UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42798

HIGHVIEW MERGER CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1615 South Congress Ave., Suite 103 Delray Beach, Florida		33445
(Address of principal executive offices)		(Zip Code)

(561) 826-6050

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	HVMCU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	HVMC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	HVMCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 13, 2025, there were 23,660,000 Class A Ordinary Shares, $0.0001 par value and 5,750,000 Class B Ordinary Shares, $0.0001 par value, issued and outstanding.

HIGHVIEW MERGER CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheet as of September 30, 2025 (Unaudited)		1
Condensed Statements of Operations for the three months ended September 30, 2025 and for the period from April 16, 2025 (Inception) through September 30, 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended September 30, 2025 and for the period from April 16, 2025 (Inception) through September 30, 2025 (Unaudited)		3
Condensed Statement of Cash Flows for the period from April 16, 2025 (Inception) through September 30, 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
Item 4. Controls and Procedures		19
Part II. Other Information
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		21
Part III. Signature		22

Assets
Current assets
Cash	$	1,029,296
Due from Sponsor		25,000
Prepaid expenses		136,704
Total current assets		1,191,000
Long-term prepaid insurance		82,325
Marketable securities held in Trust Account		231,311,175
Total Assets	$	232,584,500

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	28,290
Accrued offering costs		75,000
Total current liabilities		103,290
Deferred underwriting fee		9,200,000
Total Liabilities		9,303,290

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 23,000,000 shares at redemption value of $10.06 per share		231,311,175

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 660,000 shares issued and outstanding (excluding 23,000,000 shares subject to possible redemption)		66
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		—
Accumulated deficit		(8,030,606	)
Total Shareholders’ Deficit		(8,029,965	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	232,584,500

	For the Three Months Ended September 30,			For the Period from April 16, 2025 (Inception) Through September 30,
	2025			2025
General and administrative costs	$	168,303		$	215,071
Loss from operations		(168,303	)		(215,071	)

Other income (expense):
Compensation expense		(154,700	)		(154,700	)
Interest earned on marketable securities held in Trust Account		1,311,175			1,311,175
Other income, net		1,156,475			1,156,475

Net income	$	988,172		$	941,404

Weighted average shares outstanding, Class A ordinary shares		12,480,000			6,800,479

Basic net income per share, Class A ordinary shares	$	0.06		$	0.08

Weighted average shares outstanding, Class A ordinary shares		12,480,000			6,800,479

Diluted net income per share, Class A ordinary shares	$	0.05		$	0.08

Weighted average shares outstanding, Class B ordinary shares		5,395,604			5,215,569

Basic net income per share, Class B ordinary shares	$	0.06		$	0.08

Weighted average shares outstanding, Class B ordinary shares		5,750,000			5,408,683

Diluted net income per share, Class B ordinary shares	$	0.05		$	0.08

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance — April 16, 2025 (inception)		—	$	—		—	$	—	$	—		$	—		$	—

Class B ordinary shares issued to Sponsor		—		—		5,750,000		575		24,425			—			25,000

Net loss		—		—		—		—		—			(46,768	)		(46,768	)

Balance – June 30, 2025		—		—		5,750,000		575		24,425			(46,768	)		(21,768	)

Sale of 660,000 Private Placement Units		660,000		66		—		—		6,599,934			—			6,600,000

Fair value of Public Warrants at issuance		—		—		—		—		2,725,500			—			2,725,500

Allocated value of transaction costs to Class A shares		—		—		—		—		(188,765	)		—			(188,765	)

Fair value of founder Shares assigned to directors		—		—		—		—		155,040			—			155,040

Accretion for common stock to redemption amount		—		—		—		—		(9,316,134	)		(8,972,010	)		(18,288,144	)

Net income		—		—		—		—		—			988,172			988,172

Balance – September 30, 2025		660,000	$	66		5,750,000	$	575	$	—		$	(8,030,606	)	$	(8,029,965	)

Cash Flows from Operating Activities:
Net income	$	941,404
Adjustments to reconcile net income to net cash used in operating activities:
Payment of operating expenses through issuance of Class B ordinary shares		25,000
Payment of general and administrative costs through promissory note – related party		2,550
Interest earned on marketable securities held in Trust Account		(1,311,175	)
Compensation expense		154,700
Changes in operating assets and liabilities:
Prepaid expenses		(136,704	)
Long-term prepaid insurance		(82,325	)
Accounts payable and accrued expenses		28,290
Net cash used in operating activities		(378,260	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(230,000,000	)
Net cash used in investing activities		(230,000,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		225,400,000
Proceeds from sale of Private Placement Units		6,600,000
Consideration paid by directors in exchange for the assignment of Sponsor’s membership interest in founder shares		340
Due from Sponsor		(25,000	)
Proceeds from promissory note - related party		116,000
Repayment of promissory note - related party		(118,550	)
Payment of offering costs		(565,234	)
Net cash provided by financing activities		231,407,556

Net Change in Cash		1,029,296
Cash – Beginning of period		—
Cash – End of period	$	1,029,296

Non-cash investing and financing activities:
Offering costs included in accrued offering costs	$	75,000
Deferred underwriting fee payable	$	9,200,000

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(2,725,500	)
Public Shares issuance costs		(14,251,469	)
Plus:
Remeasurement of carrying value to redemption value		16,976,969
Class A ordinary shares subject to possible redemption, August 13, 2025		230,000,000
Plus:
Remeasurement of carrying value to redemption value		1,311,175
Class A ordinary shares subject to possible redemption, September 30, 2025	$	231,311,175

	For the Three Months Ended September 30,				For the Period from April 16, 2025 (Inception) Through September 30,
	2025				2025
	Class A		Class B		Class A		Class B
Basic net income per ordinary share
Numerator:
Allocation of net income	$	689,900	$	298,272	$	532,787	$	408,617
Denominator:
Basic weighted average shares outstanding		12,480,000		5,395,604		6,800,479		5,215,569
Basic net income per ordinary share	$	0.06	$	0.06	$	0.08	$	0.08

	For the Three Months Ended September 30,				For the Period from April 16, 2025 (Inception) Through September 30,
	2025				2025
	Class A		Class B		Class A		Class B
Diluted net income per ordinary share
Numerator:
Allocation of net income	$	676,489	$	311,683	$	524,360	$	417,044
Denominator:
Diluted weighted average shares outstanding		12,480,000		5,750,000		6,800,479		5,408,683
Diluted net income per ordinary share	$	0.05	$	0.05	$	0.08	$	0.08

	Level		September 30, 2025
Assets:
Marketable securities held in Trust Account		1	$	231,311,175

	August 13, 2025
Underlying stock price	$	9.90
Exercise price	$	11.50
Volatility		4.00	%
Remaining term (years)		7.01
Risk-free rate		3.90	%

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	HIGHVIEW MERGER CORP.

Date: November 13, 2025	By:	/s/ David Boris
	Name:	David Boris
	Title:	Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer and Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Highview Merger Corp.