Highview Merger Corp.

08/11/2025 | Press release | Distributed by Public on 08/11/2025 16:58

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Highview Sponsor Co., LLC
2. Date of Event Requiring Statement (Month/Day/Year)
08/11/2025
3. Issuer Name and Ticker or Trading Symbol
Highview Merger Corp. [HVMC]
(Last) (First) (Middle)
C/O HIGHVIEW MERGER CORP., 1615 SOUTH CONGRESS AVE., SUITE 103
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
DELRAY BEACH, FL 33445
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) (1) Class A Ordinary Shares 5,750,000 (1) D(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Highview Sponsor Co., LLC
C/O HIGHVIEW MERGER CORP.
1615 SOUTH CONGRESS AVE., SUITE 103
DELRAY BEACH, FL 33445
X X Director by Deputization
Boris David
C/O HIGHVIEW MERGER CORP.
1615 SOUTH CONGRESS AVENUE, SUITE 103
DELRAY BEACH, FL 33445
X X CEO and CFO

Signatures

/s/ Daniel Nussen, as Attorney-in-Fact for Highview Sponsor Co., LLC 08/11/2025
**Signature of Reporting Person Date
/s/ Daniel Nussen, as Attorney-in-Fact for Davis Boris 08/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement filed on Form S-1 (File No. 333-288914) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Person include up to 750,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
(2) Highview Sponsor Co., LLC (the "Reporting Person") is the record holder of the securities reported herein. David Boris is the sole managing member of the Reporting Person and has voting and investment discretion with respect to the ordinary shares held of record by the Reporting Person. David Boris disclaims any beneficial ownership of the securities held by the Reporting Person other than to the extent of any pecuniary interest that he may have therein, directly or indirectly.

Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Highview Merger Corp. published this content on August 11, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on August 11, 2025 at 22:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]