Hub Security files amendment to registration statement for its upcoming $1.28 billion listing on the Nasdaq Stock Exchange

Hub Security files amendment to registration statement for its upcoming $1.28 billion listing on the Nasdaq Stock Exchange

Tel Aviv, IsraelAnd the November 22, 2022 /PRNewswire/ — Cyber ​​Security HUB (Israel) Ltd. (TASE: HUB), a developer of confidential computing cyber safety options and providers (“HUB” or the “Firm”), introduced as we speak that it has acquired approval from the Firm’s shareholders for the merger, and has filed Modification No. 2 to its Non-Confidential Registration Assertion on Type F- 4 which accommodates a proxy preliminary assertion/prospectus to the U.S. Securities and Trade Fee (SEC), for the aim of consummating the merger with Mount Rainier Acquisition Corp., (“RNER”), providing the Firm’s securities to SPAC shareholders and itemizing the Firm’s securities on NASDAQ.

The completion of the merger and the itemizing of the corporate’s securities is topic to the existence of quite a lot of earlier circumstances, amongst them the approval of the proxy assertion/prospectus by the Securities and Trade Fee, and the approval of the shareholders of RNER to hold out the merger with RNER. . As well as, the Firm is searching for Israeli courtroom approval to carry out 350 procedures (as specified within the report dated July 5, 2022 Ref: 2022-01-083704, which is included right here by reference).

If the Israeli courtroom agrees to delist the corporate’s shares from TASE and the corporate’s shares are permitted to be listed on the Nasdaq Inventory Trade, then upon completion of the merger, it’s anticipated that the corporate’s shares shall be traded on the Nasdaq Inventory Trade (solely) with out parallel buying and selling. The that means for the corporate’s current shareholders is that each proprietor of an organization’s shares which are at present buying and selling on TASE within the Israelwill retain equivalent shares of the Firm to be traded on the NASDAQ Inventory Trade, topic to the results of a reverse inventory cut up that the Firm intends to execute instantly previous to closing of the merger, as detailed within the registration assertion.

Upon completion of the supply, whole anticipated proceeds, earlier than transaction prices. By the corporate is anticipated to be a minimal quantity $50 millionassuming that SPAC shareholders make a full refund of their funding, and as much as potential of approx $225 millionassuming that there aren’t any SPAC shareholders recovering their funding (for particulars, see report dated March 23, 2022). So is doc F-4 connected to this report.

A duplicate of the preliminary proxy assertion / prospectus is obtainable for evaluate on the Saudi Electrical energy Firm web site on the deal with www.sec.gov

Mentioned message doesn’t represent, and isn’t meant to represent, a suggestion to promote or a suggestion to obtain affords to buy any securities within the Firm IsraelThe United States of America or elsewhere and doesn’t represent, neither is it meant to represent, a suggestion, solicitation or sale of any securities in any state or jurisdiction wherein such supply, solicitation or sale is prohibited.

About HUB Cyber ​​Safety (Israel) Restricted

CYBER SECURITY HUB (Israel) Ltd. (“HUB”) was established in 2017 by veterans of the 8200 and 81 elite intelligence models of the Israel Protection Forces. The corporate makes a speciality of distinctive cybersecurity options that shield delicate enterprise and authorities data. The corporate launched a complicated encrypted computing resolution geared toward stopping hostile intrusions on the {hardware} stage whereas introducing a brand new suite of knowledge theft prevention options. HUB operates in additional than 30 international locations and offers revolutionary cybersecurity computing units in addition to a variety of cybersecurity providers worldwide.

About Mount Rainier Acquisition Corp.

Mount Rainier Acquisition Corp. is a clean test company sponsored by DC Rainier SPV LLC, a Delaware restricted legal responsibility firm operated by Dominion Capital LLC, whose enterprise goal is to realize a merger, inventory change, acquisition of belongings, inventory buy, reorganization or Comparable enterprise with a number of corporations.

Ahead-looking statements

Sure statements on this press launch are usually not historic information however forward-looking statements for the needs of the protected harbor provisions of the US Personal Securities Litigation Reform Act of 1995. Ahead-looking statements typically relate to future occasions or future HUB or RNER monetary or working efficiency. In some circumstances, you’ll be able to determine forward-looking statements by phrases similar to “could,” “ought to,” “will,” “appear,” “anticipate,” “intend,” “will,” “estimate,” “anticipate” or “imagine.” ‘, ‘future’, ‘forecast’, ‘potential’, ‘predictable’, ‘persevering with’ or the negatives of those phrases or variations thereof or comparable phrases, however the absence of those phrases doesn’t imply that the assertion shouldn’t be forward-looking. These forward-looking statements are topic to dangers, uncertainties and different components that might trigger precise outcomes to vary materially from these expressed or implied by these forward-looking statements.

These forward-looking statements are primarily based on estimates and assumptions that, though deemed affordable by HUB and its administration, and RNER and its administration, because the case could also be, are inherently unsure. These forward-looking statements are supplied for illustrative functions solely and are usually not meant as a assure, assertion, forecast, ultimate assertion or chance, and shouldn’t be relied upon by any investor. Precise occasions and circumstances are tough or unattainable to foretell and will differ from assumptions. Many precise occasions and circumstances are past the management of HUB or RNER. Components that might trigger precise outcomes to vary materially from present expectations embrace, however are usually not restricted to: (i) expectations relating to HUB’s methods and future monetary efficiency, together with future enterprise plans or goals, efficiency, potential alternatives, opponents, income, merchandise, providers, pricing, working bills and developments market, liquidity, money flows, makes use of of money, capital expenditures, and the Heart’s skill to put money into progress initiatives and pursue acquisition alternatives; (ii) the prevalence of any occasion, change or different circumstances that might result in the termination of the negotiations and any ultimate subsequent agreements in relation to the proposed transactions; (iii) on account of any authorized proceedings which may be introduced towards RNER, HUB, the merged firm or others after the Proposed Transactions and any ultimate agreements relating thereto have been introduced; (iv) Lack of ability to finish proposed transactions resulting from, amongst different issues, failure to acquire approval from RNER or HUB shareholders, receive sure governmental and regulatory approvals or meet different circumstances for closing, together with delays in acquiring, adversarial circumstances contained in, or the shortcoming to acquire, the mandatory regulatory approvals or full regulatory evaluations required to finish the proposed Transactions; (5) The lack to acquire the financing essential to finish the proposed transactions. (vi) modifications within the proposed construction of the proposed Transactions which may be required or acceptable on account of relevant legal guidelines or rules or as a situation of acquiring regulatory approval for the Proposed Transactions; (7) The power to fulfill the itemizing standards on the inventory change after the completion of the proposed transactions. (viii) the danger that the announcement and completion of proposed transactions will disrupt the Heart’s present plans and operations; (ix) the dearth of third celebration analysis in figuring out whether or not or to not proceed with proposed transactions; (x) the power to acknowledge anticipated advantages from the proposed transactions, which can be affected, amongst different issues, by competitors, the power of the three way partnership to develop and handle progress profitably, to take care of relationships with prospects and suppliers and to retain its administration and key personnel; (11) Prices associated to the proposed transactions. (xii) that the worth of any redemptions by holders of widespread shares of RNER is larger than anticipated; (xiii) the restricted liquidity and buying and selling of securities of RNER and HUB; (xiv) geopolitical dangers, together with army motion and associated sanctions, and modifications in relevant legal guidelines or rules; (xv) geopolitical dangers, together with army motion and associated sanctions, and modifications in relevant legal guidelines or rules; (xvi) that RNER, HUB, or the three way partnership could also be adversely affected by different financial, enterprise, and/or aggressive components; (xvii) inaccuracies for any cause in estimates of bills, profitability and projected monetary data for the hub; and (18) different dangers and uncertainties described within the sections entitled “Danger Components” and “Cautionary Observe Relating to Ahead-Trying Statements” in RNER’s ultimate prospectus referring to its October 4, 2021 preliminary public providing and “Danger Components” and “Cautionary Assertion Relating to Ahead-Trying Statements On HUB’s submitting assertion on Type F-4, filed with the SEC on August 24, 2022, as amended.

Ahead-looking statements communicate solely as of the date they’re made. Nothing on this press launch must be taken as a illustration by anybody that the forward-looking statements made herein shall be achieved or that any of the outcomes contemplated by such forward-looking statements shall be achieved. You shouldn’t place undue reliance on forward-looking statements, which communicate solely as of the date they’re made. Neither HUB nor RNER undertakes any responsibility to replace these forward-looking statements.

Extra details about the deal and the place to search out it

In reference to the proposed transaction, the Heart has filed with the SEC a registration assertion on Type F-4 containing the proxy assertion/prospectus, and after the registration assertion is said efficient by the SEC, the RNER will ship a ultimate proxy assertion/ Prospectus associated to the proposed enterprise group to its shareholders. This press launch doesn’t include all the knowledge to be thought of relating to the proposed transaction and isn’t meant to kind the premise of any funding or different choice in reference to the proposed transaction. This press launch shouldn’t be an alternative to any registration assertion or different doc HUB or RNER could file with the SEC in reference to the proposed transaction. Traders and securities holders are suggested to learn the Preliminary Energy of Lawyer Assertion/Prospectus and Amendments thereto, Closing Energy of Lawyer Assertion/Prospectus and different paperwork filed in reference to the Proposed Transaction, when accessible, as these supplies will include essential details about the Centre, RNER and Proposed Transaction.

When accessible, the ultimate proxy assertion/prospectus and different related supplies of the proposed transaction shall be mailed to RNER shareholders as of a typical date to be set for a vote on the proposed transaction. Shareholders will even be capable of receive copies of the preliminary proxy assertion/prospectus, ultimate proxy assertion/prospectus and different paperwork filed with the SEC, with out payment, as quickly as they turn out to be accessible, via the web site maintained by the SEC on the deal with www.sec.gov.

Traders and safety holders are urged to fastidiously learn paperwork filed with the SEC and of their assortment as they turn out to be accessible as a result of they may include essential data.

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