SecProbe.io

CORRESP
 1
 filename1.htm

 August 7, 2025

 VIA EDGAR

 Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549

 Re: Highview Merger Corp.

 Registration Statement on Form S-1

 File No.: 333-288914

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Highview Merger Corp. that
the effective date of the above- referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m.
ET on August 11, 2025, or as soon as thereafter practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

 [ signature page follows ]

 Very truly yours,

 JEFFERIES LLC

 /s/ Tina Pappas

 Name:
 Tina Pappas

 Title:
 Managing Director

 [Signature page to Underwriter’s Acceleration
Request]

CORRESP
 1
 filename1.htm

 Highview Merger Corp.

 1615 South Congress Ave., Suite 103

 Delray Beach, FL 33445

 August 7, 2025

 VIA EDGAR

 Pearlyne Paulemon

 Division of Corporation Finance

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549-3233

 Re:
 Highview Merger Corp.

 Registration Statement on Form S-1

 Filed July 24, 2025, as amended

 File No. 333-288914

 Dear Ms. Paulemon:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Highview Merger Corp. respectfully requests that the effective
date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on
August 11, 2025, or as soon thereafter as practicable.

 Please call Daniel Nussen
of White & Case LLP at (213) 620-7796 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 By:
 /s/ David Boris

 Name:
 David Boris

 Title:
 Chief Executive Officer and Chief Financial Officer

 cc:
 Daniel Nussen, White & Case LLP

 [ Signature Page to Acceleration Request ]

CORRESP
 1
 filename1.htm

 July 24, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street NE

 Washington, D.C. 20549

 Attn:
 Pearlyne Paulemon

 Jeffrey Gabor

 Ameen Hamady

 Kristina Marrone

 RE:
 Highview Merger Corp.

 Draft Registration Statement on Form S-1

 Submitted June 12, 2025

 CIK No. 0002070602

 On behalf of our client, Highview Merger Corp.,
a Cayman Islands exempted company (the “ Company ”), we are writing to submit the Company’s responses to the comments
of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “ Staff ”)
with respect to the above-referenced Draft Registration Statement on Form S-1 submitted on June 12, 2025 (the “ Draft Registration
Statement ”), contained in the Staff’s letter dated July 9, 2025 (the “ Comment Letter ”).

 The Company has filed via EDGAR its Registration
Statement on Form S-1 (“ Registration Statement ”), which reflects the Company’s responses to the comments received
by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in
bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the
Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Registration Statement.

 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.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on pages 3, 4, 82 and 105 to clarify which SPACs were organized by Mr. Boris and
Mr. Rettig, the promoters of the Company, totalling five, as distinguished from their other experience with SPACs, which they did not
organize.

 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.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 42 accordingly.

 We may approve an amendment or waiver of the letter
agreement…, page 59

 July 24, 2025

 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.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure in the seventh paragraph of the cover page and pages 59, 86 and II-1 accordingly.

 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.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on pages 2, 31, 46, 73 and 80 accordingly.

 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.

 Response : The Company acknowledges
the comment of the Staff and has revised the disclosure on page 147 accordingly.

 2

 July 24, 2025

 Please do not hesitate to
contact Joel Rubinstein at (212) 819-7642 or Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding
this letter.

 Best regards,

 /s/ White & Case LLP

 cc:
 David Boris, Highview Merger Corp.

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>