HUB Cyber Security (HUBC) CORRESPCorrespondence with SEC

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

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 8, 2022 (the “Comment Letter”) with respect to the Amendment No. 1 to the Registration Statement on Form F-4 filed with the Commission by the Company on October 18, 2022 (the “Amendment No. 1”). Concurrently with the filing of this letter, the Company is hereby submitting the Amendment No. 2 to the Registration Statement (the “Amendment No. 2”) 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

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. 1 and page references in the responses refer to the Amendment No. 2. Unless otherwise indicated, capitalized terms herein will have the meanings assigned to them in the Amendment No. 2.

Amendment No. 1 to Registration Statement on Form F-4

Put and Call Option Agreement, page 4

Response:         The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5, 70 and 124.

Response:         The Company respectfully acknowledges the Staff’s comment and advises the Staff that parties to the Put and Call Option Agreement (the “Agreement”) had not intended for the maximum purchase price to be higher than the redemption price. In response to the Staff’s comment, the parties to the Agreement have amended it to clarify that the purchase price per share in the event that the put option becomes exercisable will be the lowest of (i) $10, (ii) the per-share redemption price that a public stockholder would receive if such stockholder chose to redeem a RNER share in connection with the Business Combination and (iii) the closing price of HUB Security’s ordinary shares on the day after the consummation of the Business Combination Agreement. The Company has also revised the disclosure on pages 5, 70 and 125 to reflect such amendment. As such, the Company believes that the Agreement is in compliance with Compliance and Disclosure Interpretation (“CD&I”) Question 166.01, where the Staff stated that “For policy reasons… the [S]taff will not object to purchases by the SPAC sponsor or its affiliates outside of the redemption offer as long as the following conditions are satisfied” whereby one of the parameters set forth in the CD&I is that “the SPAC sponsor or its affiliates will purchase the SPAC securities at a price no higher than the price offered through the SPAC redemption process”.

Unaudited Projected Financial Information of HUB Security, page 98

Response:         The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 101 and 102. On the basis of the revised disclosures, the Company respectfully submits that it has discussed all material assumptions underlying the Updated Projections and that it has provided all material information underlying the assumptions to the extent such information does not cause competitive harm. Where possible, the Company has provided additional disclosures to aid investors in assessing the Company, the industry it operates in and the Business Combination.

Response:         The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 100, 101, 102 and 146.

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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.