July 9, 2025

David Boris
Chief Executive Officer and Chief Financial Officer
Highview Merger Corp.
1615 South Congress Ave., Suite 103
Delray Beach, FL 33445

       Re: Highview Merger Corp.
           Draft Registration Statement on Form S-1
           Submitted June 12, 2025
           CIK No. 0002070602
Dear David Boris:

       We have reviewed your draft registration statement and have the
following comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted June 12, 2025
Prospectus Summary
Prior SPAC Experience, page 4

1.     Please revise your disclosure with respect to your prior SPACs to
address all prior
       SPACs. In this regard, we note that Mr. Boris was involved in 20 SPAC
transactions
       based on your disclosure on page 3. For each prior SPAC, please disclose
any
       extensions of the time to complete the transaction and the level of
redemptions in
       connection therewith, and information concerning any completed business
       combinations, including the financing needed for the transactions and
the level of
       redemptions. See Item 1603(a)(3) of Regulation S-K.
 July 9, 2025
Page 2
Risk Factors
If we are deemed to be an investment company..., page 42

2.     Please revise to confirm that if your facts and circumstances change
over time, you
       will update your disclosure to reflect how those changes impact the risk
that you may
       be considered to be operating as an unregistered investment company.
We may approve an amendment or waiver of the letter agreement..., page 59

3.     Please clarify if the letter agreement includes restrictions on
transferring membership
       interests, as suggested by the current disclosure. We also note
disclosure on page II-1
       that pursuant to the limited liability company agreement the sponsor
interests can only
       be transferred to officers, directors, sponsor affiliates, or in
connection with estate
       planning transfers. If the sponsor, its affiliates, and promoters can
indirectly transfer
       your securities, including through the transfer of sponsor membership
interests, please
       disclose the circumstances or arrangements under which such transfer can
be made.
       Please see Item 1603(a)(6) of Regulation S-K.
Dilution, page 73

4.     We note that your calculations assume that you will not issue any
ordinary shares as
       part of the combination consideration, and that no ordinary shares and
convertible
       equity or debt securities are issued in connection with additional
financing in
       connection with an initial business combination. Please expand your
disclosure to
       highlight that you may need to do so as your disclosure on page 44
indicates that you
       intend to target business that have an aggregate enterprise value of
approximately
       $750 million to $1.5 billion, which is greater than you could acquire
with the net
       proceeds of this offering and the sale of the private placement units as
stated on page
       50 of your prospectus.
Underwriting, page 144

5.     Please revise the underwriter's compensation table to include the
private placement
       units. In this regard, we note on page 19 that FINRA has deemed these
units as
       compensation. Please refer to Item 508(e) of Regulation S-K.

        Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at
202-551-
2544 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Daniel Nussen