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~~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 ~~September~~November 2213, 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 ~~JUNE~~SEPTEMBER 30, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheet as of June 30, 2025 (Unaudited)		1
Condensed Balance Sheet as of September 30, 2025 (Unaudited)		1
Condensed Statement of Operations for the period from April 16, 2025 (Inception) through June 30, 2025 (Unaudited)		2
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 Statement of Changes in Shareholder’s Deficit for the period from April 16, 2025 (Inception) through June 30, 2025 (Unaudited)		3
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 June 30, 2025 (Unaudited)		4
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. Signatures		22
Part III. Signature		22

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

HIGHVIEW MERGER CORP.

CONDENSED BALANCE SHEET

~~JUNE~~ SEPTEMBER 30, 2025

(UNAUDITED)

Assets
Deferred offering costs	$	325,997
Current assets
Total Assets	$	325,997
Cash	$	1,029,296
Liabilities and Shareholder’s Deficit
Due from Sponsor		25,000
Current Liabilities
Prepaid expenses		136,704
Accrued offering costs	$	290,997
Total current assets		1,191,000
Accrued expenses		19,531
Long-term prepaid insurance		82,325
Promissory note - related party		37,237
Marketable securities held in Trust Account		231,311,175
Total Current Liabilities		347,765
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)
Shareholder’s Deficit
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; 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 (1)		575
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		~~24,425~~—
Accumulated deficit		(468,~~768~~030,606	)
Total Shareholder’s Deficit		(21,768	)
Total Shareholders’ Deficit		(8,029,965	)
Total Liabilities and Shareholder’s Deficit	$	325,997
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	232,584,500

~~(1)~~The accompanying ~~Includes~~notes upare toan ~~750,000~~integral ~~Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in~~ part ~~by the underwriters. Subsequently, on August 13, 2025, the underwriters exercised their over-allotment option in full as part~~ of the ~~closing~~unaudited ofcondensed ~~the~~financial ~~Initial Public Offering~~statements. ~~As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note 5).~~

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~1

1Table of Contents

~~Table~~HIGHVIEW MERGER ~~of Contents~~CORP.

~~HIGHVIEW~~CONDENSED STATEMENTS ~~MERGER~~OF ~~CORP.~~OPERATIONS

~~CONDENSED STATEMENT OF OPERATIONS~~(UNAUDITED)

FOR THE PERIOD FROM APRIL 16, 2025 (INCEPTION) THROUGH JUNE 30, 2025

	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

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

General and administrative costs	$	46,768
Loss from operations		(46,768	)
Net loss	$	(46,768	)
Basic and diluted weighted average Class B ordinary shares outstanding (1)		5,000,000
Basic and diluted net loss per Class B ordinary share	$	(0.01	)

~~(1)~~Table Excludes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on August 13, 2025, the underwriters exercised their over-allotment option in full as part of ~~the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note 5).~~Contents

~~The accompanying notes are an integral part of~~HIGHVIEW ~~the~~MERGER ~~unaudited condensed financial statements~~CORP.

2CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

~~Table~~FOR THE ofTHREE ~~Contents~~MONTHS ENDED SEPTEMBER 30, 2025 AND

~~HIGHVIEW~~FOR THE ~~MERGER~~PERIOD ~~CORP.~~FROM APRIL 16, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

~~CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT~~(UNAUDITED)

FOR THE PERIOD FROM APRIL 16, 2025 (INCEPTION) THROUGH JUNE 30, 2025

	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	)

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — April 16, 2025 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Class B ordinary shares issued to Sponsor (1)		—		—		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	)

~~(1)~~Table Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. Subsequently, on August 13, 2025, the underwriters exercised their over-allotment option in full as part of ~~the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note 5).~~Contents

~~The accompanying notes are an integral part of~~HIGHVIEW ~~the~~MERGER ~~unaudited condensed financial statements~~CORP.

3CONDENSED STATEMENT OF CASH FLOWS

~~Table~~FOR THE ofPERIOD ~~Contents~~FROM APRIL 16, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

~~HIGHVIEW MERGER CORP.~~(UNAUDITED)

CONDENSED STATEMENT OF CASH FLOWS

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

~~FOR~~The accompanying ~~THE~~notes ~~PERIOD~~are ~~FROM~~an ~~APRIL~~integral ~~16,~~part ~~2025~~of ~~(INCEPTION) THROUGH~~the ~~JUNE~~unaudited ~~30,~~condensed ~~2025~~financial statements.

~~(UNAUDITED)~~4

Cash Flows from Operating Activities:
Net loss	$	(46,768	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of general and administrative costs in exchange for issuance of Class B ordinary shares		25,000
Payment of general and administrative costs through promissory note – related party		2,237
Changes in operating assets and liabilities:
Accrued expenses		19,531
Net cash used in operating activities		—
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		35,000
Payment of offering costs		(35,000	)
Net cash provided by financing activities		—
Net Change in Cash		—
Cash – Beginning of period		—
Cash – End of period	$	—
Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	290,997

Table of Contents

~~The~~HIGHVIEW MERGER ~~accompanying notes are an integral part of~~CORP. ~~the~~NOTES ~~unaudited~~TO ~~condensed~~CONDENSED ~~financial~~FINANCIAL ~~statements.~~ STATEMENTS

4SEPTEMBER 30, 2025

~~Table of Contents~~(UNAUDITED)

~~HIGHVIEW~~Note 1 — Organization ~~MERGER~~and ~~CORP. NOTES~~Plan TOof ~~FINANCIAL~~Business ~~STATEMENTS~~Operations

~~JUNE~~Highview Merger 30Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 16, 2025. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

~~(UNAUDITED)~~Although the Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination, the Company intends to capitalize on the ability of its management team to identify and combine with a business or businesses that can benefit from its management team’s established global relationships and operating experience. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

~~Note 1~~As of ~~— Organization~~September 30, 2025, the Company had not commenced any operations. All activity for the period from April 16, 2025 (inception) through September 30, 2025 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and ~~Plan~~subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business ~~Operations~~Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

~~Highview~~The registration ~~Merger~~statement ~~Corp.~~for (the “Company~~”) was~~’s ~~incorporated~~Initial asPublic aOffering ~~Cayman~~was ~~Islands~~declared ~~exempted~~effective ~~company~~ on ~~April~~August 1611, 2025. ~~The~~On ~~Company~~August ~~was~~13, ~~formed~~2025, the ~~for~~Company consummated the ~~purpose~~Initial Public Offering of ~~effecting~~23,000,000 aunits ~~merger~~(the “Units” and, with respect to the Class A ordinary ~~share~~shares ~~exchange~~included in the Units being offered, ~~asset~~the ~~acquisition~~“Public Shares”), ~~share~~which ~~purchase~~includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 ~~reorganization~~Units, orat ~~similar~~$10.00 ~~business~~per ~~combination~~Unit, ~~with~~generating gross proceeds of $230,000,000. Each Unit consists of one orClass ~~more~~A ~~businesses~~ordinary share of the Company, par value $0.0001 per share (the “~~Business~~Class A ordinary shares”), and one-half ~~Combination~~of one redeemable warrant of the Company (each whole warrant, a “Public Warrant”).

~~Although~~Simultaneously with the closing of the Initial Public Offering, the Company isconsummated ~~not limited~~the tosale aof ~~particular~~660,000 ~~industry~~units or(the ~~geographic~~“Private ~~region~~Placement ~~for~~Units”) at ~~purposes~~a price of ~~completing~~$10.00 aper ~~Business~~Private ~~Combination~~Placement Unit, in a private placement to the Company’s ~~intends~~sponsor, toHighview ~~capitalize~~Sponsor Co., LLC (the on“Sponsor”) and Jefferies LLC (“Jefferies”), the ~~ability~~representative of ~~its~~the ~~management~~underwriters, ~~team~~generating togross ~~identify~~proceeds of ~~and~~$6,600,000. ~~combine~~Each ~~with~~Private aPlacement ~~business~~Unit orconsists ~~businesses~~of ~~that~~one ~~can~~Class ~~benefit~~A ~~from~~ordinary ~~its~~share ~~management~~(each, ~~team’s~~a “Private Placement Share” or, ~~established~~collectively, ~~global~~“Private ~~relationships~~Placement Shares”) and ~~operating~~one-half ~~experience.~~of ~~The~~one ~~Company~~redeemable iswarrant an(each, ~~early~~a ~~stage~~“Private Placement Warrant” and ~~emerging~~together ~~growth~~with ~~company~~the ~~and~~Public Warrants, asthe ~~such,~~“Warrants”). Each whole Private Placement Warrant entitles the holder to purchase ~~Company~~one isClass ~~subject~~A toordinary ~~all~~share at a price of $11.50 per share. Of those 660,000 Private Placement Units, the ~~risks~~Sponsor ~~associated~~purchased ~~with~~372,500 ~~early~~Private Placement ~~stage~~Units, and ~~emerging~~Jefferies ~~growth~~purchased ~~companies~~287,500 Private Placement Units.

AsTransaction costs ofamounted ~~June~~to 30$14, ~~2025~~440,234, ~~the Company~~consisting ~~had~~of ~~not commenced any operations. All activity for the period from April 16~~$4,600,000 ~~2025~~of ~~(inception)~~cash ~~through~~underwriting ~~June 30~~fee, ~~2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”)~~$9,200,000 ~~which is described below. The Company will not generate any operating revenues until after the completion~~ of adeferred ~~Business~~underwriting ~~Combination~~fee, atand ~~the earliest. The Company will~~$640,234 ~~generate non-operating income in the form~~ of ~~interest~~other ~~income~~offering ~~from the proceeds derived from the Initial Public Offering~~costs. ~~The Company has selected December 31 as its fiscal year end.~~

The Company ~~registration~~must ~~statement~~complete ~~for the~~one ~~Company’s~~or ~~Initial~~more ~~Public~~Business ~~Offering~~Combinations ~~was~~having ~~declared~~an ~~effective~~aggregate onfair ~~August~~market ~~11,~~value ~~2025.~~equal Onto ~~August~~at ~~13,~~least ~~2025,~~80% of the ~~Company~~value ~~consummated~~of the ~~Initial~~assets ~~Public~~held ~~Offering~~in ofthe ~~23,000,000~~Trust ~~units~~Account (as defined below) (excluding the ~~“Units”~~deferred underwriting commissions and, ~~with~~taxes ~~respect~~payable toon the ~~Class~~interest earned Aon ~~ordinary~~the ~~shares~~Trust ~~included~~Account) inat the ~~Units~~ ~~being~~time ~~offered,~~of the ~~“Public~~agreement ~~Shares”),~~to ~~which~~enter ~~includes~~into the ~~full~~initial ~~exercise~~Business byCombination. The Company will only complete a Business Combination if the ~~underwriters~~post-Business Combination company owns or acquires 50% or more of ~~their~~the ~~over-allotment~~issued ~~option~~and outstanding voting securities inof the ~~amount~~target ofor ~~3,000,000~~otherwise ~~Units,~~acquires ata ~~$10.00~~controlling ~~per~~interest ~~Unit,~~in ~~generating~~the ~~gross~~target ~~proceeds~~business ofsufficient ~~$230,000,000.~~for ~~Each~~it ~~Unit~~not ~~consists~~to ofbe ~~one~~required ~~Class~~to Aregister ~~ordinary~~as ~~share~~an ofinvestment ~~the~~company ~~Company,~~under ~~par~~the ~~value~~Investment ~~$0.0001~~Company ~~per~~Act of 1940, ~~share~~as amended (the “~~Class~~Investment ACompany ~~ordinary shares~~Act”),. ~~and~~There is ~~one-half~~no ofassurance ~~one~~that ~~redeemable warrant of~~ the Company ~~(each~~will ~~whole~~be ~~warrant,~~able to successfully effect a ~~“Public~~Business ~~Warrant”)~~Combination.

~~Simultaneously with~~ Following the closing of the Initial Public Offering, ~~the~~on ~~Company~~August ~~consummated~~13, ~~the~~2025, ~~sale~~an amount of ~~660~~$230,000,000 ~~units~~ (~~the~~$10.00 ~~“Private~~per ~~Placement Units”~~Unit) atfrom athe ~~price of~~net ~~$10.00~~proceeds ~~per~~of the ~~Private~~sale ~~Placement~~of ~~Unit,~~the inUnits aand ~~private~~the ~~placement~~Private toPlacement ~~the~~Units ~~Company’s~~was ~~sponsor,~~placed ~~Highview~~in ~~Sponsor~~the ~~Co.,~~trust ~~LLC~~account (the “~~Sponsor~~Trust Account”) ~~and~~, ~~Jefferies~~located ~~LLC~~in ~~(“Jefferies”)~~the United States, ~~the~~with ~~representative~~Continental ofStock ~~the~~Transfer ~~underwriters,~~& ~~generating~~Trust ~~gross~~Company ~~proceeds~~acting ofas $6trustee,~~600,000.~~ ~~Each~~and ~~Private Placement~~may ~~Unit~~initially ~~consists~~be ofinvested ~~one~~only ~~Class~~in AU.S. government treasury ~~ordinary~~obligations ~~share~~with ~~(each,~~ a ~~“Private~~maturity ~~Placement~~of ~~Share”~~185 days or, ~~collectively,~~less ~~“Private Placement~~or ~~Shares”)~~in ~~and~~money ~~one~~market funds meeting certain conditions under Rule 2a-~~half~~7 under ofthe ~~one~~Investment ~~redeemable~~Company ~~warrant~~Act ~~(each,~~which ainvest ~~“Private~~only ~~Placement~~in ~~Warrant”~~direct ~~and~~U.S. government ~~together~~treasury ~~with~~obligations; the holding of these assets in ~~Public~~this ~~Warrants,~~form ~~the~~is ~~“Warrants”).~~intended ~~Each~~to ~~whole~~be ~~Private~~temporary ~~Placement~~and ~~Warrant~~for ~~entitles~~the sole purpose of facilitating the ~~holder~~intended toBusiness ~~purchase~~Combination ~~one~~and, ~~Class~~may Aat ~~ordinary~~any time ~~share~~be atheld aas ~~price~~cash ofor ~~$11.50~~cash ~~per~~items, ~~share.~~including Ofin ~~those~~demand ~~660,000~~deposit ~~Private~~accounts ~~Placement~~at ~~Units~~a bank, ~~the~~as ~~Sponsor~~determined ~~purchased~~by ~~372~~the Company,~~500~~ ~~Private~~until ~~Placement~~the ~~Units,~~earlier of (i) the completion of a Business Combination and ~~Jefferies~~(ii) the ~~purchased~~distribution ~~287,500~~of ~~Private~~the ~~Placement~~funds ~~Units~~in the Trust Account to the Company’s shareholders, as described below.

~~Transaction costs amounted to $14,440,234, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $640,234 of other offering costs.~~5

~~The~~Table ~~Company must complete one or more Business Combinations having an aggregate fair market value equal to at least 80%~~ of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.Contents

~~Following the closing of~~HIGHVIEW ~~the~~MERGER ~~Initial Public Offering, on August 13, 2025, an amount of $230,000,000 ($10~~CORP.~~00 per Unit) from the net proceeds of the sale of the~~ ~~Units~~NOTES ~~and~~TO ~~the~~CONDENSED ~~Private~~FINANCIAL Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and may initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.STATEMENTS

5SEPTEMBER 30, 2025

~~Table of Contents~~(UNAUDITED)

~~HIGHVIEW~~Note 1 — Organization ~~MERGER~~and ~~CORP. NOTES~~Plan TOof ~~FINANCIAL~~Business ~~STATEMENTS~~Operations (cont.)

~~JUNE~~The Company 30will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares in connection with the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), ~~2025~~calculated as of two business days prior to the completion of a Business Combination, including interest earned on the funds held in the Trust Account (net of amounts released to the Company to fund taxes payable (other than excise or similar taxes). The Class A ordinary shares were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the Company’s ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (~~UNAUDITED~~“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each public shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

~~Note 1~~Notwithstanding the ~~— Organization~~foregoing, if the Company seeks shareholder approval of a Business Combination and ~~Plan~~it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of ~~Business~~Association ~~Operations~~provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (~~cont.~~as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsor ~~Company~~and ~~will~~the ~~provide its~~Company’s ~~shareholders~~officers ~~with~~and ~~the~~directors ~~opportunity~~have agreed to ~~redeem~~(a) waive ~~all~~their orredemption arights ~~portion~~with ofrespect ~~their~~to any Founder Shares, Private Placement Units and Public Shares held by them in connection with the completion of a Business Combination ~~either~~and (ib) inwaive their ~~connection~~redemption rights with arespect ~~general~~to ~~meeting~~any ~~called~~Founder toShares, ~~approve~~Private ~~the~~Placement ~~Business~~Units ~~Combination~~and orPublic ~~(ii) without~~Shares aheld ~~shareholder vote~~ by ~~means~~them ofin connection with a ~~tender~~shareholder ~~offer.~~vote ~~The~~to ~~decision~~approve asan amendment to ~~whether~~ the ~~Company~~Amended ~~will~~and ~~seek~~Restated ~~shareholder~~Memorandum ~~approval~~and Articles of aAssociation ~~Business~~(i) to ~~Combination~~modify the substance or ~~conduct a~~timing ~~tender~~of ~~offer~~the ~~will~~Company’s beobligation ~~made~~allow byredemption ~~the~~in ~~Company.~~connection ~~The~~with ~~shareholders~~a ~~will~~Business beCombination ~~entitled~~or to redeem ~~their~~100% ~~shares~~of the ~~for~~Public aShares ~~pro~~if ~~rata~~the ~~portion~~Company ofhas ~~the~~not ~~amount held~~consummated ina Business Combination within the ~~Trust~~Completion ~~Account~~Window (~~initially~~as ~~$10.00~~defined ~~per~~below) ~~share~~or (ii), with respect ~~calculated~~to asany ofother ~~two business~~material ~~days~~provisions ~~prior~~relating to ~~the~~shareholders’ ~~completion~~rights ofor apre-initial Business Combination activity, ~~including~~unless the ~~interest~~Company ~~earned~~provides on the ~~funds~~public ~~held~~shareholders inwith the ~~Trust~~opportunity ~~Account~~to ~~(net~~redeem oftheir ~~amounts~~Public ~~released~~Shares toin ~~the~~conjunction ~~Company~~with toany ~~fund~~such ~~taxes payable~~amendment ~~(other~~and ~~than excise or similar taxes~~(iii)~~. The Class~~ Ato ~~ordinary~~waive ~~shares~~its ~~were~~rights ~~recorded~~to atliquidating ~~redemption~~distributions ~~value~~from ~~and~~the ~~classified~~Trust asAccount ~~temporary~~with ~~equity upon~~respect ~~the~~to ~~completion of~~ the ~~Initial~~Founder ~~Public~~Shares ~~Offering,~~and inPrivate Placement ~~accordance~~Units ~~with~~if ~~Accounting~~the ~~Standards~~Company ~~Codification~~fails ~~(“ASC”)~~to ~~Topic 480, “Distinguishing~~complete ~~Liabilities~~a ~~from~~Business ~~Equity~~Combination.”

~~If the Company seeks shareholder~~The ~~approval, the~~ Company will ~~complete~~have awithin ~~Business~~24 months ~~Combination~~from ~~only~~the ifclosing itof ~~receives~~the anInitial ~~ordinary~~Public ~~resolution~~Offering ~~under~~to ~~Cayman~~complete ~~Islands law approving~~ a Business Combination, ~~which~~or ~~requires~~such ~~the~~other time ~~affirmative~~period ~~vote~~in ofwhich ait ~~majority~~must ofcomplete ~~the~~a ~~Company’s~~Business ~~ordinary~~Combination ~~shares~~pursuant ~~which~~to ~~are~~an ~~represented in~~amendment ~~person~~to orits byAmended ~~proxy~~ and ~~are~~Restated ~~voted~~Memorandum atand ~~a general meeting~~ Articles of Association (the ~~Company~~“Completion Window”). If ~~a shareholder vote is not required under applicable law or stock exchange listing requirements and~~ the Company ~~does~~is ~~not~~unable ~~decide~~ to ~~hold~~complete a ~~shareholder~~Business ~~vote~~Combination ~~for~~within ~~business~~the ~~or other reasons~~Completion Window, the Company will, ~~pursuant~~as topromptly ~~its~~as ~~Amended~~reasonably ~~and~~possible ~~Restated~~but ~~Memorandum~~no ~~and~~more ~~Articles~~than of10 business ~~Association~~days thereafter, ~~conduct~~redeem ~~the~~100% ~~redemptions~~of ~~pursuant to~~ the ~~tender offer~~outstanding ~~rules~~Public ofShares, ~~the~~at ~~Securities~~a ~~and~~per-share ~~Exchange Commission (“SEC”)~~price, ~~and~~payable ~~file~~in ~~tender~~cash, ~~offer~~equal ~~documents~~to ~~containing substantially~~ the ~~same information~~aggregate asamount ~~would~~then beon ~~included~~deposit in ~~a proxy statement with~~ the ~~SEC~~Trust ~~prior~~Account, toincluding ~~completing~~interest earned a(less ~~Business~~taxes ~~Combination.~~paid Ifor ~~the~~payable ~~Company~~(other ~~seeks~~than ~~shareholder approval~~excise inor ~~connection~~similar ~~with~~taxes) aand ~~Business~~up ~~Combination~~to $100,000 ~~the~~of ~~Sponsor~~interest ~~has agreed~~ to ~~vote~~pay ~~its~~dissolution ~~Founder Shares (as defined in Note 5~~expenses) ~~and~~, ~~any~~divided ~~Public~~by ~~Shares~~the ~~purchased~~number inof orthen ~~after~~issued ~~the~~and ~~Initial~~outstanding Public ~~Offering~~Shares, inwhich ~~favor~~redemption ofwill ~~approving~~constitute afull ~~Business Combination~~ and tocomplete ~~waive~~payment ~~its~~for ~~redemption~~the ~~rights~~Public ~~with~~Shares ~~respect~~and tocompletely ~~any~~extinguish ~~such~~public ~~shares~~shareholders’ inrights ~~connection~~as ~~with~~shareholders a(including ~~shareholder~~the ~~vote~~right to ~~approve~~receive afurther ~~Business~~liquidation or ~~Combination.~~other ~~Additionally~~distributions, ~~each~~if ~~public shareholder~~any), ~~may~~subject ~~elect~~ to ~~redeem~~ its ~~Public~~obligations ~~Shares,~~under ~~without~~Cayman ~~voting,~~Islands ~~and~~law ifto ~~they~~provide dofor ~~vote,~~claims ~~irrespective~~ of ~~whether~~creditors ~~they~~and ~~vote~~the ~~for or against~~requirements aof ~~proposed~~other ~~Business~~applicable ~~Combination~~law.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.6

~~The~~Table Sponsor and the Company’s officers and directors have agreed to (a) waive their redemption rights with respect to any Founder Shares, Private Placement Units and Public Shares held by them in connection with the completion of a Business Combination and (b) waive their redemption rights with respect to any Founder Shares, Private Placement Units and Public Shares held by them in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation allow redemption in connection with a Business Combination or to to redeem 100% of the Public Shares if the Company has not consummated a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Units if the Company fails to complete a Business Combination.Contents

~~The Company will have within~~HIGHVIEW ~~24 months~~MERGER from the closing of the Initial Public Offering to complete a Business Combination or such other time period in which it must complete a Business Combination pursuant to an amendment to its Amended and Restated Memorandum and Articles of Association (the “Completion Window”)CORP. ~~If the Company is unable to complete a Business Combination within the Completion Window, the Company~~ ~~will~~NOTES asTO ~~promptly~~CONDENSED asFINANCIAL reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.STATEMENTS

6SEPTEMBER 30, 2025

~~Table of Contents~~(UNAUDITED)

~~HIGHVIEW~~Note 1 — Organization ~~MERGER~~and ~~CORP. NOTES~~Plan TOof ~~FINANCIAL~~Business ~~STATEMENTS~~Operations (cont.)

~~JUNE~~The Sponsor 30has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Units if the Company fails to complete a Business Combination within the Completion Window. However, ~~2025~~if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per share ($10.00).

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (~~UNAUDITED~~1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes paid or payable (other than excise or similar taxes). This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavouring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Note 1 — Organization~~ Liquidity and ~~Plan of~~Capital ~~Business Operations (cont.)~~Resources

The ~~Sponsor has agreed to~~ ~~waive~~Company’s ~~its~~liquidity ~~liquidation~~needs ~~rights~~up ~~with respect~~ to ~~the~~September ~~Founder Shares and Private Placement Units if the Company fails to complete a Business Combination within the Completion Window. However~~30, if2025 ~~the~~had ~~Sponsor~~been ~~acquires~~satisfied ~~Public~~through ~~Shares in or after~~ the ~~Initial~~loan ~~Public~~under ~~Offering,~~an ~~such Public~~unsecured ~~Shares~~promissory ~~will~~note ~~be entitled to liquidating distributions~~ from ~~the Trust Account if the Company fails to complete a Business Combination~~ ~~within~~ the ~~Completion~~Sponsor ~~Window.~~of ~~The~~up ~~underwriters have agreed~~ to ~~waive~~$400,000 ~~their rights to their deferred underwriting commission~~ (~~see~~the “Promissory Note 6”) ~~held~~. inAs ~~the~~of ~~Trust~~September ~~Account~~30, in2025, the ~~event the~~ Company ~~does~~repaid ~~not complete a Business Combination within~~ the ~~Completion~~total ~~Window and, in such~~outstanding ~~event,~~balance ~~such~~of ~~amounts will be included with~~ the ~~funds~~Promissory ~~held~~Note inamounting ~~the Trust Account that will be available~~ to ~~fund~~$118,550 ~~the~~(see ~~redemption~~Note ~~of the Public Shares~~5). InAs ~~the event~~ of ~~such~~September ~~distribution~~30, it2025, ~~is possible that~~ the ~~per~~Company ~~share~~had ~~value~~cash of ~~the~~$1,029,296 ~~assets~~and ~~remaining available for distribution~~working ~~will~~capital beof ~~less than the Initial Public Offering price per share (~~$101,087,710.~~00).~~

~~The Sponsor has agreed that~~In itorder ~~will be liable~~ to ~~the~~fund ~~Company,~~working ifcapital ~~and~~deficiencies ~~to the extent any claims by a third party for services rendered~~ or ~~products~~finance ~~sold~~transaction tocosts ~~the~~in ~~Company, or~~connection ~~by a prospective target business~~ with ~~which the Company has entered into~~ a ~~written letter of intent, confidentiality or other similar agreement or~~ Business Combination ~~agreement~~, ~~reduce~~ the ~~amount~~Sponsor ofor ~~funds in the Trust Account to below the lesser of (1) $10.00 per~~an ~~Public~~affiliate ~~Share and (2) the actual amount per Public Share held in the Trust Account as~~ of the ~~date of the liquidation of the Trust Account~~Sponsor, ~~if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes paid~~ or ~~payable~~certain ~~(other than excise or similar taxes). This liability will not apply to any claims by a third party or prospective target business who executed a waiver~~ of ~~any~~ ~~and all rights to~~ the ~~monies held in the Trust Account nor will it apply to any claims under the~~ Company’s ~~indemnity~~officers ofand ~~the underwriters~~directors ofmay, ~~the~~but ~~Initial~~are ~~Public~~not ~~Offering~~obligated ~~against certain liabilities~~to, ~~including~~loan ~~liabilities under~~ the ~~Securities~~Company ~~Act of 1933,~~funds as ~~amended~~may be required (the “~~Securities~~Working ~~Act~~Capital Loans”). ~~Moreover,~~If in the ~~event~~Company ~~that~~completes ana ~~executed~~Business ~~waiver~~Combination, isthe ~~deemed~~Company towould ~~be unenforceable against a~~repay ~~third~~such ~~party,~~loaned ~~the~~amounts ~~Sponsor~~at ~~will~~that ~~not~~time. beUp ~~responsible~~ to ~~the~~$1,500,000 ~~extent~~ of ~~any liability for~~ such ~~third-party~~Working ~~claims.~~Capital ~~The~~Loans ~~Company~~may ~~will~~be ~~seek~~converted ~~to reduce~~into ~~the~~units ~~possibility~~upon ~~that~~consummation ~~the~~of ~~Sponsor will have to indemnify~~ the Business ~~Trust~~Combination ~~Account~~at ~~due~~a toprice ~~claims~~ of ~~creditors~~$10.00 byper ~~endeavoring~~unit. toThe ~~have~~units ~~all vendors,~~would ~~service~~be ~~providers~~identical ~~(other~~to ~~than~~ the ~~Company’s~~Private ~~independent~~Placement ~~registered~~Units. ~~public~~As ~~accounting~~of ~~firm),~~September ~~prospective target businesses~~30, ~~or other entities with which the Company does business~~2025, ~~execute agreements with~~ the Company ~~waiving~~had ~~any~~no ~~right,~~borrowings ~~title,~~under ~~interest or claim of any kind in or to monies held in~~ the ~~Trust~~Working ~~Account~~Capital Loans.

~~Liquidity~~In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and ~~Capital~~negotiating ~~Resources~~a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the condensed financial statements.

The Company’s liquidity needs up to June 30, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $400,000. As of June 30, 2025, there was $37,237 outstanding under the Promissory Note~~. On August 13, 2025, the Company repaid the total outstanding balance of the Promissory~~ 2 ~~Note~~— Summary ~~amounting to $118,550 (Note 5). As~~ of ~~June~~Significant ~~30,~~Accounting ~~2025, the Company had no cash and working capital deficit of $347,765.~~Policies

~~In order to fund working capital deficiencies or finance~~Basis ~~transaction costs in connection with a Business Combination, the Sponsor or an affiliate~~ of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2025, the Company had no borrowings under the Working Capital Loans.Presentation

InThe accompanying ~~connection~~unaudited ~~with~~condensed ~~the~~financial ~~Company’s~~statements ~~assessment of~~have ~~going~~been ~~concern~~prepared ~~considerations~~ in accordance with ~~ASC~~accounting ~~205-40,~~principles ~~“Presentation~~generally ofaccepted in ~~Financial~~the ~~Statements~~United -States ~~Going~~of ~~Concern,~~America (“U.S. GAAP”) ~~the Company~~for ~~does~~interim ~~not~~financial ~~believe~~information itand ~~will~~in ~~need~~accordance with the instructions to Form ~~raise~~10-Q ~~additional~~and ~~funds~~Article in8 ~~order~~of toRegulation ~~meet~~S-X of the ~~expenditures~~U.S. ~~required~~Securities ~~for~~and ~~operating~~Exchange ~~its~~Commission ~~business~~(“SEC”). ~~However,~~ ifCertain ~~the~~information ~~estimate~~or footnote ofdisclosures ~~the~~normally ~~costs~~included ofin ~~identifying~~financial astatements ~~target~~prepared ~~business, undertaking~~ in~~-depth~~ ~~due~~accordance ~~diligence~~with ~~and~~U.S. ~~negotiating~~GAAP ahave ~~Business Combination~~been ~~are~~condensed ~~less~~or ~~than~~omitted, pursuant to the ~~actual~~rules ~~amount~~and ~~necessary~~regulations toof dothe ~~so,~~SEC ~~the~~for ~~Company~~interim ~~may~~financial ~~have~~reporting. ~~insufficient~~Accordingly, ~~funds~~the ~~available~~financial tostatements ~~operate~~do ~~its~~not ~~business~~include ~~prior~~all to the ~~initial~~information ~~Business~~and ~~Combination.~~footnotes ~~The~~necessary ~~Company~~for ~~has~~a ~~the~~complete ~~Completion~~presentation ~~Window~~of tofinancial ~~complete~~position, ~~the~~results ~~initial~~of ~~Business~~operations, ~~Combination.~~or ~~Management~~cash flows. ~~has~~In ~~determined~~the ~~that~~opinion ~~the~~of ~~Company~~management, ~~has~~the ~~sufficient~~accompanying ~~funds~~unaudited tocondensed ~~finance~~financial ~~the~~statements ~~working~~include ~~capital~~all ~~needs~~adjustments, consisting of ~~the~~a ~~Company~~normal recurring ~~within~~nature, ~~one~~which ~~year~~are ~~from~~necessary ~~the~~for ~~date of~~a ~~issuance~~fair presentation of the financial ~~statements~~position, operating results and cash flows for the periods presented.

~~Note 2~~The accompanying ~~— Summary~~unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 12, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 19, 2025. The interim results for the three months ended September 30, 2025 and for the period from April 16, 2025 (inception) through September 30, 2025, are not necessarily indicative of ~~Significant~~the results to be expected for the year ending December 31, 2025 or for ~~Accounting~~any ~~Policies~~future periods.

~~Basis of Presentation~~7

~~The~~Table ~~accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.Contents

~~The accompanying unaudited~~HIGHVIEW ~~condensed~~MERGER financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on August 12, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on August 19, 2025CORP. ~~The~~NOTES ~~interim~~TO ~~results~~CONDENSED ~~for~~FINANCIAL ~~the period from April 16, 2025 (inception) through June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.~~STATEMENTS

7SEPTEMBER 30, 2025

~~Table of Contents~~(UNAUDITED)

~~HIGHVIEW~~Note 2 — Summary ~~MERGER~~of ~~CORP. NOTES~~Significant TOAccounting ~~FINANCIAL~~Policies ~~STATEMENTS~~(cont.)

~~JUNE~~Emerging Growth ~~30, 2025~~Company

The Company is an “emerging growth company,” as defined in Section 2(~~UNAUDITED~~a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~Note~~Further, Section 2102(b)(1) of —the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange ~~Summary~~Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of ~~Significant~~the extended transition period and ~~Accounting~~comply ~~Policies~~with ~~(cont~~the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.) The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Emerging~~Use of ~~Growth Company~~Estimates

The ~~Company is an “emerging~~ ~~growth~~preparation ~~company,” as defined in Section 2(a)~~ of the ~~Securities~~unaudited ~~Act,~~condensed asfinancial ~~modified~~statements byin ~~the~~conformity ~~Jumpstart~~with ~~Our~~U.S. ~~Business~~GAAP ~~Startups Act of 2012~~requires ~~(the~~management ~~“JOBS~~to ~~Act”),~~make estimates and ~~it may take advantage of certain exemptions from various reporting requirements~~assumptions that ~~are~~affect ~~applicable~~the toreported ~~other~~amounts ~~public~~of ~~companies~~assets ~~that~~and ~~are~~liabilities ~~not~~and ~~emerging~~disclosure ~~growth~~of ~~companies~~contingent ~~including,~~assets ~~but~~and ~~not~~liabilities ~~limited~~at ~~to, not being required to comply with~~ the ~~auditor~~date ~~attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley Act of 2002, reduced disclosure~~unaudited ~~obligations~~condensed ~~regarding~~financial ~~executive compensation in its periodic reports and proxy~~ statements, and ~~exemptions from~~ the ~~requirements~~reported ofamounts ~~holding a nonbinding advisory vote on executive compensation and shareholder approval~~ of ~~any~~expenses ~~golden~~during ~~parachute~~the ~~payments~~reporting ~~not previously approved~~period.

~~Further, Section 102(b)(1) of~~Making ~~the~~estimates ~~JOBS~~requires ~~Act~~management ~~exempts emerging growth companies from being required~~ to ~~comply~~exercise ~~with~~significant ~~new~~judgment. orIt ~~revised~~is ~~financial~~at ~~accounting~~least ~~standards~~reasonably ~~until private~~possible ~~companies (~~that ~~is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under~~ the ~~Exchange Act)~~estimate ~~are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out~~ of the ~~extended~~effect ~~transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out~~ of ~~such extended transition period which means that when~~ a ~~standard~~condition, issituation ~~issued~~ or ~~revised~~set ~~and~~of itcircumstances ~~has~~that ~~different~~existed ~~application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard~~ at the ~~time~~date ~~private companies adopt the new or revised standard. This may make comparison~~ of the ~~Company’s~~unaudited condensed financial statements, ~~with~~which ~~another~~management considered ~~public~~in ~~company~~formulating ~~which is~~its ~~neither~~estimate, ancould ~~emerging~~change ~~growth~~in ~~company~~the ~~nor~~near anterm ~~emerging~~due ~~growth~~to ~~company~~one ~~which~~or ~~has~~more ~~opted~~future ~~out~~confirming ofevents. ~~using~~Accordingly, the ~~extended transition period difficult~~actual orresults ~~impossible~~could ~~because~~differ ofsignificantly ~~the~~from ~~potential~~those ~~differences in accounting standards used~~estimates.

~~Use~~Cash and ofCash ~~Estimates~~Equivalents

The ~~preparation of the unaudited~~ ~~condensed~~Company ~~financial~~considers ~~statements~~all inshort-term ~~conformity~~investments with ~~GAAP~~an ~~requires~~original ~~management~~maturity toof ~~make~~three ~~estimates~~months ~~and~~or ~~assumptions~~less ~~that~~when ~~affect~~purchased ~~the~~to ~~reported amounts~~be ofcash ~~assets~~equivalents. The ~~and~~Company ~~liabilities~~had ~~and~~$1,029,296 ~~disclosure~~in ofcash ~~contingent assets~~ and ~~liabilities~~no atcash ~~the~~equivalents ~~date~~as of ~~the~~September ~~unaudited~~30, ~~condensed financial statements and the reported amounts of expenses during the reporting period~~2025.

~~Making estimates requires~~Marketable ~~management~~Securities toHeld exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in ~~formulating its~~Trust ~~estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.~~Account

~~Cash~~The assets held in the Trust Account may initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and ~~Cash~~for ~~Equivalents~~the sole purpose of facilitating the intended Business Combination and, may at any time be held as cash or cash items, including in demand deposit accounts at a bank, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders. At September 30, 2025, substantially all of the assets held in the Trust Account were held in cash and U.S. Treasury Bills. The Company’s marketable securities are presented at fair value on the balance sheets. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the unaudited condensed consolidated statements of operations. For the period ending September 30, 2025, the Company did not withdraw any interest earned on the Trust Account.

~~The Company considers all~~Concentration ~~short-term investments with an original maturity~~ of ~~three~~Credit ~~months or less when purchased to be cash equivalents. The Company had no cash or cash equivalents as of June 30, 2025.~~Risk

8Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

~~Table of Contents~~Offering Costs

~~HIGHVIEW~~The Company ~~MERGER~~complies ~~CORP~~with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” ~~NOTES~~Offering TOcosts ~~FINANCIAL~~consist ~~STATEMENTS~~principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, prorate, allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

~~JUNE 30, 2025~~8

~~(UNAUDITED)~~Table of Contents

~~Note 2~~HIGHVIEW MERGER ~~— Summary~~CORP. NOTES ofTO ~~Significant Accounting~~CONDENSED ~~Policies~~FINANCIAL ~~(cont.)~~STATEMENTS

~~Concentration~~SEPTEMBER 30, ~~of Credit Risk~~2025

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.(UNAUDITED)

~~Deferred~~Note 2 — Summary ~~Offering~~of ~~Costs~~Significant Accounting Policies (cont.)

~~The Company complies with the~~Income requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board (“FASB”) ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Warrants, prorate, allocating the Initial Public Offering proceeds to the assigned value of the warrants and to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholder’s deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

~~The Company accounts for~~There ~~income~~is ~~taxes~~currently ~~under~~no ~~ASC 740,~~taxation ~~“Income~~imposed ~~Taxes,”~~on ~~which~~income ~~prescribes~~by athe ~~recognition~~government ~~threshold and measurement process for financial statement recognition and measurement~~ of athe ~~tax~~Cayman ~~position~~Islands. ~~taken~~In oraccordance ~~expected~~with toCayman beincome ~~taken in a~~ tax ~~return. For those benefits to be recognized~~regulations, aincome ~~tax~~taxes ~~position~~are ~~must be more likely than~~ not tolevied beon ~~sustained~~the ~~upon examination by taxing authorities~~Company. ~~The~~Consequently, ~~Company recognizes accrued interest and penalties related to unrecognized tax benefits as~~ income ~~tax~~taxes ~~expense.~~are ~~There~~not ~~were~~reflected noin ~~unrecognized~~the ~~tax~~Company’s ~~benefits~~condensed ~~and~~financial ~~no amounts accrued for interest and penalties as of June 30, 2025~~statements. The Company’s ismanagement ~~currently~~does not ~~aware~~expect ~~of any issues under review~~ that ~~could~~the ~~result~~total inamount ~~significant payments,~~of ~~accruals~~unrecognized ortax ~~material~~benefits ~~deviation~~will ~~from~~materially ~~its~~change ~~position.~~over ~~The~~the ~~Company has been subject to income tax examinations by major taxing authorities~~next ~~since inception~~twelve months.

~~There is currently no taxation~~Fair ~~imposed~~Value ~~on income by the government~~ of ~~the~~Financial Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.Instruments

~~Fair~~The fair ~~Value~~value of ~~Financial~~the ~~Instruments~~Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

~~The fair value of the Company’s~~Warrant assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.Instruments

~~Net~~The Company ~~Loss~~accounted ~~per~~for ~~Ordinary~~the ~~Share~~Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value.

~~Net loss per ordinary share~~Class isA ~~computed~~Ordinary byShares ~~dividing~~Subject ~~net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject~~ to ~~forfeiture.~~Possible Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). For the period from April 16, 2025 through June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presentedRedemption

~~Warrant~~The Public ~~Instruments~~Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet. As of September 30, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:

The Company accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value.

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

~~Share-Based~~Net Income ~~Payment~~per ~~Arrangements~~Ordinary Share

The Company ~~accounts~~complies ~~for stock~~with ~~awards~~accounting inand ~~accordance~~disclosure ~~with~~requirements of FASB ASC ~~718~~Topic 260, “~~Compensation—Stock~~Earnings ~~Compensation,~~Per Share.” ~~which~~Net ~~requires~~income ~~that~~per ordinary ~~all~~share ~~equity~~is ~~awards~~computed ~~be accounted~~by ~~for~~dividing atnet ~~their~~income ~~“fair~~by ~~value.”~~the ~~Fair~~weighted ~~value~~average isnumber ~~measured~~of onshares of ordinary shares outstanding for the ~~grant~~period. The ~~date~~Company ~~and~~has istwo ~~equal~~classes of ordinary shares, which are referred to as Class A ordinary Shares and Class B ordinary shares. Accretion associated with the ~~underlying~~redeemable ~~value~~shares of Class A Ordinary Shares is excluded from income per ordinary share as the redemption ~~stock~~value approximates fair value.

Table of Contents

HIGHVIEW MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2025

(UNAUDITED)

Note 2 — Summary of Significant Accounting Policies (cont.)

~~Costs equal to these fair values are~~The ~~recognized~~following ~~ratably~~tables ~~over~~reflect the ~~requisite~~calculation ~~service period based on the number~~ of ~~awards~~basic ~~that are expected to vest, in the period of grant for awards that vest immediately~~ and ~~have~~diluted nonet ~~future~~income ~~service~~per ~~condition,~~ordinary orshare (in ~~the period the awards vest immediately after meeting a performance condition becomes probable (i.e.~~dollars, ~~the~~except ~~occurrence~~per ofshare ~~a Business Combination~~amounts). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.:

Derivative Financial Instruments

	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

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and will be accounted for as a liability pursuant to ASC 480 if not fully exercised at the time of the Initial Public Offering. Subsequently on August 13, 2025, the Company consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, as such no derivative financial instrument was recorded.

	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

Recently Issued Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 3 — Initial Public Offering

In the Initial Public Offering on August 13, 2025, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each unit consists of one Public Share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies purchased an aggregate of 660,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,600,000, of which 372,500 Private Placement Units were purchased by the Sponsor and 287,500 Private Placement Units were purchased by Jefferies, in a private placement. Certain proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, such proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Table of Contents

HIGHVIEW MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2025

(UNAUDITED)

Note 5 — Related Party Transactions

Founder Shares

On April 16, 2025, the Sponsor paid an aggregate of $25,000 to cover certain general and administrative costs of the Company in consideration for 5,750,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (excluding the Private Placement Units and the ordinary shares underlying the warrants). On August 13, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.

In August 2025, the Sponsor granted membership interests equivalent to an aggregate of 85,000 Founder Shares to the three directors for a consideration of $0.004 per share, or an aggregate total amount of $340. The membership interests in Founder Shares granted to the three directors are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. On August 12, 2025, the 85,000 Founder Shares have an aggregate fair value of $155,040, or $1.824 per share. The membership interests in Founder Shares have no service restrictions, thus, the total fair value of $155,040, less the amounts received from the directors of $340, or a net total of $154,700, was recorded as compensation expense in August 2025. The fair value of the Founder Shares was derived through a third- party valuation in which the pre-adjusted underlying share price of $9.90 is multiplied by the market adjustment of 18.4%.

The Sponsor ~~and~~has ~~the Company’s officers and directors have~~ agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) 180 days after the completion of the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Promissory Note — Related Party

On April 16, 2025, the Company issued athe ~~promissory~~Promissory ~~note~~Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $400,000. The Promissory Note iswas non-interest bearing and payable on the earlier of December 31, 2025 or the closing of the Public Offering. ~~As of June 30, 2025, there was $37,237 outstanding under the Promissory Note.~~ On August 13, 2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $118,550., resulting ~~Borrowings~~in ~~under~~$0 ~~the~~outstanding ~~Note~~and ~~are~~ no ~~longer~~borrowings available as of September 30, 2025 (see “Due from Sponsor” immediately below).

~~Administrative~~Due from ~~Services Agreement~~Sponsor

~~The Company entered into~~On ~~an agreement with the Sponsor, commencing on~~ August 1113, 2025, ~~through~~ the ~~earlier~~outstanding balance of ~~the~~$118,550 ~~Company’s~~under ~~consummation~~the ofPromissory ~~its~~Note ~~initial~~was ~~Business Combination~~paid ~~and~~back ~~its liquidation,~~ to ~~pay~~Sponsor ~~the~~pursuant ~~Sponsor~~to ~~the~~an ~~sum~~aggregate payment of $20123,~~000~~773, ~~per~~in ~~month~~which ~~for~~included ~~office~~an ~~space~~overpayment ~~and~~of ~~administrative services~~$5,223. ~~Such~~On ~~payments will~~August be13, ~~accelerated~~2025, if the ~~Company~~Sponsor ~~consummates~~repaid ~~its initial Business Combination prior to~~ the ~~end~~Company ~~of its 24-month term~~$5,223 orto ~~$480,000~~refund in the ~~aggregate~~overpayment. On InAugust ~~addition~~15, ~~the Company has agreed~~2025, ~~pursuant to~~ the ~~administrative~~Company ~~services~~paid ~~and indemnification agreement with~~ the Sponsor ~~relating~~ to$25,000 ~~the~~in ~~monthly~~error ~~payment~~ for ~~office~~amounts ~~space~~that ~~and~~were ~~administrative~~previously ~~services,~~repaid ~~that~~in ~~the~~connection ~~Company~~with ~~will indemnify~~ the ~~Sponsor from any claims~~repayment ~~(i) arising out~~ of ~~or relating to~~ the ~~Initial~~Promissory ~~Public~~Note. ~~Offering~~As ora ~~the~~result, ~~Company’s~~as ~~operations or conduct~~ of ~~the~~September ~~Company’s business~~30, ~~(ii)~~ ~~in respect of any investment opportunities sourced by the Sponsor and its affiliates~~2025, ~~and/or (iii) any claim against~~ the ~~Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the~~ Company’s ~~activities~~was orowed ~~any~~$25,000 ~~express~~from ~~or implied association between~~ the Sponsor ~~and the Company or any of its affiliates~~, which ~~agreement~~amount ~~will~~is ~~provide that the indemnified parties~~reflected ~~cannot~~in ~~access~~due ~~the~~from ~~funds~~Sponsor ~~held~~on in the ~~Trust~~accompanying ~~Account.~~condensed Asbalance ~~of June 30, 2025, no amounts were incurred under this agreement~~sheet.

11Administrative Services Agreement

~~Table~~The Company entered into an agreement with the Sponsor, commencing on August 11, 2025, through the earlier of ~~Contents~~the Company’s consummation of its initial Business Combination and its liquidation, to pay the Sponsor, the sum of $20,000 per month for office space and administrative services. Such payments will be accelerated if the Company consummates its initial Business Combination prior to the end of its 24-month term, or $480,000 in the aggregate. In addition, the Company has agreed, pursuant to the administrative services and indemnification agreement with the Sponsor relating to the monthly payment for office space and administrative services, that the Company will indemnify the Sponsor from any claims (i) arising out of or relating to the Initial Public Offering or the Company’s operations or conduct of the Company’s business, (ii) in respect of any investment opportunities sourced by the Sponsor and its affiliates, and/or (iii) any claim against the Sponsor alleging any expressed or implied management or endorsement by the Sponsor of any of the Company’s activities or any express or implied association between the Sponsor and the Company or any of its affiliates, which agreement will provide that the indemnified parties cannot access the funds held in the Trust Account. For the three months ended September 30, 2025 and for the period from April 16, 2025 (inception) through September 30, 2025, the Company incurred and paid $40,000 in fees for these services.

~~HIGHVIEW MERGER CORP. NOTES TO FINANCIAL STATEMENTS~~11

~~JUNE~~Table ~~30,~~of ~~2025~~Contents

~~(UNAUDITED)~~HIGHVIEW MERGER CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Note 5 — Related Party Transactions~~SEPTEMBER ~~(cont.)~~30, 2025

~~Working Capital Loans~~(UNAUDITED)

~~In order to finance transaction~~Note 5 ~~costs~~— Related inParty ~~connection~~Transactions ~~with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required~~(cont. Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such loans may be convertible into private placement units of the post business combination entity at a price of $10.00 per private placement unit at at the option of the lender. As of June 30, 2025, there have been no borrowings under the Working Capital Loans.)

~~Note 6~~Working Capital ~~— Commitments and Contingencies~~Loans

~~Registration~~In order ~~Rights~~to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per private placement unit at the option of the lender. As of September 30, 2025, there have been no Working Capital Loans.

~~The holders of the Founder~~Note 6 ~~Shares,~~— Commitments ~~Private Placement Units~~ and shares that may be issued upon conversion of the Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on August 11, 2025, requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Contingencies

~~Risks and Uncertainties~~Registration Rights

The holders ~~Company’s~~of ~~ability to~~the ~~complete~~Founder anShares, ~~initial~~Private ~~Business~~Placement ~~Combination~~Units ~~may~~and beshares ~~adversely~~that ~~affected~~may bybe ~~various~~issued ~~factors,~~upon ~~many~~conversion of ~~which~~the ~~are~~Working ~~beyond~~Capital ~~the~~Loans ~~Company’s~~will ~~control.~~be ~~The~~entitled ~~Company’s~~to ~~ability~~registration rights pursuant to ~~consummate~~a anregistration ~~initial~~rights ~~Business~~agreement ~~Combination~~signed ~~could~~on beAugust ~~impacted~~11, by2025, ~~among~~requiring ~~other~~the ~~things,~~Company ~~changes~~to inregister ~~laws~~a orsale ~~regulations,~~of ~~downturns~~any inof the ~~financial~~securities ~~markets~~held orby inthem, ~~economic~~including ~~conditions,~~any ~~inflation,~~other ~~fluctuations~~securities inof ~~interest~~the ~~rates,~~Company ~~increases in~~acquired ~~tariffs,~~by ~~supply~~them ~~chain~~prior ~~disruptions,~~to ~~declines~~the inconsummation of ~~consumer~~the ~~confidence~~Company’s ~~and~~initial ~~spending,~~Business ~~public~~Combination. ~~health~~The ~~considerations,~~holders ~~and~~of ~~geopolitical~~these ~~instability, such~~securities aswill ~~the~~be ~~military~~entitled ~~conflicts~~to inmake ~~Ukraine~~up ~~and~~to ~~the~~three ~~Middle~~demands, ~~East.~~excluding short ~~The~~form demands, that the Company ~~cannot~~register atsuch ~~this~~securities. ~~time~~In ~~predict~~addition, the ~~likelihood~~holders ofhave ~~one~~certain orpiggyback ~~more~~registration ofrights with ~~the~~respect ~~above~~to ~~events,~~registration ~~their~~statements ~~duration~~filed orsubsequent ~~magnitude~~to or the ~~extent~~completion toof ~~which~~a ~~they~~Business ~~may~~Combination. ~~negatively~~The ~~impact~~Company ~~the~~will ~~Company’s~~bear ~~ability~~the toexpenses ~~complete~~incurred anin ~~initial~~connection ~~Business~~with ~~Combination~~the filing of any such registration statements.

12Risks and Uncertainties

~~Table~~The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of ~~Contents~~which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

~~HIGHVIEW MERGER CORP.~~Underwriting ~~NOTES TO FINANCIAL STATEMENTS~~Agreement

~~JUNE~~The Company 30granted the underwriters a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 13, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $10.00 per Unit.

~~(UNAUDITED)~~The underwriters were entitled to a cash underwriting discount of $0.20 per unit, or $4,600,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per unit, or $9,200,000 in the aggregate. The deferred fee will become payable to the underwriters for deferred underwriting commissions placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.

~~Note 6 — Commitments and Contingencies (cont.)~~12

~~Underwriting~~Table ~~Agreement~~of Contents

~~The Company granted the underwriters~~HIGHVIEW aMERGER ~~45-day option to purchase up to 3,000,000 additional units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions~~CORP. ~~On August 13, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional~~ ~~3,000,000~~NOTES ~~Units~~TO atCONDENSED aFINANCIAL ~~price of $10.00 per Unit.~~STATEMENTS

~~The underwriters were entitled~~SEPTEMBER ~~to a cash underwriting discount of $0.20 per unit~~30, or $4,600,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per unit, or $9,200,000 in the aggregate. The deferred fee will become payable to the underwriters for deferred underwriting commissions placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.2025

~~Note 7 — Shareholder’s Deficit~~(UNAUDITED)

~~Preference Shares~~Note 7 — ~~The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001. The Company~~Shareholders’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of June 30, 2025, there were no preference shares issued or outstanding.Deficit

~~Class A Ordinary~~Preference Shares — The Company is authorized to issue ~~400~~1,000,000 ~~Class A~~preference ~~ordinary~~ shares, with a par value of $0.0001. The Company’s ~~per~~board ~~share~~of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The ~~Holders~~board of ~~Class A~~directors ~~ordinary~~will be able to, without shareholder approval, issue preference shares ~~are~~with ~~entitled~~voting toand ~~one~~other ~~vote~~rights ~~for~~that ~~each~~could adversely ~~share~~affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. As of September ~~June~~ 30, 2025, there were no ~~Class~~preference ~~A ordinary~~ shares issued or outstanding.

Class BA Ordinary Shares — The Company is authorized to issue 80400,000,000 Class BA ordinary shares, with a par value of $0.0001 per share. Holders of ~~the~~ Class BA ordinary shares are entitled to one vote for each share. As of ~~June~~September 30, 2025, there were 5660,~~750,~~000 Class B A ordinary shares issued and outstanding., Upexcluding ~~to 750~~23,000,000 ~~Class B ordinary~~ shares ~~were~~ subject to ~~forfeiture~~possible ~~if the over-allotment option was not exercised in full or in part by the underwriters~~redemption.

~~Prior~~Class B Ordinary toShares — The ~~the~~Company ~~closing~~is ofauthorized ~~the initial~~to ~~Business~~issue ~~Combination~~80,000,000 ~~only holders of the~~ Class B ordinary shares, ~~will~~with bea ~~entitled~~par ~~to vote on the appointment and removal~~value of ~~directors~~$0.0001 orper ~~continuing~~share. ~~the~~Holders ~~Company~~of ~~in a jurisdiction outside~~ the ~~Cayman~~Class B ~~Islands~~ordinary ~~(including~~shares ~~any~~are ~~special~~entitled ~~resolution required~~ to ~~amend the~~one ~~constitutional~~vote ~~documents~~for ofeach ~~the~~share. ~~Company~~As ~~or to adopt new constitutional documents~~ of ~~the~~September ~~Company~~30, ~~in each case~~2025, ~~as a result of the~~ ~~Company~~there ~~approving~~were a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of the Company’s shareholders prior to or in connection with the completion of the initial Business Combination5,750,000 ~~holders of the~~ Class B ordinary shares issued and ~~holders of the Class A ordinary shares will vote together as a single class, except as required by law~~outstanding.

~~The Class B ordinary~~Prior ~~shares will automatically convert into Class A ordinary shares immediately prior~~ to, ~~concurrently~~the ~~with~~closing orof ~~immediately following~~ the ~~completion~~ ofinitial a Business Combination, oronly ~~earlier~~holders ~~at the option~~ of the ~~holder~~Class B onordinary ashares ~~one-for-one~~will ~~basis,~~be ~~subject~~entitled to ~~adjustment.~~vote Inon the ~~case~~ ~~that~~appointment ~~additional~~and ~~Class A~~removal ~~ordinary~~of ~~shares~~directors or ~~equity-linked~~continuing ~~securities~~the ~~are~~Company ~~issued or deemed issued~~ in ~~connection with~~ a ~~Business~~jurisdiction ~~Combination,~~ outside the ~~number~~Cayman ofIslands ~~Class A~~(including ~~ordinary~~any ~~shares~~special ~~issuable~~resolution required ~~upon~~to ~~conversion~~amend ~~of all Founder Shares will equal, in~~ the ~~aggregate,~~constitutional ~~20%~~documents of the ~~total number~~Company ofor ~~Class A~~to ~~ordinary~~adopt ~~shares~~new ~~outstanding~~constitutional ~~after~~documents ~~such~~of ~~conversion (excluding~~ the ~~Private~~Company, ~~Placement~~in ~~Units~~each ~~and the ordinary shares~~case, ~~underlying~~as ~~the~~a ~~warrants),~~result ~~including~~of the ~~total~~Company ~~number~~approving ofa ~~Class A~~transfer ~~ordinary~~by ~~shares~~way ~~issued,~~of orcontinuation ~~deemed~~in ~~issued~~a orjurisdiction ~~issuable~~outside ~~upon~~the ~~conversion or~~Cayman ~~exercise~~Islands). ofOn any ~~equity-linked~~other ~~securities~~matters submitted orto ~~rights~~a ~~issued~~vote orof ~~deemed issued, by~~ the Company’s inshareholders ~~connection~~prior ~~with~~to or in ~~relation~~connection towith the ~~consummation~~ completion of athe initial Business Combination, holders ~~excluding~~of ~~any~~the Class AB ordinary shares orand ~~equity-linked~~holders ~~securities~~of ~~exercisable~~the ~~for or convertible into~~ Class A ordinary shares ~~issued,~~will orvote totogether beas ~~issued, to any seller in~~ a ~~Business~~single ~~Combination and any Private Placement Units issued to the Sponsor~~class, ~~officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never~~except ~~occur~~as onrequired aby ~~less than one-for-one basis~~law.

~~Warrants~~The Class B —ordinary shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or Asimmediately following the completion of ~~June~~a ~~30,~~Business ~~2025,~~Combination ~~there~~or ~~were~~earlier noat ~~warrants~~the ~~outstanding~~option of the holder on a one-for-one basis, subject to adjustment. ~~Public~~In ~~Warrants~~the ~~may~~case ~~only~~that beadditional ~~exercised~~Class A ~~for~~ordinary shares or equity-linked securities are issued or deemed issued in connection with a ~~whole~~Business Combination, the number of Class A ordinary shares. Noissuable ~~fractional warrants~~upon conversion of all Founder Shares will beequal, ~~issued~~in the ~~upon~~aggregate, ~~separation~~20% of the total number of Class A ordinary shares outstanding after such conversion (excluding the Private Placement Units and ~~only~~the ~~whole~~ordinary ~~warrants~~shares ~~will~~underlying ~~trade.~~the ~~The~~warrants), ~~Public~~including ~~Warrants~~the ~~will~~total ~~become~~number ~~exercisable~~of 30Class ~~days~~A ordinary shares issued, or deemed ~~after~~issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the ~~completion~~Company in connection with or in relation to the consummation of a Business Combination., ~~The~~excluding ~~Public~~any ~~Warrants~~Class A ~~will~~ordinary ~~expire~~shares ~~five~~or ~~years~~equity-linked ~~from~~securities exercisable ~~the~~for ~~completion~~or ofconvertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination, and any Private Placement Units issued to the Sponsor, officers or ~~earlier~~directors upon ~~redemption~~conversion orof ~~liquidation~~Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

13Warrants — As of September 30, 2025, there were 11,830,000 Warrants outstanding, including 11,500,000 Public Warrants and 330,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation.

~~Table~~The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of ~~Contents~~a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

~~HIGHVIEW~~The Company ~~MERGER~~has ~~CORP~~agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain ~~NOTES~~the TOeffectiveness ~~FINANCIAL~~of ~~STATEMENTS~~such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~JUNE 30, 2025~~13

~~(UNAUDITED)~~Table of Contents

~~Note 7 — Shareholder’s~~HIGHVIEW ~~Deficit~~MERGER ~~(cont~~CORP.) NOTES TO CONDENSED FINANCIAL STATEMENTS

~~The Company will not be obligated~~SEPTEMBER to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current30, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.2025

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(aUNAUDITED)(9) of the Securities Act or another exemption. In addition, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~Once the warrants become~~Note 7 ~~exercisable,~~— Shareholders’ ~~the~~Deficit ~~Company may redeem the outstanding Public Warrants:~~(cont.)

●Once the inwarrants ~~whole~~become ~~and~~exercisable, ~~not~~the inCompany ~~part;~~may redeem the outstanding Public Warrants:

● atin awhole ~~price~~and ofnot ~~$0.01~~in ~~per Public Warrant~~part;

● ~~upon~~at ~~not~~a ~~less~~price ~~than 30 days’ prior written notice~~ of ~~redemption~~$0.01 toper ~~each~~Public ~~warrant holder~~Warrant; ~~and~~

● ~~if,~~upon ~~and~~not ~~only~~less ~~if,~~than the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30~~-trading~~ ~~day period ending three business~~ days’ ~~before~~prior ~~the~~written ~~Company sends the~~ notice of redemption to ~~the~~each warrant ~~holders.~~holder; and

If● if, and ~~when~~only if, the ~~warrants~~reported ~~become redeemable~~closing byprice of the ~~Company~~ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the ~~Company~~like) ~~may~~for ~~exercise~~any ~~its~~20 ~~redemption~~trading ~~right~~days ~~even~~within ifa it30-trading isday ~~unable~~period toending ~~register~~three orbusiness ~~qualify~~days before the ~~underlying~~Company ~~securities for~~sends ~~sale~~the ~~under~~notice ~~all~~of ~~applicable~~redemption ~~state~~to ~~securities~~the ~~laws~~warrant holders.

If ~~the Company calls the Public~~ ~~Warrants~~and ~~for~~when ~~redemption, as described above, its management will have~~ the ~~option~~warrants tobecome ~~require~~redeemable ~~any~~by ~~holder that wishes to exercise~~ the ~~Public Warrants to do so on a “cashless basis~~Company,” ~~as described in~~ the ~~warrant~~Company ~~agreement.~~may ~~The~~ exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its ~~exercise~~redemption ~~price.~~right ~~Additionally,~~even inif noit ~~event will the Company be required to net cash settle the Public Warrants. If the Company~~ is unable to ~~complete a Business Combination within the Completion~~register ~~Window~~or ~~and~~qualify the ~~Company~~underlying ~~liquidates~~securities ~~the~~for ~~funds~~sale ~~held~~under inall ~~the~~applicable ~~Trust~~state ~~Account,~~securities holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrantslaws. ~~Accordingly, the Public Warrants may expire worthless.~~

~~The Private Placement Warrants~~If ~~will~~the beCompany ~~identical~~calls to the Public Warrants ~~underlying~~for ~~the~~redemption, ~~Units~~as ~~being~~described ~~sold~~above, inits management will have the ~~Initial~~option ~~Public~~to ~~Offering,~~require ~~except~~any holder that wishes ~~(i)~~ to exercise the ~~Private Placement~~Public Warrants ~~will~~to ~~not~~do beso ~~redeemable~~on bya ~~the~~“cashless ~~Company~~basis,” ~~(ii)~~ as described in the ~~Private~~warrant ~~Placement~~agreement. ~~Warrants~~The exercise price and ~~the~~number ~~Class A~~of ordinary shares issuable upon ~~the~~ exercise of the ~~Private~~Public ~~Placement~~ Warrants ~~will~~may ~~not~~ be ~~transferable,~~adjusted ~~assignable~~in orcertain ~~salable~~circumstances ~~until~~including in ~~30 days after~~ the ~~completion~~ event of a ~~Business~~share ~~Combination~~dividend, ~~subject~~extraordinary todividend ~~certain~~or ~~limited~~recapitalization, ~~exceptions~~reorganization, ~~(iii) the~~merger ~~Private~~or ~~Placement~~consolidation. However, except as described below, the Public Warrants will not be ~~exercisable~~adjusted onfor issuances of ordinary shares at a ~~cashless basis~~price ~~and~~below ~~(iv) the~~its ~~Private~~exercise ~~Placement~~price. ~~Warrants~~Additionally, in ~~and~~no event will the ~~Class A~~Company ~~ordinary~~be ~~shares~~required ~~issuable~~to ~~upon~~net ~~exercise~~cash ofsettle the ~~Private~~Public ~~Placement~~ Warrants. ~~will~~If bethe ~~entitled~~Company is unable to ~~registration~~complete ~~rights.~~a IfBusiness Combination within the ~~Private~~Completion ~~Placement~~Window ~~Warrants~~and ~~are~~the ~~held~~Company byliquidates ~~someone~~the ~~other~~funds ~~than~~held in the ~~initial~~Trust ~~purchasers~~Account, holders of Public Warrants will not receive orany ~~their~~of ~~permitted~~such ~~transferees,~~funds ~~the~~with ~~Private~~respect ~~Placement~~to their Public Warrants, nor will bethey ~~redeemable~~receive byany distribution from the Company’s ~~and~~assets ~~exercisable~~held outside byof ~~such~~the ~~holders~~Trust onAccount ~~the same~~with ~~basis~~respect asto such Public Warrants. Accordingly, the Public Warrants may expire worthless.

14The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (i) the Private Placement Warrants will not be redeemable by the Company, (ii) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (iii) the Private Placement Warrants will be exercisable on a cashless basis and (iv) the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~Table~~Note 8 — Fair ofValue ~~Contents~~Measurements

~~HIGHVIEW~~Fair value ~~MERGER~~is ~~CORP~~defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs ~~NOTES~~used TOin ~~FINANCIAL~~measuring ~~STATEMENTS~~fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

~~JUNE~~● 30Level 1, ~~2025~~defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

~~(UNAUDITED)~~● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Note 8~~● ~~— Segment~~Level ~~Information~~3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~ASC~~The ~~Topic~~following ~~280,~~table ~~“Segment~~presents ~~Reporting,” establishes standards for companies to report in their financial statement~~ information about ~~operating~~the ~~segments,~~Company’s ~~products, services,~~assets ~~geographic~~that ~~areas, and major customers. Operating segments~~ are ~~defined~~measured asat ~~components~~fair ofvalue anon ~~enterprise~~September ~~that~~30, ~~engage in business activities from which it may recognize revenues and incur expenses~~2025, and ~~for~~indicates ~~which~~the ~~separate~~fair ~~financial~~value ~~information is available that is~~hierarchy ~~regularly~~of ~~evaluated~~the byvaluation inputs the Company’s ~~chief~~utilized ~~operating decision maker (“CODM”), or group, in deciding how~~ to ~~allocate resources~~determine ~~and~~such ~~assess~~fair ~~performance.~~value:

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

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

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss, which include the following:14

		For the period from April 16, 2025 (inception) through June 30, 2025
General and administrative costs		$	46,768

Table of Contents

~~General and administrative~~HIGHVIEW ~~costs~~MERGER are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination periodCORP. ~~The CODM also reviews general and administrative costs to manage,~~ ~~maintain~~NOTES ~~and~~TO ~~enforce~~CONDENSED ~~all~~FINANCIAL contractual agreements to ensure costs are aligned with all agreements and budget. Formation and general and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.STATEMENTS

~~Note 9~~SEPTEMBER 30, ~~— Subsequent Events~~2025

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.(UNAUDITED)

~~In August 2025, the Sponsor~~Note 8 ~~granted~~— Fair ~~membership~~Value ~~interests equivalent to an aggregate of 85,000 Founder Shares to the three directors for a consideration of $0~~Measurements (cont.~~004 per share, or an aggregate total amount of $340.~~)

~~The~~As ~~Company~~of ~~entered~~August ~~into an~~13, ~~agreement~~2025, ~~with~~ the ~~Sponsor,~~closing ~~commencing~~date onof ~~August~~the ~~11,~~Initial ~~2025~~Public Offering, ~~through~~ the ~~earlier~~fair value of the ~~Company’s~~Public ~~consummation~~Warrants ofwas ~~its~~$2,725,500, ~~initial~~or ~~Business~~$0.237 ~~Combination~~per ~~and~~Public ~~its~~Warrant. ~~liquidation,~~The tofair ~~pay~~value ~~the~~of ~~Sponsor,~~Public Warrants was determined using Monte Carlo Simulation Model. In connection with such valuation at the ~~sum~~closing of ~~$20~~the Initial Public Offering,~~000~~ ~~per~~the ~~month~~Public ~~for~~Warrants ~~office~~have ~~space~~been classified within shareholders’ deficit and ~~administrative~~will ~~services~~not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

On August 13, 2025, the Company consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 660,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and Jefferies, generating gross proceeds of $6,600,000. Of those 660,000 Private Placement Units, the Sponsor purchased 372,500 Private Placement Units, and Jefferies purchased 287,500 Private Placement Units.

	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	%

On August 13, 2025, in connection with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $0.20 per Public Share, or $4,600,000 in the aggregate. In addition, the underwriters are entitled to a deferred fee of $0.40 per unit, or $Note 9~~,200,000 in the aggregate.~~ ~~The~~— Segment deferred fee will become payable to the underwriters for deferred underwriting commissions placed in a Trust Account located in the United States and released to the underwriters only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.Information

OnASC Topic ~~August 13~~280, ~~2025~~“Segment Reporting,” ~~the~~establishes ~~Company~~standards for companies to report in their financial statements information about ~~repaid~~operating ~~the~~segments, ~~total~~products, ~~outstanding~~services, ~~balance~~geographic areas, and major customers. Operating segments are defined as components of ~~the~~an ~~Promissory~~enterprise that ~~Note~~engage ~~amounting~~in tobusiness ~~$118~~activities from which it may recognize revenues and incur expenses,~~550.~~ ~~Borrowings~~and ~~under~~for which separate financial information is available that is regularly evaluated by the ~~Promissory~~Company’s ~~Note~~chief ~~are~~operating nodecision ~~longer~~maker (“CODM”), or group, in deciding ~~available~~how to allocate resources and assess performance.

15The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.

~~Table~~The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of ~~Contents~~operations as net income or loss. The measure of segment assets is reported on the condensed balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the key metrics below.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

	September 30, 2025
Cash	$	1,029,296
Marketable securities held in Trust Account	$	231,311,175

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Highview Merger Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Highview Sponsor Co., LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

	For the Three Months Ended September 30, 2025		For the Period from April 16, 2025 (Inception) Through September 30, 2025
General and administrative costs	$	168,303	$	215,071
Interest earned on marketable securities held in Trust Account	$	1,311,175	$	1,311,175

~~Special~~General ~~Note~~and ~~Regarding~~administrative costs ~~Forward-Looking~~are ~~Statements~~reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. general and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

~~This Quarterly Report includes “forward-looking~~Note 10 ~~statements”~~— Subsequent within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.Events

~~Overview~~The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through November 13, 2025, the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

We are a blank check company incorporated in the Cayman Islands on April 16, 2025 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.15

~~The~~Table ~~issuance~~ of ~~additional shares in connection with an initial Business Combination to the owners of the target or other investors:~~Contents

●Item 2. ~~may~~Management’s ~~significantly~~Discussion ~~dilute~~and ~~the~~Analysis ~~equity interest~~ of ~~investors~~Financial inCondition ~~the~~and ~~Initial~~Results ~~Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance~~ of ~~Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;~~Operations

●References in ~~may~~this ~~subordinate~~report (the ~~rights~~“Quarterly ofReport”) ~~holders~~to “we,” “us” or the “Company” refer to Highview Merger Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Highview Sponsor Co., LLC. The following discussion and analysis of ~~Class~~the ACompany’s financial ~~ordinary~~condition ~~shares~~and ifresults ~~preference~~of ~~shares~~operations ~~are~~should ~~issued~~be read in conjunction with ~~rights~~the ~~senior~~financial tostatements ~~those~~and ~~afforded~~the ~~our~~notes ~~Class~~thereto Acontained elsewhere ~~ordinary~~in ~~shares;~~this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

●Special Note ~~could~~Regarding ~~cause~~Forward-Looking a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;Statements

●This Quarterly ~~may~~Report ~~have~~includes “forward-looking statements” within the ~~effect~~meaning of ~~delaying~~Section or27A ~~preventing~~of athe ~~change~~Securities Act of ~~control~~1933 and Section 21E of usthe byExchange ~~diluting~~Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~share~~completion ~~ownership~~of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or ~~voting~~future ~~rights~~performance, but reflect management’s current beliefs, based on information currently available. A number of afactors ~~person~~could ~~seeking~~cause actual events, performance or results to ~~obtain~~differ ~~control~~materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of ~~us;~~the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

~~● may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants.~~Overview

~~Similarly~~We are a blank check company incorporated in the Cayman Islands on April 16, 2025 formed for the purpose of effecting a merger, share exchange, ifasset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we ~~issue~~may ~~debt~~enter ~~securities~~into following the consummation of the Initial Public Offering or otherwise), ~~incur~~shares ~~significant~~issued to the owners of the target, debt issued to ~~banks~~bank or other lenders or the owners of athe target, itother ~~could~~securities ~~result in:~~issuances, or a combination of the foregoing.

●The issuance ~~default~~of ~~and~~additional ~~foreclosure~~shares onin ~~our~~connection ~~assets~~with ~~if our operating revenues after~~ an initial Business Combination ~~are~~to ~~insufficient~~the toowners ~~repay~~of ~~our~~the ~~debt~~target ~~obligations;~~or other investors:

● ~~acceleration~~may ofsignificantly ~~our~~dilute ~~obligations~~the toequity ~~repay~~interest of investors in the ~~indebtedness~~Initial ~~even~~Public ifOffering, wewhich ~~make~~dilution ~~all~~would ~~principal~~increase ~~and~~if ~~interest~~the ~~payments~~anti-dilution ~~when~~provisions ~~due~~in ifthe weClass ~~breach~~B ~~certain~~ordinary ~~covenants~~shares ~~that~~resulted ~~require~~in the ~~maintenance~~issuance of ~~certain~~Class ~~financial~~A ~~ratios~~ordinary orshares ~~reserves~~on ~~without~~ a ~~waiver~~greater orthan ~~renegotiation~~one-to-one basis upon conversion of ~~that~~the ~~covenant~~Class B ordinary shares;

● ~~our~~may ~~immediate~~subordinate ~~payment~~the rights of ~~all~~holders ~~principal~~of ~~and~~Class ~~accrued~~A ~~interest,~~ordinary shares if ~~any,~~preference ifshares ~~the~~are ~~debt~~issued ~~security~~with isrights ~~payable~~senior onto ~~demand~~those afforded our Class A ordinary shares;

16● could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

~~Table~~● may have the effect of ~~Contents~~delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

● ~~our~~may ~~inability~~adversely toaffect ~~obtain~~prevailing ~~necessary~~market ~~additional~~prices ~~financing~~for ~~if the debt security contains covenants restricting~~ our ~~ability~~Units, toClass ~~obtain~~A ~~such~~ordinary ~~financing~~shares ~~while~~and/or ~~the~~Public ~~debt security is outstanding;~~Warrants.

●Similarly, if ~~using~~we aissue ~~substantial~~debt ~~portion~~securities ofor ~~our~~otherwise ~~cash~~incur ~~flow~~significant debt to ~~pay~~banks ~~principal~~or ~~and~~other ~~interest~~lenders onor ~~our debt, which will reduce~~ the ~~funds~~owners ~~available~~of ~~for~~a ~~expenses~~target, ~~capital~~it ~~expenditures,~~could ~~acquisitions and other general corporate purposes;~~result in:

● ~~limitations~~default and foreclosure on our ~~flexibility~~assets inif ~~planning~~our ~~for~~operating ~~and~~revenues ~~reacting~~after toan ~~changes~~initial inBusiness ~~our~~Combination ~~business~~are ~~and~~insufficient into ~~the~~repay ~~industry~~our indebt ~~which we operate~~obligations;

● ~~increased~~acceleration ~~vulnerability~~of toour ~~adverse~~obligations ~~changes~~to inrepay ~~general~~the ~~economic,~~indebtedness ~~industry~~even ~~and~~if ~~competitive~~we ~~conditions~~make ~~and~~all ~~adverse~~principal ~~changes in government regulation;~~ and ~~limitations~~interest onpayments ~~our~~when ~~ability~~due toif ~~borrow~~we ~~additional~~breach ~~amounts~~certain ~~for~~covenants ~~expenses,~~that ~~capital~~require ~~expenditures,~~the ~~acquisitions,~~maintenance ~~debt service requirements, execution~~ of ~~our~~certain ~~strategy~~financial ~~and~~ratios ~~other~~or ~~purposes~~reserves ~~and~~without ~~other~~a ~~disadvantages~~waiver ~~compared~~or torenegotiation ~~our~~of ~~competitors~~that ~~who have less debt.~~covenant;

We● ~~expect~~our toimmediate ~~continue~~payment ~~to incur significant costs in the pursuit~~ of ~~our~~all ~~acquisition~~principal ~~plans.~~and Weaccrued ~~cannot~~interest, ~~assure~~if ~~you~~any, ~~that~~if ~~our~~the ~~plans~~debt tosecurity ~~complete~~is apayable ~~Business~~on ~~Combination will be successful.~~demand;

~~Results of Operations~~16

WeTable have neither engaged in any operations nor generated any revenues to date. Our only activities from April 16, 2025 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.Contents

~~For~~● ~~the~~our ~~period~~inability ~~from~~to ~~April~~obtain ~~16,~~necessary ~~2025~~additional ~~(inception) through~~financing ~~June~~if ~~30,~~the ~~2025,~~debt wesecurity ~~had~~contains acovenants ~~net~~restricting ~~loss~~our ~~$46,768,~~ability ~~which~~to ~~consisted~~obtain ofsuch ~~general~~financing ~~and~~while ~~administrative~~the ~~costs.~~debt security is outstanding;

~~Liquidity~~● using a substantial portion of our cash flow to pay principal and ~~Capital~~interest ~~Resources~~on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

~~Our~~● ~~liquidity~~limitations ~~needs~~on ~~have been satisfied prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from~~ our ~~Sponsor~~flexibility in ~~exchange~~planning for ~~the issuance of the founder shares to our Sponsor~~ and upreacting to ~~$400,000~~changes in ~~an available loan from~~ our ~~Sponsor.~~business ~~This loan was non-interest bearing~~ and ~~unsecured.~~ ~~This~~in ~~loan was due at~~ the ~~earlier~~industry ofin ~~December~~which ~~31,~~we 2025 or the closing of the Initial Public Offering and was anticipated to be repaid upon completion of the Initial Public Offering out of the $680,000 of offering proceeds that was allocated for the payment of offering expenses other than underwriting commissions. On August 13, 2025, the Promissory Note was repaid in full.operate;

~~Subsequent~~● toincreased ~~the~~vulnerability ~~quarterly~~to ~~period~~adverse ~~covered~~changes ~~by this~~in ~~Quarterly~~general ~~Report on Form 10-Q~~economic, onindustry ~~August~~and ~~13,~~competitive ~~2025,~~conditions ~~the~~and ~~Company~~adverse ~~consummated~~changes ~~the~~in ~~Initial~~government ~~Public~~regulation; ~~Offering~~and oflimitations ~~23,000,000~~on ~~Units,~~our ~~which includes~~ability ~~the~~to ~~full~~borrow ~~exercise~~additional byamounts ~~the~~for ~~underwriters of their over-allotment option in the amount of 3~~expenses,~~000,000~~ ~~Units,~~capital ~~at $10.00 per Unit~~expenditures, ~~generating gross proceeds of $230~~acquisitions,~~000,000.~~ ~~Simultaneously~~debt ~~with~~service ~~the closing of the Initial Public Offering~~requirements, ~~the~~execution ~~Company consummated the sale~~ of ~~660,000 Private~~our ~~Placement~~strategy ~~Units~~and atother apurposes ~~price~~and ofother ~~$10.00~~disadvantages ~~per~~compared ~~Private Placement Unit, in a private placement~~ to ~~the~~our ~~Sponsor~~competitors ~~and~~who ~~Jefferies,~~have ~~generating gross~~less ~~proceeds of $6,600,000~~debt. ~~Of those 660,000 Private Placement Units, the Sponsor purchased 372,500 Private Placement Units, and Jefferies purchased 287,500 Private Placement Units.~~

~~Following~~We expect ~~the~~to ~~closing~~continue ofto ~~the~~incur ~~Initial~~significant ~~Public~~costs ~~Offering and~~in the ~~Private~~pursuit ~~Placement, a total~~ of ~~$230,000,000~~our ~~was~~acquisition ~~placed in the Trust Account~~plans. We ~~incurred~~cannot ~~$14,440,234,~~assure ~~consisting~~you ofthat ~~$4,600,000 of~~our ~~cash~~plans ~~underwriting~~to ~~fee,~~complete a ~~$9,200,000~~Business ofCombination ~~deferred~~will ~~underwriting~~be ~~fee, and $640,234 of other offering costs~~successful.

~~The remaining proceeds from the Initial Public~~Results ~~Offering~~of and the Private Placement are held outside the Trust Account, in the cash operating account amounting to $1,420,324. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.Operations

17We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 16, 2025 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

~~Table~~For the three months ended September 30, 2025, we had a net income $988,172, which consisted of ~~Contents~~interest earned on marketable securities held in the Trust Account of $1,311,175, offset by formation and operational costs of $168,303 and compensation expense of $154,700.

~~We intend to use substantially all of~~ For the ~~funds~~period ~~held~~from inApril ~~the Trust Account~~16, ~~including~~ ~~any~~2025 ~~amounts representing interest earned on the Trust Account~~ (~~excluding deferred underwriting commissions~~inception) tothrough ~~complete~~September ~~our initial~~30, ~~Business~~2025, ~~Combination.~~we Wehad ~~may~~a ~~withdraw~~net ~~interest earned on the funds held in the Trust Account to fund our taxes payable (other than excise or similar taxes). Our annual~~ income ~~tax~~$941,404, ~~obligations~~which ~~will~~consisted ~~depend on the amount~~ of interest ~~and other income~~ earned on ~~the amounts~~marketable securities held in the Trust Account. Weof ~~expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes~~$1, ~~if any. To the extent that our equity or debt is used~~311, ~~in whole or in part~~175, asoffset ~~consideration~~by toformation ~~complete~~and ~~our~~operational ~~initial~~costs ~~Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations~~ of ~~the target business or businesses~~$215, ~~make~~071 ~~other acquisitions~~ and ~~pursue~~compensation expense ~~our~~of ~~growth strategies~~$154,700.

~~We do not believe we will need to raise additional~~Liquidity funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and ~~directors~~Capital may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Such loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.Resources

~~These amounts are estimates and may differ materially~~Our ~~from~~liquidity ~~our~~needs ~~actual~~have ~~expenses.~~been Insatisfied ~~addition,~~prior weto ~~could~~the ~~use~~completion ~~a portion~~ of the ~~funds~~Initial ~~not~~Public ~~being~~Offering ~~placed~~through inreceipt ~~trust~~of toa ~~pay~~$25,000 ~~commitment~~capital ~~fees for financing,~~contribution ~~fees~~from toour ~~consultants~~Sponsor toin ~~assist~~exchange ~~us with our search~~ for athe ~~target~~issuance ~~business~~of orthe asfounder ashares ~~down payment or~~ to ~~fund~~our aSponsor ~~“no-shop”~~and ~~provision (a~~up ~~provision designed~~ to ~~keep~~$400,000 ~~target businesses~~ from ~~“shopping”~~the ~~around~~Promissory ~~for~~Note. ~~transactions~~The ~~with other companies or investors~~Promissory onNote ~~terms~~was ~~more~~non-interest ~~favorable~~bearing toand ~~such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so~~unsecured. IfThe wePromissory ~~entered~~Note ~~into~~was andue ~~agreement~~at ~~where we paid for~~ the ~~right~~earlier toof ~~receive~~December ~~exclusivity~~31, ~~from~~2025 aor ~~target business,~~ the ~~amount~~closing ~~that~~of ~~would~~the beInitial Public ~~used~~Offering asand awas ~~down~~anticipated ~~payment or~~ to ~~fund a “no-shop” provision would~~ be ~~determined~~repaid ~~based~~upon oncompletion ~~the terms~~ of the ~~specific~~Initial ~~Business~~Public ~~Combination~~Offering ~~and~~out ~~the amount~~ of ~~our available funds at~~ the ~~time.~~$680,000 ~~Our forfeiture~~ of ~~such~~offering ~~funds (whether as a result~~proceeds ofthat ~~our~~was ~~breach~~allocated orfor ~~otherwise)~~the ~~could~~payment ~~result~~of inoffering ~~our~~expenses ~~not~~other ~~having~~than ~~sufficient~~underwriting ~~funds~~commissions. toOn ~~continue~~August ~~searching~~13, ~~for~~2025, orthe ~~conducting~~Promissory ~~due diligence with~~Note ~~respect~~was ~~to,~~repaid ~~prospective~~in ~~target businesses~~full.

~~Moreover, we may need to obtain additional financing to complete our initial~~On ~~Business~~August ~~Combination~~13, ~~either~~2025, ~~because~~ the ~~transaction~~Company ~~requires~~consummated ~~more cash than is available from~~ the ~~proceeds~~Initial ~~held~~Public inOffering ~~our Trust Account or because we become obligated to redeem a significant number~~ of ~~Public~~23,000,000 ~~Shares~~Units, ~~upon~~which ~~completion~~includes of the ~~Business~~full ~~Combination,~~exercise inby ~~which~~the ~~case~~underwriters weof ~~may~~their ~~issue~~over-allotment ~~additional~~option ~~securities~~in orthe ~~incur~~amount ~~debt~~of in3,000,000 ~~connection~~Units, ~~with~~at ~~such Business Combination~~$10.00 Inper ~~addition~~Unit, wegenerating ~~intend~~gross toproceeds ~~target~~of ~~businesses~~$230,000,000. Simultaneously with ~~enterprise values that are greater than we could acquire with~~ the ~~net~~closing ~~proceeds~~ of the Initial Public Offering ~~and the Private Placement~~, ~~and,~~ ~~as a result, if~~ the ~~cash~~Company ~~portion~~consummated of the ~~purchase~~sale ~~price exceeds the amount available from the Trust Account, net~~ of ~~amounts needed to satisfy any redemptions by Public Shareholders~~660,000 wePrivate ~~may~~Placement beUnits ~~required~~at toa ~~seek~~price ~~additional financing to complete such proposed initial Business Combination. We may also obtain financing prior to the closing~~ of ~~our initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial Business Combination~~$10. ~~There is no limitation on our~~00 ~~ability~~per toPrivate ~~raise~~Placement ~~funds through the issuance of equity or equity-linked securities or through loans~~Unit, ~~advances or other indebtedness~~ in ~~connection~~ ~~with~~a ~~our~~private ~~initial~~placement ~~Business Combination, including pursuant~~ to ~~forward purchase agreements or backstop agreements we may enter into following consummation of~~ the ~~Initial~~Sponsor ~~Public~~and ~~Offering. Subject to compliance with applicable securities laws~~Jefferies, wegenerating ~~would~~gross ~~only~~proceeds ~~complete such financing simultaneously with the completion~~ of ~~our initial Business Combination~~$6,600,000. IfOf wethose ~~are unable to complete our initial Business~~660,000 ~~Combination~~Private ~~because~~Placement ~~we do not have sufficient funds available to us~~Units, ~~we will be forced to liquidate~~ the ~~Trust~~Sponsor ~~Account.~~purchased ~~In addition~~372,500 ~~following our~~Private ~~initial~~Placement ~~Business Combination~~Units, ifand ~~cash~~Jefferies onpurchased ~~hand is insufficient~~287,500 wePrivate ~~may~~Placement ~~need to obtain additional financing in order to meet our obligations~~Units.

~~Off-Balance~~Following the ~~Sheet~~closing ~~Arrangements~~of the Initial Public Offering and the Private Placement, a total of $230,000,000 was placed in the Trust Account. We incurred $14,440,234, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $640,234 of other offering costs.

WeFor the ~~have~~period nofrom ~~obligations~~April 16, ~~assets~~2025 or(inception) ~~liabilities, which~~through ~~would~~September be30, ~~considered~~2025, ~~off-balance~~cash ~~sheet~~used ~~arrangements~~in asoperating ofactivities ~~June~~was 30$378, ~~2025~~260. WeNet doincome ~~not~~of $941,404 ~~participate~~was inaffected ~~transactions~~by ~~that~~payment ~~create~~of ~~relationships with~~operating ~~unconsolidated~~expenses ~~entities~~through orissuance ~~financial~~of ~~partnerships,~~Class ~~often~~B ~~referred~~ordinary toshares asof ~~variable interest entities~~$25,000, ~~which~~payment ~~would~~of ~~have~~general ~~been established~~and ~~for~~administrative ~~the~~costs ~~purpose~~through ofpromissory ~~facilitating~~note ~~off-balance~~related ~~sheet~~party ~~arrangements.~~of We$2,550, ~~have~~interest ~~not~~earned ~~entered~~on ~~into~~marketable ~~any~~securities ~~off-balance~~held ~~sheet~~in ~~financing~~the ~~arrangements,~~Trust Account ~~established~~of ~~any~~$1,311,175 ~~special~~and ~~purpose~~compensation ~~entities~~expense of $154,700. ~~guaranteed~~Changes ~~any~~in ~~debt~~operating orassets ~~commitments~~and ofliabilities ~~other~~used ~~entities~~$190,739 orof ~~purchased~~cash ~~any~~for ~~non-financial~~operating ~~assets~~activities.

~~Contractual~~As of ~~obligations~~September 30, 2025, we had marketable securities held in the Trust Account of $231,311,175 (including $1,311,175 of interest income) consisting of cash and U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest earned on the funds held in the Trust Account to pay our taxes, if any (other than excise or similar taxes). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions), to complete our Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

WeThe remaining doproceeds ~~not~~from ~~have~~the ~~any~~Initial ~~long-term~~Public ~~debt,~~Offering ~~capital~~and ~~lease obligations,~~the ~~operating~~Private ~~lease~~Placement ~~obligations~~are orheld ~~long-term~~outside ~~liabilities,~~the ~~other~~Trust ~~than~~Account, anin ~~agreement~~the tocash ~~pay~~operating account ~~the~~amounting ~~Sponsor~~to $201,~~000~~029,296. ~~per~~Such ~~month~~funds ~~for~~are ~~office space~~being ~~and~~used ~~administrative~~primarily ~~services.~~to Weenable ~~began~~us ~~incurring~~to ~~these~~identify ~~fees~~a ontarget ~~August 11, 2025~~ and ~~will continue~~ to ~~incur~~negotiate ~~these~~and ~~fees monthly until~~consummate ~~the~~our ~~earlier~~initial ~~of the completion of the~~ Business Combination ~~and our liquidation~~.

1817

Table of Contents

~~The~~We do ~~underwriters~~not ~~were~~believe ~~entitled~~we will need to araise ~~deferred~~additional ~~underwriting~~funds following the Initial Public Offering in order to meet the expenditures requires ~~commissions~~for ofoperating $0our business prior to our initial Business Combination.40 ~~per~~In ~~Public~~order ~~Share~~to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or $9an affiliate of our Sponsor or certain of our officers and directors may,~~200~~ but are not obligated to,~~000~~ inloan ~~the~~us ~~aggregate~~funds as may be required. ~~The~~If ~~deferred~~we ~~fee~~complete ~~will~~our ~~become~~initial ~~payable~~Business toCombination, we would repay such loaned amounts. In the ~~underwriters~~event ~~for~~that ~~deferred underwriting~~our ~~commissions~~initial ~~placed~~Business inCombination does not close, we may use a portion of the working capital held outside the Trust Account ~~located~~to inrepay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Such loans may be convertible into private placement units of the ~~United~~post ~~States~~Business ~~and~~Combination ~~released~~entity toat a price of $10.00 per unit at the option ~~underwriters~~of ~~only~~the ~~upon~~lender. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of anour initial Business Combination, ~~subject~~we do not expect to ~~the~~seek ~~terms~~loans from parties other than our Sponsor or an affiliate of ~~the~~our ~~underwriting~~Sponsor ~~agreement~~as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

~~Critical~~These amounts ~~Accounting~~are ~~Estimates~~estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific Business Combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.

~~The~~Moreover, we ~~preparation~~may ofneed to obtain additional financing to complete our initial Business Combination, either because the ~~unaudited~~transaction ~~condensed~~requires ~~financial~~more ~~statements~~cash ~~and~~than ~~related~~is ~~disclosures~~available from the proceeds held in ~~conformity~~our ~~with~~Trust ~~GAAP~~Account ~~requires~~or ~~Management~~because we become obligated to ~~make~~redeem ~~estimates~~a ~~and~~significant ~~assumptions~~number ~~that~~of ~~affect~~Public Shares upon completion of the ~~reported~~Business Combination, in which case we may issue additional securities or incur debt in connection with ~~amounts~~such ofBusiness ~~assets~~Combination. ~~and~~In ~~liabilities~~addition, ~~disclosure~~we ofintend ~~contingent~~to ~~assets~~target ~~and~~businesses ~~liabilities~~with atenterprise values that are greater than we could acquire with the ~~date~~net proceeds of the ~~unaudited~~Initial ~~condensed~~Public ~~financial~~Offering ~~statements,~~ and ~~income~~the Private Placement, and, ~~expenses~~as ~~during~~a result, if the ~~periods~~cash ~~reported.~~portion ~~Making~~of ~~estimates~~the ~~requires~~purchase price ~~Management~~exceeds the amount available from the Trust Account, net of amounts needed to ~~exercise~~satisfy ~~significant~~any ~~judgement.~~redemptions Itby isPublic atShareholders, we ~~least~~may ~~reasonably~~be ~~possible~~required ~~that~~to ~~the~~seek ~~estimate~~additional offinancing to complete such proposed initial Business Combination. We may also obtain financing prior to the ~~effect~~closing of aour ~~condition,~~initial ~~situation~~Business orCombination ~~set~~to fund our working capital needs and transaction costs in connection with our search for and completion of ~~circumstances~~our ~~that~~initial ~~existed~~Business atCombination. There is no limitation on our ability to raise funds through the ~~date~~issuance of ~~the~~equity ~~unaudited~~or ~~condensed~~equity-linked ~~financial~~securities ~~statements~~or through loans, ~~which~~advances ~~Management~~or ~~considered~~other indebtedness in ~~formulating~~connection ~~its~~with ~~estimate~~our initial Business Combination, including ~~could~~pursuant ~~change~~to inforward ~~the~~purchase ~~near~~agreements ~~term~~or ~~due~~backstop agreements we may enter into following consummation of the Initial Public Offering. Subject to ~~one~~compliance orwith ~~more~~applicable ~~future~~securities ~~confirming~~laws, ~~events~~we would only complete such financing simultaneously with the completion of our initial Business Combination. ~~Accordingly~~If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, ~~the~~we ~~actual~~will ~~results~~be ~~could~~forced ~~materially~~to ~~differ~~liquidate ~~from~~the ~~those~~Trust ~~estimates~~Account. AsIn ofaddition, ~~June~~following 30our initial Business Combination, if ~~2025~~cash on hand is insufficient, we ~~did~~may ~~not~~need ~~have~~to ~~any~~obtain ~~critical~~additional ~~accounting~~financing ~~estimates~~in order to bemeet ~~disclosed~~our obligations.

~~Recently~~Off-Balance Sheet ~~Issued Accounting Standards~~Arrangements

~~Management~~We have ~~does~~no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025. We do not ~~believe~~participate in transactions that ~~any~~create ~~other~~relationships ~~recently~~with ~~issued~~unconsolidated entities or financial partnerships, ~~but~~often ~~not~~referred ~~yet~~to as ~~effective~~variable interest entities, ~~accounting~~which ~~standards~~would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, ifestablished ~~currently~~any ~~adopted~~special purpose entities, ~~would~~guaranteed ~~have~~any adebt ~~material~~or ~~effect~~commitments of onother ~~the~~entities, ~~Company’s~~or purchased any non-financial ~~statements~~assets.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~Contractual obligations

~~Not~~We do ~~applicable~~not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor $20,000 per month for office space and administrative services. We began incurring these fees on August 11, 2025 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

~~Item 4. Controls and Procedures~~18

~~Evaluation~~Table of ~~Disclosure Controls and Procedures~~Contents

~~Disclosure controls are procedures that are designed with the objective~~The ofunderwriters ~~ensuring~~were ~~that~~entitled ~~information required~~ to bea ~~disclosed~~deferred inunderwriting ~~our~~commissions ~~reports~~of ~~filed~~$0.40 ~~under~~per ~~the~~Public ~~Exchange Act~~Share, ~~such~~or ~~as this Quarterly Report~~$9, ~~is recorded~~200, ~~processed,~~000 ~~summarized, and reported within the time period specified~~ in the ~~SEC’s rules and forms~~aggregate. ~~Disclosure~~The ~~controls are also~~deferred ~~designed~~fee ~~with~~will ~~the~~become ~~objective~~payable ofto ~~ensuring~~the ~~that~~underwriters ~~such~~for ~~information~~deferred isunderwriting ~~accumulated~~commissions ~~and~~placed ~~communicated~~in toa ~~our~~Trust ~~management,~~Account ~~including~~located in the ~~chief~~United ~~executive~~States ~~officer~~ and ~~chief~~released ~~financial officer, as appropriate~~ to ~~allow~~the ~~timely~~underwriters ~~decisions~~only ~~regarding~~upon ~~required disclosure. Our management evaluated, with~~ the ~~participation~~completion of ~~our~~an ~~current~~initial ~~chief~~Business ~~executive officer and chief financial officer (our “Certifying Officers”)~~Combination, ~~the effectiveness~~subject ~~of our disclosure controls and procedures as of June 30, 2025, pursuant~~ to ~~Rule 13a-15(b) under~~ the ~~Exchange~~terms ~~Act. Based upon that evaluation, our Certifying Officers concluded that, as~~ of ~~June~~the ~~30, 2025, our disclosure controls and procedures were effective~~underwriting agreement.

~~We do not expect that our disclosure controls~~Critical ~~and~~Accounting procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Estimates

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires Management’s ~~Report~~to onmake estimates ~~Internal~~and ~~Controls~~assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities ~~Over~~at ~~Financial~~the ~~Reporting~~date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.

~~This Quarterly Report does not include a report of management’s assessment~~Recently ~~regarding~~Issued ~~internal~~Accounting ~~control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.~~Standards

~~Changes~~Management does innot ~~Internal~~believe ~~Control~~that ~~over~~any ~~Financial~~other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material ~~Reporting~~effect on the Company’s financial statements.

~~There were no changes in our internal control over~~Item ~~financial~~3. ~~reporting~~Quantitative ~~(as such term is defined in Rules 13a-15(f)~~ and ~~15d-15(f)~~Qualitative ofDisclosures ~~the~~About ~~Exchange~~Market ~~Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~Risk

19Not applicable.

~~Table~~Item 4. ofControls ~~Contents~~and Procedures

~~PART~~Evaluation of IIDisclosure -Controls ~~OTHER~~and ~~INFORMATION~~Procedures

~~Item~~Disclosure controls 1are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. ~~Legal~~Disclosure ~~Proceedings~~controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.

We do ~~are~~not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not ~~currently~~absolute, ~~subject~~assurance tothat ~~any~~the ~~material~~objectives ~~legal~~of the ~~proceedings~~disclosure controls and procedures are met. Further, ~~nor~~the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our ~~knowledge~~control deficiencies and instances of fraud, isif any. ~~material~~The ~~legal~~design ~~proceeding~~of ~~threatened~~disclosure ~~against~~controls usand orprocedures ~~any~~also is based partly on certain assumptions about the likelihood of ~~our~~future ~~officers~~events, orand ~~directors~~there can be no assurance that any design will succeed in ~~their~~achieving its stated ~~corporate~~goals ~~capacity~~under all potential future conditions.

~~Item~~Management’s Report ~~1A.~~on ~~Risk~~Internal ~~Factors~~Controls Over Financial Reporting

~~Factors that could cause our actual results to differ~~This ~~materially from those in this~~ Quarterly Report ~~are~~does ~~any~~not ofinclude ~~the~~a ~~risks~~report ~~described~~of inmanagement’s ~~our~~assessment ~~Final~~regarding ~~Prospectus,~~internal ~~filed~~control ~~with~~over ~~the~~financial ~~SEC~~reporting onor ~~August 12,~~an ~~2025.~~attestation ~~Any~~report of ~~these~~our ~~factors~~independent ~~could~~registered ~~result~~public inaccounting afirm ~~significant~~due orto ~~material~~a ~~adverse~~transition ~~effect~~period onestablished ~~our~~by ~~results~~rules of ~~operations~~the orSEC ~~financial condition.~~for ~~Additional~~newly ~~risk~~public ~~factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations~~companies.

~~As of the date of this Quarterly Report on Form 10-Q,~~Changes ~~there have been no material changes to the risk factors disclosed~~ in ~~our~~Internal ~~Final~~Control ~~Prospectus.~~over WeFinancial ~~may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.~~Reporting

~~Item~~There were 2.no ~~Unregistered~~changes ~~Sales~~in ofour ~~Equity~~internal ~~Securities~~control over financial reporting (as such term is defined in Rules 13a-15(f) and ~~Use~~15d-15(f) of ~~Proceeds~~the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On August 13, 2025, we consummated our Initial Public Offering of 23,000,000 Units at $10.00 per Unit, including the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their Over-Allotment Option, generating gross proceeds to the Company of $230,000,000. Jefferies LLC acted as the underwriter. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-288914). The SEC declared the registration statement effective on August 11, 2025.19

~~Simultaneously~~Table ~~with the consummation~~ of the Initial Public Offering, on August 13, 2025, we consummated the private sale of an aggregate of 660,000 Sponsor Private Placement Units to the Sponsor and Jefferies LLC at a purchase price of $10.00 per unit, generating gross proceeds of $6,600,000. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.Contents

~~We incurred transaction costs amounting to approximately~~PART ~~$14.4~~II ~~million,~~- ~~consisting~~OTHER ~~of an aggregate amount of approximately $4.6 million of upfront underwriting fee, approximately $9.2 million of deferred underwriting fees, and approximately $0.6 million of other offering costs.~~ INFORMATION

~~Following the closing of the Initial Public Offering,~~Item ~~of the net proceeds received from the consummation of the Initial Public Offering and simultaneous Private Placement, $230,000,000 ($10~~1.~~00 per~~ ~~unit~~Legal ~~sold in the Initial Public Offering) was placed in a U.S.-based trust account maintained by the Trustee.~~ Proceedings

~~There~~We are ~~has~~not ~~been~~currently nosubject ~~material~~to ~~change~~any inmaterial ~~the~~legal ~~planned~~proceedings, ~~use~~nor, ofto ~~proceeds~~our ~~from~~knowledge, ~~the Initial~~is ~~Public~~any ~~Offering~~material ~~and~~legal ~~Sponsor~~proceeding ~~Private~~threatened ~~Placement~~against us asor isany ~~described~~of inour ~~the~~officers ~~Company’s~~or ~~final~~directors ~~prospectus~~in ~~for~~their ~~its~~corporate ~~Initial Public Offering~~capacity.

20Item 1A. Risk Factors

~~Table~~Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of ~~Contents~~the risks described in our Final Prospectus, filed with the SEC on August 12, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

~~Item~~As of 3the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Final Prospectus. We ~~Defaults~~may ~~Upon~~disclose ~~Senior~~changes ~~Securities~~to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item~~On August 413, 2025, we consummated our Initial Public Offering of 23,000,000 Units at $10.00 ~~Mine~~per ~~Safety~~Unit, ~~Disclosures~~including the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their Over-Allotment Option, generating gross proceeds to the Company of $230,000,000. Jefferies LLC acted as the underwriter. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-288914). The SEC declared the registration statement effective on August 11, 2025.

~~Not~~Simultaneously with ~~applicable~~the consummation of the Initial Public Offering, on August 13, 2025, we consummated the private sale of an aggregate of 660,000 Sponsor Private Placement Units to the Sponsor and Jefferies LLC at a purchase price of $10.00 per unit, generating gross proceeds of $6,600,000. The Private Placement Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Item~~We incurred 5transaction costs amounting to approximately $14.4 ~~Other~~million, ~~Information~~consisting of an aggregate amount of approximately $4.6 million of upfront underwriting fee, approximately $9.2 million of deferred underwriting fees, and approximately $0.6 million of other offering costs.

~~None~~Following the closing of the Initial Public Offering, of the net proceeds received from the consummation of the Initial Public Offering and simultaneous Private Placement, $230,000,000 ($10.00 per unit sold in the Initial Public Offering) was placed in a U.S.-based trust account maintained by the Trustee.

~~Item~~There has 6.been ~~Exhibits~~no material change in the planned use of proceeds from the Initial Public Offering and Sponsor Private Placement as is described in the Company’s final prospectus for its Initial Public Offering.

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~20

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).

Table of Contents

*Item 3. ~~Filed~~Defaults ~~herewith.~~Upon Senior Securities

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.None

21Item 4. Mine Safety Disclosures

~~Table of Contents~~Not applicable.

~~SIGNATURES~~Item 5. Other Information

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~None

	HIGHVIEW MERGER CORP.
Date: September 22, 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)

Item 6. Exhibits

22The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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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).

Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	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)

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