Mount Rainier Acquisition Corp. Stockholders Approve Business Combination with HUB Cyber Security (Israel) Ltd.

January 04, 2023 05:14 PM Eastern Standard Time

NEW YORK–(BUSINESS WIRE)–Mount Rainier Acquisition Corp. (NASDAQ: RNER) (the “Company”), a publicly traded special purpose acquisition company, announced today that at a special meeting of stockholders on January 4, 2023, its stockholders voted to approve its proposed business combination (the “business combination”) with HUB Cyber Security (Israel) Ltd. (TASE: HUB) (“HUB Security”), a developer of Confidential Computing cybersecurity solutions and services.

The business combination is expected to close in late January 2023, subject to the satisfaction of certain customary closing conditions. As part of the consummation of the business combination, HUB Security has applied for listing of HUB Security’s ordinary shares and HUB Security’s warrants on The Nasdaq Capital Market under the proposed symbols “HUBC” and “HUBCW,” respectively, to be effective at the consummation of the business combination. HUB Security’s ordinary shares and existing warrants are currently traded on the Tel Aviv Stock Exchange under the symbols “HUB” and “HUB.W1,” respectively.

About Mount Rainier Acquisition Corp.

Mount Rainier Acquisition Corp. is a blank check company sponsored by DC Rainier SPV LLC, a Delaware limited liability company managed by Dominion Capital LLC, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

About HUB Cyber Security (Israel) Limited

HUB Cyber Security (Israel) Limited (“HUB”) was established in 2017 by veterans of the 8200 and 81 elite intelligence units of the Israeli Defense Forces. The company specializes in unique Cyber Security solutions protecting sensitive commercial and government information. The company debuted an advanced encrypted computing solution aimed at preventing hostile intrusions at the hardware level while introducing a novel set of data theft prevention solutions. HUB operates in over 30 countries and provides innovative cybersecurity computing appliances as well as a wide range of cybersecurity services worldwide.

Forward-Looking Statements

As previously announced, the Company entered into a Business Combination Agreement, dated as of March 23, 2022, as amended on June 19, 2022 (as amended, the “Business Combination Agreement”), with Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (“HUB Security”), and Rover Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of HUB Security (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and HUB Security will be effected through Merger Sub merging with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of HUB Security. Capitalized terms used in this press release but not otherwise defined herein have the meanings given to them in the Business Combination Agreement. This press release contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed transaction, the anticipated benefits of the proposed transaction, and the financial condition, results of operations, earnings outlook and prospects of the Company and/or HUB Security, and may include statements for the period following the consummation of the proposed transaction. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “future,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “seem,” “should,” “will,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of the Company and HUB Security, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Company and HUB Security and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company and HUB Security prove incorrect, actual results may vary in material respects from those expressed or implied in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the proposed business combination or other matters addressed in this press release and attributable to the Company, HUB Security or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in press release. Except to the extent required by applicable law or regulation, the Company and HUB Security undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this press release to reflect the occurrence of unanticipated events.


Mount Rainier Acquisition Corp. Contact
Matthew Kearney
256 W. 38th Street, 15th Floor
New York, NY 10018

HUB Cyber Security (Israel) Ltd. Contact
Matt McLoughlin
Gregory FCA on behalf of HUB Security
Phone: 610.996.4264