HUB Security (TASE:HUB) signed a letter of intent to acquire Mount Rainier Acquisition Corp. (NasdaqGM:RNER) from a group of shareholders for approximately $220 million in a reverse merger transaction on February 1, 2022. HUB Security entered into a definitive business combination agreement to acquire Mount Rainier Acquisition Corp. from a group of shareholders in a reverse merger transaction on March 22, 2022. The combined company will have an estimated pro forma enterprise valuation of approximately $1.28 billion. HUB entered into subscription agreements with Israeli and American institutional investors for gross proceeds of approximately $50 million through a private placement- representing sufficient capital to meet the minimum cash required to close the proposed transaction and to fund HUB's business plan and acquisitions. Cash proceeds from the proposed transaction are expected to consist of up to approximately $176 million of cash held in RNER's trust and approximately $50 million attributed to the PIPE investment anchored by Israeli and American institutional and existing investors. Proceeds from the PIPE are expected to satisfy the minimum cash closing condition and will be used as working capital to support continued growth and to fund acquisitions. HUB shareholders will retain 100% of their existing equity holdings and are expected to own approximately 81.3% of the combined company while HUB's Founder & Chief Executive Officer Eyal Moshe will continue to own approximately 5.7% of the combined company on a pro forma basis, assuming no redemptions by Mount Rainier's public stockholders. In the event that the expected net-cash balance in the merged company may be less than $100 million, HUB has the right to terminate the LOI and withdraw from the proposed merger. Upon closing, the combined company's shares and warrants are expected to be listed on Nasdaq under the new ticker "HUBC" "HUBCW" and "HUBCZ". Eyal Moshe and the current management team will continue to lead the combined company.

The proposed transaction will require the approval of the stockholders of RNER and HUB, the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the "SEC") in connection with the proposed transaction, and the satisfaction of other customary closing conditions including the waiting period (or any extension thereof), if any, applicable under the HSR Act with respect to the consummation of the transactions contemplated by the Business Combination agreement shall have expired or been terminated, HUB's ordinary shares shall have been approved for listing on Nasdaq, HUB's board of directors shall have adopted a resolution approving the delisting of HUB Ordinary Shares on TASE, Israeli court approval, the aggregate cash proceeds available for release to RNER from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after giving effect to all of the RNER Stockholder Redemptions) plus the PIPE Financing Amount shall equal at least $50 million, the unpaid RNER liabilities and unpaid RNER expenses shall collectively not exceed $10 million and the directors and officers of RNER shall have resigned or otherwise been removed, effective as of the closing. On February 2, 2023, HUB Cyber Security has appointed Eyal Moshe as President of the Company's U.S. operations. He will remain as a member of the Board as well. Additionally, HUB Cyber Security appointed Uzi Moskovitch, previously the Company's Executive Chairman, to replace Eyal Moshe as Chief Executive Officer, effective immediately. The Board of Directors of each of RNER and HUB approved the proposed transaction. On June 19, 2022, RNER and HUB entered into an agreement to terminate the Management Incentive Agreement previously entered into in connection with the Business Combination Agreement. As of June 21, 2022, as further measures to secure the merger at the shareholders vote meeting, HUB executives and board have decided to waive their right to shares incentives guaranteed to them as part of the merger agreement. As of August 9, 2022, the Israeli district court approved to summon shareholders meetings for the approval of the upcoming SPAC merger and listing terms on NASDAQ. On October 27, 2022, at the extraordinary general meeting of HUB, its shareholders and option holders voted to approve the merger with Mount Rainier Acquisition. The shareholders meeting of RNER is scheduled on December 21, 2022 to amend the extension to consummate a business combination from January 7, 2023 to March 1, 2023. The registration statement has been declared effective by the U.S. Securities and Exchange Commission as of December 8, 2022. As of January 4, 2023, the stockholders of Mount Rainier have approved the transaction. The proposed transaction is expected to close in the third quarter of 2022. As of December 9, 2022, the transaction is expected to close in January 2023. As of January 4, 2023, the transaction is expected to close in late January 2023. As of January 26, 2023, the merger with RNER is expected to occur on February 27, 2023.

A-Labs Finance and Advisory Ltd and Oppenheimer & Co. Inc. acted as financial advisors and Josh Kiernan, Ryan J. Lynch, Michael Rosenberg, Nicholas DeNovio, Michelle Gross, Gail Crawford, Adam Kestenbaum, Jason Cruise, Joseph Simei, Les Carnegie, Charles Claypoole, Joel Mack and Josh Marnitz of Latham & Watkins LLP and Anna Moshe and Joel Stein of Pearl Cohen Zedek Latzer Baratz acted as legal advisors to HUB. Alliance Global Partners acted as financial advisor and Mitchell S. Nussbaum of Loeb & Loeb LLP and Oded Har-Even, Reut Alfiah, David Danovitch, Tamir Chagal and Gal Cohen of Sullivan & Worcester LLP (Tel Aviv) acted as legal advisors to RNER. A-Labs Finance and Advisory Ltd is serving as sole placement agent for the PIPE. American Stock Transfer & Trust Company, LLC acted as warrant agent to HUB. Northcliffe Cybersecurity Research Ltd acted as technology due diligence provider with a service fee of £10,000 ($11,830) and Loeb & Loeb LLP acted as legal due diligence provider to RNER. Advantage Proxy, Inc. acted as proxy solicitor and American Stock Transfer & Trust Company, LLC acted transfer agent to RNER. Cramim S.N. 570 Ltd. acted as financial advisor to HUB. RNER will pay a fee of $10,000 to Advantage Proxy for proxy solicitation. Gissin & Co Advocates acted as legal advisor to HUB.

HUB Security (TASE:HUB) completed the acquisition of Mount Rainier Acquisition Corp. (NasdaqGM:RNER) from a group of shareholders in a reverse merger transaction on February 27, 2023. HUB Cyber shares will list on NASDAQ on March 1, 2023.