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

~~December~~January 213, ~~2022~~2023

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: (212) 785-4680

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:

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 51.0301. ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

~~As approved by its stockholders at the Special~~Effective ~~Meeting~~as of ~~Stockholders~~January ~~held on December 21~~3, ~~2022 (the “Special Meeting”)~~2023, Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), ~~filed~~entered into an amendment (the “Amendment”) to ~~its~~that ~~Amended~~certain ~~and~~Senior ~~Restated~~Promissory ~~Certificate~~Note, ofdated ~~Incorporation~~as ~~with the Delaware Secretary~~ of ~~State~~October ~~on December 21~~26, 2022 (the “~~Charter Amendment~~Note”), toby ~~(i) give~~and between the Company ~~the~~and ~~right~~DC toRainier ~~extend~~SPV ~~the date~~LLC, ~~by which~~ the Company’s ~~has~~sponsor. Pursuant to ~~consummate~~the aAmendment, ~~business~~the ~~combination~~parties ~~from~~have ~~January 7,~~agreed ~~2023~~ to ~~March 1,~~extend ~~2023~~the ~~and (ii) expand~~maturity ~~the~~date ~~methods~~of ~~that~~ the ~~Company~~Note ~~may~~to ~~employ~~the toearlier ~~not~~of ~~become~~March ~~subject~~1, to2023 or the ~~“penny~~closing ~~stock” rules~~ of the ~~Securities~~Company’s ~~and~~initial ~~Exchange Commission~~business combination.

The ~~foregoing description of the Charter~~ Amendment is ~~qualified~~attached inas ~~its~~Exhibit ~~entirety~~10.1 ~~by reference~~ to ~~the full text of the Charter Amendment, a copy of which is filed with~~ this Current Report on Form 8-K ~~as Exhibit 3.1~~ and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

OnAs previously ~~December 21~~reported, ~~2022,~~ the Company ~~held~~entered ~~the Special~~into ~~Meeting.~~that Oncertain ~~November 18~~Business Combination Agreement, dated as of March 23, 2022, ~~the~~as ~~record~~amended on ~~date~~June ~~for~~19, 2022 (as amended, the ~~Special~~“Business ~~Meeting~~Combination Agreement”), ~~there~~by ~~were~~and 22among the Company,~~158~~ HUB Cyber Security (Israel) Ltd.,~~700~~ ~~shares~~a ofcompany ~~common~~organized ~~stock~~under the laws of the ~~Company~~ ~~entitled~~State toof beIsrael ~~voted~~(“HUB atSecurity”), ~~the~~and ~~Special~~Rover ~~Meeting~~Merger Sub Inc., Ata ~~the~~Delaware ~~Special~~corporation and ~~Meeting,~~wholly ~~21,810,322~~owned ~~shares~~subsidiary of ~~common~~Hub ~~stock~~Security of(“Merger ~~the~~Sub”). ~~Company~~Capitalized orterms ~~98.43% of~~used ~~the~~in ~~shares~~this ~~entitled~~Current toReport ~~vote~~on atForm 8-K but not otherwise defined herein have the ~~Special~~meanings ~~Meeting~~given ~~were~~to ~~represented~~them in ~~person~~the orBusiness byCombination ~~proxy~~Agreement.

On January 4, 2023, the Company held a special meeting of stockholders (the “Special Meeting”) to approve the Business Combination Agreement and related matters, which were described in detail in the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2022, Supplement No. 1 to the definitive proxy statement/prospectus filed with the SEC on December 22, 2022 and Supplement No. ~~Extension~~2 ~~Amendment~~to the definitive proxy statement/prospectus filed with the SEC on December 29, 2022 (as amended or supplemented from time to time, the “proxy statement/prospectus”).

~~Stockholders~~On ~~approved~~November ~~the proposal~~18, to2022, ~~amend~~ the ~~Company’s~~record ~~amended~~date ~~and~~for ~~restated~~the Special ~~certificate of incorporation~~Meeting, ~~giving~~there ~~the~~were ~~Company~~22,158,700 ~~the~~shares ~~right~~of tocommon ~~extend~~stock ~~the~~of ~~date by which~~ the Company ~~has~~entitled to ~~consummate~~be avoted ~~business~~at ~~combination from January 7, 2023 to March 1, 2023 (~~the ~~“Extension~~Special ~~Amendment”)~~Meeting. ~~Adoption~~ ofAt the ~~Extension~~Special Meeting, ~~Amendment~~17,133,274 ~~required~~shares ~~approval~~of bycommon ~~the~~stock ~~affirmative vote~~ of atthe ~~least~~Company aor ~~majority~~77.32% of the ~~Company’s outstanding~~ shares ofentitled ~~common~~to ~~stock.~~vote ~~The~~at ~~voting~~the ~~results~~Special Meeting were asrepresented in ~~follows:~~person or by proxy.

FOR				AGAINST				ABSTAIN				BROKER NON- VOTES
	19,885,928				1,924,393				1				0

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:

2Proposal No. ~~NTA~~1. ~~Requirement~~The ~~Amendment~~Business Combination Proposal

Stockholders approved the Business Combination ~~proposal~~Agreement, toa ~~amend~~copy ~~the~~of ~~Company’s~~which ~~amended~~was ~~and~~attached ~~restated~~to ~~certificate~~the ofproxy ~~incorporation,~~statement/prospectus ~~giving~~as ~~the~~Annex ~~Company~~A, and the ~~right~~transactions tocontemplated ~~expand~~therein (the ~~methods~~“Business ~~that~~Combination Proposal”), including the ~~Company~~business ~~may~~combination ~~employ~~whereby toMerger ~~not~~Sub ~~become~~will ~~subject~~merge towith and into the ~~“penny~~Company, ~~stock”~~with ~~rules of~~the Company surviving the ~~Securities~~merger ~~and~~as ~~Exchange~~a ~~Commission~~ wholly owned subsidiary of HUB Security (the “~~NTA Requirement Amendment~~Merger”). Adoption of the ~~NTA~~Business ~~Requirement~~Combination ~~Amendment~~ Proposal required approval by the affirmative vote of at least a majority of the Company’s issued and outstanding shares of common stock as of the record date. The voting results were as follows:

FOR		AGAINST	~~AGAINST~~ABSTAIN		BROKER NON-VOTES	~~ABSTAIN~~		~~BROKER NON- VOTES~~
	19,885,828			1,924,493			1		0
16,582,859		550,415	0		0

Proposal No. 2. The Charter Proposals

Stockholders approved the following material differences between the Company’s amended and restated certificate of incorporation (the “RNER Charter”) and HUB Security’s amended and restated articles of association (the “HUB Security Articles”) to be effective upon the consummation of the Business Combination (collectively, the “Charter Proposals”). Adoption of each of the Charter Proposals required approval by the affirmative vote of at least a majority of the Company’s issued and outstanding shares of common stock as of the record date. The voting results were as follows:

(i) the name of the new public entity will be “HUB Cyber Security (Israel) Ltd.” as opposed to “Mount Rainier Acquisition Corp.”;

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
16,582,859		550,415		0		0

(ii) HUB Security’s corporate existence is perpetual as opposed to the Company’s corporate existence terminating if a business combination is not consummated within a specified period of time; and

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
16,582,859		550,415		0		0

(iii) the HUB Security Articles will not include the various provisions applicable only to special purpose acquisition corporations that the RNER Charter contains;

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
16,582,859		550,415		0		0

Item 8.01.

Other Events.

In connection with the stockholders’ vote at the Special Meeting, the Company’s public stockholders had the right to elect to redeem all or a portion of their shares of common stock for a per share price calculated in accordance with the Company’s organizational documents. The Company’s public stockholders holding 2,660,436 shares of common stock validly elected to redeem their public shares in connection with the approval of the Business Combination. These redemptions were in addition to the 14,535,798 shares of common stock that were tendered for redemption in connection with the special meeting of the Company’s stockholders held on December 21, 2022.

~~Additional~~On ~~Information~~January 4, 2023, the Company issued a press release announcing the approval by stockholders of the Business Combination at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As previously announced, the Company entered into a Business Combination Agreement, dated March 22, 2022 (the “Business Combination Agreement”), with Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (“HUB”), and Rover Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a business combination between the Company and HUB will be effected through Merger Sub merging with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of HUB. 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. In connection with the proposed Merger and related transactions, the Company has filed a proxy statement/prospectus, 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”), that has been 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 the proxy statement/prospectus as well as other documents filed with the SEC because these documents contain important information about the Company, HUB and the proposed Merger and related transactions. A definitive proxy statement/prospectus was mailed to stockholders of the Company as of November 18, 2022, the record date established for voting on the proposed Merger and related transactions. Stockholders are 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 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 is set forth in the proxy statement/prospectus which was filed with the SEC on December 9, 2022, 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 Security, and may include statements for the period following the consummation of the proposed transaction. Forward-looking statements ~~are~~ 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 Security, as applicable, and are inherently subject to uncertainties and ~~changes~~ 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~~ developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other ~~assumptions~~ 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 Security and the following:

· expectations regarding HUB Security’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 Security’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 Security, 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 Security’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 Security 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~~limited ~~amount~~liquidity ofand ~~any~~trading ~~redemptions by existing holders~~ of the Company’s ~~common~~and ~~stock~~HUB ~~being~~Security’s ~~greater than expected~~securities;

· 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 Security 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 Security; 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 and the proxy statements filed on December 5, 2022 and December 9, 2022.

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 Security 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 Security or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements ~~contained~~ 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~~ and HUB Security 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
3.1		Amendment to the Amended and Restated Certificate of Incorporation of Mount Rainier Acquisition Corp. dated December 21, 2022.
10.1		Amendment to Senior Promissory Note, effective as of January 3, 2023, between the Registrant and DC Rainier SPV LLC
99.1		Press Release dated January 4, 2023
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: ~~December 21~~January 4, ~~2022~~2023

MOUNT RAINIER ACQUISITION CORP.

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

Filing Compare · Mount Rainier Acquisition Corp.