MOUT RAIN Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Conversion of
Subject to the terms and conditions of the Business Combination Agreement, by virtue of the Merger:
· Each SPAC Unit issued and outstanding immediately prior to the Effective
Time will be automatically detached and the holder thereof will be deemed
to hold one SPAC Share and one SPAC Warrant entitling the holder thereof
to purchase three-fourths (3/4) of a SPAC Share, which underlying
securities will be converted in accordance with the applicable terms of
the Business Combination Agreement as further described below.
· Each SPAC Share issued and outstanding immediately prior to the Effective
Time will be automatically converted into a number of ordinary shares, no
par value per share, of the Company (the "Company Ordinary Shares" and
such number of Company Ordinary Shares, the "Per Share Consideration")
equal to the Aggregate Transaction Share Consideration divided by the
number of issued and outstanding SPAC Shares immediately prior to the
Effective Time, after taking into account of SPAC Stockholder Redemptions.
Following such conversion, all SPAC Shares shall automatically be canceled
and shall cease to exist by virtue of the Merger. The holders of SPAC
Shares outstanding immediately prior to the Effective Time shall cease to
have any rights with respect to such shares, except as provided in the
Business Combination Agreement or under applicable law.
"Aggregate Transaction Share Consideration" means an aggregate number of
Company Ordinary Shares equal to the quotient of (a) the amount equal to
(i) $221,582,000 minus (ii) the amounts payable to the SPAC Stockholders
pursuant to the SPAC Stockholder Redemptions divided by (b) $7.61 (the
"Company Share Value").
· (a) All rights with respect to SPAC Shares underlying SPAC Warrants will
be converted into rights with respect to Company Ordinary Shares and
thereupon assumed by the Company; (b) the number of Company Ordinary
Shares subject to each SPAC Warrant assumed by the Company will be
determined by multiplying(i) the number of SPAC Shares that were subject
to such SPAC Warrant, as in effect immediately prior to the Effective
Time, by (ii) the Per Share Consideration, and rounding the resulting
number down to the nearest whole number of Company Ordinary Shares; (c)
the per share exercise price for the Company Ordinary Shares issuable upon
exercise of each SPAC Warrant assumed by the Company will be determined by
dividing (i) the exercise price per SPAC Share subject to such SPAC
Warrant, as in effect immediately prior to the Effective Time, by (ii) the
Per Share Consideration; and (d) any restriction on the exercise of any
SPAC Warrant assumed by the Company will continue in full force and effect
and the term, exercisability, vesting schedule and other provisions of
such SPAC Warrant will otherwise remain unchanged.
· Each share of capital stock of Merger Sub issued and outstanding
immediately prior to the Effective Time will be converted into and become
one validly issued, fully paid and non-assessable share of common stock,
par value $0.0001 per share, of the Surviving Company , which shall
constitute the only outstanding share of capital stock of the Surviving
Company No fractional shares will be issued pursuant to the Business Combination Agreement. In lieu of receiving any fraction of a Company Ordinary Share, all fractions of Company Ordinary Shares that otherwise would be issued under the Business Combination Agreement will be aggregated and the resulting fraction of a Company Ordinary Share will be rounded up to a whole share.
Post-Closing Governing Documents, Board of Directors and Executive Officers
At the Effective Time, subject to obtaining the Company Shareholder Approval, the Company will adopt amended and restated articles of association of the Company to be effective immediately following the Effective Time.
At the Effective Time, (a) the Company's board of directors will include one
member initially designated by the
Closing
The Closing will occur as promptly as reasonably practicable, but in no event later than the third business day, following the satisfaction or waiver of all of the closing conditions. It is expected that the Closing will occur in the third quarter of 2022.
Proxy Statement and Stockholders Meeting
As promptly as reasonably practicable, SPAC and the Company will prepare and
mutually agree upon: (a) a proxy statement (the "Proxy Statement") to be filed
by SPAC with the
SPAC will include provisions in the Proxy Statement with respect to the Merger
and the related transactions (collectively, the "Transaction Proposals"), which
will include: (a) the adoption and approval of the Business Combination
Agreement and the transactions contemplated thereby (including the Merger and
the issuance of the Per Share Consideration); (b) the adoption and approval of
each other proposal that either the
Representations, Warranties and Covenants
The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) organization, qualification and standing, (b) capitalization, (c) authority and enforceability, (d) financial statements, (e) non-contravention, (f) permits, (g) material contracts, (h) absence of certain developments, (i) litigation, (j) compliance with laws and permits, (k) environmental matters, (l) intellectual property, (m) employee matters, (n) insurance, (o) taxes, (p) real property, and (q) affiliate transactions, as applicable.
Each party agreed in the Business Combination Agreement to use its reasonable
best efforts to consummate and effect the transactions contemplated by the
Business Combination Agreement, including (a) the satisfaction of the closing
conditions, (b) using reasonable best efforts to obtain the PIPE Financing (as
defined below), and (c) using reasonable best efforts to delist the Company
Ordinary Shares from the Tel Aviv Stock Exchange ("TASE"). The Business
Combination Agreement also contains certain customary covenants by each of the
parties during the period between the signing of the Business Combination
Agreement and the earlier of the Closing or the termination of the Business
Combination Agreement in accordance with its terms, including the conduct of
their respective businesses, obtaining governmental consents (including making
any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act")), provision of information, notification of
certain matters, cooperation in connection with certain tax matters (including,
to the extent required by the
Item 7.01 Regulation FD Disclosure.
On
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing shareholders of the Company and other persons with respect to the Merger and related transactions.
The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Additional Information
In connection with the proposed Merger and related transactions, SPAC will file
a proxy statement, filed as part of the registration statement on Form F-4 to be
filed by the Company with the
Participants in the Solicitation
SPAC, the Company, and their respective directors and executive officers may be
considered participants in the solicitation of proxies from SPAC's stockholders
with respect to the Transaction Proposals under the rules of the
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 SPAC or the Company, 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 SPAC and/or the Company, 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 SPAC and the Company, 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
· expectations regarding the Company'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 the
Company'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
SPAC, the Company, 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 SPAC or
the Company, 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 the Company'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 the Company 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 SPAC's common stock
being greater than expected;
· limited liquidity and trading of SPAC's and the Company's securities;
· geopolitical risk, including military action and related sanctions, and
changes in applicable laws or regulations;
· the possibility that SPAC or the Company 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 the Company; and
· other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in
SPAC'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 SPAC and the Company 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 . . .
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
Business Combination Agreement, dated as of March 23, 2022 ,
by and among Mount Rainier Acquisition Corp. , Hub Cyber
2.1* Security (Israel) Ltd. and Rover Merger Sub, Inc.
Form of Amended and Restated Warrant Agreement by and among
Mount Rainier Acquisition Corp. , Hub Cyber Security (Israel)
Ltd. and American Stock Transfer & Trust Company, LLC , as
4.1 warrant agent
Sponsor Support Agreement, dated as of March 23, 2022 , by and
among Mount Rainier Acquisition Corp. , Hub Cyber Security
10.1 (Israel ) Ltd. and members of the Sponsor Group
Form of Support Agreement, dated as of March 23, 2022 , by and
among Mount Rainier Acquisition Corp. , Hub Cyber Security
10.2 (Israel ) Ltd. and certain Company shareholders party thereto
Form of Management Incentive Agreement, dated as of March 23,
2022 , by and among Hub Cyber Security (Israel) Ltd., Mount
Rainier Acquisition Corp. and certain members of management and
10.3 employees of Hub Cyber Security (Israel) Ltd.
99.1 Press Release dated March 23, 2022
99.2 Investor Presentation
Cover Page Interactive Data File - the cover page XBRL tags are
104 embedded within the Inline XBRL document.
Schedules and exhibits have been omitted pursuant to Item
* 601(b)(2) of Regulation S-K. The registrant hereby undertakes
to furnish copies of any omitted schedules and exhibits upon
request by the U.S. Securities and Exchange Commission .© Edgar Online, source
