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
of the Securities Exchange
Act of 1934
Subject Company: Mount
Rainier Acquisition Corp.
Commission File No.: 001-40870
HUB Security Receives Court Approval to Summon
Shareholders Meetings for the Approval of the NASDAQ SPAC Merger and Delisting from Tel-Aviv Stock Exchange
TEL AVIV, Israel, Aug 9, 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 following its announcement
on July 5th, the Company has received a formal approval of the Israeli district court to summon shareholders meetings for the
approval of the upcoming SPAC merger and listing terms on NASDAQ.
If approved by the shareholders and the Israeli
court, HUB will delist its shares from the Tel-Aviv Stock Exchange (TASE) and will migrate to trading on NASDAQ at $10 per share ($1.28
billion market cap) on the same day without any period of parallel or dual listing on both the Israeli and the American exchanges.
Eyal Moshe, Founder & CEO of HUB stated that
“this is a major decision by the Israeli securities authority and the TASE together with the israeli court which pushes forward
our upcoming merger and listing on NASDAQ this year. We remain on track for completing the move to NASDAQ on schedule.”
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
doron.gez@hubsecurity.com
+972507871493
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