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 March 31, 2026

☐ 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, $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 May 14, 2026, 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 MARCH 31, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		1
Condensed Statement of Operations for the three months ended March 31, 2026 (Unaudited)		2
Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 (Unaudited)		3
Condensed Statement of Cash Flows for the three months ended March 31, 2026 (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		21
Item 4. Controls and Procedures		21
Part II. Other Information
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults Upon Senior Securities		23
Item 4. Mine Safety Disclosures		23
Item 5. Other Information		23
Item 6. Exhibits		23
Part III. Signature		24

	March 31, 2026			December 31, 2025
	(Unaudited)

Assets
Current assets
Cash	$	732,517		$	900,356
Due from Sponsor		—			25,000
Prepaid expenses		164,938			108,026
Total current assets		897,455			1,033,382
Long-term prepaid insurance		34,771			58,548
Marketable securities held in Trust Account		235,572,600			233,610,896
Total Assets	$	236,504,826		$	234,702,826

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	223,007		$	94,142
Accrued offering costs		75,000			75,000
Total current liabilities		298,007			169,142
Deferred underwriting fee		9,200,000			9,200,000
Total Liabilities		9,498,007			9,369,142

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 approximately $10.24 and $10.16 per share as of March 31, 2026 and December 31, 2025, respectively		235,572,600			233,610,896

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of March 31, 2026 and December 31, 2025		—			—
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) as of March 31, 2026 and December 31, 2025		66			66
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,566,422	)		(8,277,853	)
Total Shareholders’ Deficit		(8,565,781	)		(8,277,212	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	236,504,826		$	234,702,826

General and administrative costs	$	288,569
Loss from operations		(288,569	)

Other income:
Interest earned on marketable securities held in Trust Account		1,961,704
Total other income		1,961,704

Net income	$	1,673,135

Weighted average shares outstanding, Class A ordinary shares		23,660,000

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

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

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

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2026		660,000	$	66		5,750,000	$	575	$	—	$	(8,277,853	)	$	(8,277,212	)

Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—		(1,961,704	)		(1,961,704	)

Net income		—		—		—		—		—		1,673,135			1,673,135

Balance – March 31, 2026 (unaudited)		660,000	$	66		5,750,000	$	575	$	—	$	(8,566,422	)	$	(8,565,781	)

Cash Flows from Operating Activities:
Net income	$	1,673,135
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,961,704	)
Changes in operating assets and liabilities:
Prepaid expenses		(56,912	)
Long-term prepaid insurance		23,777
Accounts payable and accrued expenses		128,865
Net cash used in operating activities		(192,839	)

Cash Flows from Financing Activities:
Due from Sponsor		25,000
Net cash provided by financing activities		25,000

Net Change in Cash		(167,839	)
Cash – Beginning of period		900,356
Cash – End of period	$	732,517

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(2,725,500	)
Public Shares issuance costs		(14,251,469	)
Plus:
Accretion of carrying value to redemption value		20,587,865
Class A ordinary shares subject to possible redemption, December 31, 2025		233,610,896
Accretion of carrying value to redemption value		1,961,704
Class A ordinary shares subject to possible redemption, March 31, 2026	$	235,572,600

	For the Three Months Ended March 31, 2026
	Class A		Class B
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income	$	1,346,017	$	327,118
Denominator:
Basic weighted average shares outstanding		23,660,000		5,750,000
Basic and diluted net income per ordinary share	$	0.06	$	0.06

	Level		March 31, 2026		December 31, 2025
Assets:
Marketable securities held in Trust Account		1	$	235,572,600	$	233,610,896

	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	%

	March 31, 2026		December 31, 2025
Cash	$	732,517	$	900,356
Marketable securities held in Trust Account	$	235,572,600	$	233,610,896

	For the Three Months Ended March 31, 2026
General and administrative costs	$	288,569
Interest earned on marketable securities held in Trust Account	$	1,961,704

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: May 14, 2026	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.