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

January 326, 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:

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

~~Effective as~~As ofpreviously ~~January~~announced, on March 323, ~~2023~~2022, Mount Rainier ~~Acquisition~~Acqusition Corp., ~~a Delaware corporation~~ (the “Company”), ~~entered~~HUB ~~into~~Cyber anSecurity ~~amendment (the~~Ltd. (“~~Amendment~~HUB Security”), and toRover ~~that~~Merger ~~certain~~Sub, ~~Senior~~Inc., ~~Promissory~~a ~~Note~~wholly owned subsidiary of HUB Security (“Merger Sub”), ~~dated~~entered into a Business Combination Agreement, as ofamended ~~October~~on 26June 19, 2022 (the “~~Note~~Business Combination Agreement”), bypursuant ~~and~~to ~~between~~which, among other things, ~~the~~Merger ~~Company~~Sub ~~and~~will DCmerge ~~Rainier~~with ~~SPV~~and ~~LLC,~~into the Company’s ~~sponsor. Pursuant to~~ (the ~~Amendment~~“Merger”), with the ~~parties~~Company ~~have~~surviving ~~agreed~~the toMerger ~~extend~~as ~~the~~a ~~maturity~~direct, ~~date~~wholly owned subsidiary of the ~~Note~~HUB toSecurity. Capitalized ~~the~~terms ~~earlier~~used ofin ~~March~~this 1,Current ~~2023~~Report oron ~~the~~Form ~~closing~~8-K ofbut not otherwise defined herein have the ~~Company’s~~meanings ~~initial~~given ~~business~~to ~~combination~~them in the Business Combination Agreement.

~~The~~Attached ~~Amendment~~ is ~~attached~~a aspress ~~Exhibit~~release issued ~~10.1~~by HUB Security setting forth information relating to ~~this~~the expected closing of the business combination between the Company and ~~Current~~HUB ~~Report~~Security onand ~~Form~~the ~~8-K~~expected commencement of trading of HUB Security ordinary shares and iswarrants ~~incorporated~~on ~~herein~~Nasdaq byfollowing ~~reference~~the closing of the business combination.

~~Item~~Forward-Looking ~~5.07. Submission of Matters to a Vote of Security Holders.~~Statements

AsThis Current Report on Form 8-K and the attachments ~~previously~~hereto ~~reported,~~contain forward-looking statements for purposes of the ~~Company~~safe ~~entered~~harbor ~~into~~provisions ~~that~~under ~~certain~~the ~~Business~~United ~~Combination~~States ~~Agreement,~~Private ~~dated~~Securities asLitigation Reform Act of ~~March 23~~1995, ~~2022,~~including asstatements ~~amended on~~about ~~June~~the 19parties’ ability to close the proposed transaction, ~~2022~~the ~~(as~~anticipated ~~amended~~benefits of the proposed transaction, and the ~~“Business~~financial ~~Combination~~condition, ~~Agreement”)~~results of operations, byearnings outlook and ~~among~~prospects of the Company, and/or HUB ~~Cyber~~ Security ~~(Israel) Ltd.~~, aand ~~company~~may ~~organized~~include ~~under~~statements for the ~~laws~~period offollowing the ~~State~~consummation of ~~Israel~~the ~~(“HUB~~proposed ~~Security”),~~transaction. ~~and~~Forward-looking ~~Rover~~statements are ~~Merger~~typically ~~Sub~~identified ~~Inc.~~by words such as “plan,” a“believe,” ~~Delaware~~“expect,” ~~corporation~~“anticipate,” “intend,” ~~and~~“outlook,” ~~wholly~~“estimate,” ~~owned~~“future,” ~~subsidiary~~“forecast,” of“project,” ~~Hub~~“continue,” “could,” ~~Security~~“may,” (“~~Merger~~might,” ~~Sub~~“possible,”). ~~Capitalized~~“potential,” ~~terms~~“predict,” ~~used~~“seem,” “should,” in“will,” ~~this~~“would” ~~Current~~and ~~Report~~other onsimilar ~~Form~~words ~~8-K~~and expressions, but ~~not~~ ~~otherwise~~the ~~defined~~absence ~~herein~~of ~~have~~these ~~the~~words does ~~meanings~~not ~~given~~mean tothat ~~them~~a instatement ~~the~~is ~~Business~~not ~~Combination Agreement~~forward-looking.

OnThe ~~January~~forward-looking 4,statements ~~2023,~~are based on the current ~~Company~~expectations ~~held~~of athe ~~special meeting~~management of ~~stockholders (~~the ~~“Special~~Company ~~Meeting”)~~and toHUB ~~approve~~Security, ~~the~~as ~~Business~~applicable, ~~Combination~~and ~~Agreement~~are ~~and~~inherently ~~related~~subject ~~matters,~~to ~~which~~uncertainties ~~were~~and ~~described~~changes in ~~detail~~circumstances inand ~~the~~their ~~definitive~~potential ~~proxy~~effects ~~statement/prospectus~~and ~~filed~~speak ~~with~~only as of the ~~Securities~~date ~~and~~of ~~Exchange~~such ~~Commission~~statement. ~~(the~~There ~~“SEC”) on~~can ~~December~~be 9,no ~~2022,~~assurance ~~Supplement~~that ~~No.~~future developments 1will tobe ~~the~~those ~~definitive~~that ~~proxy~~have ~~statement/prospectus~~been ~~filed~~anticipated. ~~with~~These ~~the~~forward-looking ~~SEC~~statements oninvolve ~~December~~a 22number of risks, ~~2022~~uncertainties ~~and~~or ~~Supplement~~other ~~No.~~assumptions 2that may cause actual results or performance to ~~the~~be ~~definitive~~materially ~~proxy~~different ~~statement/prospectus~~from ~~filed~~those ~~with~~expressed ~~the~~or ~~SEC~~implied onby ~~December~~these ~~29,~~forward-looking statements. ~~2022~~These ~~(as~~risks ~~amended~~and oruncertainties ~~supplemented~~include, ~~from~~but ~~time~~are tonot ~~time~~limited to, those discussed and identified in public filings made with the ~~“proxy~~SEC ~~statement/prospectus”).~~by the Company and HUB Security and the following:

On· ~~November~~expectations ~~18,~~regarding ~~2022,~~HUB ~~the~~Security’s ~~record~~strategies ~~date~~and ~~for~~future ~~the Special~~financial ~~Meeting~~performance, ~~there~~including ~~were~~its ~~22,158,700~~future ~~shares~~business ofplans ~~common~~or ~~stock~~objectives, ofprospective ~~the~~performance ~~Company~~and ~~entitled~~opportunities toand becompetitors, ~~voted~~revenues, atproducts ~~the~~and ~~Special~~services, ~~Meeting.~~pricing, Atoperating ~~the~~expenses, ~~Special Meeting~~market trends, 17liquidity,~~133,274~~ ~~shares~~cash offlows ~~common~~and ~~stock~~uses of ~~the~~cash, ~~Company~~capital orexpenditures, ~~77.32%~~and ofHUB ~~the~~Security’s ~~shares~~ability ~~entitled~~ to ~~vote~~invest atin ~~the~~growth ~~Special~~initiatives ~~Meeting~~and ~~were~~pursue ~~represented in~~acquisition ~~person or by proxy.~~opportunities;

~~The~~· ~~final~~the ~~results~~occurrence ~~for~~of ~~each~~any ofevent, ~~the~~change ~~matters~~or ~~submitted~~ other circumstances that could give rise to athe ~~vote~~termination of the ~~Company’s~~Business ~~stockholders~~Combination atAgreement ~~the~~and ~~Special~~any ~~Meeting~~subsequent ~~are~~definitive asagreements ~~follows:~~with respect to the transaction contemplated therein;

~~Proposal~~· ~~No.~~the 1.outcome ~~The~~of any legal proceedings that may be instituted against the Company, HUB Security, the Surviving Company or others following announcement of the Business Combination ~~Proposal~~Agreement and the transaction contemplated therein;

~~Stockholders~~· ~~approved~~ the ~~Business~~inability ~~Combination Agreement, a copy of which was attached~~ to complete the ~~proxy~~proposed ~~statement/prospectus~~transactions asdue ~~Annex A~~to, ~~and~~among ~~the~~other ~~transactions contemplated therein (the “Business Combination Proposal”)~~things, ~~including~~ the ~~business~~failure ~~combination~~to ~~whereby~~obtain ~~Merger~~certain ~~Sub~~governmental ~~will merge with~~ and ~~into~~regulatory ~~the~~approvals ~~Company,~~or ~~with~~to ~~the~~satisfy ~~Company surviving~~other ~~the~~conditions ~~merger~~to asclosing, aincluding ~~wholly~~delays ~~owned~~in ~~subsidiary~~obtaining, ofadverse ~~HUB~~conditions ~~Security~~contained ~~(the~~in, ~~“Merger”).~~or ~~Adoption of~~ the ~~Business~~inability ~~Combination~~to ~~Proposal required~~obtain ~~approval~~necessary byregulatory ~~the~~approvals ~~affirmative~~or ~~vote~~complete ofregulatory atreviews ~~least~~required ato ~~majority~~complete of the ~~Company’s~~proposed ~~issued and outstanding shares of common stock as of the record date. The voting results were as follows:~~transaction;

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

the inability to obtain the financing necessary to consummate the proposed transaction;

~~Proposal~~· ~~No.~~changes 2.to ~~The~~the ~~Charter~~proposed ~~Proposals~~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;

~~Stockholders approved~~· the ~~following~~ability ~~material~~to ~~differences~~meet ~~between~~stock ~~the~~exchange ~~Company’s~~listing ~~amended~~standards ~~and~~following ~~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~~proposed 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:transaction;

~~(i) the name~~· of the ~~new~~risk ~~public~~that ~~entity~~the ~~will~~announcement beand ~~“HUB~~consummation ~~Cyber~~of ~~Security~~the ~~(Israel)~~proposed ~~Ltd.”~~transaction asdisrupts ~~opposed~~HUB toSecurity’s ~~“Mount~~current ~~Rainier~~operations ~~Acquisition~~and ~~Corp.”~~future plans;

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

the lack of a third party valuation in determining whether or not to pursue the proposed transaction;

~~(ii) HUB Security’s~~· ~~corporate~~the ~~existence~~ability isto ~~perpetual~~recognize asthe ~~opposed~~anticipated tobenefits of the ~~Company’s~~proposed ~~corporate~~transaction, ~~existence~~which ~~terminating~~may ifbe aaffected ~~business~~by, ~~combination is~~among ~~not~~other ~~consummated~~things, ~~within~~competition, athe ~~specified~~ability ~~period~~ of ~~time;~~HUB Security to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

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

costs related to the proposed transaction;

~~(iii) the HUB~~· ~~Security~~limited ~~Articles~~liquidity ~~will~~and ~~not~~trading ~~include~~of the ~~various~~Company’s ~~provisions~~and ~~applicable~~HUB ~~only~~Security’s ~~to special purpose acquisition corporations that the RNER Charter contains~~securities;

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

geopolitical risk, including military action and related sanctions, and changes in applicable laws or regulations;

~~Item~~· ~~8.01.~~the ~~Other~~possibility ~~Events.~~that the Company or HUB Security may be adversely affected by other economic, business, and/or competitive factors;

~~In connection~~· ~~with~~inaccuracies ~~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 aany ~~per~~reason ~~share price calculated~~ in ~~accordance with~~ the ~~Company’s~~estimates ~~organizational documents. The Company’s public stockholders holding 2,660,436 shares~~ of ~~common~~expenses ~~stock~~and ~~validly~~profitability ~~elected~~and toprojected ~~redeem~~financial ~~their~~information ~~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~~HUB inSecurity; ~~connection with the special meeting of the Company’s stockholders held on December 21, 2022.~~and

On· ~~January~~other 4,risks ~~2023,~~and ~~the~~uncertainties ~~Company~~set ~~issued~~forth ain ~~press release~~the ~~announcing~~section ~~the~~entitled ~~approval~~“Risk byFactors” ~~stockholders~~and of“Cautionary ~~the~~Note ~~Business~~Regarding ~~Combination~~Forward-Looking atStatements” in the ~~Special~~Company’s ~~Meeting.~~final Aprospectus ~~copy~~relating ofto ~~the~~its ~~press~~initial ~~release~~public isoffering ~~furnished as~~dated ~~Exhibit~~October ~~99.1~~4, to2021 ~~this~~and ~~Current~~the ~~Report~~proxy statements filed on ~~Form~~December ~~8-K~~5, 2022 and December 9, 2022.

~~Forward~~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~~looking ~~Statements~~statements.

~~This~~All ~~Current~~subsequent ~~Report~~written ~~on Form 8-K~~ and ~~the~~oral ~~attachments hereto contain~~ forward-looking statements ~~for~~concerning ~~purposes of~~ the ~~safe~~proposed ~~harbor~~business ~~provisions~~combination ~~under~~or ~~the~~other ~~United~~matters ~~States~~addressed ~~Private~~in ~~Securities~~this ~~Litigation Reform~~Current ~~Act~~Report ofon ~~1995,~~Form ~~including~~8-K ~~statements~~and ~~about the parties’ ability~~ attributable to ~~close~~ the ~~proposed transaction~~Company, ~~the~~HUB ~~anticipated~~Security ~~benefits of~~or ~~the~~any ~~proposed~~person ~~transaction,~~acting ~~and~~on ~~the~~their ~~financial~~behalf ~~condition,~~are ~~results~~expressly ofqualified ~~operations,~~in ~~earnings~~their ~~outlook~~entirety ~~and~~by ~~prospects of~~ the ~~Company~~cautionary ~~and/or~~statements ~~HUB~~contained ~~Security,~~or ~~and~~referred ~~may~~to ~~include~~in ~~statements~~this ~~for~~Current ~~the~~Report ~~period~~on ~~following~~Form ~~the~~8-K. ~~consummation~~Except ofto the ~~proposed~~extent ~~transaction.~~required ~~Forward-looking statements are typically identified~~ by ~~words~~applicable ~~such~~law asor ~~“plan~~regulation,” ~~“believe,”~~the ~~“expect,” “anticipate,” “intend,”~~Company ~~“outlook,”~~and ~~“estimate,”~~HUB ~~“future,”~~Security ~~“forecast,”~~undertake ~~“project,”~~no ~~“continue,” “could,”~~obligation ~~“may,”~~to ~~“might,”~~update ~~“possible,”~~these ~~“potential,”~~forward-looking ~~“predict,”~~statements ~~“seem,” “should,”~~to ~~“will,”~~reflect ~~“would”~~events ~~and~~or ~~other~~circumstances ~~similar~~after ~~words~~the ~~and~~date of ~~expressions,~~this ~~but~~Current ~~the~~Report ~~absence~~on ofForm ~~these~~8-K ~~words does~~to ~~not~~reflect ~~mean~~the ~~that~~occurrence aof ~~statement~~unanticipated ~~is not forward-looking~~events.

~~The~~Item 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 in circumstances and their potential effects and speak only as of the date of such statement9.01 ~~There~~Financial ~~can~~Statements 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 Security and the following:~~Exhibits.

· 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;

Exhibit No.		Description
99.1		Press Release dated January 26, 2023
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

· 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;SIGNATURES

·Pursuant to the ~~outcome~~requirements of ~~any~~the ~~legal~~Securities Exchange ~~proceedings~~Act ~~that~~of ~~may be instituted against the Company~~1934, ~~HUB Security,~~ the ~~Surviving~~Registrant ~~Company~~has orduly ~~others~~caused ~~following~~this ~~announcement~~report ofto ~~the~~be ~~Business~~signed ~~Combination~~on ~~Agreement~~its ~~and~~behalf by the ~~transaction~~undersigned ~~contemplated~~hereunto ~~therein;~~duly authorized.

·Dated: ~~the~~January ~~inability to complete the proposed transactions due to~~27, among other things, the failure 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;2023

·MOUNT ~~the~~RAINIER ~~inability~~ACQUISITION ~~to obtain the financing necessary to consummate the proposed transaction;~~CORP.

·By: ~~changes~~/s/ toMatthew ~~the~~Kearney ~~proposed~~Name: ~~structure~~Matthew ofKearney ~~the~~Title: ~~proposed~~Chief ~~transactions~~Executive ~~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;~~Officer

· 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;

· limited liquidity and trading of the Company’s and HUB Security’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 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 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
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: January 4, 2023

MOUNT RAINIER ACQUISITION CORP.

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

Filing Compare · Mount Rainier Acquisition Corp.