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United States securities and exchange commission logo
November 8, 2022
Eyal Moshe
Chief Executive Officer
Hub Cyber Security (Israel) Ltd.
17 Rothchild Blvd
Tel Aviv, Israel 6688120
Re: Hub Cyber Security
(Israel) Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed October 18,
2022
File No. 333-267035
Dear Eyal Moshe:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 23, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed October 18,
2022
Put and Call Option Agreement, page 4
1. State clearly that the
Put and Call Option Agreement is designed to protect only the Initial
Stockholders, and that
only the Initial Stockholders will derive all of the benefits of the
agreement.
2. We note that the
purchase price pursuant to the terms of the Put and Call Option
Agreement contemplates
a $10 maximum price because it is approximately equal to the
price that a public
stockholder would receive if it chose to redeem a RNER share in
connection with the
Business Combination. Please provide your analysis demonstrating
how this agreement
complies with Rule 14e-5, considering the possibility that this price
could be higher than
the redemption price.
Eyal Moshe
Hub Cyber Security (Israel) Ltd.
November 8, 2022
Page 2
Unaudited Prospective Financial Information of HUB Security, page 98
3. Please revise to further quantify each material assumption that formed
the basis for the
Updated Projections. Your disclosure of these assumptions should provide
investors with
all material information necessary to demonstrate how Hub Security's
management
ultimately arrived at the revenue, gross profit, and adjusted EBITDA
values set forth in
the projections. For example, quantify the assumed number or value of new
material
contracts and the amount of churn or maintenance of existing contracts.
Additionally, revise to confirm that the list of assumptions provided on
pages 101 through
103 encompasses all material assumptions underlying each set of
projections.
4. We note that Hub Security assumed the conversions of certain trials and
product pipeline
into projected revenues. Please disclose the basis or provide support for
the parties' belief
that such trials or pipeline customers will result in significant revenue
increases.
Additionally, provide more detail throughout the registration statement
regarding the
$20.5 million purchase order signed for Hub Security's Confidential
Computing Solutions
and the $500 million contracts referenced on page 101. Describe any
contingencies or
uncertainty associated with such purchase orders or contracts.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Austin
Pattan, Staff
Attorney, at (202) 551-6756 or Joshua Shainess, Legal Branch Chief, at (202)
551-7951 with any
other questions.
Sincerely,
FirstName LastNameEyal Moshe
Division of
Corporation Finance
Comapany NameHub Cyber Security (Israel) Ltd.
Office of
Technology
November 8, 2022 Page 2
cc: Michael J. Rosenberg
FirstName LastName