Filed by Mount Rainier Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Hub Cyber Security (Israel) Ltd.
Hub Security Signs A Partnership
Agreement With One Of The Leading US Cyber System Integrators To Provide Confidential Computing Solutions
CEO of HUB Security, Eyal Moshe:
“Our Confidential Computing product can make the difference in changing the game on government and enterprise cyber security North
America is a massive market for us and this agreement expands significantly our sales potential in this region.”
TEL AVIV, Israel, June 30, 2022 /PRNewswire/
– HUB Cyber Security (Israel) Limited (TASE: HUB), a developer of Confidential Computing cybersecurity solutions and services (“HUB”
or the “Company”), announced
today an agreement with one of the largest US Cyber security solutions system integrators, on the sale of HUB’S Confidential Compute
solutions to US enterprises and telecom providers. The integrator specializes in providing products and services for 5G networks and Edge
Computing in the U.S.
The term of the engagement is set for
24 months, and may be extended upon mutual agreement between both parties.
This is a first strategic agreement
for HUB in the U.S. market, and the Company believes it will increase HUB’S product sales in the US, and significantly impact the
Company’s revenues over the next two years.
Eyal
Moshe, CEO of HUB Security, stated: “We are on a path to hyper growth in the sales of our Confidential Computing solutions
worldwide over the next five years to establish ourselves as a leader in this space. The U.S. is a prime target and we intend to build
a string of partnerships for rapid introductions and deployments of our solutions in Fortune 500 companies and government agencies.”
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 intends to file 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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