HUB Cyber Security (HUBC) SC 13D/AHub Cyber Security / Dominion Capital L.L.C. ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D initially filed by (i) Dominion Capital LLC, a Connecticut limited liability company (“Dominion”), (ii) DC Rainier SPV LLC, a Delaware limited liability company (“DC Rainier”), (iii) Dominion Capital Holdings LLC, a Delaware limited liability company (“Dominion Holdings”), (iv) Mikhail Gurevich and (v) Gennadiy Gurevich (collectively, the “Reporting Persons”) with the U.S. Securities and Exchange Commission (the “SEC”) on March 18, 2024 (the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. This Amendment No. 1 and the Schedule 13D relates to the ordinary shares, no par value per share, of HUB Cyber Security Ltd. (the “Ordinary Shares”), a company organized under the laws of the State of Israel (the “Issuer”).

The information contained in “Item 1. Security and Issuer” of the Schedule 13D is not being amended by this Amendment No. 1.

The information contained in “Item 2. Identity and Background” of the Schedule 13D is not being amended by this Amendment No. 1.

The information contained in “Item 3. Source and Amount of Funds or Other Consideration” of the Schedule 13D is not being amended by this Amendment No. 1.

The information contained in “Item 4. Purpose of Transaction” of the Schedule 13D is being supplemented by this Amendment No. 1 as set forth below:

As previously disclosed in the Schedule 13D, on February 14, 2024, Dominion commenced insolvency proceedings under section 10 of the Israeli Insolvency and Financial Rehabilitation Law 5778-2018, by providing notice to the Company of Dominion’s intent to file a motion to initiate such proceedings.

On April 10, 2024, in furtherance thereof and following the Issuer’s failure to respond to the aforementioned notice or remit the required payments, Dominion filed a motion to commence insolvency proceedings with the Tel Aviv District Court as a result of the Issuer’s failure to repay its debts to certain Reporting Persons and others creditors in the ordinary course and in accordance with certain contractual obligations, as further disclosed in Item 4 of the Schedule 13D. Dominion is seeking all of its rights afforded under the Israeli Insolvency and Financial Rehabilitation Law.

The information contained in subsections (a), (b) and (c) of “Item 5. Interest in Securities of the Issuer” of the Schedule 13D is being amended and restated by this Amendment No. 1 as set forth below:

As of the date of this Amendment No. 1, DC Rainier directly holds warrants to purchase up to an aggregate of 39,322 Ordinary Shares at $127.90 per whole share, subject to a 9.9% beneficial ownership limitation provision in the Warrant Agreement, representing approximately 0.4% of the outstanding Ordinary Shares. Dominion is the manager of DC Rainier. Dominion Holdings is the manager of Dominion. Mikhail Gurevich and Gennadiy Gurevich are each managing members of Dominion Holdings. As such, such persons may be deemed to beneficially own, and have shared voting and dispositive power with DC Rainier over, the Ordinary Shares, including those underlying such warrants, directly held by DC Rainier. 

The information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” of the Schedule 13D is not being amended by this Amendment No. 1.

The information contained in “Item 7. Material to Be Filed as Exhibits” of the Schedule 13D is being supplemented by this Amendment No. 1 to add the following exhibits:

Exhibit 99.6 – Motion to Commence Proceedings against HUB Cyber Security Ltd., filed by Dominion Capital LLC on April 10, 2024 (in Hebrew, with partial English translation attached).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 10, 2024