UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| The Stock Market LLC |
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Item 8.01. Other Events.
As previously reported, on August 13, 2025, Highview Merger Corp. (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”), including the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
Also as previously reported, on August 13, 2025, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 660,000 Units (the “Private Placement Units”) to Highview Sponsor Co., LLC (the “Sponsor”) and Jefferies LLC (“Jefferies”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $6,600,000. Of those 660,000 Private Placement Units, the Sponsor purchased 372,500 Private Placement Units and Jefferies purchased 287,500 Private Placement Units.
A total of $230,000,000, comprised of $225,400,000 of the proceeds from the IPO (which amount includes $9,200,000 of the underwriters’ deferred discount) and $4,600,000 representing certain proceeds of the sale of the Private Placement Units was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of August 13, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of August 13, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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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.
| SOLARIUS CAPITAL ACQUISITION CORP. | |||
| By: | /s/ David Boris | ||
| Name: | David Boris | ||
| Title: | Chief Executive Officer and Chief Financial Officer | ||
Dated: August 19, 2025
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