Merging company

MOUNT RAINIER ACQUISITION CORP. : Signing of a Material Definitive Agreement, Financial Statements and Supporting Documentation (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

As previously announced, Mount Rainier Acquisition Corp.a Delaware company (“RNER”), entered into a business combination agreement, dated March 22, 2022
(the “Business Combination Agreement”), with Hub Cyber ​​Security (Israel) Ltd., a company organized under the laws of state of israel (the “Company”), and
Rover Fusion Sub, Inc.a Delaware company and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the business combination agreement, a business combination between RNER and the Company will be effected by way of a merger with and into RNER (the “Merger”), with RNER surviving the Merger as as a 100% direct subsidiary of the Company. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

On June 19, 2022RNER and the Company have entered into an agreement (the “Termination Agreement”) to terminate the Management Incentive Agreement previously entered into under the Business Combination Agreement.

Concurrent with the execution of the Termination Agreement, RNER, the Company and Merger Sub entered into the First Amendment to the Business Combination Agreement to reflect the entry of RNER and the Company into the Termination Agreement. termination. Except for such amended terms, the Business Combination Agreement remains in full force and effect.

The foregoing descriptions of the agreements and contemplated transactions and documents are not complete and are subject to and qualified in their entirety by reference to the First Amendment to the Business Combination Agreement and the Termination Agreement, copies of which are filed with this current report on Form 8-K as Exhibits 2.1 and 10.1, respectively, and the terms of which are incorporated herein by reference.


Additional Information


In connection with the proposed merger and related transactions, RNER will file a proxy statement, filed as part of the registration statement on Form F-4 to be filed by the company with the SECOND (as amended or supplemented from time to time, the “Proxy Statement/Prospectus”), for distribution to holders of RNER Common Shares in connection with RNER’s solicitation of proxies for the vote of RNER shareholders regarding the proposed merger and other matters as described in the proxy statement/prospectus. RNER urges investors, shareholders and other interested persons to read, when available, the proxy statement/prospectus and other documents filed with the SECOND because these documents will contain important information about RNER, the Company and the proposed merger and related transactions. A definitive proxy statement/prospectus will be mailed to RNER shareholders on a record date to be determined to vote on the proposed merger and related transactions. Shareholders may also obtain a copy of the definitive proxy statement/prospectus, free of charge, by sending a request to: Mount Rainier Acquisition Corp., 256 West 38th Street15th floor, New York, NY 10018. The preliminary and final power of attorney/prospectus, once available, may also be obtained, free of charge, from the DRY website (www.sec.gov).

Participants in the solicitation

RNER, the Company and their respective directors and officers may be considered participants in the solicitation of proxies from RNER stockholders with respect to the transaction proposals under the rules of the SECOND. Information on the directors and officers of RNER and their shareholding is contained in the documents filed by RNER with the SECONDincluding its IPO prospectus, which has been filed with the SECOND on October 4, 2021. Additional information regarding persons who may, under the rules of the SECONDconsidered to be participants in the solicitation of RNER shareholders in connection with the proposed transactions will be set forth in the proxy statement when filed with the SECOND, filed as part of the registration statement on Form F-4 for the proposed transactions. These documents can be obtained free of charge from the sources indicated above.






Non-Solicitation


This Current Report on Form 8-K is not a proxy statement or a solicitation of power of attorney, consent or authorization with respect to any securities or with respect to the proposed transaction and does not constitute an offer sale or exchange, nor a solicitation of an offer to buy or exchange the securities of RNER or the Company, and there will be no sale of such securities in any state or jurisdiction in which a such offer, solicitation, sale or barter would be unlawful prior to registration or qualification under the title laws of such state or jurisdiction. No offer of securities may be made except by means of a prospectus that meets the requirements of Section 10 of the Securities Act.


Forward-Looking Statements


This current report on Form 8-K and the attachments hereto contain 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 enter into the proposed transaction, the anticipated benefits of the proposed transaction, and the financial condition, results of operations, earnings outlook and prospects of RNER and/or the Company, and may include statements for the period following completion of the proposed transaction. Forward-looking statements are generally identified by words such as “plan”, “believe”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “future”, “expect”, “project”, “continue”, “could”, “may”, “might”, “possible”, “potential”, “predict”, “seem”, “should”, “will”, “would” ” and other similar words and phrases, but the absence of such words does not mean that a statement is not forward-looking.

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


     ·   expectations regarding the Company's strategies and future financial
         performance, including its future business plans or objectives,
         prospective performance and opportunities and competitors, revenues,
         products and services, pricing, operating expenses, market trends,
         liquidity, cash flows and uses of cash, capital expenditures, and the
         Company's ability to invest in growth initiatives and pursue acquisition
         opportunities;

     ·   the occurrence of any event, change or other circumstances that could
         give rise to the termination of the Business Combination Agreement and
         any subsequent definitive agreements with respect to the transaction
         contemplated therein;

     ·   the outcome of any legal proceedings that may be instituted against
         RNER, the Company, the Surviving Company or others following
         announcement of the Business Combination Agreement and the transaction
         contemplated therein;

     ·   the inability to complete the proposed transactions due to, among other
         things, the failure to obtain approval of the stockholders of RNER or
         the Company, to obtain certain governmental and regulatory approvals or
         to satisfy other conditions to closing, including delays in obtaining,
         adverse conditions contained in, or the inability to obtain necessary
         regulatory approvals or complete regulatory reviews required to complete
         the proposed transaction;

     ·   the inability to obtain the financing necessary to consummate the
         proposed transaction;

     ·   changes to the proposed structure of the proposed transactions that may
         be required or appropriate as a result of applicable laws or regulations
         or as a condition to obtaining regulatory approval of the proposed
         transaction;








     ·   the ability to meet stock exchange listing standards following the
         consummation of the proposed transaction;

     ·   the risk that the announcement and consummation of the proposed
         transaction disrupts the Company's current operations and future plans;

     ·   the lack of a third party valuation in determining whether or not to
         pursue the proposed transaction;

     ·   the ability to recognize the anticipated benefits of the proposed
         transaction, which may be affected by, among other things, competition,
         the ability of the Company to grow and manage growth profitably,
         maintain relationships with customers and suppliers and retain its
         management and key employees;

     ·   costs related to the proposed transaction;

     ·   the amount of any redemptions by existing holders of RNER's common stock
         being greater than expected;

     ·   limited liquidity and trading of RNER's and the Company's securities;

     ·   geopolitical risk, including military action and related sanctions, and
         changes in applicable laws or regulations;

     ·   the possibility that RNER or the Company may be adversely affected by
         other economic, business, and/or competitive factors;

     ·   inaccuracies for any reason in the estimates of expenses and
         profitability and projected financial information for the Company; and

     ·   other risks and uncertainties set forth in the section entitled "Risk
         Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
         RNER's final prospectus relating to its initial public offering dated
         October 4, 2021.



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

All subsequent written and oral forward-looking statements regarding the proposed business combination or other matters addressed in this Current Report on Form 8-K and attributable to RNER, the Company or any person acting on their behalf are expressly qualified in their entirety by the disclaimer statements contained or referred to in this current report on Form 8-K. Except to the extent required by applicable law or regulation, RNER and the Company do not undertake to update these forward-looking statements to reflect events or circumstances after the date of this current report on Form 8-K in order to reflect the occurrence of unforeseen events.

Item 9.01 Financial statements and supporting documents.



Exhibit
No.        Description
  2.1        First Amendment to Business Combination Agreement, dated as of June
           19, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber
           Security (Israel) Ltd. and Rover Merger Sub, Inc.
  10.1       Termination Agreement, dated as of June 19, 2022, by and among Mount
           Rainier Acquisition Corp. and Hub Cyber Security (Israel) Ltd.
104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

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