Highview Merger Corp-A 2025年季度报告

FORM10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter endedJune 30,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 HIGHVIEW MERGER CORP. (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 22, 2025, there were23,660,000Class A Ordinary Shares, $0.0001 par value and5,750,000Class B Ordinary Shares,$0.0001 par value, issued and outstanding. HIGHVIEW MERGER CORP.FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025 TABLE OF CONTENTS Part I. Financial InformationItem 1. Interim Financial Statements1Condensed Balance Sheet as of June 30, 2025 (Unaudited)1Condensed Statement of Operations for the period from April 16, 2025 (Inception) through June 30, 2025(Unaudited)2Condensed Statement of Changes in Shareholder’s Deficit for the period from April 16, 2025 (Inception) throughJune 30, 2025 (Unaudited)3Condensed Statement of Cash Flows for the period from April 16, 2025 (Inception) through June 30, 2025(Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures About Market Risk19Item 4. Controls and Procedures19Part II. Other InformationItem 1. Legal Proceedings20Item 1A. Risk Factors20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits21Part III. Signatures22 PART I - FINANCIAL INFORMATION HIGHVIEW MERGER CORP.CONDENSED BALANCE SHEETJUNE 30, 2025(UNAUDITED) Liabilities and Shareholder’s Deficit Shareholder’s DeficitPreference shares, $0.0001par value;1,000,000shares authorized;noneissued or outstanding—Class A ordinary shares, $0.0001par value;400,000,000shares authorized;noneissued or outstanding—Class B ordinary shares, $0.0001par value;80,000,000shares authorized;5,750,000shares issued and outstanding(1)575Additional paid-in capital24,425Accumulated deficit(46,768)Total Shareholder’s Deficit(21,768)Total Liabilities and Shareholder’s Deficit$325,997 (1)Includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised infull or in part by the underwriters. Subsequently, on August 13, 2025, the underwriters exercised their over-allotment option in fullas part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note5). The accompanying notes are an integral part of the unaudited condensed financial statements. HIGHVIEW MERGER CORP.CONDENSED STATEMENT OF OPERATIONSFOR THE PERIOD FROM APRIL 16, 2025 (INCEPTION) THROUGH JUNE 30, 2025(UNAUDITED) General and administrative costs$46,768Loss from operations(46,768)Net loss$(46,768)Basic and diluted weighted average Class B ordinary shares outstanding(1)5,000,000Basic and diluted net loss per Class B ordinary share$(0.01) (1)Excludes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised infull or in part by the underwriters. Subsequently, on August 13, 2025, the underwriters exercised their over-allotment option in fullas part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture (Note5). The accompanying notes are an integral par