HVMC 10-K & 10-Q changes, risk factors and insider trading
Highview Merger Corp. (also HVMCU, HVMCW) · Nasdaq · Blank Checks · CIK 2070602 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 27, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Company’s Annual Report on Form 10-K for the period ended December 31, 2025. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Largest changes
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in oursee in full comparisonFinalCompany’sProspectus.Annual Report on Form 10-K for the period ended December 31, 2025. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Full comparison: every changed paragraph (1)
As
of the date of this Quarterly Report on Form
10-Q, there have been no material changes to the risk factors disclosed in our FinalCompany’s Prospectus.Annual Report on Form 10-K for the period
ended December 31, 2025. We may disclose changes to such factors or disclose additional factors from time to time in our future filings
with the SEC.
Management's Discussion & Analysis (MD&A)
Largest changes
This Quarterly Report includes “forward-looking statements”see in full comparisonwithin the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Actthat are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed BusinessCombination (as defined below),Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’sfinalAnnualprospectusReportforonitsFormInitial Public Offering10-K filed with the U.S. Securities and Exchange Commission (the “SEC”).on March 27, 2026. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
“For the period from April 16, 2025 (inception) through June 30, 2025, cash used in operating activities was $0. Net loss of $46,768 was affected by payment of operating expenses through issuance of Class B ordinary shares of $25,000 and payment of general and administrative costs through promissory note - related party of $2,237. Changes in operating assets and liabilities provided $19,531 of cash for operating activities.”see in full comparison
For the three and six months endedsee in full comparisonMarchJune31,30, 2026, the Company incurred and paid $60,000 and $120,000, in administrative servicesexpensesexpenses, respectively, under the Administrative ServicesServicesand IndemnificationAgreement.Agreement, and $20,000 was included in accrued expenses in the accompanying condensed balance sheets. For the period from April 16, 2025 (Inception) through June 30, 2025, no amounts were incurred under this agreement.
“For the six months ended June 30, 2026, we had a net income $3,565,460, which consisted of interest earned on marketable securities held in the Trust Account of $4,086,872, offset by general and administrative costs of $521,412.”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, cash used in operating activities was$192,839.$279,025. Net income of$1,673,135$3,565,460 was affected by interest earned on marketable securities held in the Trust Account of$1,961,704.$4,086,872. Changes in operating assets and liabilities used$95,730$242,387 of cash for operating activities.
“For the period from April 16, 2025 (inception) through June 30, 2025, we had a net loss $46,768, which consisted of general and administrative costs.”see in full comparison
Full comparison: every changed paragraph (18)
This
Quarterly Report includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to
differ materially
from those expected and projected. All statements, other than statements of historical fact included in this Quarterly
Report including,
without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”
regarding the completion of the Proposed Business Combination (as defined below),Combination, the Company’s financial
position, business strategy and the plans
and objectives of management for future operations, are forward-looking statements. Words such
as “expect,” “believe,”
“anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance,
but reflect management’s current beliefs, based on information currently available.
A number of factors could cause actual events,
performance or results to differ materially from the events, performance and results discussed
in the forward-looking statements, including
that the conditions of the Proposed Business Combination are not satisfied. For information
identifying important factors that could cause
actual results to differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section
of the Company’s finalAnnual prospectusReport foron itsForm Initial Public Offering10-K filed with the U.S.
Securities and Exchange Commission (the “SEC”). on March
27, 2026. The Company’s securities filings can be accessed on the EDGAR section
of the SEC’s website at www.sec.gov. Except
as expressly required by applicable securities law, the Company disclaims any intention
or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
We
have neither engaged in any operations nor
generated any revenues to date. Our only activities from April 16, 2025 (inception) through March
31,June 30, 2026 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and identifying
a target company for a business combination.
We do not expect to generate any operating revenues until after the completion of our business
combination. Subsequent to the Initial
Public Offering, we generate non-operating income in the form of interest income on marketable
securities held in the Trust Account. We
incur expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as
for due diligence expenses.
For
the three months ended MarchJune 31,30, 2026, we had a net income $1,673,135,$1,892,325, which consisted of interest earned on marketable securities held
in the Trust Account of $1,961,704,$2,125,168, offset by general and administrative costs of $288,569.$232,843.
For the six months ended June 30, 2026, we had a net income $3,565,460, which consisted of interest earned on marketable securities held in the Trust Account of $4,086,872, offset by general and administrative costs of $521,412.
For the period from April 16, 2025 (inception) through June 30, 2025, we had a net loss $46,768, which consisted of general and administrative costs.
Our
liquidity needs have been satisfied prior
to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution
from our Sponsor in exchange for the
issuance of the Founder Shares to our Sponsor and up to $400,000 from a promissory note (the “Promissory
Note”) issued by
the Company to the Sponsor on April 16, 2025. The Promissory Note was non-interest bearing and unsecured. The
Promissory Note was due
at the earlier of MarchDecember 31, 20262025 or the closing of the Initial Public Offering and was anticipated to be repaid
upon completion of
the Initial Public Offering out of the $680,000 of offering proceeds that was allocated for the payment of offering
expenses other than
underwriting commissions. On August 13, 2025, the Promissory Note was repaid in full.
For
the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $192,839.$279,025. Net income of $1,673,135$3,565,460 was affected by interest
earned on marketable securities held in the Trust Account of $1,961,704.$4,086,872. Changes in operating assets and liabilities used $95,730$242,387 of
cash for operating activities.
For the period from April 16, 2025 (inception) through June 30, 2025, cash used in operating activities was $0. Net loss of $46,768 was affected by payment of operating expenses through issuance of Class B ordinary shares of $25,000 and payment of general and administrative costs through promissory note - related party of $2,237. Changes in operating assets and liabilities provided $19,531 of cash for operating activities.
As
of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $235,572,600$237,697,768 (including $1,961,704$7,697,768 of interest income) consisting
of cash and U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest earned on the funds held in the Trust Account
to pay our taxes, if any (other than excise or similar taxes). We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (excluding deferred underwriting commissions), to complete our
business combination. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our business combination,
the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or
businesses, make other acquisitions and pursue our growth strategies.
In
connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,”
as of MarchJune 31,30, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders,
officers, directors, or third parties. In order to fund
working capital deficiencies or finance transaction costs in connection with
an intended initial business combination, the Sponsor or
an affiliate of the Sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds as may be required.
If we complete our initial business combination, we would repay such loaned amounts.
In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts but no proceeds
from our Trust Account would be used for such repayment. Up to $1,500,000 of such
loans may be convertible into Private Placement Units
of the post business combination entity at a price of $10.00 per Unit at the option
of the lender. The terms of such loans, if any, have
not been determined and no written agreements exist with respect to such loans.
Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than the Sponsor or an
affiliate of the Sponsor as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our Trust Account.
On
April 16, 2025, the Company and the Sponsor entered into the Promissory Note, whereby the Sponsor agreed to loan the Company an
aggregate of up to $400,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing
and payable on the earlier of MarchDecember 31, 2026,2025, or the date on which the Company consummated the Initial Public Offering. On August
13, 13,
2025, the Company repaid the total outstanding balance of the Promissory Note amounting to $118,550, resulting in $0 outstanding
and no borrowings available as of MarchJune 31,30, 2026.
On
August 15, 2025, the Company paid the Sponsor
$25,000 in error for amounts that were previously repaid in connection with the repayment
of the Promissory Note. As of MarchDecember 31, 2026, 2025,
the $25,000 was repaid by the Sponsor,Sponsor. andAs theof amountJune 30, 2026, there is reflected$0 balance in due from Sponsor
on within the accompanying condensed
balance sheets.
For
the three and six months ended MarchJune 31,30, 2026,
the Company incurred and paid $60,000 and $120,000, in administrative services expensesexpenses, respectively, under the Administrative Services
Services and Indemnification Agreement.Agreement, and $20,000 was included in accrued expenses in the accompanying condensed balance sheets. For the period
from April 16, 2025 (Inception) through June 30, 2025, no amounts were incurred under this agreement.
In
order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working
Capital Loans would be evidenced by promissory notes. If the Company completes a business combination, the Company would repay the Working
Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid
only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-business
combination entity at a price of $10.00 per unit at the option of the lender. As of MarchJune 31,30, 2026 and December 31, 2025, there have
have been no Working Capital Loans.
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,
entities, or purchased any non-financial assets.
The
preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires Management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the unaudited condensed financial statements, and income and expenses during the period reported. Making estimates requires
Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially
differ from those estimates. As of August 13, 2025, the date of the Initial Public Offering, management used prepared a valuation to
determine the fair value of the Public Warrants. As of MarchJune 31,30, 2026, we did not have any additional critical accounting estimates to
disclose.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary Shares and Class B ordinary shares. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.
HVMC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HVMC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 852,000 | $8.7M | 0.01% | No change |
| Two Sigma Investments | 2026-06-30 | 632,853 | $6.4M | 0.0% | No change |
| D. E. Shaw & Co. | 2026-06-30 | 250,000 | $2.6M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 250,000 | $2.5M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 199,267 | $2.0M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 125,000 | $43.8K | 0.0% | New position |