HUB Cyber Security Limited , a developer of Confidential Computing cybersecurity solutions and services, 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.
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.
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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.
SOURCE: PR Newswire