant breaches that Murano PV (holding Company) has until this date the date from the loan described in letter iv. below, including the extension of the substitution of the mortgage from the
private units 4 and 5 of the Cancun complex for the private unit 3 until December 31, 2025, it also gives and additional extension to finalize the construction of the 616 keys missing of the total 1,016 keys of the phase one of the Cancun
Complex, until December 31, 2025, it gives the option to Murano PV to deliver audited financial information from December 31, 2024 until July 31, 2025, among others.
|
| vi. |
On October 17, 2024, Murano PV and Nacional Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo (“NAFIN”) signed a secured loan agreement up to U.S.$70,378,287. This
loan is intended to fund the Group’s working capital needs and compliance with its financial obligations including the conclusion of phase I of the GIC Complex. This loan matures on October 28, 2027. The Group received the tranche A and
part of the tranche B on October 28, 2024, in the amount of U.S.$54,942,059. The loan bears interest at an annual rate of SOFR + 3.75% for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third year, and all
interest will be capitalized during the term of the loan, not being in default of any covenants under this loan agreement is a condition for any drawdown of the remaining balance of Tranche B (used for the interest payments).
|
| vii. |
On September 12, 2024, Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 (the “Issuer Trust”), a related party of the Company, closed a 144A bond financing, issuing secured senior notes for U.S.$300 million. The main uses of this financing were to repay in full the balances of the secured mortgage syndicated loan held by its related party, Fideicomiso Murano 2000 /CIB 3001 and
the VAT credit held at that date and both credits were used to develop the phase I of the GIC Complex in Cancun. The Company is a guarantor under the indenture governing the senior notes and pledged its collection rights in
respect of the Vivid and Dreams hotels. The senior notes mature in September 12, 2031 and bear interest at an annual rate of 11% plus 3% of payment in kind interest capitalized over the first three years of the issuance).
|
| viii. |
On March 20, 2024, Murano Global Investments PLC, the parent entity of Murano PV (sub holding Company of the Group based in Mexico) and HCM Acquisition Corp (“HCM”) completed the Amended and Restated
Business Combination Agreement (“A&R BCA”). These condensed interim financial statements do not reflect any impact derived from this transaction since the accounting and economic impacts are
reflected at the Murano Global Investments PLC level as this entity became the public company on NASDAQ since that date.
|
| ix. |
On July 30, 2024 the Company signed a 60-month lease agreement with Arrendadora Coppel, S.A.P.I. de C. V. for total rent payments of $40,226,116 plus 16% of VAT.
|
8
| x. |
The first phase of GIC I commenced operations with the opening of the Vivid Hotel on April 1, 2024.
|
| 2. |
Basis of preparation
|
In accordance with the “Ley General de Sociedades Mercantiles” and the statutes of the Company, the Board of Directors has the power to modify the financial statements after issuance. The
financial statements will be submitted for approval at the next meeting of the Board of Directors.
| a. |
Statement of compliance
|
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction
with the Company´s last annual financial statements as of and for the year ended December 31, 2024.
These condensed interim financial statements do not include all the information and disclosures required for a complete set of financial statements prepared in accordance with IFRS Accounting
Standards and should be read in conjunction with the financial statements as of December 31, 2024 and for the period ended. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding
of the changes in the Company’s financial position and performance since the last annual financial statements.
| b. |
Going concern basis
|
These condensed interim 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, as of September 30, 2025, the total current liabilities exceed the amount of total current assets and has lost more than two thirds of its capital stock which under
the Ley General de Sociedades Mercantiles in Mexico its cause of dissolution. Based upon the Company’s current plans, management believes that financial resources to fund its operations for the twelve months subsequent to the authorization and
issuance of these condensed interim financial statements may be insufficient.
In addition, as of and after September 30, 2025, certain covenants have been breached as follows:
| i. |
The Company did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12, 2025, such failure constitutes an
Event of Default under the Indenture governing the 2031 Notes. The Group delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera GI, and Fideicomiso CIB 4323 after the 120 days
period established in Section 4.03 of the Indenture governing the US$300MM 11.00% Senior Secured Notes due 2031 (the “2031 Notes”) issued on September 12, 2024.
|
| ii. |
As the Group continues with formal discussion with the ad hoc group of the Note holders. Due to the breaches described above the Notes are classified as current liability as of September 30, 2025.
|
Certain covenant tests will arise, under the terms of the Senior Notes issued by Fideicomiso Irrevocable de Emisión, Administración y Pago No. CIB/4323 (the “ Issuer Trust”, a related party of
the Company where the Company is a mortgage guarantor), during the following twelve months after the condensed interim 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 Company is in communications with each lender 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 Company’s lender, Management believes that such a restructuring plan is likely to be
successful and will mitigate the risk over the Company’s ability to continue as a going concern. The Company 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.
9
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 condensed interim financial statements
are authorized to be issued.
Management continues evaluating strategies to obtain the required additional funding necessary for future operations, 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 hotel that is already in operation, and future financing options available to the Company 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 condensed interim 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 Company as September 30, 2025, and for the period then ended, were not appropriate.
| c. |
Use of judgments and estimates
|
In preparing these condensed interim financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these estimates.
The significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those described in the Company’s last
annual audited financial statements as of December 31, 2024.
Measurement of fair values:
A number of the Company’s accounting policies require the measurement of fair values, for both financial assets and liabilities and non-financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair
value measurements, including Level 3 fair values, and reports directly to the chief financial officer.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair
values, the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Accounting Standards, 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 Company uses market observable data as far as 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); and
|
| • |
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
|
10
If the inputs used to measure the fair value of an asset or a liability are categorized in 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 Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during
which the change has occurred.
| d. |
Material accounting policies
|
These condensed interim financial statements follow the same accounting policies and methods of computation as the last annual financial statements.
| e. |
New accounting standards or amendments for 2025 and forthcoming requirements
|
A number of new accounting standards and amendments to accounting standards are effective for annual periods beginning after January 1, 2025 and have been adopted by the Company. Their adoption
has not had any material impact on the disclosure or the amounts reported in these condensed consolidated and combined interim financial statements. The Company has not early adopted any forthcoming new or amended accounting standards in preparing
these condensed interim financial statements. The Company does not expect to have a significant impact from the adoption of the forthcoming standards.
| 3. |
Cash and cash equivalents and restricted cash
|
As of September 30, 2025 and December 31, 2024 cash and cash equivalents is as follows:
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Cash
|
$
|
335,295
|
$
|
341,610
|
||||
|
Bank deposits
|
1,751,941
|
10,697,624
|
||||||
|
Total cash and cash equivalents and restricted cash
|
$
|
2,087,236
|
$
|
11,039,234
|
||||
| 4. |
Related-party transactions and balances-
|
| i. |
Outstanding balances with related parties as of September 30, 2025 and December 31, 2024 are as follows:
|
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Receivable
|
||||||||
|
Affiliate:
|
||||||||
|
Fideicomiso irrevocable de Emisión, Administración y Pago No. CIB/4323 (2)
|
$
|
12,375,242
|
||||||
|
Fideicomiso Murano 2000 CIB/3001 (1)
|
370,448
|
|||||||
|
Murano World, S. A. de C. V. (2)
|
-
|
$
|
12,732,729
|
|||||
|
Total related parties’ receivable
|
12,745,690
|
12,732,729
|
||||||
|
As of
|
||||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
|
Payable:
|
||||||||
|
Affiliate:
|
||||||||
|
Murano World, S. A. de C. V. (3)
|
$
|
50,246,689
|
||||||
|
Fideicomiso Murano 2000 CIB//3001 (4)
|
17,396,860
|
$
|
20,437,260
|
|||||
|
Murano PV, S. A. de C. V.
|
105,008
|
105,009
|
||||||
|
Total related parties payable
|
67,748,557
|
20,542,269
|
||||||
|
Current portion
|
$
|
67,748,557
|
$
|
20,542,269
|
||||
| (1) |
This balance is related to pre-operating expenses:
|
| (2) |
This balance is related to reimbursement of expenses
|
| (3) |
On January 1, 2024 the Company signed a sub-lease agreement with Murano World, S. A. de C. V. for the sublease of hotel equipment.
|
| (4) |
This balance is composed of the following transactions:
|
11
| (i) |
Guarantee deposit of $4,870,138 for lease payments included in the balance as of September 30, 2025 and December 31, 2024, respectively;
|
| (ii) |
Advance payments for expense reimbursement in the amount of $1,966,722 and $15,567,122 as of September 30, 2025 and December 31, 2024, respectively.
|
| 5. |
Leases
|
The Company leases hotel equipment. Lease terms vary from contract to contract. Information on leases in which the Company 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.
|
September 30, 2025
|
Hotel Equipment
|
|||
|
Balance as of January 1,
|
$
|
498,036,791
|
||
|
Depreciation charge for the year
|
(112,854,789
|
)
|
||
|
Balance as of September 30,
|
$
|
385,182,002
|
||
|
December 31, 2024
|
Hotel Equipment
|
|||
|
Balance as of January 1,
|
$
|
199,957,781
|
||
|
Addition to right-of-use-assets (1) y (2)
|
445,466,997
|
|||
|
Depreciation charge for the year
|
(147,387,987
|
)
|
||
|
Balance as of December 31,
|
$
|
498,036,791
|
||
| (1) |
On January 1, 2024 the Company signed a sub.lease agreement with Murano World, S. A. de C. V. for the sublease of hotel equipment
|
| (2) |
On July 30, 2024 Operadora Hotelera GI, S. A. de C. V. signed a 60-month lease agreement with Arrendadora Coppel, S.A.P.I. de C. V. for total rent payments of $40,226,116 plus 16% of VAT.
|
Lease liability
Lease liability as of September 30, 2025 and December 31, 2024 is classified as follows:
|
September 30,
2025
|
||||
|
Lease liability - hotel equipment
|
$
|
537,939,898
|
||
|
Current portion of lease liability
|
$
|
252,864,363
|
||
|
Lease liability excluding current portion
|
$
|
285,075,535
|
||
|
December 31,
2024
|
||||
|
Lease liability for hotel equipment
|
$
|
527,220,124
|
||
|
Current portion of lease liability
|
$
|
131,996,089
|
||
|
Lease liability excluding current portion
|
$
|
395,224,035
|
||
12
Amounts recognized in profit or loss
|
For the nine month period ended September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Amounts recognized in profit and loss
|
||||||||
|
Expenses related to short-term leases
|
$
|
62,891
|
||||||
|
Interest on lease liabilities
|
$
|
62,241,007
|
35,044,405
|
|||||
|
$
|
62,241,007
|
$
|
35,107,296
|
|||||
|
Amounts recognized in the statement of cash flow
|
||||||||
|
Total cash outflow
|
$
|
51,521,233
|
$
|
85,378,788
|
||||
| 6. |
Revenue
|
The Company’s operations and main revenue streams are as described in the last annual combined financial statements. The Company’s revenue is derived from contracts with customers, which include
the operation of hotels and the resultant income received from guests and related services, and revenue for administrative services with related parties.
|
For the nine month periods ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Revenue from contracts with customers
|
$
|
399,956,372
|
$
|
136,883,058
|
||||
|
Revenue for administrative services and expense reimbursements with related parties
|
22,312,946
|
123,445,624
|
||||||
|
Total revenue
|
$
|
422,269,318
|
$
|
260,328,682
|
||||
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 nine month period ended
September 30,
|
||||||||
|
2025
|
2024
|
|||||||
|
Major products/service lines
|
||||||||
|
All-inclusive
|
$
|
338,545,670
|
$
|
122,783,717
|
||||
|
Spa services
|
10,643,490
|
4,135,812
|
||||||
|
Other services
|
50,767,212
|
9,963,529
|
||||||
|
Total revenue from contracts with customers
|
399,956,372
|
136,883,058
|
||||||
|
Administrative services with related parties
|
22,312,946
|
123,445,624
|
||||||
|
Total revenue
|
422,269,318
|
260,328,682
|
||||||
|
Timing of revenue recognition
|
||||||||
|
Services and products transferred at a point in time
|
83,723,648
|
137,544,965
|
||||||
|
Services transferred over time
|
338,545,670
|
122,783,717
|
||||||
|
Total revenue from contracts with customers
|
$
|
422,269,318
|
$
|
260,328,682
|
||||
13
The following are the key performance indicators of the hotel operations as of September 30, 2025:
|
USD
|
Ps.
|
|||||||||
|
-
|
Average daily rate (ADR)
|
$
|
230
|
Ps.4,230
|
||||||
|
-
|
Occupancy rate
|
68
|
%
|
68
|
%
|
|||||
|
-
|
Revenue per available room (RevPar)
|
$
|
158
|
Ps.2,896
|
||||||
| 7. |
Income tax
|
Income tax expense is recognized at an amount determined by multiplying the profit before income taxes for the interim reporting period by management’s best estimate of the weighted-average
annual income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognized in full in the interim period. As such, the effective tax rate in the interim financial statements may differ from management’s
estimate of the effective tax rate for the annual financial statements.
The change in effective tax rate was caused mainly by the following factors:
| • |
The temporary differences that arise from the balances of the right-of-use assets and the lease liabilities items.
|
| 8. |
Stockholders’ Equity
|
| a. |
Common stock at par value as of September 30, 2025 is as follows:
|
|
Number of shares
|
Amount
|
|||||||
|
Fixed capital:
|
||||||||
|
Series A
|
50,000
|
$
|
50,000
|
|||||
|
Variable capital:
|
||||||||
|
Series B
|
210,001
|
210,001
|
||||||
|
Total
|
260,001
|
$
|
260,001
|
|||||
| 9. |
Commitments and contingencies
|
| 1. |
In accordance with Mexican Tax Law, companies carrying out transactions with related parties are subject to certain requirements as to the determination of prices, which should be similar to those that would be 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 100% of the
omitted taxes.
|
| 2. |
The Company, like its assets, are not subject to any legal contingency other than those of a routine nature and characteristic of the business. From transactions with related parties, tax differences could arise if the tax authority,
when reviewing said operations, considers that the process and amounts used by the Company are not comparable to those used with or between independent parties in comparable operations.
|
| 3. |
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 1,016 keys with the brands Vivid (400 keys) and Dreams (616 keys) of the Cancun complex 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 25th full Fiscal Year following the opening date.
|
14
| 4. |
The Group has analyzed the risk of a future covenant breach under the terms of the NAFIN loan agreement (refer to note 1b. (iii) and (iv), due to non-compliance with the covenant waived on June 26, 2025 that requires the Dreams Hotel to
be open and operating as of December 31, 2025. As described in Note 1(b)iii., the Group has and is actively in discussions with the lender to monitor covenants compliance.
|
| 5. |
The Company has analyzed the risk of future covenant breaches in the following twelve months under the terms of the Senior Secured Notes and lease agreements. As referred to in the Going Concern Note 2b., in order to address and
mitigate the risks of such future possible covenant breaches including payment of debt service and cash reserve requirements, amongst others. The Company is in negotiations with each one of its lenders to restructure its debt.
|
| 10. |
Subsequent events
|
| 1. |
The Company did not make the scheduled interest payment due on September 12, 2025 in respect to the 2031 Notes and failed to make the interest payment within the 30-day grace period ending on October 12, 2025, such failure constitutes an
Event of Default under the Indenture governing the 2031 Notes.
|
As part of this process, the Company has initiated discussions with key stakeholders, including an ad hoc group of Noteholders representing a significant majority of the outstanding amount of the
2031 Notes, as well as other financial creditors. The Company also maintained close communication with the Noteholders advisors to support these efforts and intends to pursue a consensual, out-of-court
restructuring solution.
This decision reflects the Company’s ongoing efforts to preserve liquidity in the face of continued operational and financial challenges. The Company is implementing a strategy to strengthen its
capital structure and ensure long-term financial sustainability. The Company confirms that it continues to meet, and remains committed to meeting, its operational obligations to key suppliers, vendors, clients and commercial partners as they come
due.
| 2. |
The Company continues 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).
|
| 3. |
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. 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.
|
| 4. |
Key business and financial metrics used by management during the months of October and November 2025 are as follows:
|
|
Indicator
|
October 2025
|
November 2025
|
||||||||||||||
|
USD
|
Ps.
|
USD
|
Ps.
|
|||||||||||||
|
ADR
|
$
|
196
|
Ps.3,632
|
$
|
226
|
Ps.4,146
|
||||||||||
|
Occupancy rate
|
68
|
%
|
68
|
%
|
79
|
%
|
79
|
%
|
||||||||
|
RevPar
|
$
|
133
|
Ps.2,466
|
$
|
179
|
Ps.3,287
|
||||||||||
* * * * * *
15