HUB Security : Submission of Amendment No. 1 אם איק Registration Statement on Form F-4 with the SEC for the upcoming SPAC merger

This is an English translation of the Company's immediate report in Hebrew that was published on August 24, 2022 (Reference no.: 2022 -01-108106 the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding effect. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

מ"עב )לארשי( עדימ תחטבא באה

HUB Cyber security (Israel) Ltd.

	(the "Company")
	20 October 2022
To	To
The Israeli Securities Authority	The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il	www.tase.co.il
Dear Madam and Sir,

Re: Submission of Registration Statement on Form F-4with the SEC for the upcoming SPAC merger and the listing of the company's shares for trading on Nasdaq at a value of approximately 1.28 billion US dollars before the money -Update

The Company is pleased to update, that further to the company's announcements from March 23, 2022 (reference: 2022-01-028539), and of March 29, 2022 (reference: 2022-01-028539), and its announcement from August 24, 2022 regarding the company submitting a non-confidential registration statement on Form F-4 which contains a preliminary proxy statement/prospectus to the U.S. Securities and Exchange Commission (SEC), (hereinafter: "the report of March 23, 2022", "the report of March 29

• 2022" and "the report of August 24 , 2022" respectively, which are incorporated herein by way of reference),

the company is honored to announce that on October 18, 2022, it has submitted Amendment No. 1 to the non-confidential registration statement (F-4) which contains a preliminary proxy statement/prospectus to the U.S. Securities and Exchange Commission (SEC), for the purpose of completing the merger with the SPAC, the

offering of the company's securities to the shareholders of the SPAC and the start of trading in the company's securities on Nasdaq.

The completion of the merger and the start of trading is subject to the existence of a number of conditions precedent, among them, the approval of the proxy statement/prospectus by the SEC, the approval of each of the companies' shareholders to carry out the merger with the SPAC. In addition, the Company is have filed a motion to the Israeli court's to receive its approval to carry out the 350 proceedings (as defined in the report dated 5 in July, 2022 Reference: 2022-01-083704, which is included herein by way of reference).

If the Israeli court approves the delisting of the Company's shares from the TASE and the Company's shares are approved for listing on Nasdaq, then upon the completion of the merger, the Company's shares and Company traded warrants (series 1) are expected to be traded on the Nasdaq (only) without parallel trading. The meaning for the Company's current shareholders and series 1 warrantes holders is that every holder of the Company's shares and series 1 warrants holders that are currently traded on the TASE in Israel, will hold after shares and warrants of the Company that will be traded on the Nasdaq stock exchange, subject to the effects of a reverse stock split that the Company intends to effect immediately prior to the closing of the merger, as further described in the registration statement .

Upon completion of the offering, the projected gross proceeds, before transaction costs. by the company will be a minimum amount of $50 million, if the SPAC owners make a full redemption of their investment, and up to a potential of approximately $225 million, as long as none of the SPAC shareholders redeem their investment (For more details, see a report dated March 23, 2022). as well as the F-4 document attached to this report.

A copy of the preliminary proxy statement/prospectus is available for review on the SEC's website at www.sec.gov.

The said message does not constitute, and it is not intended to constitute, an offer to sell or an offer to receive offers to buy any securities in Israel, the USA or elsewhere, and it does not constitute, and it is not intended to constitute, an offer, solicitation, or sale of

any securities in any country or jurisdiction where such offer, solicitation or sale shall

be prohibited.

Forward-looking information warning

The information detailed in this announcement above, regarding a possible future offer of the company's securities, the trading value on the Nasdaq stock exchange after the completion of the trading registration, are considered "forward-looking" information as defined in the Securities Law, 1968, and the regulations thereunder, based on On the information known to the company at this time, as well as on estimates and forecasts, the realization of which depends, among other things, on factors beyond the control of the company as stated in this report above. The estimates and forecasts may materialize differently from the company's intention and/or not materialize at all, all of this due to changing market conditions, as well as a result of any of the risk factors applicable to the company and its areas of activity materializing.

Respectfully,

HUB Security

Approved for reporting on behalf of the Company by:

Mr. Eyal Moshe, CEO and Director

TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on October 18, 2022.

Registration No. 333-267035

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HUB CYBER SECURITY (ISRAEL) LTD.

(Exact name of registrant as specified in its charter)

State of Israel	3576
(State or other jurisdiction of	(Primary Standard Industrial
incorporation or organization)	Classification Code Number)

HUB Cyber Security (Israel) Ltd.

17 Rothschild Blvd

Tel Aviv, Israel 6688120

[phone]

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

HUB Security USA, Inc.

21 Walt Whitman Road

Huntington Station, NY 11746

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all correspondence to:

Ryan J. Lynch	Guy Gissin	Mitchell S. Nussbaum	Oded Har-Even
Michael J. Rosenberg	Yael Hershkowitz	Andrei Sirabionian	Gal Cohen
Joshua G. Kiernan	Gissin & Co. Advocates	Alexandria E. Kane	Tamir Chagal
Latham & Watkins LLP	38 Habarzel St.,	Loeb & Loeb LLP	Sullivan & Worcester LLP
1271 Avenue of the Americas	Tel-Aviv Israel 6971054,	345 Park Avenue	28 HaArba'a St., 35th Floor
New York, New York 10020	Israel	New York, NY 10154	Tel-Aviv, Israel
Tel: [phone]	Tel: [phone]	Tel: [phone]	Tel: [phone]

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i)(Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d)(Cross-BorderThird-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

Ltd. may not sell these securities until the registration statement filed	proxy statement/prospectus is neither an offer to sell these securities,	Any representation to the contrary is a criminal offense.
The information in this proxy statement/prospectus is not complete and may be changed. HUB Cyber Security Israel	with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This	nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS - SUBJECT TO COMPLETION DATED OCTOBER 18, 2022

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

OF

MOUNT RAINIER ACQUISITION CORP.

PROSPECTUS FOR UP TO 22,158,700 ORDINARY SHARES, 17,846,200 WARRANTS,

AND 13,384,650 ORDINARY SHARES UNDERLYING WARRANTS

OF

HUB CYBER SECURITY (ISRAEL) LTD.

The board of directors of Mount Rainier Acquisition Corp., a Delaware corporation ("RNER"), has approved the Business Combination Agreement (the "Business Combination Agreement"), dated as of March 23, 2022, as amended on June 19, 2022, by and among RNER, HUB Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the "Company" or "HUB Security") and Rover Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into RNER, with RNER surviving the merger (the "Business Combination"). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the "Transactions"), RNER will become a wholly owned subsidiary of the Company, with the securityholders of RNER becoming securityholders of the Company.

Prior to the effective time of the Business Combination (the "Effective Time"), HUB Security intends to effect a reverse stock split to cause the value of the outstanding HUB Security ordinary shares immediately prior to the Effective Time to equal $10.00 per share (the "Stock Split"). The consideration to be issued to securityholders of RNER will be adjusted if the Stock Split is not effected or if the Stock Split results in a price per HUB Security ordinary share other than $10.00.

Pursuant to the Business Combination Agreement and assuming the Stock Split has been effected, at the Effective Time,

1. each unit of RNER (a "RNER Unit") issued and outstanding immediately prior to the Effective Time will be automatically detached and the holder of each such RNER Unit will be deemed to hold one share of RNER common stock, par value $0.0001 per share (the "RNER Common Stock" and each share of RNER Common Stock, a "RNER Share") and one warrant of RNER entitling the holder to purchase three-fourths of one RNER Share per warrant at a price of $11.50 per whole share (each, a "RNER warrant"), (b) each RNER Share issued and outstanding immediately prior to the Effective Time will be automatically converted into a number of HUB Security ordinary shares equal to the quotient of (i) an aggregate number of HUB Security ordinary shares equal to the amount obtained by dividing (A) $221,582,000 less the amounts payable to the RNER stockholders pursuant to the right of the holders of RNER Shares to redeem all or a portion of their RNER Shares in connection with the Transactions contemplated by the Business Combination Agreement or otherwise (the "RNER Stockholder Redemptions") by (B) $7.61 divided by (ii) the aggregate number of RNER Shares issued and outstanding immediately prior to the Effective Time, after taking into account the RNER Stockholder Redemptions (the "Per Share Consideration"), and (c) each RNER warrant issued and outstanding immediately prior to the Effective Time will be assumed by HUB Security and will become one warrant of HUB Security (a "HUB Security warrant"), with the number of HUB Security ordinary shares underlying the HUB Security warrants and the exercise price of such HUB Security warrants subject to adjustment in accordance with the Business Combination Agreement and in the event of a stock split, share dividend or distribution, or any change in HUB Security's share capital by reason of any split-up, reverse share split, recapitalization, combination, reclassification, exchange of shares or other similar transaction with respect to HUB Security ordinary shares subsequent to the Effective Time.

Concurrently with the execution of the Business Combination Agreement, HUB Security and certain accredited investors (the "PIPE Investors") entered into a series of subscription agreements ("Subscription Agreements"), providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 5,000,000 HUB Security ordinary shares ("PIPE Shares") at a price per share of $10.00 (assuming the Stock Split has been effected), for gross proceeds to HUB Security of $50,000,000 (collectively, the "PIPE Investment"). The closing of the PIPE Investment is conditioned upon the consummation of the Transactions.