Item 1.01. Entry into a Material Definitive Agreement.
Effective as of
The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously reported, the Company entered into that certain Business
Combination Agreement, dated as of
On
On
The final results for each of the matters submitted to a vote of the Company's stockholders at the Special Meeting are as follows:
Proposal No. 1. The Business Combination Proposal
Stockholders approved the Business Combination Agreement, a copy of which was attached to the proxy statement/prospectus as Annex A, and the transactions contemplated therein (the "Business Combination Proposal"), including the business combination whereby Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of HUB Security (the "Merger"). Adoption of the Business Combination Proposal required approval by the affirmative vote of at least a majority of the Company's issued and outstanding shares of common stock as of the record date. The voting results were as follows:
BROKER FOR AGAINST ABSTAIN NON-VOTES 16,582,859 550,415 0 0
Proposal No. 2. The Charter Proposals
Stockholders approved the following material differences between the Company's amended and restated certificate of incorporation (the "RNER Charter") and HUB Security's amended and restated articles of association (the "HUB Security Articles") to be effective upon the consummation of the Business Combination (collectively, the "Charter Proposals"). Adoption of each of the Charter Proposals required approval by the affirmative vote of at least a majority of the Company's issued and outstanding shares of common stock as of the record date. The voting results were as follows:
(i) the name of the new public entity will be "
BROKER FOR AGAINST ABSTAIN NON-VOTES 16,582,859 550,415 0 0
(ii) HUB Security's corporate existence is perpetual as opposed to the Company's corporate existence terminating if a business combination is not consummated within a specified period of time; and
BROKER FOR AGAINST ABSTAIN NON-VOTES 16,582,859 550,415 0 0
(iii) the HUB Security Articles will not include the various provisions applicable only to special purpose acquisition corporations that the RNER Charter contains;
BROKER FOR AGAINST ABSTAIN NON-VOTES 16,582,859 550,415 0 0 Item 8.01. Other Events.
In connection with the stockholders' vote at the Special Meeting, the Company's
public stockholders had the right to elect to redeem all or a portion of their
shares of common stock for a per share price calculated in accordance with the
Company's organizational documents. The Company's public stockholders holding
2,660,436 shares of common stock validly elected to redeem their public shares
in connection with the approval of the Business Combination. These redemptions
were in addition to the 14,535,798 shares of common stock that were tendered for
redemption in connection with the special meeting of the Company's stockholders
held on
On
Forward-Looking Statements
This Current Report on Form 8-K and the attachments hereto contain forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties' ability to close the proposed transaction, the anticipated benefits of the proposed transaction, and the financial condition, results of operations, earnings outlook and prospects of the Company and/or HUB Security, and may include statements for the period following the consummation of the proposed transaction. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "future," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "seem," "should," "will," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the
management of the Company and HUB Security, as applicable, and are inherently
subject to uncertainties and changes in circumstances and their potential
effects and speak only as of the date of such statement. There can be no
assurance that future developments will be those that have been anticipated.
These forward-looking statements involve a number of risks, uncertainties or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those discussed
and identified in public filings made with the
· expectations regarding HUB Security's strategies and future financial
performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and HUB Security's ability to invest in growth initiatives and pursue acquisition opportunities;
· the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the transaction contemplated therein;
· the outcome of any legal proceedings that may be instituted against the
Company, HUB Security, theSurviving Company or others following announcement of the Business Combination Agreement and the transaction contemplated therein;
· the inability to complete the proposed transactions due to, among other things,
the failure to obtain certain governmental and regulatory approvals or to satisfy other conditions to closing, including delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the proposed transaction;
· the inability to obtain the financing necessary to consummate the proposed
transaction;
· changes to the proposed structure of the proposed transactions that may be
required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed transaction;
· the ability to meet stock exchange listing standards following the consummation
of the proposed transaction;
· the risk that the announcement and consummation of the proposed transaction
disrupts HUB Security's current operations and future plans;
· the lack of a third party valuation in determining whether or not to pursue the
proposed transaction;
· the ability to recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the ability of HUB Security to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
· costs related to the proposed transaction;
· limited liquidity and trading of the Company's and HUB Security's securities;
· geopolitical risk, including military action and related sanctions, and changes
in applicable laws or regulations;
· the possibility that the Company or HUB Security may be adversely affected by
other economic, business, and/or competitive factors;
· inaccuracies for any reason in the estimates of expenses and profitability and
projected financial information for HUB Security; and
· other risks and uncertainties set forth in the section entitled "Risk Factors"
and "Cautionary Note Regarding Forward-Looking Statements" in the Company's final prospectus relating to its initial public offering datedOctober 4, 2021 and the proxy statements filed onDecember 5, 2022 andDecember 9, 2022 .
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company and HUB Security prove incorrect, actual results may vary in material respects from those expressed or implied in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the proposed business combination or other matters addressed in this Current Report on Form 8-K and attributable to the Company, HUB Security or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company and HUB Security undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Amendment to Senior Promissory Note, effective as ofJanuary 3, 2023 , between theRegistrant and DC Rainier SPV LLC 99.1 Press Release datedJanuary 4, 2023 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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