RNER SEC filings, in plain English
Everything Mount Rainier Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
- 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.
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.
What changed: Mount Rainier Acquisition Corp. issued definitive merger materials for a special meeting on the Business Combination Agreement dated March 23, 2022, as amended on June 19, 2022, with HUB Cyber Security (Israel) Ltd. and Rover Merger Sub Inc. Merger Sub merges into RNER, which survives the merger and becomes a wholly owned subsidiary of HUB Security. The document is also a prospectus for up to 22,158,700 HUB Security ordinary shares, 17,846,200 warrants and 13,384,650 ordinary shares underlying those warrants. Why it matters: 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.
What changed: Mount Rainier Acquisition Corp. called a Special Meeting for December 21, 2022 at 5:00 p.m. Eastern Time, virtual, to extend the deadline from January 7, 2023 to March 1, 2023 and to amend the NTA Requirement. The Trust Account held approximately $177,921,896 of marketable securities as of December 2, 2022. Aggregate consideration for the HUB Cyber Security business combination, under the agreement dated March 23, 2022 and amended June 19, 2022, is expected to be approximately $226,885,000 of equity consideration, including trust funds and PIPE Financing commitments. Why it matters: 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.
- What changed vs 2022-08-11trust $176.2M → $176.9M +0%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $176.2M$176.9M
- Combination deadline
- 2023-01-07 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus on established, technology focused busine… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $681,977 was added to the trust between the two filings.
The clause …“310,884 Total current assets 361,150 1,110,174 Marketable securities held in Trust Account 176,885,447 175,953,520 Long-term prepaid insurance 4,259 236,783 Total assets $ 177,250,856 $ 177,300,477 ”…
The clause …“issuance date of the financial statements. 9 Table of Contents The Company has until January 7, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause …“future events. Accordingly, at September 30, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the”…
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.
- What changed vs 2022-05-13trust $176.0M → $176.2M +0%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $176.0M$176.2M
- Combination deadline
- 2023-01-07 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus on established, technology focused busine… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $233,222 was added to the trust between the two filings.
The clause …“310,884 Total current assets 485,120 1,110,174 Marketable securities held in Trust Account 176,203,470 175,953,520 Long-term prepaid insurance 82,619 236,783 Total assets $ 176,771,209 $ 177,300,477 ”…
The clause …“issuance date of the financial statements. 9 Table of Contents The Company has until January 7, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause …“uncertain future events. Accordingly, at June 30, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ (deficit) equity section of”…
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.
- What changed vs 2021-11-12going concern APPEARED
going-concern doubt, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$176.0M
- Combination deadline
- not previously extracted2023-01-07
- Redeemable shares
- not previously extracted17.3M
- Mandate language
- we intend to focus on established, technology focused busine… · unchanged
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…
The clause …“310,884 Total current assets 750,211 1,110,174 Marketable securities held in Trust Account 175,970,248 175,953,520 Long-term prepaid insurance 160,127 236,783 Total assets $ 176,880,586 $ 177,300,477 ”…
The clause …“be one year from the issuance date of the financial statements. The Company has until January 7, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by that”…
The clause …“future events. Accordingly, at March 31, 2022 and December 31, 2021, 17,250,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the”…
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.
In plain English
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.
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.
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.