Highview Merger Corp-A美股招股说明书(2025-08-12版)

Highview Merger Corp. 20,000,000 Units Highview Merger Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purposeof effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses, which we refer to as our initial business combination. We have not selected any specificbusiness combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions,directly or indirectly, with any business combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class Aordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase oneClass A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. We refer to the warrantsincluded in the units as public warrants. Only whole warrants are exercisable. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after thecompletion of our initial business combination, and will expire five years after the completion of our initial businesscombination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 3,000,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, in connection with thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account described below as of twobusiness days prior to the consummation of our initial businesscombination, including interest earned on the funds held in the trust account (net of taxes paid or payable (other thanexcise or similar taxes)), divided by the number of then issued and outstanding public shares, subject to the limitationsand on the conditions described herein. As further described in this prospectus, our amended and restated memorandumand articles of association provides that a public shareholder, together with any affiliate or any other person with whomsuch shareholder is acting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934,as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of thepublic shares without our prior consent. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or suchother time period in which we must complete an initial business combination pursuant to an amendment to our amendedand restated memorandum and articles of association, which we refer to as the completion window, we will redeem 100%of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest earned on the funds held in the trust account (net of taxes paid or payable (other than excise orsimilar taxes) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued andoutstanding public shares, subject to applicable law and certain conditions as further described herein. We may seekshareholder approval to amend our amended and restated memorandum and articles of association to extend the date bywhich we must consummate our initial business combination. If we seek shareholder approval for an extension, holders ofour public shares will be offered an opportunity to redeem their shares upon approval of such extension, regardless ofwhether they abstain, vote in favor of or vote against such extension. Our sponsor, Highview Sponsor Co., LLC, and Jefferies LLC, the representative of the underwriters of this offering, haveagreed to purchase an aggregate of 600,000 private placement units (or up to 660,000 private placement units if theunderwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of$6,000,000 (or up to $6,600,000 if the underwriters’ over-allotment option is exercised in full) in a private placement thatwill close simultaneously with the closing of this offering. Of those 600,000 private placement units, our sponsor hasagreed to purchase 350,000 private placement units (or up to 372,500 private placement units if the underwriters’ over-allotment option is exercised in full) and Jefferies has agreed to purchase 250,000 private placement units (or up to287,500 private placement units if the underwriters’ over-allotment option is exercised in full).