In connection with the stockholders’ vote
at the Special Meeting, 14,535,798 shares of common stock were tendered for redemption.
Additional Information
As
previously announced, the Company entered into a Business Combination Agreement, dated March 22, 2022 (the “Business Combination
Agreement”), with Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (“HUB”),
and Rover Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant
to the terms of the Business Combination Agreement, a business combination between the Company and HUB 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. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them
in the Business Combination Agreement. In connection with the proposed Merger and related transactions, the Company has filed a proxy
statement/prospectus, filed as part of the registration statement on Form F-4 filed by HUB with the SEC (as amended or supplemented
from time to time, the “proxy statement/prospectus”), that has been distributed to holders of the Company’s common
stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to
the proposed Merger and other matters as described in the proxy statement/prospectus. the Company urges investors, stockholders and other
interested persons to read the proxy statement/prospectus as well as other documents filed with the SEC because these documents contain
important information about the Company, HUB and the proposed Merger and related transactions. A definitive proxy statement/prospectus
was mailed to stockholders of the Company as of November 18, 2022, the record date established for voting on the proposed Merger
and related transactions. Stockholders are able to obtain a copy of the definitive proxy statement/prospectus, without charge by directing
a request to: Mount Rainier Acquisition Corp., 256 W. 38th Street, 15th Floor, New York, NY 10018. The preliminary and definitive proxy
statement/prospectus can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
The Company, HUB, and their respective directors
and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders with respect
to the Transaction Proposals under the rules of the SEC. Information about the directors and executive officers of the Company and
their ownership is set forth in the Company’s filings with the SEC, including its prospectus relating to its initial public offering,
which was filed with the SEC on October 4, 2021. Additional information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the Transaction Proposals is set
forth in the proxy statement/prospectus which was filed with the SEC on December 9, 2022, filed as part of the registration statement
on Form F-4 for the proposed transactions. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This Current Report on Form 8-K is not a
proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of the Company
or HUB, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale, or exchange
would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K and the attachments
hereto contain 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, 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, 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 and the following:
| · | 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; |
| · | 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, 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
approval of the stockholders of the Company 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 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’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 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; |
| · | the amount of any redemptions by existing holders of the Company’s common stock being greater than
expected; |
| · | limited liquidity and trading of the Company’s and HUB’s securities; |
| · | geopolitical risk, including military action and related sanctions, and changes in applicable laws or
regulations; |
| · | the possibility that the Company or HUB 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; 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 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 Current Report on Form 8-K and attributable
to the Company, HUB or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained
or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company and
HUB undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current
Report on Form 8-K to reflect the occurrence of unanticipated events.
