Correspondence 0001104659-22-124026 from Hub Cyber Security Ltd. (HUBC)
Hub Cyber Security Ltd.
Date: Dec. 2, 2022 · CIK: 0001905660 · Accession: 0001104659-22-124026
AI Filing Summary & Sentiment
File numbers found in text: 333-267035
Referenced dates: November 30, 2022
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CORRESP
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99 Bishopsgate
London EC2M 3XF
United Kingdom
Tel: +44(0)20.7710.1000 Fax: +44(0)20.7374.4460
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
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Boston
New York
Brussels
Orange County
Century City
Paris
December 2, 2022
Chicago
Riyadh*
Dubai
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Düsseldorf
San Francisco
Frankfurt
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Houston
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London
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Washington, D.C.
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention:
Kathryn Jacobson
Robert Littlepage
Austin Pattan
Joshua Shainess
Re:
Hub Cyber Security (Israel) Ltd.
Amendment No. 2 to Registration Statement on Form F-4
Submitted November 17, 2022
File No. 333-267035
Ladies and Gentlemen:
On behalf of Hub Cyber Security
(Israel) Ltd. (the “Company”), we submit this letter setting forth the responses of the Company to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated November 30, 2022 (the “Comment Letter”) with respect to the Amendment No. 2 to
the Registration Statement on Form F-4 filed with the Commission by the Company on November 17, 2022 (the “Amendment No. 2”).
Concurrently with the filing of this letter, the Company is hereby submitting the Amendment No. 3 to the Registration Statement (the “Amendment
No. 3”) through EDGAR.
Latham & Watkins
is the business name of Latham & Watkins (London) LLP, a registered limited liability partnership organised under the laws of New
York and authorised and regulated by the Solicitors Regulation Authority (SRA No. 203820). A list of the names of the partners of Latham
& Watkins (London) LLP is open to inspection at its principal place of business, 99 Bishopsgate, London EC2M 3XF, and such persons
are either solicitors, registered foreign lawyers, or managers authorised by the SRA. We are affiliated with the firm Latham & Watkins
LLP, a limited liability partnership organised under the laws of Delaware.
*In cooperation with the Law Firm of
Salman M. Al-Sudairi LLC
December 2, 2022
Page 2
For reference purposes, the
text of the Comment Letter has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references
in the descriptions of the Staff’s comments refer to Amendment No. 2 and page references in the responses refer to the Amendment
No. 3. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in the Amendment No. 3.
Amendment
No. 2 to Registration Statement on Form F-4
Unaudited Pro Forma
Condensed Combined Financial Information
Introduction, page
175
1. Please update your presentation of the unaudited pro forma condensed combined statement of operations to combine RNER's unaudited
historical statement of operations for the nine months ended September 30, 2022 with HUB Security's unaudited historical consolidated
statement of operations for the trailing nine months ended June 30, 2022. Give pro forma effect to the Transaction and related transactions
as if they had occurred on January 1, 2021. Please also include the necessary adjustments so that Hub Security's trailing nine month period
would reflect nine months of operations for Comsec.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that since the Company is a foreign private issuer
that is filing a Form F-4, despite RNER being a U.S. domestic registrant, the Company has followed the guidance set out in Section
6220.8 of the Division of Corporation Finance’s Financial Reporting Manual, which states that “[t]he age of the pro
forma financial information included in a registration statement is based on the age of financial statements requirement applicable
to the registrant. If a foreign private issuer files a Form F-4 and the target company is a U.S. domestic registrant, the age of the
pro forma information may be determined by reference to Item 8 of Form 20-F.” The Company respectfully confirms that it is a
foreign private issuer and that the periods presented in the pro forma condensed combined statement of operations included in the
Amendment No. 3 are in compliance with the financial statement age requirements in Item 8 of Form 20-F, which requires inclusion
of unaudited interim financial statements for a period covering the first six months of the financial year if the registration
statement is dated more than nine months after the end of the last audited financial year.
2. Please update the unaudited pro forma condensed combined statement of financial position to combine RNER's unaudited historical
balance sheet as of September 30, 2022 with HUB Security's unaudited historical statement of financial position as of June 30, 2022, assuming
that the Transaction occurred on September 30, 2022. Further, revise your presentation to give effect to HUB Security's Investment Agreement
with certain investors as disclosed on page F-78.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that since the Company is a foreign private issuer
that is filing a Form F-4, despite RNER being a U.S. domestic registrant, the Company has followed the guidance set out in Section
6220.8 of the Division of Corporation Finance’s Financial Reporting Manual, which states that “[t]he age of the pro
forma financial information included in a registration statement is based on the age of financial statements requirement applicable
to the registrant. If a foreign private issuer files a Form F-4 and the target company is a U.S. domestic registrant, the age of the
pro forma information may be determined by reference to Item 8 of Form 20-F.” The Company respectfully confirms that it is a
foreign private issuer and that the periods presented in the pro forma condensed combined statement of financial position included
in the Amendment No. 3 are in compliance with the financial statement age requirements in Item 8 of Form 20-F, which requires
inclusion of unaudited interim financial statements for a period covering the first six months of the financial year if the
registration statement is dated more than nine months after the end of the last audited financial year.
December 2, 2022
Page 3
Ownership Table, page
180
3. Please update the ownership table to include the shares underlying the Investment Agreements disclosed on page F-78.
Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the ownership table on page 180 of the Amendment
No. 2 has included the shares underlying the Investment Agreements disclosed on page F-78. The Company has revised the disclosure on page
180 to further clarify this.
Consolidated Financial
Statements of HUB Cyber Security (Israel) Ltd.
Notes to Consolidated
Financial Statements
Note 6: Significant
Events On and After the Reporting Date, page F-76
4. Refer to Note 6(g) on page F-78. Please disclose the vesting and settlement terms of the warrants and/or the underlying ordinary
shares, issued in the Investment Agreements.
Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page F-78.
* * *
December 2, 2022
Page 4
We hope the foregoing answers
are responsive to your comments. Please do not hesitate to contact me by telephone at +44.20.7710.4130 with any questions or comments
regarding this correspondence.
Very truly yours,
/s/ Michael J. Rosenberg
Michael J. Rosenberg
of LATHAM & WATKINS LLP
cc:
Eyal Moshe, Hub Cyber Security (Israel) Ltd.
Hugo Goldman, Hub Cyber Security
(Israel) Ltd.
Ryan Lynch, Latham & Watkins
LLP