Hub Cyber Security Ltd. current report, Q1 FY2023

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Filing Summary

Business Context and Reporting Period

Hub Cyber Security Ltd. filed a Form 6-K for March 2023, reporting an update on its private investment in public equity (PIPE) financing related to its business combination with Mount Rainier Acquisition Corp. The filing was furnished on March 14, 2023.

Transaction and Key Financial Metrics

  • The Company issued and sold approximately 400,000 shares to two original PIPE investors.
  • The shares were sold under the original PIPE terms at $10 per share.
  • Gross proceeds were approximately $4 million.
  • The funds represented partial satisfaction of the investors’ previously committed PIPE investments.
  • The filing does not provide operating revenue, profitability, cash flow, margin, debt, or liquidity metrics.

Material Changes and Outstanding Commitments

The Company stated that it did not waive any claims against PIPE investors for the remaining committed funds. The remaining PIPE financing was under negotiation, and the Company remained in discussions with investors to receive those funds. The filing does not state the total amount of remaining commitments.

Outlook, Risks, and Unusual Items

  • Receipt of the remaining PIPE proceeds was not assured and depended on ongoing negotiations with investors.
  • The $4 million received was a partial, rather than full, satisfaction of the relevant investor commitments.
  • The filing provides no additional guidance or operating outlook.
  • The report and attached press release were furnished, not filed, for purposes of Section 18 of the Exchange Act and are not incorporated by reference into other filings unless expressly stated.

Investor Verification Checklist

  • Verify the final number of shares issued and the exact gross and net proceeds received.
  • Determine the aggregate PIPE commitments remaining outstanding after the reported transaction.
  • Review subsequent filings for receipt, renegotiation, or nonpayment of the remaining PIPE funds.
  • Assess the resulting dilution and the use of the approximately $4 million in proceeds.
  • Review Exhibit 99.1 and subsequent disclosures for developments concerning the PIPE financing and business combination.