TEL
AVIV, Israel, Jan. 26,
2023 /PRNewswire/ -- HUB Cyber Security Ltd
(TASE: HUB), a developer of Confidential Computing cybersecurity
solutions and services ("HUB" or the "Company"), announced today
that following the receipt of all approvals and compliance with the
conditions for the expected merger with Mount Rainier Acquisition
Corp. (NASDAQ: RNER) and transition to trading on the Nasdaq stock
exchange, that the details of the expected procedure for the
listing in the United States will
be as follows:
Monday February 27,
2023 - On this day, the merger with RNER is
expected to occur and official announcement of the closing of the
merger will be publicized.
Tuesday, February 28,
2023 - the first expected day of trading of the
Company's shares and warrants on Nasdaq under the symbols "HUBC"
"HUBCW" and "HUBCZ" which will open at approximately 4:30 pm Israel
time (9:30 am U.S. time).
The procedure for transferring the company's shares to trading
in the United States is expected
to be transparent to investors, and it is expected to enable the
issuance of buy and sell orders for the company's shares and
warrants on Nasdaq immediately upon the opening of trading in
the United States through the
online systems of the banks and brokers in Israel.
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 Ltd
HUB Cyber Security Ltd ("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 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:
expectations regarding HUB Security'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 Security'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 the Company, HUB Security, 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 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 HUB Security'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 HUB Security 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;
limited liquidity and trading of the Company's and HUB
Security's securities;
geopolitical risk, including military action and related
sanctions, and changes in applicable laws or regulations;
the possibility that the Company or HUB Security 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 HUB Security;
and
other risks and uncertainties set forth in the section entitled
"Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in the Company's final prospectus relating to its
initial public offering dated October 4,
2021 and the proxy statements filed on December 5, 2022 and December 9, 2022.
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.
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SOURCE Hub Security