Filed by Hub Cyber Security (Israel) Ltd. pursuant
to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Mount Rainier Acquisition Corp.
Commission File No.: 001-40870
HUB Security Prepares Shareholders meeting
to approve delisting from the Tel Aviv Stock Exchange ahead of it NASDAQ Merger
Eyal Moshe, CEO of Hub Security: "We believe
that delisting from the Tel Aviv Stock Exchange on the same day we start trading on the Nasdaq will greatly maximize shareholder value."
TEL AVIV, Israel, July 5, 2022
/PRNewswire/ -- HUB Cyber Security (Israel) Limited (TASE: HUB.TA), a developer of Confidential Computing cybersecurity solutions and
services ("HUB" or the "Company"), announced today it has submitted a formal request to the Israeli
district court to allow the Company shareholders decide on ‘same-day’ delisting from the Tel-Aviv Stock Exchange (TASE) and
start of trade on its expected trading on NASDAQ. As part of its anticipated SPAC merger, HUB’s shareholders are expected to vote
on delisting in parallel to the NASDAQ listing, rather than the mandatory 90-day dual trading period required by law.
Management believes
that this decision may prevent the trading arbitrage resulting from a dual listing under an inherent shareprice gap between the two exchanges,
and thus will maximize shareholders value.
CEO Eyal Moshe
says HUB Security is moving quickly toward the merger: “As we move ahead with the HUB’s expected migration to trade on NASDAQ,
we employ all efforts to make the transition as seamless as possible while maximizing the value to our many investors and shareholders.
”
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.
Press
contact only:
Doron
Gez
+972-507871493
doron.gez@hubsecurity.com
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