HUB Cyber Security and Mount Rainier Announce Registration Statement Effectiveness and Special Meeting Date to Approve Business Combination

HUB Cyber Security (Israel) Limited, a developer of Confidential Computing cybersecurity solutions and services (“HUB” or the “Company“), announced that its registration statement on Form F-4 (the “Registration Statement“), in connection with its previously announced business combination (the “Business Combination“) with Mount Rainier Acquisition Corp. (“RNER“), has been declared effective by the U.S. Securities and Exchange Commission (the “SEC“) as of December 8, 2022.

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RNER will hold a Special Meeting of Stockholders at 10:00 a.m. Eastern time on December 30, 2022, to approve the previously announced business combination with HUB. Stockholders of record at the close of business on November 18, 2022, will be entitled to receive notice of and to vote at the Special Meeting.

To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the proxy statement/prospectus included in the Registration Statement.

The proxy statement/prospectus is being mailed to the Company’s stockholders of record as of the close of business on the Record Date. Notice of the Special Meeting was mailed on or about December 9, 2022 to stockholders of record as of the Record Date.

As previously announced, the transaction represents a combined company pro forma enterprise value of approximately $1.28 billion. The transaction is expected to provide up to $225 million in gross proceeds comprised of Mount Rainier’s approximately $175 million of cash held in trust, assuming no redemptions by RNER’s stockholders, and a $50 million fully committed ordinary share PIPE at $10.00 per share, led by A-Labs Advisory & Finance Ltd. Assuming maximum redemptions by RNER’s stockholders, the gross proceeds from the transaction is expected to be $50 million from the above-mentioned fully committed PIPE.

The transaction, which has been unanimously approved by the board of directors of both HUB and RNER, and the shareholders of HUB, is expected to close in January of 2023, subject to approval by stockholders of RNER, approval for listing by the Nasdaq Stock Market LLC and satisfaction or waiver, as applicable, of other customary closing conditions.

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• Founded in 2017 by a group of Israeli Intelligence Corps, veterans from Unit 8200, 81 and Matzov (MOD), being some of the most prestigious technological and intelligence units in the Israeli Defense Forces, HUB is a provider of innovative Confidential Computing hardware and software solutions and a range of professional services to governments and top tier enterprises around the globe.
• Among its 750+ clients, HUB provides cybersecurity and systems reliability solutions to Lockheed Martin, GE, SAP, HSBC Bank, Lloyd’s, Siemens, AXA and the Israeli Department of Defense.
• According to the projections filed with the Registration Statement, HUB is forecasting $115.8 million in revenues for YE2022 and expects over $500 million in signed contracts for the provisioning of HUB Security’s Confidential Computing solutions over the following years, with phase one of said contracts amounting to $80 million and as stated in the F-4, the first milestones (design and proof of concept of the solutions) expected to be completed before the beginning of 2023.
• According to research by the Everest Group, Confidential Computing is one of the fastest growing and innovative cybersecurity sectors that is estimated to grow at a compound annual growth rate (“CAGR”) of 40 – 45% (in the worst-case scenario) to 90 – 95% (in the best-case scenario) through 2026.
• As stated in the Registration Statement, HUB’s shareholders will retain approximately 92% of equity holdings in the combined company post combination assuming 100% redemptions of Mount Rainier’s cash held in trust, or approximately 81% of the combined company, assuming no redemptions by Mount Rainier’s stockholders (including the PIPE holders).
• The transaction is expected to position HUB to capitalize on significant growth opportunities, execute on targeted M&A opportunities, expand its business in the U.S. while offering investors a unique opportunity to invest in the future of Confidential Computing cybersecurity technologies.

“HUB seeks to expand its business in the U.S. via government and top-tier Fortune 500 enterprise contracts” said Eyal Moshe, Co-Founder & CEO of HUB. “We believe that the credibility and transparency inherent in being a NASDAQ listed company will significantly boost our business growth and penetration with our range of cyber products and services. We are thrilled to start our public life in the U.S. ”