{"url_path":"/sec/hvmcw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2070602/0001185185-26-001862-index.html","accession_number":"0001185185-26-001862","cik":"0002070602","ticker":"HVMC","issuer_name":"Highview Merger Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070602/0001185185-26-001862-index.html","primary_entity_key":"0002070602","primary_entity_name":"Highview Merger Corp."},"word_count":291,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\nOn\nApril 16, 2025, our Sponsor purchased an aggregate of 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or\napproximately $0.004 per share.\n\n \n\nOn\nAugust 13, 2025, we consummated our Initial Public Offering of 23,000,000 Units, including the issuance of 3,000,000 Over-Allotment Option\nUnits as a result of the underwriters’ exercise of Over-Allotment Option in full. The Units and Over-Allotment Option Units were\nsold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Jeffries LLC acted as the sole book-running\nmanager. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form\nS-1 (No. 333- 288914). The SEC declared the registration statement effective on August 11, 2025.\n\n \n\nSimultaneously\nwith the consummation of the Initial Public Offering, we consummated the private placement of 660,000 Private Placement Units to the\nSponsor and Jefferies at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000. Of those 660,000\nPrivate Placement Units, the Sponsor purchased 372,500 Private Placement Units and Jefferies LLC purchased 287,500 Private Placement\nUnits. Each Private Placement Unit consists of one Class A ordinary share and one-half of one warrant. Such securities were issued pursuant\nto the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\n \n\nOf\nthe gross proceeds received from the Initial Public Offering, including the Over-Allotment Option Units and the private placement of\nPrivate Placement Units, $230,000,000 was placed in the Trust Account.\n\n \n\nTransaction\ncosts of the Initial Public Offering amounted to $14,440,234, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of\ndeferred underwriting fee, and $640,234 of other offering costs.\n\n \n\n22\n\n[Table of Contents](#TableOfContents)"}