UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ________________

Commission file number: 001-40870

~~ ~~ MOUNT RAINIER ACQUISITION CORP. (Exact name of registrant as specified in its charter)


Delaware		86-2029991
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered

Units, each consisting of one share of Common Stock and one Redeemable Warrant	RNERU	The Nasdaq Stock Market LLC

Common Stock, par value $0.0001 per share	RNER	The Nasdaq Stock Market LLC
Title of each class	Trading Symbol	Name of each exchange on which registered
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50	RNERW	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one Redeemable Warrant	RNERU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	RNER	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50	RNERW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~ ~~ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging Growth Company ☒

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. Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, ~~2021~~2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $0186,260,900 based on the closing price of the shares of the registrant’s common stock on The Nasdaq Global Market on June 30, 2022.

As of February 2221, ~~2022~~2023, there were 227,~~158~~622,~~700~~902 shares of common stock, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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MOUNT RAINIER ACQUISITION CORP.

Annual Report on Form 10-K for the Year Ended December 31, 2021

		Page
PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	6
ITEM 3.	LEGAL PROCEEDINGS	6
ITEM 4.	MINE SAFETY DISCLOSURES	6
PART II		6
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6
ITEM 6.	[RESERVED]	7
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	10
ITEM 9A.	CONTROLS AND PROCEDURES	10
ITEM 9B.	OTHER INFORMATION	11
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	11
PART III		12
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	12
ITEM 11.	EXECUTIVE COMPENSATION	16
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	16
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	17
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	19
PART IV		20
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	20

Annual Report on Form 10-K for the Year Ended December 31, 2022


		Page
PART I		4
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
ITEM 2.	PROPERTIES	7
ITEM 3.	LEGAL PROCEEDINGS	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
PART II		7
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	7
ITEM 6.	[RESERVED]	8
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	12
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
ITEM 9A.	CONTROLS AND PROCEDURES	12
ITEM 9B.	OTHER INFORMATION	13
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	13
PART III		14
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
ITEM 11.	EXECUTIVE COMPENSATION	19
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	22
PART IV		23
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	23

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CERTAIN TERMS

References to “the Company,” “RNER,” “our,” “us” or “we” refer to Mount Rainier Acquisition Corp., a blank check company incorporated in Delaware on February 10, 2021. References to our “Sponsor” refer to DC Rainier SPV, LLC, a Delaware limited liability company. References to our “IPO” refer to the initial public offering of Mount Rainier Acquisition Corp., which closed on October 7, 2021.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

●

ability to complete our initial business combination;

●

success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

potential ability to obtain additional financing to complete our initial business combination;

●

pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential investment opportunities;

●

potential change in control if we acquire one or more target businesses for stock;

●

the potential liquidity and trading of our securities;

●

the lack of a market for our securities;

●

use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●

financial performance following our IPO.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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PART I

ITEM 1.BUSINESS

~~Introduction~~Our Company

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”). Our Sponsor is DC Rainier SPV LLC, a Delaware limited liability company (“Sponsor”). While we may pursue an initial business combination target in any industry or geographic region, we intend to focus on established, technology focused businesses that have an aggregate enterprise value of approximately $500 million to $2.0 billion and would benefit from access to public markets and the operational and strategic expertise of our management team and board of directors. We will seek to capitalize on the significant experience of our management team in consummating an initial business combination with the ultimate goal of pursuing attractive returns for our shareholders.

The Registration Statement for our initial public offering was declared effective on October 4, 2021 (the “Initial Public Offering,” or “IPO”). On October 7, 2021, we consummated the Initial Public Offering of 17,250,000 units (the “Units”) at $10.00 per Unit including the full exercise of the underwriters’ over-allotment option, generating gross proceeds of $172.5 million, and incurring transaction costs of approximately $12.3 million, consisting of $6.9 million of deferred underwriting fees, approximately $1.1 million of other offering costs, and approximately $4.3 million as a cost of the Initial Public Offering in accordance with Staff Accounting Bulletin Topic 5A and 5T.

Simultaneously with the closing of the Initial Public Offering, we completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to the Sponsor and our CEO and CFO, generating gross proceeds of approximately $6.0 million. Upon the closing of our IPO, approximately $176 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with American Stock Transfer & Trust Company, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of one hundred eighty-five (185) days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.

~~Approximately~~Proposed ~~$176~~Business million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with American Stock Transfer & Trust Company, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of one hundred eighty-five (185) days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.Combination

IfOn weMarch ~~are~~23, ~~unable~~2022, towe ~~complete~~entered aninto ~~initial~~that ~~business~~certain ~~combination~~Business ~~within~~Combination ~~fifteen~~Agreement, ~~(15)~~as ~~months~~amended ~~from~~by ~~the~~that ~~closing~~certain ofFirst ~~the~~Amendment ~~Initial~~to ~~Public~~Business ~~Offering~~Combination Agreement, wedated ~~will~~as ~~(i)~~of ~~cease~~June ~~all~~19, ~~operations~~2022 ~~except~~(the ~~for~~“Merger ~~the~~Agreement”), ~~purpose~~by ofand ~~winding~~among upus, ~~(ii)~~Hub asCyber ~~promptly~~Security as(Israel) ~~reasonably~~Ltd., ~~possible~~a ~~but~~company ~~not~~organized ~~more~~under ~~than~~the ~~ten~~laws ~~(10)~~of ~~business~~the ~~days~~State ~~thereafter,~~of ~~redeem~~Israel (the ~~Public~~“HUB ~~Shares~~Security”), atand aRover ~~per-share~~Merger ~~price~~Sub, ~~payable in cash~~Inc., ~~equal~~a toDelaware ~~the~~corporation ~~aggregate~~and ~~amount~~wholly ~~then~~owned onsubsidiary ~~deposit~~of inHUB ~~the~~Security ~~Trust~~(“Merger ~~Account~~Sub”), ~~including~~pursuant ~~interest~~to ~~earned~~which, onamong ~~the~~other ~~funds~~things, ~~held~~Merger inSub ~~the~~will ~~Trust~~merge ~~Account~~with and ~~not~~into ~~previously~~us, ~~released~~with to us toas ~~pay~~the ~~our~~surviving ~~franchise~~corporation ~~and~~in ~~income~~the ~~taxes~~merger ~~(less~~as upa ~~to $100~~direct,~~000~~ ofwholly ~~interest~~owned tosubsidiary ~~pay~~of ~~dissolution~~HUB ~~expenses~~Security ~~and~~(the ~~net~~“HUB ofBusiness ~~taxes payable~~Combination”),. ~~divided~~Subject byto the ~~number~~terms of ~~then-outstanding~~the ~~Public~~Merger ~~Shares~~Agreement, ~~which~~as ~~redemption~~amended, ~~will~~and ~~completely~~customary ~~extinguish~~adjustments ~~public~~set ~~stockholders’~~forth ~~rights~~therein, asthe ~~stockholders~~aggregate ~~(including~~consideration for the ~~right~~HUB toBusiness ~~receive~~Combination ~~further~~and ~~liquidating~~related ~~distributions,~~transactions ifis ~~any),~~expected ~~subject~~ to ~~applicable~~be ~~law~~approximately $226,885,000 ~~and~~of ~~(iii)~~equity asconsideration, ~~promptly~~ as ~~reasonably~~set ~~possible~~forth ~~following~~in ~~such~~the ~~redemption~~Merger Agreement, ~~subject~~which toamount includes the ~~approval~~funds ofin ~~our~~the ~~remaining~~Trust ~~stockholders~~Account and ~~our~~PIPE ~~board~~Financing ofcommitments. ~~directors,~~The ~~dissolve~~Merger ~~and~~Agreement, ~~liquidate~~as amended, ~~subject~~provided inthat ~~each~~the ~~case~~outside todate ~~our~~for ~~obligations~~the ~~under~~closing ~~Delaware~~of ~~law~~the toHUB ~~provide~~Business ~~for~~Combination ~~claims~~was ofJanuary ~~creditors~~22, ~~and~~2023, ~~the~~which ~~requirements~~date ofwas ~~other~~subsequently ~~applicable~~extended ~~law~~to February 28, 2023.

~~Our~~The ~~Company~~Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.

WeContemporaneously ~~are~~with athe ~~blank~~execution ~~check~~of ~~company~~the ~~recently~~Merger ~~incorporated~~Agreement, asHUB aSecurity ~~Delaware~~entered ~~corporation~~into ~~whose~~subscription ~~business~~agreements ~~purpose~~(the is“PIPE toSubscription ~~effect~~Agreements”) awith ~~merger,~~certain ~~capital~~qualified ~~stock~~institutional ~~exchange,~~buyers ~~asset~~and ~~acquisition,~~accredited ~~stock~~investors ~~purchase,~~(the ~~reorganization or other similar business combination with one or more businesses~~“Subscribers”), ~~which~~pursuant ~~we refer~~ to ~~throughout~~which, ~~this~~among ~~prospectus~~other ~~as our initial business combination. To date~~things, ~~our~~the ~~efforts~~Subscribers have ~~been~~agreed ~~limited~~ to ~~organizational~~subscribe ~~activities~~for asordinary ~~well~~shares asof ~~activities~~HUB ~~related~~Security tothat ~~the~~will ~~IPO~~be ~~and~~issued ~~search~~in ~~for~~connection anwith ~~initial~~the ~~business~~closing ~~combination~~of ~~target.~~the ~~Our~~HUB ~~efforts~~Business toCombination ~~identify~~(the a“PIPE ~~prospective~~Shares”), ~~target~~for ~~business~~aggregate isgross ~~not~~proceeds ~~limited~~of toapproximately ~~any particular industry or geographic region~~$50,000,000 ~~although~~at wea ~~intend~~purchase toprice ~~focus~~of on$10.00 ~~transactions~~per ~~with~~share, ~~companies~~in ~~and~~a ~~assets~~private ~~with~~placement a(the ~~global~~equity ~~reach.~~financing Weunder ~~have~~all ~~not~~Subscription ~~selected~~Agreements, ~~any~~collectively, ~~specific~~the ~~business~~“PIPE ~~combination target~~Financing”). ~~Additionally,~~The wepurpose ~~have~~of ~~not~~the ~~engaged~~PIPE orFinancing ~~retained~~is ~~any~~to ~~agent~~raise oradditional ~~other~~capital ~~representative~~for touse ~~identify~~in orconnection ~~locate~~with ~~any~~the ~~suitable~~HUB ~~acquisition~~Business ~~candidate.~~

While we may pursue an initial business combination target in any industry or geographic region, we intend to focus on established, technology focused businesses that have an aggregate enterprise value of approximately $500 million to $2.0 billion and 4

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~~would~~Combination. ~~benefit~~The ~~from~~PIPE ~~access~~Shares will be identical to ~~public~~ordinary ~~markets~~shares ~~and~~of ~~the~~HUB ~~operational~~Security ~~and~~that ~~strategic~~will ~~expertise~~be ofissued to our ~~management~~existing ~~team~~stockholders ~~and~~at ~~board~~the time of ~~directors.~~the Weclosing ~~will~~of ~~seek~~the toHUB ~~capitalize~~Business onCombination, except that the ~~significant~~PIPE ~~experience~~Shares ofwill ~~our~~not ~~management~~be ~~team~~entitled into ~~consummating~~any anredemption ~~initial~~rights ~~business~~and ~~combination~~will not be registered with the ~~ultimate~~SEC. ~~goal~~The closing of ~~pursuing~~the ~~attractive~~sale ~~returns~~of ~~for~~PIPE ~~our~~Shares ~~shareholders~~will be contingent upon the substantially concurrent consummation of the HUB Business Combination.

See the definitive proxy statement/prospectus filed by us 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. 2 to the definitive proxy statement/prospectus filed with the SEC on December 29, 2022 (as amended or supplemented, the “proxy statement/prospectus”), for additional information.

Extension and Redemptions

On December 21, 2022, we held a special meeting of stockholders, where the stockholders approved an amendment (the “Extension Amendment”) to our amended and restated certificate of incorporation with the Delaware Secretary of State to (i) extend the date by which the Company has to consummate a business combination from January 7, 2023 to March 1, 2023 and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

In connection with the vote to approve the Extension Amendment, the holders of 14,535,798 shares of common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.3003 per share, for an aggregate redemption amount of approximately $149.7 million. As such, approximately 84.3% of the public shares were redeemed and approximately 15.7% of the public shares remain outstanding. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $28.5 million.

Business Combination Meeting

On January 4, 2023, we held a special meeting of stockholders (the “Merger Meeting”) to consider and vote upon, among other things, the HUB Business Combination and related matters. Each of the proposals presented at the Merger Meeting, as more fully described in the proxy statement/prospectus, was approved. The submission of the HUB Business Combination to the stockholders entitled holders of public shares to redeem their shares for their pro rata portion of the funds held in the Trust Account. In connection with the Merger Meeting, as of February 21, 2023, we received requests for redemption from holders with respect to 2,580,436 public shares. 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.

Our Management Team

Our management team is led by Matthew Kearney, our Chairman and Chief Executive Officer, and Young Cho, our Chief Financial Officer, who have extensive experience as private equity investors and as C-level executives in a variety of industries including media, financial institutions, and fintech.

Matthew Kearney, our Chief Executive Officer and Chairman of our board of directors, has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management. Mr. Kearney has previously been an investor and involved in leadership positions of a number of companies including a special purpose acquisition company. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University, and C.Eng. (RAeS).

Young Cho, our Chief Financial Officer and director, has a wide range of experience in the banking and fintech industries. Most recently, Mr. Cho has served in CIO and CFO positions at a select group of early stage cryptocurrency companies. Before getting involved in crypto startups, Mr. Cho held several investment banking positions and was a co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based in Hong Kong. Mr. Cho has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia.

We believe we will greatly benefit from the experiences of our executive officers and directors as we seek to identify and consummate an initial business combination. Our team has extensive experience in the financial services sector as investors, managers, principals, advisors or directors of companies operating in the technology sector. They also have extensive experience in identifying, negotiating with and conducting due diligence on companies targeted for acquisition and consummating acquisitions in the technology sector. Prior to the consummation of our initial business combination, we intend to leverage the industry experience of our executive officers and board, including their extensive contacts, relationships and access to acquisition opportunities. While our management team does have experience pursuing an acquisition on behalf of a blank check company, past performance by our management team is not a guarantee of success with respect to locating a target business to acquire or any business combination we may consummate.

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identifying, negotiating with and conducting due diligence on companies targeted for acquisition and consummating acquisitions in the technology sector. Prior to the consummation of our initial business combination, we intend to leverage the industry experience of our executive officers and board, including their extensive contacts, relationships and access to acquisition opportunities. While our management team does have experience pursuing an acquisition on behalf of a blank check company, past performance by our management team is not a guarantee of success with respect to locating a target business to acquire or any business combination we may consummate.

The past performance of the members of our management team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into the business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding warrants and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

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Employees

We currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

For additional discussion of the general development of our business, see our final prospectus on Form 424B4, filed with the SEC on October 05, 2021, our proxy statement on Form 14A filed with the SEC on December 9, 2022 as well as our other filings made with the SEC.

ITEM 1A.RISK FACTORS

As a smaller reporting company, we are not required to make disclosures under this Item.

ITEM 1B.UNRESOLVED STAFF COMMENTS

Not applicable.

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ITEM 2.PROPERTIES

We currently maintain our executive offices at 256 W. 38th Street, 15th Floor New York, NY 10018, and our telephone number is (212) 785-4680. An affiliate of our Sponsor is making this space available to us as part of a monthly administrative fee of $10,000. We consider our current office space adequate for our current operations.

ITEM 3.LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “RNERU” on or about October 5, 2021, and the shares of common stock and warrants began separate trading on Nasdaq under the symbols “RNER” and “RNERW,” respectively, on or about January 3, 2022.

Holders of Record

As of February 2221, ~~2022~~2023, there were 227,~~158~~622,~~700~~902 of our shares of common stock issued and outstanding held by approximately eight stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

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board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

There were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~None~~On December 21, 2022, we held a special meeting of stockholders, where the stockholders approved the Extension Amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State to (i) extend the date by which the Company has to consummate a business combination from January 7, 2023 to March 1, 2023 and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

ITEM 6.[RESERVED]

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

The Registration Statement for our initial public offering was declared effective on October 4, 2021 (the “Initial Public Offering”). On October 7, 2021, we consummated the Initial Public Offering of 17,250,000 units (the “Units”) consisting of one share of common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant (“Warrant”), each Warrant entitling the holder thereof to purchase three-fourths of one share of Common Stock for $11.50 per share. The Units were sold at $10.00 per Unit including the full exercise of the underwriters’ over-allotment option, generating gross proceeds of $172.5 million, and incurring transaction costs of approximately $12.3 million, consisting of $6.9 million of deferred underwriting fees, approximately $1.1 million of other offering costs, and approximately $4.3 million as a cost of the Initial Public Offering in accordance with Staff Accounting Bulletin Topic 5A and 5T.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to the Sponsor and the Company’s CEO and CFO, generating gross proceeds to the Company of approximately $6.0 million. The Private Placement Units are identical to the Units sold in the IPO.

~~Approximately~~Upon the closing of our IPO, approximately $176 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) located in the United States with American Stock Transfer & Trust Company, and invested only in U.S. “government securities,” within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of one hundred eighty-five (185) days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of our initial business combination and (ii) the distribution of the Trust Account as otherwise permitted under our amended and restated certificate of incorporation.

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IfProposed weBusiness are unable to complete an initial business combination within fifteen (15) months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.Combination

On March 23, 2022, we entered into that certain Business Combination Agreement, as amended by that certain First Amendment to Business Combination Agreement, dated as of June 19, 2022 (the “Merger Agreement”), by and among us, Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “HUB Security”), and Rover Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HUB Security (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into us, with us as the surviving corporation in the merger as a direct, wholly owned subsidiary of HUB Security (the “HUB Business Combination”). Subject to the terms of the Merger Agreement, as amended, and customary adjustments set forth therein, the aggregate consideration for the HUB Business Combination and related transactions is expected to be approximately $226,885,000 of equity consideration, as set forth in the Merger Agreement, which amount includes the funds in the Trust Account and PIPE Financing commitments. The Merger Agreement, as amended, provided that the outside date for the closing of the HUB Business Combination was January 22, 2023, which date was subsequently extended to February 28, 2023.

The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement.

Contemporaneously with the execution of the Merger Agreement, HUB Security entered into subscription agreements (the “PIPE Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “Subscribers”), pursuant to which, among other things, the Subscribers have agreed to subscribe for ordinary shares of HUB Security that will be issued in connection with the closing of the HUB Business Combination (the “PIPE Shares”), for aggregate gross proceeds of approximately $50,000,000 at a purchase price of $10.00 per share, in a private placement (the equity financing under all Subscription Agreements, collectively, the “PIPE Financing”). The purpose of the PIPE Financing is to raise additional capital for use in connection with the HUB Business Combination. The PIPE Shares will be identical to ordinary shares of HUB Security that will be issued to our existing stockholders at the time of the closing of the HUB Business Combination, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the HUB Business Combination.

Extension and Redemptions

Business Combination Meeting

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Results of Operations

Our entire activity since inception up to December 31, ~~2021~~2022 was in preparation for our formation, our initial public offering, and since the closing of our initial public offering, a search for business combination candidates. We will not generate any operating revenues until the closing and completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in trust account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had a net loss of approximately $1,491,000 which consisted of approximately $2,828,000 in general and administrative expenses, related party administrative fees of $120,000, $160,000 in franchise tax expense, approximately $346,000 in income tax expense, and approximately $5,000 in interest expense, offset by income from our investments held in the trust account of approximately $1,968,000.

For the period from February 10, 2021 (inception) through December 31, 2021, we had a net loss of approximately $234,000 which consisted of approximately $170,000 in general and administrative expenses, related party administrative fees of approximately $28,000, and approximately $40,000 in franchise tax expense, partially offset by income from our investments held in the trust account of approximately $4,000.

Liquidity and Capital Resources

As of December 31, ~~2021~~2022, we had $~~799~~114,~~290~~248 in cash and no cash equivalents.

Our liquidity needs up to the Initial Public Offering were satisfied through receipt of a $25,000 capital contribution from our Sponsor, certain of our executive officers and directors, and A.G.P./Alliance Global Partners (the “Representative”), in exchange for the issuance of the founder shares, and loans from our Sponsor and certain executive officers for an aggregate amount of $975,000 to cover organizational expenses and expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

On October 7, 2021, we consummated the Initial Public Offering of 17,250,000 Units, including the full exercise of the underwriters’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $172.5 million. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 596,200 Private Placement Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a Private Placement (the “Private Placement”), generating gross proceeds of $5,962,000.

Following the Initial Public Offering and the Private Placement, a total of $175,950,000 was placed in the Trust Account and we had $1,494,623 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $12,333,704 in transaction costs, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the Initial Public Offering in accordance with Staff Accounting Bulletin Topic 5A and 5T.

We intend to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

In addition, in the short term and long term, in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from our sponsor or an affiliate of our sponsor or our officers and directors to meet our needs through the earlier of the consummation of our initial business combination or one year from the date of this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on

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~~initial business combination or one year from the date of this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating~~ prospective ~~initial business combination candidates, performing due diligence on prospective~~ target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.

Registration Rights

The holders of the founder shares, Private Placement Units and warrants that may be issued upon conversion of working capital loans, if any, and any shares of common stock issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement and Business Combination Agreement

Administrative Services Agreement

Commencing on the date that our securities were first listed on The Nasdaq Global Market and continuing until the earlier of our consummation of an initial business combination or our liquidation, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services, subject to deferral until consummation of our initial business combination. We recorded administrative services expenses of $28,000 for the period from February 10, 2021 (inception) to December 31, 2021, in general and administrative expenses in connection with the related agreement in the accompanying statement of operations.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common stock subject to possible redemption

We account for the common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Risks and Uncertainties

Our management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the balance date.

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Recent Accounting Pronouncements

We do not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on our financial statements ~~except for the following:~~.

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1,2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 at inception on February 10, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Off-Balance Sheet Arrangements

As of December 31, ~~2021~~2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Emerging Growth Company Status

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five (5) years following the completion of our Initial Public Offering or until we otherwise no longer qualify as an “emerging growth company.”

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

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~~officer~~of ~~and~~the ~~chief~~disclosure ~~financial~~controls ~~officer~~and ~~(our~~procedures ~~“Certifying~~are ~~Officers”)~~met. Further, the ~~effectiveness~~design of ~~our~~ disclosure controls and procedures asmust ofreflect ~~December~~the ~~31,~~fact ~~2021~~that there are resource constraints, ~~pursuant~~and the benefits must be considered relative to ~~Rule~~their ~~13a-15(b)~~costs. ~~under~~Because of the ~~Exchange~~inherent ~~Act.~~limitations ~~Based~~in ~~upon~~all ~~that~~disclosure ~~evaluation~~controls and procedures, ~~our~~no ~~Certifying~~evaluation ~~Officers~~of ~~concluded~~disclosure controls and procedures can provide absolute assurance that, aswe ofhave ~~December~~detected ~~31,~~all ~~2021~~our control deficiencies and instances of fraud, ~~our~~if any. The design of disclosure controls and procedures ~~were~~also ~~effective~~is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

~~This~~As ~~Annual~~required ~~Report~~by onSEC ~~Form~~rules 10and regulations implementing Section 404 of the Sarbanes-KOxley ~~does~~Act ~~not~~(as ~~include~~defined ain ~~report~~Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange Act of 1934, as amended), our management’s ~~assessment~~is ~~regarding~~responsible for establishing and maintaining adequate internal control over financial reporting. orOur aninternal ~~attestation~~control ~~report~~over offinancial ~~our~~reporting ~~independent~~is ~~registered~~designed ~~public~~to ~~accounting~~provide ~~firm~~reasonable ~~due~~assurance toregarding athe ~~transition~~reliability ~~period~~of ~~established~~financial byreporting ~~rules~~and the preparation of ~~the~~our ~~SEC~~financial statements for ~~newly~~external ~~public~~reporting ~~companies~~purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and executive officers.

Name	Age	Position
Matthew Kearney	5960	Chief Executive Officer and Chairman of the Board
Young Cho	4547	Chief Financial Officer and Director
Christina Favilla	5354	Director
Otto Risbakk	5960	Director
Jeffery Bistrong	5960	Director

Matthew Kearney, has served as our Chief Executive Officer and a member of our board of directors since our inception in February of 2021 and became the Chairman of our board of directors upon the consummation of the IPO. Mr Kearney has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management. After graduating from the London Business School and as Investment Director at 3i PLC, Matthew joined Carlton Communications PLC, the acquisitive FTSE 100 media conglomerate, as head of Mergers & Acquisitions, becoming an officer of the board in the process. Mr. Kearney moved to New York in 2002 to take up his first Chief Executive Officer position at Screenvision, LLC, a Carlton/Thomson joint venture where he grew revenue by 300%, with strong EBITDA margins leading to a profitable sale of Screenvision LLC to the Disney Family ’s Shamrock PE fund in 2010. Mr. Kearney has since launched the global news site Mail Online in the United States, then ran a Carlyle Group Portfolio Company as Executive Chairman and today is the Chief Executive Officer of ICV’s portfolio company LeadingResponse. Mr. Kearney holds or has held board positions on companies in Rock Holdings Inc. (NYSE:RKT) and Telenor ASA (NORWAY:TEL). He was a member of the investor group of MI Acquisitions, a NASDAQ listed special purpose acquisition company (“SPAC”) that completed its initial business combination in 2018 to become Priority Technology Holdings (NASDAQ: PRTH). Mr. Kearney was subsequently appointed board director and audit chair of Priority Technology. Mr. Kearney’s not for profit affiliations have included board positions at the British Academy of Film and Television Arts (BAFTA) and the American Financial Education Alliance (AFEA) which is dedicated to improving the public’s understanding of personal wealth management. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University, and C.Eng. (RAeS). He has dual U.S. and U.K. citizenship and lives in New York with his wife and two children.

Young Cho, has served as our chief financial officer (“CFO”) since our inception in February of 2021 and has become a member of our board of directors upon the consummation of the IPO. Mr. Cho has a diverse background with over 24 years of banking and startup experience. Most recently, Mr. Cho is involved in the cryptocurrency industry as CFO of Swirlds Labs that performs code development and marketing services for Hedera Hashgraph. Prior to Swirlds Labs, Mr. Cho was CFO of Hedera Hashgraph LLC a proof-of-stake public network powered by hashgraph consensus. Prior to Hedera, Mr. Cho was chief investment officer of Abra, a digital consumer wallet where users can buy, sell, and earn rewards on their cryptocurrency holdings. Prior to Abra, Mr. Cho was CFO of Celsius Network from April 2019 to January 2020 and CFO of Alt Lending from January 2018 to April 2019, both companies involved in the lending of cryptocurrencies. Prior to that, Young held several positions in investment banks. Mr. Cho was an Executive Director at UBS Private Finance from March 2010 to May 2012, responsible for originating loans for M&A, capex, and working capital for medium sized private companies and for Ultra HNW clients. Prior to UBS, Mr. Cho was co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based in Hong Kong. Prior to Newtonian, Mr. Cho was a Director at Citigroup Global Special Situations Group, where he invested Citigroup’s proprietary capital in the debt and equity of distressed corporates and special situation investments. Young started his career as an analyst at Salomon Brothers Fixed Income Quantitative Research group. Young has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia.

Christina Favilla, is a member of our board of directors upon the consummation of the IPO. Ms. Favilla is an independent board member for Priority Technology Holdings and Citizens State Bank of Ouray Colorado, where she is a member of Audit and Compensation Committees and Chair of the Nominating and Governance Committee. She is a director nominee for Opportunity Financial, LLC, a financial technology platform, following its proposed business combination with FG New America Acquisition Corp., a special purpose acquisition company. As an advisor to accomplished Fintech companies, in public and private markets, focused on the financial services and payments industry, Ms. Favilla joined Ocrolus, in September 2020, one of the fastest growing Fintech companies in the U.S., blending financial documentation and machine learning. Ms. Favilla from July 2017 to September 2019 was the chief operating officer (“COO”) of Sterling National Bank and from February 2012 to June 2017, the COO of GE Capital North America, a financial segment of General Electric Company, representing $100 billion in served assets across Canada, Mexico and the United States.

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~~vendors.~~2019 ~~Ms. Favilla~~ was ~~a key member of~~ the ~~divestiture~~chief ~~team~~operating atofficer ~~GE,~~(“COO”) ~~leading the separation activities~~ of ~~the~~Sterling ~~largest~~National ~~corporate reorganization in US market history. Prior to joining GE Capital, Ms. Favilla served as President of~~ Bank ~~of New Castle~~ and ~~President of Discover Bank, the banking arm of Discover Financial Services, offering online banking, credit card and home loan services,~~ from ~~2006~~February ~~through~~ 2012. Asto ~~President~~June ~~of Discover Bank~~2017, ~~Ms. Favilla deployed~~ the ~~funding~~COO ~~strategy to successfully launch the initial public offering~~ of ~~Discover~~GE ~~Financial~~Capital ~~Services~~North ~~from~~America, ~~Morgan Stanley. Ms. Favilla is~~ a ~~former~~financial ~~board~~segment ~~member~~ of ~~the~~General ~~American~~Electric Bankers Association Government Relations Committee and Banking Council in Washington DC. Ms. Favilla’s community and not for profit engagements include chair of the Delaware Financial Literacy InstituteCompany, ~~Delaware~~representing ~~Chamber~~$100 ofbillion ~~Congress, Delaware Bankers Association and Danbury Chamber of Congress. Ms. Favilla received her Bachelor’s degree~~ in ~~International~~served ~~Studies~~assets ~~from~~across Marymount College and received a Master’s degree in Business Administration from Fordham University. We believe Ms. Favilla is qualified to serve on our board based on her academic and practical experience in the areas of financeCanada, ~~compensation,~~Mexico and ~~corporate governance. We believe Ms. Favilla is qualified to serve on our board based on~~ the ~~breadth~~United ~~and depth of her business experience~~States.

Ms. Favilla combined her people leadership and process disciplines and regulatory background to safely process over 3 million financial transactions each year. Ms. Favilla led a diverse team of 2,500 people across 33 locations and interacted with over 20,000 vendors. Ms. Favilla was a key member of the divestiture team at GE, leading the separation activities of the largest corporate reorganization in US market history. Prior to joining GE Capital, Ms. Favilla served as President of Bank of New Castle and President of Discover Bank, the banking arm of Discover Financial Services, offering online banking, credit card and home loan services, from 2006 through 2012. As President of Discover Bank, Ms. Favilla deployed the funding strategy to successfully launch the initial public offering of Discover Financial Services from Morgan Stanley. Ms. Favilla is a former board member of the American Bankers Association Government Relations Committee and Banking Council in Washington DC. Ms. Favilla’s community and not for profit engagements include chair of the Delaware Financial Literacy Institute, Delaware Chamber of Congress, Delaware Bankers Association and Danbury Chamber of Congress. Ms. Favilla received her Bachelor’s degree in International Studies from Marymount College and received a Master’s degree in Business Administration from Fordham University. We believe Ms. Favilla is qualified to serve on our board based on her academic and practical experience in the areas of finance, compensation, and corporate governance. We believe Ms. Favilla is qualified to serve on our board based on the breadth and depth of her business experience.

Otto Risbakk, is a member of our board of directors upon the consummation of the IPO. Mr. Risbakk is a senior finance executive with more than 30 years of global business experience from a broad range of strategic and operational management positions in leading global technology companies. Mr.. Risbakk has been a senior executive at Telenor ASA, the $30B EV multinational telco since 2008. Currently Mr. Risbakk serves as CFO of Telenor Denmark. Until 2019 Mr. Risbakk served as head of Group M&A where he executed more than 70 Mergers & Acquisitions transactions worth more than $15 billion for the company keeping stakeholders committed and obtaining praise from investors. Prior to Telenor Mr. Risbakk worked at Norsk Hydro, Norway as VP International Business Development, Oil & Gas VP Corporate Mergers & Acquisitions and CFO of Hydro Automotive from 1998 to 2002. Mr. Risbakk has held CFO positions at Rieter Automotive, Italy where he was CFO of Automotive Division & Fiat CBU and Co-head new European ERP & Business Model from 1995 to 1998. Mr. Risbakk was CFO of Allied Signal Aftermarket Germany and held divisional CFO, Controller and Internal Audit positions at Sclumberger Ltd Houston, Frankfurt and Budapest from 1989 to 1994. Mr. Risbakk has a Baccalaureat from the Lycee Corneille, France, and a degree in Business Administration from the University of Fribourg, Switzerland. We believe Mr. Risbakk is qualified to serve on our board based on his depth and breadth of finance experience.

Jeffery Bistrong, is a member of our board of directors upon the consummation of the IPO. Mr. Bistrong is a partner and member of the investment committee of middle market private equity firm HKW, Inc. since April 2020, where he primarily focuses on technology investments. Prior to HKW, Jeff had a banking career for over 30 years, including from May 2002 to December 2019 with Harris Williams, an investment bank specializing in M&A advisory services as Managing Director. Jeff joined Harris Williams when it was a small generalist firm and helped grow it become a global M&A advisor and subsidiary of PNC Financial Services Group Inc. (NYSE:PNC). Jeff founded and led the bank’s Technology, Media & Telecom Group operating across offices in Boston, San Francisco and London and personally advised 100+ technology companies and private equity firms on M&A transactions. Earlier in his career, Jeff was an M&A banker at BancBoston Robertson Stephens and predecessor entities from October 1989 to October 1999 and Tucker Anthony from November 1999 to December 2001. Jeff, is currently a director of government software and services company Civix and healthcare software company Kumanu. Prior board experience includes HKSE-listed Mobile Telecom (Networks) Ltd. and nonprofit hospital group Northeast Health Systems. Jeff holds a BA from Colby College and dual M.B.A./MA degrees from the University of Michigan and lives in Manchester-by-the-Sea, MA.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five directors. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of each of directors will expire at our first annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that the board of directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer and a Secretary, none of whom need be a member of the board of directors. The board of directors may also choose a Chairman from among the directors, one or more Executive Vice Presidents, one or more Vice Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers. The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors. The same person may hold two or more offices.

~~Director Independence~~15

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~~opinion~~a ofChairman from among the ~~company’s~~directors, one or more Executive Vice Presidents, one or more Vice Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers. The board of directors ~~would~~may ~~interfere~~appoint ~~with~~such ~~the~~other ~~director’s~~officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise ofsuch ~~independent~~powers ~~judgment~~and inperform ~~carrying~~such ~~out~~duties as shall be determined from time to time by the ~~responsibilities~~board of adirectors. ~~director~~The same person may hold two or more offices.

Director Independence

Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Ms. Favilla, Mr. Risbakk and Mr. Bistrong are our independent directors.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms that our board believes are no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Committees of the Board of Directors

Our board of directors have three standing committees: an audit committee, a compensation committee, and a nominating committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Otto Risbakk, Christina Favilla and Jeffery Bistrong, each of whom is an independent director under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Otto Risbakk is the Chairperson of the Audit Committee.

The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

●

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

●

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●

discussing with management major risk assessment and risk management policies;

●

monitoring the independence of the independent auditor;

●

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●

reviewing and approving all related-party transactions;

●

inquiring and discussing with management our compliance with applicable laws and regulations;

●

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

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●

appointing or replacing the independent auditor;

●

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

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Financial Experts on Audit Committee

Pursuant to Nasdaq rules, the audit committee will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

Each member of the audit committee is financially literate and our board of directors has determined that Otto Risbakk, qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC, which generally is any person who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Nominating Committee

Our Nominating Committee consists of Ms. Favilla, Mr. Risbakk and Mr. Bistrong, each of whom is an independent director under the Nasdaq listing standards. Jeffery Bistrong is the Chairperson of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in our Nominating Committee Charter, generally provide that persons to be nominated:

●

should have demonstrated notable or significant achievements in business, education or public service;

●

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

●

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

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Compensation Committee

Our Compensation Committee consists of Ms. Favilla, Mr. Risbakk and Mr. Bistrong each of whom is an independent director under the Nasdaq listing standards. Chris Favella is the Chairperson of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

●

reviewing and approving the compensation of all of our other executive officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

if required, producing a report on executive compensation to be included in our annual proxy statement; and

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●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment of $10,000 per month to an affiliate of our Sponsor for office space and secretarial, administrative and other services, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

Code of Ethics

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business. You will be able to review our Code of Ethics by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

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ITEM 11.EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of February 2221, ~~2022~~2023 the number of shares of common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of common stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of February 2221, ~~2022~~2023, we had 227,~~158~~622,~~700~~902 shares of common stock issued and outstanding.

~~Table~~Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of ~~Contents~~common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of February 21, 2023.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of February 22, 2022.


	Number of
	Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner(1)	Owned	Shares
DC Rainier SPV LLC (Our Sponsor)(2)	3,535,119	15.95	%
Matthew Kearney(1)	346,985	4.6	%
Matthew Kearney(1)	346,985	1.6	%
Young Cho(1)	104,095	1.4	%
Young Cho(1)	104,095	*
Christina Favilla(1)	19,167	*
Otto Bisbakk(1)	19,167	*
Jeffery Bistrong(1)	19,167	*
All officers and directors as a group	508,581	26.37	%
(5 individuals)
MMCAP International Inc. SPC(3)	1,499,990	6.8	%
DC Rainier SPV LLC (Our Sponsor)(2)	3,535,119	46.4	%
MM Asset Management Inc.(3)	1,499,990	6.8	%
Highbridge Capital Management, LLC(4)	1,485,000	6.7	%

*	Less than one percent.

(1)	The business address for these holders is c/o Mountain Rainer Acquisition Corp. 256 W. 38th Street, 15th Floor, New York, NY 10018.

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(2)

Dominion Capital LLC is the manager of our Sponsor, DC Rainier SPV LLC. Dominion Capital Holdings LLC is the manager of Dominion Capital LLC. Mikhail and Gennadiy Gurevich are managing members of Dominion Capital Holdings LLC and as such have voting and investment control over the investments held by DC Rainier SPV LLC. The business address of DC Rainier SPV LLC is 256 W. 38th Street, 15th Floor, New York, NY 10018.

(3) Based on a Schedule 13G filed October 4, 2021, MMCAP International Inc. SPC and MM Asset Management Inc. have shared voting power over these shares. The address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands and the address of MM Asset Management Inc. is 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1 Canada.

(4) Based on a Schedule 13G filed on October 15, 2021, Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the “Highbridge Funds”), may be deemed to be the beneficial owner of the 1,485,000 shares of Common Stock held by the Highbridge Funds. The address of the holder is 277 Park Avenue, 23rd Floor, New York, New York 10172.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Founder Shares

On March 26, 2021, the Sponsor, certain of our executive officers and directors and A.G.P./Alliance Global Partners (the “Representative”) acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 or $0.006 per share. Prior to the initial investment of $25,000 in us, we had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to us by the aggregate number of Founder Shares issued.

Related Party Loans

On March 26, 2021, the Sponsor and executives agreed to loan us up to an aggregate total of $975,000 to be used for a portion of the expenses of the Initial Public Offering. We drew upon $975,000 under the promissory notes with the Sponsor and executives on March 26, 2021. These loans were non-interest bearing and were payable at the closing of the Initial Public Offering. On October 7, 2021, the loan was used to purchase 97,500 Private Placement Units at $10.00 per unit.

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Related Party Advances

In September 2021, the Sponsor, and our chief executive officer and chief financial officer advanced $1,537,000 to us in preparation for the Initial Public Offering on October 7, 2021. On October 7, 2021, the advance was used to purchase 153,700 Private Placement Units at $10.00 per unit.

Related Party Promissory Note

In October 2022, the Sponsor provided $300,000 to us for working capital purposes bridging to the Business Combination. The promissory note bears interest at 10% per year. In January 2023, the parties amended the promissory note to extend the maturity date of the note to the earlier of March 1, 2023 or the closing of our initial business combination.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the founders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans.

Administrative Services Agreement

We have agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of our initial Business Combination. Upon completion of our initial Business Combination or our liquidation, we will cease paying.

General

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

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expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock prior to the IPO, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our code of ethics, which we adopted upon consummation of the IPO, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

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respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. For a description of the director independence, see “— Part III, Item 10 - Directors, Executive Officers and Corporate Governance”.

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ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum for services rendered.

Audit Fees. For the ~~year~~years ended December 31, 2022 and 2021, fees for our independent registered public accounting firm were approximately $77,000 and $84,000, respectively, for the services Marcum performed in connection with our Initial Public Offering and the ~~audit~~audits of our December 31, 2022 and 2021 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees. For the ~~year~~years ended December 31, 2022 and 2021 and for the period from February 10, 2021 (inception) through March 26, 2021, our independent registered public accounting firm ~~did~~incurred ~~not~~fees ~~render~~of ~~assurance~~approximately ~~and~~$49,000 ~~related~~of services related to the performance of the audit or review of financial statements.

Tax Fees. For the ~~year~~years ended December 31, 2022 and 2021 and for the period from February 10, 2021 (inception) through March 26, 2021, Marcum did not render ~~assurance~~tax ~~and~~ related services related to the performance of the audit or review of our financial statements.

All Other Fees. For the ~~year~~years ended December 31, 2022 and 2021 and for the period from February 10, 2021 (inception) through March 26, 2021, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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part IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:


	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

(2)

Financial Statement Schedules:

None.

(3)

Exhibits

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.


Exhibit No.		Description
1.1		Underwriting Agreement dated October 4, 2021 by and among the Company, A.G.P./Alliance Global Partners, and The Benchmark Company, LLC, (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on October 7, 2021).
2.1		Business Combination Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and Rover Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on March 23, 2022).
2.2		First Amendment to Business Combination Agreement, dated as of June 19, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and Rover Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 filed with the Form 8-K filed by the Registrant on June 21, 2022).
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on October 7, 2021).
3.2		ByAmendment ~~Laws~~to the Amended and Restated Certificate of Incorporation of Mount Rainier Acquisition Corp. dated December 21, 2022 (incorporated by reference to Exhibit 3.31 filed with the Form S8-1K filed by ~~the~~ Registrant on ~~June~~December 421, ~~2021~~2022).
3.3		By Laws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on June 4, 2021).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on September 27, 2021).
4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on August 20, 2021).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on September 27, 2021).
4.4		Warrant Agreement, dated October 4, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on October 27, 2021).
4.5*		Description of Securities
4.5		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 warrant agent (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on March 23, 2022).
4.6		Description of Securities (incorporated by reference to Exhibit 4.5 filed with the Annual Report on Form 10-K filed by Registrant on February 23, 2023).
10.1		Form of Securities Subscription Agreement, dated March 12, 2021 (incorporated by reference to Exhibit 10.1 filed with the Form 10-Q filed by the Registrant on November 12, 2021).
10.2		Form of Promissory Note (incorporated by reference to Exhibit 10.3 filed with the Form S-1/A filed by the Registrant on August 20, 2021).
10.3		Business Combination Agreement, dated October 4, 2021, by and between the Company and A.G.P./Alliance Global Partners, as representative of the several underwriters (incorporated by reference to Exhibit 1.2 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.4		Letter Agreement, dated October 4, 2021, by and among the Company and its officers, directors, the Sponsor and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.5		Investment Management Trust Agreement, dated October 4, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.6		Stock Escrow Agreement, dated October 4, 2021, by and between the Company, American Stock Transfer & Trust Company, LLC and the initial stockholders (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.7		Registration Rights Agreement, dated October 4, 2021, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on October 7, 2021).

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10.4		Letter Agreement, dated October 4, 2021, by and among the Company and its officers, directors, the Sponsor and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.5		Investment Management Trust Agreement, dated October 4, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.6		Stock Escrow Agreement, dated October 4, 2021, by and between the Company, American Stock Transfer & Trust Company, LLC and the initial stockholders (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.7		Registration Rights Agreement, dated October 4, 2021, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.8		Administrative Support Agreement, dated October 4, 2021, by and between the Company and Dominion Capital LLC (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.9		Form of Indemnity Agreement, dated October 4, 2021, by and between the Company and each of the officers and directors of the Registrant (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.10		Private Placement Unit Subscription Agreement, dated October 4, 2021, by and between the Company and the Sponsor, Matthew Kearney and Young Cho (incorporated by reference to Exhibit 10.7 filed with the Form 8-K filed by the Registrant on October 7, 2021).
10.11		Sponsor Support Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and members of the Sponsor Group (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on March 23, 2022)
10.12		Form of Support Agreement, dated as of March 23, 2022, by and among Mount Rainier Acquisition Corp., Hub Cyber Security (Israel) Ltd. and certain Company shareholders party thereto (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on March 23, 2022)
10.13		Promissory Note between the registrant and DC Rainier SPV LLC. (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on October 27, 2022)
10.14		Amendment to Senior Promissory Note, effective as of January 3, 2023, between the Registrant and DC Rainier SPV LLC (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on January 4, 2023).
14		Form of Code of Ethics (incorporated by reference to Exhibit 14 filed with the Registration Statement on Form S-1/A filed by the Registrant on August 20, 2021)
21.1*		List of Subsidiaries
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 22, 2022	MOUNT RAINIER ACQUISITION CORP.
Dated: February 24, 2023	MOUNT RAINIER ACQUISITION CORP.
	By:	/s/ Matthew Kearney
	Name:	Matthew Kearney
	Title:	Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Matthew Kearney	Chief Executive Officer and Chairman	February 2224, ~~2022~~2023
Matthew Kearney	(Principal Executive Officer)

/s/ Young Cho	Chief Financial Officer and Director	February 2224, ~~2022~~2023
Young Cho	(Principal Accounting and Financial Officer)

/s/ Christina Favilla	Director	February 2224, ~~2022~~2023
Christina Favilla

/s/ Otto Risbakk	Director	February 2224, ~~2022~~2023
Otto Risbakk

/s/ Jeffery Bistrong	Director	February 2224, ~~2022~~2023
Jeffery Bistrong

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MOUNT RAINIER ACQUISITION CORP

INDEX TO FINANCIAL STATEMENTS


	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 688)	F-2

Balance Sheet as of December 31, 2021	F-3
Balance Sheets as of December 31, 2022 and 2021	F-3

Statement of Operations for the period from February 10, 2021 (inception) through December 31, 2021	F-4
Statements of Operations for the year end December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021	F-4

Statement of Changes in Stockholders’ Deficit for the period from February 10, 2021 (inception) through December 31, 2021	F-5
Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021	F-5

Statement of Cash Flows for the period from February 10, 2021 (inception) through December 31, 2021	F-6
Statements of Cash Flows for the year ended December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021	F-6

Notes to Financial Statements	F-7

F-1

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Mount Rainier Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~sheets of Mount Rainier Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has until March 1, 2023 to complete a Business Combination or the Company will cease all operations except for the purpose of liquidating. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audit~~audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ Marcum llp

Marcum llp

We have served as the Company’s auditor since 2021.

Hartford, CT

February 2224, ~~2022~~2023

F-2

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Mount Rainier Acquisition Corp

BALANCE ~~SHEET~~SHEETS


	December 31, 2022	~~December 31, 2021~~	December 31, 2021
Assets:
Current assets:
Cash	$	~~799~~114,~~290~~248	$	799,290
Short-term prepaid insurance		~~310~~236,~~884~~783		310,884
Total current assets		1351,~~110,174~~031		1,110,174
Cash held in Trust Account		175,953,520
Marketable securities held in Trust Account		28,493,894		175,953,520
Long-term prepaid insurance		~~236,783~~—		236,783
Total assets	$	~~177~~28,~~300~~844,~~477~~925	$	177,300,477

Liabilities and Stockholders’ Deficit:
Current liabilities:
Related party payable	$	28148,000	$	28,000
Accrued expenses		671,~~045~~604,350		67,045
Franchise tax payable		39,678
Income tax payable		345,827		—
Total current liabilities		134,723
Franchise tax payable		199,678		39,678
Deferred underwriting commission		6,900,000
Related party promissory note		300,000		—
Total liabilities		7,034,723
Total current liabilities		2,597,855		134,723

Deferred underwriting commission		6,900,000		6,900,000
Commitments and Contingencies (Note 5)
Total liabilities		9,497,855		7,034,723

Common stock subject to possible redemption; 17,250,000 shares at $10.20 per share		175,950,000
Commitments and Contingencies (Note 5)

Stockholders’ Deficit:
Common stock subject to possible redemption; 2,714,202 shares at $10.20 per share at December 31, 2022 and 17,250,000 shares at $10.20 per share at December 31, 2021		28,493,893		175,950,000
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,908,700 issued and outstanding (excluding 17,250,000 shares subject to redemption)		491

Additional paid-in capital		—
Stockholders’ Deficit:
Accumulated deficit		(5,684,737)
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,908,700 issued and outstanding (excluding 2,714,202 and 17,250,000 shares subject to redemption)		491		491
Total stockholders’ deficit		(5,684,246)
Additional paid-in capital		—		—
Total Liabilities and Stockholders’ Deficit	$	177,300,477
Accumulated deficit		(9,147,314)		(5,684,737)
Total stockholders’ deficit		(9,146,823)		(5,684,246)
Total Liabilities and Stockholders’ Deficit	$	28,844,925	$	177,300,477

The accompanying notes are an integral part of these financial statements.

F-3

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Mount Rainier Acquisition Corp

~~STATEMENT~~STATEMENTS OF OPERATIONS

For the period from February 10, 2021 (inception) through December 31, 2021


General and administrative expenses	$	169,728
			Period from
Administrative expenses - related party		28,000
			February 10,
Franchise tax expenses		39,678
	Year ended		2021 (inception)
Loss from operations		(237,406)
	December 31,		Through
Other income (expenses):
	2022		December 31,2021
Net gain from investments held in Trust Account		3,520
General and administrative expenses	$	2,827,806	$	169,728
Net loss	$	(233,886)
Administrative expenses - related party		120,000		28,000

Franchise tax expenses		160,000		39,678
Weighted average shares outstanding of redeemable common stock		4,525,463
Loss from operations		(3,107,806)		(237,406)
Basic and diluted net loss per share of redeemable common stock	$	(0.03)
Other income (expenses):
Weighted average shares outstanding of non-redeemable common stock		3,900,241
Net gain from investments held in Trust Account		1,968,377		3,520
Basic and diluted net loss per share of non-redeemable common stock	$	(0.03)
Interest expense		(5,425)		—
Tax expense		(345,827)		—
Net loss	$	(1,490,681)	$	(233,886)

Weighted average shares outstanding of redeemable common stock		16,891,584		4,525,463
Basic and diluted net loss per share of redeemable common stock	$	(0.07)	$	(0.03)
Weighted average shares outstanding of non-redeemable common stock		4,908,700		3,900,241
Basic and diluted net loss per share of non-redeemable common stock	$	(0.07)	$	(0.03)

The accompanying notes are an integral part of these financial statements.

F-4

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STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

For The Year Ended December 31, 2022 And The Period From February 10, 2021 (Inception) Through December 31, 2021


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	4,908,700	$	491	$	—	$	(5,684,737)	$	(5,684,246)
Accretion of Common stock subject to possible redemption	—		—		—		(1,971,896)		(1,971,896)
Net loss	—		—		—		(1,490,681)		(1,490,681)
Balance - December 31, 2022	4,908,700	$	491	$	—	$	(9,147,314)	$	(9,146,823)


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – February 10, 2021 (inception)	—	$	—	$	—	$	—	$	—
Issuance of Common stock to sponsor	4,908,700		491		5,986,509		—		5,987,000
Accretion of Common stock subject to possible redemption	—		—		(5,986,509)		(5,450,851)		(11,437,360)
Net loss	—		—		—		(233,886)		(233,886)
Balance - December 31, 2021	4,908,700	$	491	$	—	$	(5,684,737)	$	(5,684,246)

The accompanying notes are an integral part of these financial statements.

F-5

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Mount Rainier Acquisition Corp

STATEMENT OF CASH FLOWS

For the Period from February 10, 2021 (inception) through December 31, 2021


Cash Flows from Operating Activities:
			For the Period
Net loss	$	(233,886)
			From February 10,
Adjustments to reconcile net loss to net cash used in operating activities:
	For the		2021 (inception)
Net gain from cash held in Trust Account		(3,520)
	Year Ended		Through
Changes in operating assets and liabilities:
	December 31, 2022		December 31, 2021
Prepaid insurance		(547,667)
Cash Flows from Operating Activities:
Related party payable		28,000
Net loss	$	(1,490,681)	$	(233,886)
Accrued expenses		67,045
Adjustments to reconcile net loss to net cash used in operating activities:
Franchise tax payable		39,678
Net gain from cash held in Trust Account		(1,968,377)		(3,520)
Net cash used in operating activities		(650,350)
Changes in operating assets and liabilities:

Prepaid insurance		310,884		(547,667)
Cash Flows from Investing Activities:
Related party payable		120,000		28,000
Cash deposited in Trust Account		(175,950,000)
Accrued expenses		1,537,305		67,045
Net cash used in investing activities		(175,950,000)
Franchise tax payable		160,000		39,678

Income tax payable		345,827		—
Cash Flows from Financing Activities:
Net cash used in operating activities		(985,042)		(650,350)
Proceeds from issuance of Common stock to Sponsor		3,475,000

Proceeds from advance from related party		1,537,000
Cash Flows from Investing Activities:
Proceeds from note payable to related party		975,000
Cash deposited in Trust Account		—		(175,950,000)
Proceeds received from initial public offering		172,500,000
Net cash used in investing activities		—		(175,950,000)
Offering costs paid		(1,087,260)

Net cash provided by financing activities		177,399,640
Cash Flows from Financing Activities:

Proceeds from issuance of Common stock to Sponsor		—		3,475,000
Net change in cash		799,290
Proceeds from advance from related party		—		1,537,000

Proceeds from note payable to related party		300,000		975,000
Cash - beginning of the period		—
Proceeds received from initial public offering		—		172,500,000
Cash - end of the period	$	799,290
Offering costs paid		—		(1,087,260)

Net cash provided by financing activities		300,000		177,399,640
Supplemental disclosure of non-cash financing activities:

Related party note payable exchanged for common stock	$	975,000
Net change in cash		(685,042)		799,290
Advance from related party exchanged from common stock		1,537,000

Deferred underwriting commissions in connection with the initial public offering	$	6,900,000
Cash - beginning of the period		799,290		—
Initial value of Common stock subject to possible redemption	$	172,500,000
Cash - end of the period	$	114,248	$	799,290

Supplemental disclosure of non-cash financing activities:
Related party note payable exchanged for common stock	$	—	$	975,000
Advance from related party exchanged from common stock		—		1,537,000
Deferred underwriting commissions in connection with the initial public offering	$	—	$	6,900,000
Initial value of Common stock subject to possible redemption	$	—	$	172,500,000
Redemption of Class A Common stock	$	149,428,003		—
Accretion of common stock to redemption value	$	1,971,846	$	11,437,360

The accompanying notes are an integral part of these financial statements.

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Note 1 — Description of Organization and Business Operations

Organization and General

Mount Rainer Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 10, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, ~~2021~~2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through December 31, ~~2021~~2022 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Company’s initial public offering on October 7, 2021 (“Initial Public Offering” or “IPO”). The Company has selected December 31 as its fiscal year end.

On October 7, 2021, the Company consummated the IPO of 17,250,000 units (the “Units”), including the full exercise of the over-allotment. Each Unit consists of one share of common stock, par value $0.0001 per share (“Common Stock”) and one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 596,200 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”), to DC Rainier SPV, LLC (the “Sponsor”) and the Company’s chief executive officer and chief financial officer, generating gross proceeds to the Company of $5,962,000, which is described in Note 4. The Private Placement Units are identical to the Units sold in the IPO.

Transaction costs amounted to $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. In addition, cash of $1,545,463 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

A total of $175,950,000, comprised of proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by American Stock Transfer & Trust Company, acting as trustee (“Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any Public Shares (as defined below) properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete its initial Business Combination within 15 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the Company’s Public Shares if it has not completed its initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”).

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The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of Common Stock sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the holders of the Founder Shares (the “initial stockholders”) have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The ~~initial~~Company’s ~~stockholders~~shareholders ~~have~~approved ~~agreed~~an toextension ~~waive their rights~~ to ~~liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to~~ complete a Business Combination ~~within~~on ~~the~~December ~~Combination~~21, ~~Period~~2022. ~~However,~~The ifCompany ~~the~~filed ~~initial~~an ~~stockholders~~amendment ~~acquire~~to ~~Public~~its ~~Shares~~Amended inand orRestated ~~after~~Certificate ~~the~~of ~~Initial~~Incorporation ~~Public~~on ~~Offering~~December 21, ~~they~~2022 ~~will be entitled~~ to ~~liquidating~~(i) ~~distributions~~give ~~from~~ the ~~Trust~~Company ~~Account~~the ~~with~~right ~~respect~~ to ~~such~~extend ~~Public~~the ~~Shares~~date ifby which the Company ~~fails~~has to ~~complete~~consummate a ~~Business~~business ~~Combination~~combination ~~within~~from ~~the~~January ~~Combination~~7, ~~Period.~~2023 ~~The underwriters have agreed~~ to ~~waive~~March ~~their~~1, ~~rights~~2023 toand ~~the deferred underwriting commission~~ (~~see Note 5~~ii) ~~held~~expand in the ~~Trust~~methods ~~Account~~that in the ~~event~~Company ~~the~~may ~~Company~~employ ~~does~~to not ~~complete~~become asubject ~~Business~~to ~~Combination within~~ the ~~Combination~~“penny ~~Period~~stock” ~~and,~~rules inof ~~such event, such amounts will be included with~~ the ~~other~~Securities ~~funds~~and ~~held~~Exchange ~~in the Trust Account that will be available to fund the redemption of the Public~~ Commission.

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The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date these condensed financial statements are issued and therefore substantial doubt has been alleviated.

As of December 31, 2022, the Company had approximately $0.1 million in cash, and a working capital deficit of approximately $(2.0) million (not taking into account tax obligations that may be paid using the interest income earned from investments in the Trust Account).

The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. Further, if the Company cannot complete a Business Combination prior to March 1, 2023, it could be forced to wind up its operations and liquidate unless it receives approval from its stockholders to extend such date. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with these uncertainties is to preserve cash by deferring payments with anticipated cooperation from its service providers and to complete a Business Combination prior to March 1, 2023. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the period permitted to complete the Business Combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. To preserve liquidity, the Company has agreed with most of its third-party business combination advisors to defer cash payments until the closing of the Business Combination.

The preponderance of the current liabilities (approximately $2.6 million) results from amounts accrued as payable to professional service firms who indicated their intention to accept deferred payment terms that are payable at the closing of the proposed Business Combination. As a result, the Company believes, but cannot assure, that it has the liquidity to complete a Business Combination.

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The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined the date for mandatory liquidation and dissolution as well as its liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern through March 1, 2023, the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. Management of the Company plans to complete a business combination prior to the date for mandatory liquidation. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern related to the liquidation referenced above.

COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2022 and 2021, the carrying values of prepaid expenses, related party payables, and franchise tax payable approximate their fair values due to the short-term nature of the instruments. The Company’s cash held in the Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. Treasury securities and are recognized at fair value. The fair value of cash held in the Trust Account is determined using quoted prices in active markets.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

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ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment.

Use of Estimates

The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.

Deferred Offering Costs associated with the Initial Public Offering

Deferred offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as an asset up until the IPO, at which time these costs were recorded as a reduction in equity. Offering costs totaled $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity.

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Offering costs totaled $12,333,704, including $6,900,000 in deferred underwriting fees, $1,087,360 in other offering costs related to the Initial Public Offering and $4,346,344 as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T and were all charged as a reduction of equity.

Common Stock Subject to Possible Redemption

The Company accounts for its Common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable common stock (including Common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Common stock are classified as stockholders’ equity. The Company’s Common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 2,714,202 and 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Net Loss Per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture.

The Company’s statements of operations includes a presentation of loss per share for shares of common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Consistent with ASC Topic 480-10-S99-3A, accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates its fair value. The calculation of diluted income per common share does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved.

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The following table reflects the calculation of basic and diluted net ~~income~~loss per common share (in dollars, except per share amounts):


	~~Period~~Year ~~from February 10,~~ended
	~~2021~~December ~~(inception)~~31, to2022
	~~December 31, 2021~~	Non-
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Basic and diluted net income per common share
Numerator:
Allocation of net loss	(~~125~~1,~~621~~155,029)	(~~108~~335,~~265~~652)
Denominator:
Basic and diluted weighted average shares outstanding	416,~~525~~891,~~463~~584	34,~~900~~908,~~241~~700
Basic and diluted net loss per common share	(0.03)	(0.03)
Basic and diluted net income per common share	(0.07)	(0.07)

At December 31, 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.


	Period from February 10,
	2021 (inception) to
	December 31, 2021
		Non-
	Redeemable	redeemable
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	(125,621)	(108,265)
Denominator:
Basic and diluted weighted average shares outstanding	4,525,463	3,900,241
Basic and diluted net loss per common share	(0.03)	(0.03)

At December 31, 2022 and 2021 the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Common Stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, ~~2021~~2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, ~~2021~~2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Inflation Reduction Act (the “IRA”) was enacted in August 2022, the provisions of which include a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on certain share buybacks by public corporations that would be imposed on such corporations. We are analyzing the impact of the IRA on or financial statements.

Recent Accounting Pronouncements

InThe ~~August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity~~Company’s ~~Own~~management ~~Equity~~does ~~(Subtopic~~not ~~815-40)~~believe ~~(“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models~~ that ~~require~~any ~~separation~~recently of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidanceissued, ~~including~~but ~~the~~not ~~requirement~~yet ~~to use the if-converted method for all convertible instruments. ASU 2020-06 is~~ effective ~~January 1~~, ~~2022~~accounting ~~and should be applied on a full or modified retrospective basis~~pronouncements, ~~with~~if ~~early~~currently ~~adoption permitted beginning on January 1, 2021. The Company~~ adopted ~~ASU 2020-06 at inception on February 10~~, ~~2021.~~would ~~The adoption of ASU 2020-06 did not~~ have ana ~~impact~~material effect on the ~~Company’s~~condensed financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the condensed financial statements.F-13

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Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $114,248 and $799,290 in cash and no cash equivalents as of December 31, 2022 and 2021, respectively.

~~Cash~~Marketable Securities Held in the Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in net gain on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account were determined using available market information.

Note 3 — Public Offering

Pursuant to the Initial Public Offering on October 7, 2021, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one Public Warrant. Each whole Public Warrant entitles the holder to purchase three-quarters (3/4) of one share of Common Stock at an exercise price of $11.50 per share.

On October 7, 2021, the Sponsor, the Company’s chief executive officer and chief financial officer acquired 596,200 Units for an aggregate purchase price of $5,962,000. $3,450,000 of the $5,962,000 was invested in the Trust Account to meet the 102% redemption price of the IPO shares. The remaining cash was deposited in the Company’s operating account and used to pay off the promissory notes and future working capital expenditures.

Note 4 — Related Party Transactions

Founder Shares

On March 26, 2021, the Sponsor, certain executive officers and directors of the Company and A.G.P./Alliance Global Partners (the “Representative”) acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 or $0.006 per share. Prior to the initial investment in the Company of $25,000, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the Initial Public Offering of Units of the Company did not fully exercise their over-allotment option. The over-allotment option was exercised in full at the time of the IPO.

The Sponsor and certain executives of the Company purchased 345,000 Private Placement Units for cash with gross proceeds of $3,450,000 on October 7, 2021 in connection with the IPO.

Related Party Loans

On March 26, 2021, the Sponsor and executives agreed to loan the Company up to an aggregate total of $975,000 to be used for a portion of the expenses of the Initial Public Offering. The Company drew upon $975,000 under the promissory notes with the Sponsor and executives on March 26, 2021. These loans are non-interest bearing and were payable at the closing of the Initial Public Offering. The balance on the notes was outstanding as of September 30, 2021 and on October 7, 2021, the loan was used to purchase 97,500 Private Placement Units at $10.00 per unit.

Related Party Advances

In September 2021, the Sponsor, and the Company’s chief executive officer and chief financial officer advanced $1,537,000 to the Company in preparation for the Initial Public Offering on October 7, 2021. On October 7, 2021, the advance was used to purchase 153,700 Private Placement Units at $10.00 per unit.

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Related Party Promissory Note

In October 2022, the Sponsor provided a $300,000 promissory note to the Company for working capital in preparation for the Business Combination. The promissory note bears interest at 10% per year. The Company accrued $5,425 of interest expense for the year ended December 31, 2022.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the founders, officers and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist with respect to such loans.

Administrative Services Agreement

The Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on the date that the securities were first listed on the Nasdaq, subject to deferral until consummation of the Company’s initial Business Combination. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying.

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement entered into on October 4, 2021. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company paid an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, at the closing of the Initial Public Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering will be payable to the representative of the underwriters for services rendered in connection with the Business Combination. This business combination fee will become payable to representative of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the Company provided 750,000 shares to the underwriter at the time of the Initial Public Offering at a fair value totaling $4,346,344. We accounted for the excess of the fair value of the 750,000 representative shares as a cost of the IPO in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, these offering costs are charged to stockholders’ equity.

On March 23, 2022, we entered into that certain Business Combination Agreement, as amended by that certain First Amendment to Business Combination Agreement, dated as of June 19, 2022 (the “Merger Agreement”), by and among us, Hub Cyber Security (Israel) Ltd., a company organized under the laws of the State of Israel (the “HUB Security”), and Rover Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HUB Security (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into us, with us as the surviving corporation in the merger as a direct, wholly owned subsidiary of HUB Security (the “HUB Business Combination”). Subject to the terms of the Merger Agreement, as amended, and customary adjustments set forth therein, the aggregate consideration for the HUB Business Combination and related transactions is expected to be approximately $226,885,000 of equity consideration, as set forth in the Merger Agreement, which amount includes the funds in the trust account established in connection with the Company’s initial public offering (the “Trust Account”) and PIPE Financing commitments. The

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Merger Agreement, as amended, provided that the outside date for the closing of the HUB Business Combination was January 22, 2023, which date was subsequently extended to February 28, 2023. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Contemporaneously with the execution of the Merger Agreement, HUB Security entered into subscription agreements (the “PIPE Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “Subscribers”), pursuant to which, among other things, the Subscribers have agreed to subscribe for ordinary shares of HUB Security that will be issued in connection with the Closing (the “PIPE Shares”), for aggregate gross proceeds of approximately $50,000,000 at a purchase price of $10.00 per share, in a private placement (the equity financing under all Subscription Agreements, collectively, the “PIPE Financing”). The purpose of the PIPE Financing is to raise additional capital for use in connection with the HUB Business Combination. The PIPE Shares will be identical to ordinary shares of HUB Security that will be issued to our existing stockholders at the time of the Closing, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the SEC. The closing of the sale of PIPE Shares will be contingent upon the substantially concurrent consummation of the HUB Business Combination.

On December 21, 2022, as approved by our stockholders at a special meeting of stockholders held on December 21, 2022, we amended our amended and restated certificate of incorporation with the Delaware Secretary of State to (i) extend the date by which the Company has to consummate a business combination from January 7, 2023 to March 1, 2023 and (ii) expand the methods that the Company may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission.

On January 4, 2023, we held a special meeting of stockholders (the “Merger Meeting”) to consider and vote upon, among other things, the HUB Business Combination and related matters. Each of the proposals presented at the Merger Meeting, as more fully described 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. 2 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”), was approved. The submission of the HUB Business Combination to the stockholders entitled holders of public shares to redeem their shares for their pro rata portion of the funds held in the Trust Account.

Note 6 — Stockholders’ Equity

Common Stock – On October 4, 2021, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 50,000,000 shares of Common Stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, 4,908,700 shares issued and outstanding of Common Stock were held by the Sponsor, certain officers and directors of the Company and the Representative. Up to 562,500 shares of Common Stock were subject to forfeiture by the subscribers if the underwriters of the initial public offering of Units if the Company did not fully exercise their over-allotment option.

Holders of the common shares will vote on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that holders of the common shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination.

Warrants – Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Common Stock equals or exceeds $10.20”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Common Stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Common Stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be

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days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination or (ii) a notice of redemption described under “Redemption of warrants when the price per share of Common Stock equals or exceeds $10.20”). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Common Stock issuable upon exercise of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Common Stock until the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described under “Redemption of warrants for shares of Common Stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants.

Redemption of warrants when the price per share of Common Stock equals or exceeds $18.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

In whole and not in part;

●

At a price of $0.01 per warrant;

●

Upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).

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The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.

Redemption of warrants when the price per share of Common Stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice of redemption but prior to redemption and receive that number of common stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of common stock;

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●

if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and

●

if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of common stock shall mean the volume-weighted average price of Common Stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Common Stock per warrant (subject to adjustment).

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

At December 31, 2022 and 2021, there were 17,250,000 Public Warrants outstanding, and 596,200 Private Warrants outstanding. Each whole warrant entitles the holder thereof to purchase three-quarters (3/4) of a share of Common Stock.

Note 7 — Fair Value Measurements

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, respectively, by level within the fair value hierarchy:

December 31, 2022


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Money Market Funds	$	28,493,894	$	—	$	—

December 31, 2021


	Quoted		Significant		Significant
	Prices in		Other		Other
	Active		Observable		Unobservable
	Markets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Bills	$	175,953,520	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the year ended December 31, 2022 and the period from February 10, 2021 (inception) through December 31, 2021.

Note 8 — Income Taxes

The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation and operating costs are generally considered start-up costs and are not currently deductible.

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The income tax provision (benefit) consists of the following:


	December 31,		December 31,
	~~2021~~2022		2021
Current
Federal	$	—345,827	$	—
State		—		—
Deferred
Federal		(49271,~~116~~246)		(49,116)
State		—		—
Valuation allowance		49271,~~116~~246		49,116
Income tax provision	$	—345,827	$	—

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	~~2021~~2022		2021
Deferred tax assets:
Sec. 195 Start-up costs		41320,~~523~~362		41,523
Net operating loss carryforward		~~7,593~~—		7,593
Total deferred tax assets		49320,~~116~~362		49,116
Valuation allowance		(49320,~~116~~362)		(49,116)
Deferred tax asset, net of allowance	$	—	$	—

As of December 31, ~~2021~~2022, the Company ~~had~~has ~~$36,158~~no of U.S. federal net operating loss carryovers available to offset future taxable income. ~~The federal net operating losses can be carried forward indefinitely.~~

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the ~~year~~years ended December 31, 2022 and 2021, the change in the valuation allowance was $271,246 and $49,116, respectively.

A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the ~~period~~year ~~from~~ended ~~February 10, 2021 (inception) to~~ December 31, ~~2021~~2022 is as follows:


Statutory Federal income tax rate	21.0	%
Change in valuation Allowance	(21.0)	%
Non-deductible merger costs	(27.5)	%
Effective Tax Rate	0.0	%
Change in valuation Allowance	(23.7)	%
Effective Tax Rate	(30.2)	%

The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to non-deductible merger costs and the recording of full valuation allowances on deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company'’s tax returns since inception remain open to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. There were no unrecognized tax benefits as of December 31, ~~2021~~2022. No amounts were accrued for the payment of interest and penalties as of December 31, ~~2021~~2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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Note 9 — Subsequent Events

Management has evaluated the impact of subsequent events through February 2224, ~~2022~~2023, the date that the audited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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Filing Compare · Mount Rainier Acquisition Corp.