HVMC

Business Context and Reporting Period

Company: Highview Merger Corp. (HVMC)

Filing Type: Form 10-Q (Quarterly Report)

Reporting Period: Three months ended March 31, 2026

Business Overview: Highview Merger Corp. is a Cayman Islands exempted company formed as a blank check entity (SPAC) to effect a business combination. As of March 31, 2026, the Company had not commenced any operations. All activity relates to its formation, its Initial Public Offering (IPO) consummated on August 13, 2025, and the search for a target business. The Company is classified as an emerging growth company and a shell company.

Key Financial Metrics

Revenue: $0 (No operating revenue generated).

Expenses: General and administrative costs were $288,569 for the quarter.

Debt: No outstanding borrowings under the Promissory Note or Working Capital Loans as of March 31, 2026. A deferred underwriting fee of $9,200,000 is recorded as a liability.

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased by approximately $1.96 million, driven entirely by interest earned on marketable securities (U.S. Treasury Bills) held within the account.
• Operating Cash Flow: Net cash used in operating activities was $192,839. This usage was primarily due to increases in prepaid expenses ($56,912) and the non-cash nature of the interest income earned in the Trust Account.
• Shareholder Deficit: Accumulated deficit increased to $(8,566,422) from $(8,277,853). This increase is due to the accretion of the carrying value of Class A ordinary shares subject to possible redemption to their redemption value ($1,961,704), which was partially offset by the net income for the period.
• Liquidity: Operating cash decreased by $167,839 from the beginning of the period.

Outlook, Risks, and Management Commentary

Going Concern: The Company's liquidity condition raises substantial doubt about its ability to continue as a going concern for a period of one year after the issuance of the financial statements. Management plans to address this uncertainty by completing a business combination. If a combination is not completed within the 24-month "Completion Window" (ending August 13, 2027), the Company will liquidate.

Capital Resources: The Company may need to raise additional capital through loans or investments from the Sponsor, officers, or directors to fund working capital deficiencies or transaction costs. Up to $1,500,000 of such Working Capital Loans may be convertible into units.

Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account (approximately $10.24 per share as of March 31, 2026) in connection with a business combination or liquidation.

Risks:

• Failure to complete a business combination within the required timeframe.
• Insufficient funds to complete a transaction if significant redemptions occur.
• Market volatility and economic conditions affecting the ability to identify a target.
• Internal control deficiencies common in early-stage companies and potential targets.

Investor Verification Checklist

• Trust Account Yield: Verify the interest rate environment and the specific composition of the Trust Account assets (U.S. Treasury Bills vs. Money Market Funds) to assess future accretion.
• Completion Deadline: Confirm the exact expiration date of the 24-month window to complete a business combination (August 13, 2027) and any potential extension mechanisms.
• Deferred Underwriting Fee: Note the $9.2 million deferred fee payable only upon a successful business combination; this represents a significant liability if a deal closes.
• Related Party Expenses: Monitor the $20,000 monthly administrative fee paid to the Sponsor, which accelerates to $480,000 total if a deal closes early.
• Redemption Value: Track the per-share redemption value in the Trust Account, which fluctuates with interest income and potential tax withdrawals.