Efrat Investments LLC v. Hub Cyber Security Ltd.

Aug 4, 2026
1:23-cv-05764

JUDGMENT APPROVING CLASS ACTION SETTLEMENT

WHEREAS, а consolidated class action is pending in this Court entitled In Re Hub Cyber Security Ltd., Master File No. 1:23-cv-05764-AS (the “Action“);

WHEREAS, (a) Court-appointed lead plaintiffs Aryeh Agam and Shimon Aharon (collectively, “Lead Plaintiffs“) and named plaintiffs Rodrigue Fodjo and Dustin Green (collectively, with Lead Plaintiffs, “Plaintiffs“), on behalf of themselves and the Settlement Class (defined below); and (b) defendants Hub Cyber Seсurity Ltd. (“Hub“) f/k/a Mount Rainier Acquisition Corp. (“Mount Rainier“), Eyal Moshe, Hugo Goldman, Uzi Moscovich a/k/a Azriel Moskovic, Zeev Zell, Moshe Raines, Manish Agarwal, Moti Franko, and Matthew Kearney (collectively, “Individual Defendants“; together with HUB, “Defendants“; and together with Plaintiffs, the “Parties“) have entered into a Stipulation and Agreement of Sеttlement dated December 9, 2025 (the “Stipulation“), that provides for a complete dismissal with prejudice of the claims asserted against Defendants in the Action on the terms and conditions set forth in the Stipulation, subject to the approval of this Court (the “Settlement“);

WHEREAS, unless otherwise defined in this Judgment, the capitalized terms herein shall have the same meaning as they have in the Stipulation;

WHEREAS, by Order dated December 10, 2025 (the “Preliminary Approval Order“), this Court: (a) preliminarily approved the Settlement; (b) certified the Settlement Class solely for purposes of effectuating the Settlement; (c) ordered that notice of the proposed Settlement be provided to potential Settlement Class Members; (d) provided Settlement Class Members with the opportunity either to exclude themselves from the Settlement Class or to object to the proposed Settlement; and (e) scheduled a hearing regarding final approval of the Settlement;

WHEREAS, duе and adequate notice has been given to the Settlement Class;

WHEREAS, the Court conducted a hearing on June 29, 2026 (the “Settlement Hearing“) to consider, among other things, (a) whether the terms and conditions of the Settlement are fair, reasonable and adequate to the Settlement Class, and should therefore be approved; and (b) whether a judgment should be entered dismissing the Action with prejudice as against the Defendants; and

WHEREAS, the Court having reviewed and considered the Stipulation, all papers filed and proceedings held herein in connection with the Settlement, ‍‌‌‌​​‌​‌​‌​‌‌​‌​‌‌‌‌‌‌​​‌​​​​‌​‌​​‌​‌‌‌​​​‌‌‌​​‌‍all oral and written comments received regarding the Settlemеnt, and the record in the Action, and good cause appearing therefor;

IT IS HEREBY ORDERED, ADJUDGED AND DECREED:

  1. Jurisdiction – The Court has jurisdiction over the subject matter of the Action, and all matters relating to the Settlement, as well as personal jurisdiction over all of the Parties and each of the Settlement Class Members.
  2. Incorporation of Settlement Documents – This Judgment incorporates and makes a part hereof: (a) the Stipulation filed with the Court on December 9, 2025; and (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed with the Court on May 22, 2026.
  3. Class Certification for Settlement Purposes – The Court hereby affirms its determinations in the Preliminary Approval Order certifying, for the purposes of the Settlement only, the Action as а class action pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of the Settlement Class consisting of all persons and entities that purchased or otherwise acquired publicly traded Hub Securities1 pursuant and/or traceable to the Offering Documents issued in connection with the business combination between Hub Cyber Security (Israel) Ltd. (“Legacy Hub“) and Mount Rainier, which was announced on March 23, 2022 and closed on February 28, 2023, and were damaged thereby. Only investors who purchased or acquired Hub Securities pursuant or traceable to the Offering Documents (i.e., from March 1, 2023 through July 31, 2023, both dates inclusive) are eligible for recovery undеr the Settlement. For purposes of this settlement only, an investor is deemed to have purchased or otherwise acquired Hub Securities issued pursuant to the Offering Documents if an investor‘s Mount Rainier securities or Legacy Hub securities were converted into Hub Securities on or about March 1, 2023 as part of the business сombination, even though the Legacy Hub securities were not registered in the Offering Documents. Excluded from the Settlement Class are: (a) persons and entities that suffered no compensable losses; and (b)(i) Defendants; (ii) any person who served as a partner, control person, officer, and/or director of Hub or Mount Rainier between February 10, 2021 and July 31, 2023, both dates inclusive, and members of their immediate families; (iii) present and former parents, subsidiaries, assigns, successors, affiliates, and predecessors of Hub or Mount Rainier; (iv) any entity in which the Defendants have or had a controlling interest; (v) any trust of which an Individual Defendant is the settler or whiсh is for the benefit of an Individual Defendant and/or member(s) of their immediate families; (vi) Defendants’ D&O Insurers; and (vii) the legal representatives, heirs, successors, and assigns ‍‌‌‌​​‌​‌​‌​‌‌​‌​‌‌‌‌‌‌​​‌​​​​‌​‌​​‌​‌‌‌​​​‌‌‌​​‌‍of any person or entity excluded under provisions (i) through (vi) hereof.2 For the avoidance of doubt, DC Rainier SPV LLC is not a member of the Settlement Class.
  4. Adequacy of Representation – Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of the Settlement only, the Court hereby affirms its determinations in the Preliminary Approval Order certifying Plaintiffs as Class Representatives for the Settlement Class and appointing Lead Counsel as Class Counsel for the Settlement Class. Plaintiffs and Lead Counsel have fairly and adеquately represented the Settlement Class both in terms of litigating the Action and for purposes of entering into and implementing the Settlement and have satisfied the requirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively.
  5. Notice – The Court finds that the mailing of the Postcard Notice or emailing of a link to the Notice and Claim Form (collectively, the “Notice Packet“), the online рosting of the Notice, and the publication of the Summary Notice: (a) were implemented in accordance with the Preliminary Approval Order; (b) constituted the best notice practicable under the circumstances; (c) constituted notice that was reasonably calculated, under the circumstanсes, to apprise Settlement Class Members of (i) the pendency of the Action; (ii) the effect of the proposed Settlement (including the Releases to be provided thereunder); (iii) Lead Counsel‘s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses; (iv) their right to object to any asрect of the Settlement, the Plan of Allocation and/or Lead Counsel‘s motion for attorneys’ fees and reimbursement of Litigation Expenses; (v) their right to exclude themselves from the Settlement Class; and (vi) their right to appear at the Settlement Hearing; (d) constituted due, adequate, and sufficient notice to all pеrsons and entities entitled to receive notice of the proposed Settlement; and (e) satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, Due Process Clause of the United States Constitution, and the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 77z-1, as amended.
  6. Final Settlement Approval and Dismissal of Claims – Pursuant to, and in accordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby fully аnd finally approves the Settlement set forth in the Stipulation in all respects (including, without limitation: the amount of the Settlement; the Releases provided for therein; and the dismissal with prejudice of the claims asserted against Defendants in the Action), and finds that the Settlement is, in all respects, fair, reasonable and adequate to the Settlement Class. The Parties are directed to implement, perform and consummate the Settlement in accordance with the terms and provisions contained in the Stipulation.
  7. The Action and all of the claims asserted against Defendants in the Action by Plaintiffs and the other Settlement Class Members are hereby dismissed with prejudice. The Parties shall bear their own costs and expenses, except as otherwise expressly provided in the Stipulation.
  8. Binding Effect – The terms of the Stipulation and of this Judgment shall be forever binding on Defendants, Plaintiffs and all other Settlement Class Members (regardless of whether or not any individual Settlemеnt Class Member submits a Claim Form or seeks or obtains a distribution from the Net Settlement Fund), as well as their respective successors and assigns.
  9. Releases – The Releases set forth in paragraphs 5 and 6 of the Stipulation, together with the definitions contained in paragraph 1 of the Stipulation relating thereto, ‍‌‌‌​​‌​‌​‌​‌‌​‌​‌‌‌‌‌‌​​‌​​​​‌​‌​​‌​‌‌‌​​​‌‌‌​​‌‍are expressly incorporated herein in all respects. The Releases are effective as of the Effective Date. Accordingly, this Court orders that:
    1. Without further action by anyone, and subject to paragraph 10 below, upon the Effective Date of the Settlement, Plaintiffs and the other members of the Settlement Class, on behalf of themselves, and on behalf of any other person or entity legally entitled to bring Released Plaintiffs’ Claims on behalf of the respective Settlement Class Member in such capacity only, shall be deemed to have, and by operation of law and of the judgment shall have, fully, finally, and forever released each and every Released Plaintiffs’ Claim against the Defendants and the other Released Defendants’ Parties, and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims. This Release shall not apply to any of the Excluded Claims (as that term is defined in paragraph 1(r) of the Stipulation).
    2. Without further action by anyone, and subject to paragraph 10 below, upon the Effective Date of the Settlement, Defendants, and any person or entity that can assert claims on their behalf, in such capacity only, shall be deemed to have, and by operation of law and of the judgment shall hаve, fully, finally, and forever released each and every Released Defendants’ Claim against Plaintiffs and the other Released Plaintiffs’ Parties, and shall forever be barred and enjoined from prosecuting any or all of the Released Defendants’ Claims against any of the Released Plaintiffs’ Parties. This Release shall not apply to any of the Excluded Claims (as that term is defined in paragraph 1(r) of the Stipulation).
  10. Notwithstanding paragraphs 9(a) – (b) above, nothing in this Judgment shall bar any action by any of the Parties to enforce or effectuate the terms of the Stipulation or this Judgment
  11. Rule 11 Findings – The Court finds and concludes that the Parties and their resрective counsel have complied in all respects with the requirements of Rule 11 of the Federal Rules of Civil Procedure in connection with the institution, prosecution, defense, and settlement of the Action.
  12. No Admissions – Neither this Judgment, the Term Sheet, the Stipulation (whether or not consummated), including the exhibits thereto and the Plan of Allocation contained therein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of the Term Sheet and the Stipulation, nor any proceedings taken pursuant to or in connection with the Term Sheet, the Stipulation and/or approval of the Settlement (including any arguments proffered in connection therewith):
    1. shall be offered against any of the Released Defendants’ Parties as evidence of, or construed as, or deemed to be evidence of any presumption, concession, or admission by any of the Released Dеfendants’ Parties with respect to the truth of any fact alleged by Plaintiffs or the validity ‍‌‌‌​​‌​‌​‌​‌‌​‌​‌‌‌‌‌‌​​‌​​​​‌​‌​​‌​‌‌‌​​​‌‌‌​​‌‍of any claim that was or could have been asserted or the deficiency of any defense that has been or could have been asserted in this Action or in any other litigation, or of any liability, negligence, fault, or other wrongdoing of any kind of any of the Released Defendants’ Parties or in any way referred to for any other reason as against any of the Released Defendants’ Parties, in any civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the prоvisions of the Stipulation;
    2. shall be offered against any of the Released Plaintiffs’ Parties, as evidence of, or construed as, or deemed to be evidence of any presumption, concession or admission by any of the Released Plaintiffs’ Parties that any of their claims are without merit, that any of the Releаsed Defendants’ Parties had meritorious defenses, or that damages recoverable under the Complaint would not have exceeded the Settlement Amount or with respect to any liability, negligence, fault or wrongdoing of any kind, or in any way referred to for any other reason as against any of the Releasеd Plaintiffs’ Parties, in any civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; or
    3. shall be construed against any of the Releasees as an admission, concession, or presumption that the consideration to be given under the Settlement represents the amount which could be or would have been recovered after trial; provided, however, that the Parties and the Releasees and their respective counsel may refer to this Judgment and the Stipulation to effectuate the protections from liability granted hereunder and thereunder or otherwise to enforce the terms of the Settlement.
  13. Retention of Jurisdiction – Without affecting the finality of this Judgment in any way, this Court retains continuing and exclusive jurisdiction over: (a) the Parties for purposes of the administration, interpretation, implementation and enforcement of the Settlement; (b) the disposition of the Settlement Fund; (c) any motion for an award of attorneys’ fees and/or Litigation Expenses by Lead Counsel in the Action that will be paid from the Settlement Fund; (d) any motion to approve the Plan of Allocation; (e) any motion to approve the Class Distribution Order; and (f) the Settlement Class Members for all matters relating tо the Action.
  14. Separate orders shall be entered regarding approval of a plan of allocation and the motion of Lead Counsel for an award of attorneys’ fees and reimbursement of Litigation Expenses. Such orders shall in no way affect or delay the finality of this Judgment and shall not affect or dеlay the Effective Date of the Settlement.
  15. Modification of the Agreement of Settlement – Without further approval from the Court, Plaintiffs and Defendants are hereby authorized to agree to and adopt such amendments or modifications of the Stipulation or any exhibits attached thereto to effectuate the Settlement that: (a) are not materiаlly inconsistent with ‍‌‌‌​​‌​‌​‌​‌‌​‌​‌‌‌‌‌‌​​‌​​​​‌​‌​​‌​‌‌‌​​​‌‌‌​​‌‍this Judgment; and (b) do not materially limit the rights of Settlement Class Members in connection with the Settlement. Without further order of the Court, Plaintiffs and Defendants may agree to reasonable extensions of time to carry out any provisions of the Settlement.
  16. Termination of Settlement – If the Settlement is terminated as provided in the Stipulation or the Effective Date of the Settlement otherwise fails to occur, this Judgment shall be vacated, rendered null and void and be of no further force and effect, except as otherwise provided by the Stipulation, and this Judgment shall be without prejudice to the rights of Plaintiffs, the other Settlement Class Members and Defendants, and the Parties shall revert to their respective positions in the Action as of October 9, 2025, as provided in the Stipulation.
  17. Entry of Final Judgment – There is no just reason to delay the entry of this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court is expressly directed to immediately enter this final judgment in this Action and related action 1:23-cv-06668-AS and to clоse both cases.

SO ORDERED this fourth day of August, 2026.

THE HONORABLE ARUN SUBRAMANIAN

UNITED STATES DISTRICT JUDGE

Notes

1
“Hub Securities” means the publicly traded shares of Hub common stock.
2
For the avoidance of doubt, “affiliates” are persons or entities that directly, or indirectly through one or more intermediaries, control, are controlled by or are under common control with Hub, or one of the Individual Defendants.