08/11/2025 | Press release | Distributed by Public on 08/11/2025 16:58
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FORM 3
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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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| 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. | |||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Highview Sponsor Co., LLC C/O HIGHVIEW MERGER CORP. 1615 SOUTH CONGRESS AVE., SUITE 103 DELRAY BEACH, FL 33445 |
X | X | Director by Deputization | |
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Boris David C/O HIGHVIEW MERGER CORP. 1615 SOUTH CONGRESS AVENUE, SUITE 103 DELRAY BEACH, FL 33445 |
X | X | CEO and CFO | |
| /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 |
| * | 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. |
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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. |
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