Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

October 26, 2022

Date of Report (Date of earliest event reported)

 

MOUNT RAINIER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40870		86-2029991
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

256 W. 38th Street, 15th Floor New York, NY		10018
(Address of Principal Executive Offices)		Zip Code

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x

Written communications pursuant to Rule 425 under the Securities Act

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units		RNERU		The Nasdaq Stock Market LLC
Common Stock		RNER		The Nasdaq Stock Market LLC
Warrants		RNERW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On October 26, 2022, Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), issued an unsecured promissory note in the aggregate principal amount up to $300,000 (the “Note”) to DC Rainier SPV LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the Note, the Sponsor agreed to loan to the Company an aggregate amount of $300,000 that shall be payable on the earlier of: (i) January 3, 2023 or (ii) the date on which Company consummates the Business Combination, as defined in the Business Combination Agreement, dated as of March 23, 2022, as amended on June 19, 2022 (the “Business Combination Agreement”), by and among the Company, HUB Cyber Security (Israel) Ltd. (“HUB”), a company organized under the laws of the State of Israel, and its wholly-owned subsidiary, Rover Merger Sub Inc., a Delaware corporation. The Note bears an interest rate of ten percent (10%) per annum. The Company covenants that at the closing of the Business Combination, the Unpaid SPAC Liabilities and Unpaid SPAC Expenses (as those terms are defined in the Business Combination Agreement), including the unpaid principal balance and interest due under the Note, shall not exceed an aggregate of Ten Million Dollars ($10,000,000). In the event that the Company does not consummate the Business Combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. 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.

 

The proceeds of the Note will be used for the Company to pay various expenses of the Company and for general corporate purposes.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. 

 

Additional Information

 

In connection with the proposed Merger and related transactions, the Company will file a proxy statement, 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”), to be 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, when available, the proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about the Company, HUB and the proposed Merger and related transactions. A definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the proposed Merger and related transactions. Stockholders will also be 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, once available, 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 will be set forth in the proxy statement when it is filed with the SEC, 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.

 

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.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1		Promissory Note between the registrant and DC Rainier SPV LLC.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 27, 2022

 

MOUNT RAINIER ACQUISITION CORP.

 

By:	/s/ Matthew Kearney
Name:	Matthew Kearney
Title:	Chief Executive Officer