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 June 30, 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 August 11, 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 JUNE 30, 2026

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and for the Period from April 16, 2025 (Inception) through June 30, 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and for the Period from April 16, 2025 (Inception) through June 30, 2025 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period from April 16, 2025 (Inception) through June 30, 2025		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

	June 30, 2026			December 31, 2025
	(Unaudited)
Assets
Current assets
Cash	$	646,331		$	900,356
Due from Sponsor		—			25,000
Prepaid expenses		140,445			108,026
Total current assets		786,776			1,033,382
Long-term prepaid insurance		10,994			58,548
Marketable securities held in Trust Account		237,697,768			233,610,896
Total Assets	$	238,495,538		$	234,702,826

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	321,394		$	94,142
Accrued offering costs		75,000			75,000
Total current liabilities		396,394			169,142
Deferred underwriting fee		9,200,000			9,200,000
Total Liabilities		9,596,394			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 $10.33 and $10.16 per share as of June 30, 2026 and December 31, 2025, respectively		237,697,768			233,610,896

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 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 June 30, 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 June 30, 2026 and December 31, 2025		575			575
Additional paid-in capital		—			—
Accumulated deficit		(8,799,265	)		(8,277,853	)
Total Shareholders’ Deficit		(8,798,624	)		(8,277,212	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	238,495,538		$	234,702,826

	For the Three Months Ended June 30,			For the Six Months Ended June 30,			For the Period from April 16, 2025 (Inception) through June 30,
	2026			2026			2025
General and administrative costs	$	232,843		$	521,412		$	46,768
Loss from operations		(232,843	)		(521,412	)		(46,768	)

Other income:
Interest earned on marketable securities held in Trust Account		2,125,168			4,086,872			—
Other income, net		2,125,168			4,086,872			—

Net income (loss)	$	1,892,325		$	3,565,460		$	(46,768	)

Weighted average shares outstanding, Redeemable Class A ordinary shares		23,000,000			23,000,000			—

Basic net income per share, Redeemable Class A ordinary shares	$	0.06		$	0.12		$	—

Weighted average shares outstanding, Redeemable Class A ordinary shares		23,000,000			23,000,000			—

Diluted net income per share, Redeemable Class A ordinary shares	$	0.06		$	0.12		$	—

Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		6,410,000			6,410,000			5,000,000	⁽¹⁾

Basic net income (loss) per share, Non-redeemable Class A and Class B ordinary shares	$	0.06		$	0.12		$	(0.01	)

Weighted average shares outstanding, Non-redeemable Class A and Class B ordinary shares		6,410,000			6,410,000			5,000,000	⁽¹⁾

Diluted net income (loss) per share, Non-redeemable Class A and Class B ordinary shares	$	0.06		$	0.12		$	(0.01	)

	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	)

Accretion for Class A ordinary shares to redemption amount		—		—		—		—		—		(2,125,168	)		(2,125,168	)

Net income		—		—		—		—		—		1,892,325			1,892,325

Balance – June 30, 2026 (unaudited)		660,000	$	66		5,750,000	$	575	$	—	$	(8,799,265	)	$	(8,798,624	)

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
Accretion of carrying value to redemption value		2,125,168
Class A ordinary shares subject to possible redemption, June 30, 2026	$	237,697,768

	For the Three Months Ended June 30, 2026				For the Six Months Ended June 30, 2026				For the Period from April 16, 2025 (Inception) through June 30, 2025
	Redeemable Class A Ordinary Shares		Non-Redeemable Class A and B Ordinary Shares		Redeemable Class A Ordinary Shares		Non-Redeemable Class A and B Ordinary Shares		Redeemable Class A Ordinary Shares		Non-Redeemable Class A and B Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	1,479,887	$	412,438	$	2,788,357	$	777,103	$	—	$	(46,768	)
Denominator:
Basic weighted average shares outstanding		23,000,000		6,410,000		23,000,000		6,410,000		—		5,000,000
Basic and diluted net income (loss) per ordinary share	$	0.06	$	0.06	$	0.12	$	0.12	$	—	$	(0.01	)

	Level		June 30, 2026		December 31, 2025
Assets:
Marketable securities held in Trust Account		1	$	237,697,768	$	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	%

	For the Three Months Ended June 30, 2026		For the Six Months Ended June 30, 2026		For the Period from April 16, 2025 (Inception) through June 30, 2025
General and administrative costs	$	232,843	$	521,412	$	46,768
Interest earned on marketable securities held in Trust Account	$	2,125,168	$	4,086,872	$	—

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: August 11, 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)