{"url_path":"/sec/mrnow/10-k/2026/item-9","section_key":"item-9","section_title":"Item 9 THE OFFER AND LISTING","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":443,"has_tables":true,"body_markdown":"ITEM 9.\n\nTHE OFFER AND LISTING\n\nA.\n\nOffer and Listing Details\n\nNasdaq Listing of Murano ordinary shares and Murano warrants\n\nMurano Ordinary Shares and Murano Warrants are listed on Nasdaq under the symbols “MRNO” and “MRNOW”, respectively. Holders of these ordinary shares and/or warrants should obtain current\nmarket quotations for their securities. There can be no assurance that the Murano Ordinary Shares and/or Murano Warrants will remain listed on Nasdaq. If Murano fails to comply with the Nasdaq listing requirements, Murano Ordinary Shares\nand Murano Warrants could be delisted from Nasdaq. A delisting of Murano Ordinary Shares and/or Murano Warrants will likely affect their liquidity and could inhibit or restrict the ability of Murano to raise additional financing.\n\nAs described under “Recent Developments,” on April 13, 2026, Murano received a notification letter from the Listing Qualifications Department of Nasdaq indicating that, based on the closing\nbid price of its ordinary shares for the prior 30 consecutive business days, Murano is no longer in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of $1.00 per share. Murano\nhas been provided with a compliance period of 180 calendar days, or until October 5, 2026, to regain compliance with this requirement. If Murano does not regain compliance within the applicable compliance period, and if it is not eligible\nfor or does not obtain any additional compliance period, Murano Ordinary Shares and Murano Warrants may be subject to delisting from Nasdaq. See “Item 3.D—Risk Factors-If we fail to regain compliance with Nasdaq’s minimum bid price requirement, our ordinary shares could be delisted from Nasdaq, which would materially adversely affect liquidity, trading price and our ability to raise capital.”\n\nPotential Corporate Reorganization\n\nAs described under “Item 4.A—Recent Developments—Potential Corporate Reorganization” and “Item 3.D. Risk Factors— We\nhave considered, and may in the future pursue, a corporate reorganization that could materially and adversely affect holders of our ordinary share,” following the completion of the contemplated debt restructuring, management has\nconsidered a potential corporate reorganization, and any such reorganization may involve transactions between affiliated entities, subject to applicable approvals and definitive documentation.\n\nLock-up Agreements\n\nInformation regarding the lock-up restrictions applicable to the Murano Ordinary Shares and Murano Warrants held by certain shareholders and executives of Murano, including its principal\nshareholders and key executives, is included in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Certain Agreements Related to the Business Combination”.\n\n131\n\n[Table of Contents](#TABLEOFCONTENTS)\n\nB.\n\nPlan of Distribution\n\nNot applicable.\n\nC.\n\nMarkets\n\nSee “Item 9. The Offer and Listing—A. Offer and Listing Details”.\n\nD.\n\nSelling Shareholders\n\nNot Applicable.\n\nE.\n\nDilution\n\nNot applicable.\n\nF.\n\nExpenses of the Issue\n\nNot applicable."}