Mount Rainier Acquisition Corp.
RNER · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from DC Rainier SPV LLC, listed on Nasdaq in October 2021.
- What it's doing now
- It agreed in December 2022 to buy HUB Cyber Security (Israel) Ltd., a Cybersecurity company. The deal valued that business at about $221.6M. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- HUB Cyber Security (Israel) Ltd.
- Industry
- Cybersecurity
- Deal value
- $222M
- announced 9 December 2022
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 5 October 2021
- size not on file · 102.0% of each $10 unit into trust
- Headquarters
- 256 WEST 38TH STREET 15TH FLOOR, NEW YORK, NY, 10018
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Kearney Matthew Joseph (Chief Executive Officer) · Cho Young (Chief Financial Officer) · Favilla Christina M (Director)
- Listed securities
- RNER common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
At the 21 December 2022 event.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
3 dated milestonesEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 5 October 2021IPOpassed
IPO size not on file
- 9 December 2022Deal announcedpassed
Combination with HUB Cyber Security (Israel) Ltd.
redemption rate not stated in the filing
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- HUB Cyber Security (Israel) Ltd.$222M · announced 9 December 2022closedCybersecuritypost-close HUBCSEC primary
Who has already taken their money back
1 filed eventEach time shareholders were offered their cash back, some took it. Heavy cash-outs drain the account and shrink the number of shares left — whatever remains has to carry the deal.
Worst single event
—
no filing states a pre-event share count
Shares redeemed, all events
14.54M
across every filed redemption event
Every figure below is stated in the linked filing; nothing here is estimated.
- Dec 21, 2022Extensionno rate stated
The score
deterministic, from filed fieldsRNER is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 294 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Mount Rainier Acquisition Corp. is a blank-check company whose common stock, warrants, and units traded on the Nasdaq Stock Market under the ticker RNER. The company priced its initial public offering on October 5, 2021, according to a 424B prospectus filed with the SEC under accession number 0001104659-21-122704. Its SEC CIK is 0001854461 and its SIC industry code is 6770. The vehicle is closed: it completed a business combination and no longer files, with the ending established by Form 25 filed on February 28, 2023, under accession number 0001354457-23-000120. The Form 25 was filed under 17 CFR 240.12d2-2(a)(3), the rule for securities that have come to evidence other securities in substitution therefor, reflecting that the common stock, warrant, and unit shares became the successor's. The RNER ticker appears on the cover page of an 8-K filed on February 27, 2023, under accession number 0001104659-23-026110.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The deal is already approved and the redemption window has already run, so this one-month extension is purely about getting to closing before the merger agreement's own February 28, 2023 outside date — a very narrow margin. The $226,885,000 equity consideration includes trust cash that has already been reduced by the January redemptions, so what actually funds HUB depends on how many holders stayed. Failure to close by the outside date would let either party walk.
The consideration is engineered around a $10.00 share price that does not yet exist: HUB Security intends to effect a reverse stock split to bring its ordinary shares to $10.00 each, and the filing states the consideration will be adjusted if the split is not effected or produces a different price. Redemptions cut the pool directly — the numerator is $221,582,000 less the amounts payable on RNER Stockholder Redemptions, divided by $10.00. A $50,000,000 PIPE of 5,000,000 shares at $10.00 is conditioned on the transactions closing.
Amending the net tangible asset requirement removes the floor that would otherwise stop redemptions from emptying the roughly $177.9 million trust before the HUB deal closes — it shifts risk from the sponsor to holders who stay. Because the $226,885,000 consideration includes trust cash, every redemption directly reduces what HUB actually receives. Redeeming at the pro rata trust portion is the alternative to funding a transaction whose economics depend on other holders staying.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
- What changed vs 2022-02-23trust $176.0M → $28.5M -84%going concern APPEAREDshares 17.3M → 2.71M -84%
trust account, going-concern doubt, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $176.0M$28.5M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 17.3M2.71M
- Combination deadline
- not previously extracted2023-03-01
- Mandate language
- we intend to focus on established, technology focused busine… · unchanged
SpacBrain reads this as $147,459,626 left the trust between the two filings.
The clause “83 310,884 Total current assets 351,031 1,110,174 Marketable securities held in Trust Account 28,493,894 175,953,520 Long-term prepaid insurance — 236,783 Total assets $ 28,844,925 $ 177,300,477 ”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“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”…
SpacBrain reads this as 14,535,798 shares are no longer redeemable.
The clause …“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”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
Show the other 10 filings
What changed: Mount Rainier Acquisition Corp. called a Special Meeting for February 27, 2023 at 3:00 p.m. Eastern Time, virtual, on a Second Extension Amendment moving the deadline from March 1, 2023 to March 31, 2023. Total consideration for the HUB Cyber Security business combination is expected to be approximately $226,885,000 of equity consideration, including trust funds and PIPE Financing commitments. The Merger Agreement's outside date, originally January 22, 2023, was extended to February 28, 2023. Why it matters: The deal is already approved and the redemption window has already run, so this one-month extension is purely about getting to closing before the merger agreement's own February 28, 2023 outside date — a very narrow margin. The $226,885,000 equity consideration includes trust cash that has already been reduced by the January redemptions, so what actually funds HUB depends on how many holders stayed. Failure to close by the outside date would let either party walk.
What changed vs 2022-12-05deadline 2023-03-01 → 2023-03-31combination deadline, outside date1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-03-012023-03-31
- Outside date
- not previously extracted2023-02-28
SpacBrain reads this as 30 days later than the previous record.
The clause …“full as follows: “E. In the event that the Corporation does not consummate a Business Combination by March 31, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of”…
SpacBrain reads this as the agreement may be terminated from 2023-02-28.
The clause …“”) and PIPE Financing commitments. The Merger Agreement 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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2023-02-28
SpacBrain reads this as the agreement may be terminated from 2023-02-28.
The clause …“”) and PIPE Financing commitments. The Merger Agreement 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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
DC Rainier SPV LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W · 102.0% of the $10 unit
from 424B4 0001104659-21-122704
Trading & liquidity
Company profile
Directors & officers
- Kearney Matthew JosephChief Executive Officer
- Cho YoungChief Financial Officer
- Favilla Christina MDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
4 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- DC Rainier SPV LLCwith 4 other reporting persons on the same schedule15.9% · SC 13DOct 15, 2021 stale
- K2 PRINCIPAL FUND, L.P.with 3 other reporting persons on the same schedule4.5% · SC 13G/AOct 8, 2021 stale
- MMCAP International Inc. SPCwith 1 other reporting person on the same schedule2.3% · SC 13G/AFeb 14, 2023 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC0.0% · SC 13G/AJan 25, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
38 full SEC filing texts archived — searchable, never lost.
- Vault note — RNER (Mount Rainier Acquisition Corp.)
vault-note · /vault/tickers/RNER
- Vault deal note — HUB Cyber Security (Israel) Ltd. (RNER)
vault-note · /vault/deals/hub-cyber-security-israel-ltd
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail5 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001104659-21-122704 priced 2021-10-05; common ticker RNER off 8-K 0001104659-23-026110 (2023-02-27); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-23-000120 (2023-02-28) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: Common Stock, Warrant, Unit). ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "DC Rainier SPV LLC" sourced from prospectus definition (10-K) acc 0001104659-22-025765.
AI-extracted target (z-ai/glm-5.2, conf 1)
target recovered for a completed de-SPAC
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read