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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 30, 2025
HIGHVIEW MERGER CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-42798 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1615 South Congress Ave., Suite 103
Delray Beach, Florida 33445
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including area
code: (561) 826-6050
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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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 is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
Item 8.01. Other Events.
On September 30, 2025, Highview Merger Corp. (the
“Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing
that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par
value $0.0001 per share (the “Class A Ordinary Shares”), and redeemable warrants (the “Warrants”) included in
the Units commencing on or about October 2, 2025. Each Unit consists of one Class A Ordinary Share and one-half of one Warrant. Any Units
not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “HVMCU”, and the
Class A Ordinary Shares and Warrants will separately trade on Nasdaq under the symbols “HVMC” and “HVMCW”, respectively.
No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have
their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units
into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
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99.1 |
|
Press Release, dated September 30, 2025. |
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
HIGHVIEW MERGER CORP. |
|
|
|
|
By: |
/s/ David Boris |
|
|
Name: |
David Boris |
|
|
Title: |
Chief Executive Officer and Chief Financial Officer |
Dated: September 30, 2025