Submission of Registration Statement on Form F-4 with the SEC
for the upcoming SPAC merger and the listing of the company's
shares for trading on Nasdaq at a pre-money value of approximately
1.28 billion US dollars.
TEL-AVIV, Israel, Oct. 20,
2022 /PRNewswire/ -- HUB Cyber Security
(Israel) Limited (TASE: HUB), a
developer of Confidential Computing cybersecurity solutions and
services ("HUB" or the "Company"), announced today that on
October 18, 2022, it submitted
Amendment No. 1 to its registration statement on Form F-4 which
contains a preliminary proxy statement/prospectus to the U.S.
Securities and Exchange Commission (SEC), for the purpose of
completing the merger with Mount Rainier Acquisition Corp, (NASDAQ:
RNER), the offering of the Company's securities to the shareholders
of the SPAC and the listing of the Company's securities on
Nasdaq.
The completion of the merger and listing of the Company's
securities is subject to the existence of a number of conditions
precedent, among them, the approval of the proxy
statement/prospectus by the SEC, the approval of each of the
Company's and RNER's shareholders to carry out the merger with
RNER. In addition, the Company is seeking the Israeli court's
approval to carry out the 350 proceedings (as defined in the report
dated 5 in July, 2022 Reference: 2022-01-083704, which is included
herein by way of reference).
If the Israeli court approves the delisting of the Company's
shares from the TASE and the Company's shares are approved for
listing on Nasdaq, then upon the completion of the merger, the
Company's shares are expected to be traded on the Nasdaq (only)
without parallel trading. The meaning for the Company's current
shareholders is that every holder of the Company's shares that are
currently traded on the TASE in Israel, will hold after identical shares of
the Company that will be traded on the Nasdaq stock exchange,
subject to the effects of a reverse stock split that the Company
intends to effect immediately prior to the closing of the merger,
as further described in the registration statement.
Upon completion of the offering, the projected gross proceeds,
before transaction costs. by the company are expected to be a
minimum amount of $50 million,
assuming that the SPAC stockholders make a full redemption of their
investment, and up to a potential of approximately $225 million, assuming that no SPAC shareholders
redeem their investment (For more details, see a report dated
March 23, 2022). as well as the F-4
document attached to this report.
A copy of the preliminary proxy statement/prospectus is
available for review on the SEC's website at www.sec.gov.
The said message does not constitute, and it is not intended to
constitute, an offer to sell or an offer to receive offers to buy
any securities in Israel, the
USA or elsewhere, and it does not
constitute, and it is not intended to constitute, an offer,
solicitation, or sale of any securities in any country or
jurisdiction where such offer, solicitation or sale shall be
prohibited.
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.
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.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or HUB's or RNER's
future financial or operating performance. In some cases, you can
identify forward-looking statements by terminology such as "may",
"should", "would", "seem", "expect", "intend", "will", "estimate",
"anticipate", "believe", "future", "predict", "potential,"
"forecast" or "continue", or the negatives of these terms or
variations of them or similar terminology, but the absence of these
words does not mean that a statement is not forward-looking. Such
forward-looking statements are subject to risks, uncertainties, and
other factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by HUB and its
management, and RNER and its management, as the case may be, are
inherently uncertain. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions. Many actual
events and circumstances are beyond the control of HUB or
RNER. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: (i) expectations regarding HUB'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 HUB's ability to invest in growth
initiatives and pursue acquisition opportunities; (ii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the proposed transactions;
(iii) the outcome of any legal proceedings that may be instituted
against RNER, HUB, the Combined Company or others following the
announcement of the proposed transactions and any definitive
agreements with respect thereto; (iv) the inability to complete the
proposed transactions due to, among other things, the failure to
obtain approval of the stockholders of RNER or HUB, 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 transactions; (v) the inability to obtain the
financing necessary to consummate the proposed transactions; (vi)
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 transactions; (vii) the ability to meet stock exchange
listing standards following the consummation of the proposed
transactions; (viii) the risk that the announcement and
consummation of the proposed transactions disrupts HUB's current
plans and operations; (ix) the lack of a third party valuation in
determining whether or not to pursue the proposed transactions; (x)
the ability to recognize the anticipated benefits of the proposed
transactions, which may be affected by, among other things,
competition, the ability of the Combined Company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (xi) costs
related to the proposed transactions; (xii) the amount of any
redemptions by existing holders of RNER's common stock being
greater than expected; (xiii) limited liquidity and trading of
RNER's and HUB's securities; (xiv) geopolitical risk, including
military action and related sanctions, and changes in applicable
laws or regulations; (xv) geopolitical risk, including military
action and related sanctions, and changes in applicable laws or
regulations; (xvi) the possibility that RNER, HUB or the Combined
Company may be adversely affected by other economic, business,
and/or competitive factors; (xvii) inaccuracies for any reason in
the estimates of expenses and profitability and projected financial
information for HUB; and (xviii) 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.
Forward-looking statements speak only as of the date they are
made. Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither HUB nor RNER
undertakes any duty to update these forward-looking statements.
Additional Information About the Transaction and Where to
Find It
In connection with the proposed transaction, HUB has filed with
the SEC a registration statement on Form F-4 containing a proxy
statement/prospectus, and after the registration statement is
declared effective by the SEC, RNER will mail a definitive proxy
statement/prospectus relating to the Proposed Business Combination
to its stockholders. This press release does not contain all the
information that should be considered concerning the proposed
transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the proposed
transaction. This press release is not a substitute for any
registration statement or for any other document that HUB or RNER
may file with the SEC in connection with the proposed
transaction. Investors and security holders are advised to
read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy
statement/prospectus and other documents filed in connection with
the proposed transaction, as these materials will contain important
information about HUB, RNER and the proposed transaction.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed transaction will be
mailed to stockholders of RNER as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
through the website maintained by the SEC at www.sec.gov.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
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SOURCE HUB Security