West Enclave Merger (WENC) completes $115M SPAC IPO and funds trust
West Enclave Merger Corp. has completed its SPAC IPO and related financings, raising public and private capital and funding a dedicated trust for a future business combination. The company sold 10,000,000 units at $10.00 each, plus 1,500,000 over-allotment units, and deposited $116,150,000 in a trust account for public shareholders. Each unit includes one ordinary share and one right to receive one-tenth of an ordinary share upon a successful merger, and public shareholders will have redemption rights tied to the trust value. The filing also shows a clean audited balance sheet and explains the 21‑month window to complete a business combination or return trust funds.
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Insights
West Enclave completes a $115M SPAC IPO, fully backstopped by a $116.15M trust.
West Enclave Merger Corp. has closed its SPAC IPO, selling 11,500,000 units at $10.00 each, including the full over-allotment. Together with private placement proceeds and the EBC loan, $116,150,000 has been placed in a trust account earmarked for a future business combination.
The structure is typical for SPACs: 10,000,000 public shares are redeemable at an initial $10.10 per share, and each unit carries a right to one‑tenth of an ordinary share at merger close. The audited balance sheet as of May 1, 2026 shows total assets of $102,164,992 before giving effect to the full over‑allotment close.
Investors face the standard SPAC trade‑off: capital is protected in short‑duration U.S. Treasury‑backed instruments, but value ultimately depends on management sourcing an attractive transaction within the 21‑month combination period. Subsequent filings around any proposed merger and redemption levels will be key to understanding outcomes.
8-K Event Classification
Key Figures
Key Terms
Business Combination financial
Trust Account financial
Ordinary shares subject to possible redemption financial
Over-allotment option financial
Public Rights financial
Emerging growth company regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2026
West Enclave Merger Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-43259 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| C. Calderon de la Barca 22 Ciudad de Mexico, Mexico |
11540 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| (305) 354-0128 (Registrant’s telephone number, including area code)
Not Applicable (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share and one Right | WENC U | The New York Stock Exchange LLC | ||
| Ordinary shares, par value $0.0001 per share | WENC | The New York Stock Exchange LLC | ||
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | WENC RT | The New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On May 1, 2026, West Enclave Merger Corp., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “Offering”) of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”) entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of an initial business combination, pursuant to the Company’s registration statements on Form S-1 (File No. 333-294139). The Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $100,000,000. The underwriters have been granted a 45-day option to purchase up to an additional 1,500,000 units at the initial public offering price to cover over-allotments, if any.
As previously reported on a Current Report on Form 8-K of the Company, on May 1, 2026, simultaneously with the consummation of the Offering, the Company completed a private placement of an aggregate of 425,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000 (the “Private Placement”).
A total of $101,000,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of May 1, 2026 reflecting receipt of the proceeds upon consummation of the Offering and the Private Placement has been issued by the Company and is filed as Exhibit 99.1 to this Current Report on Form 8-K
On May 4, 2026, the underwriters of the Company, notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. The over-allotment option closed on May 6, 2026 simultaneously with a private placement of $412,500.
On May 6, 2026, the Company published a press release to report the closing of the over-allotment option. The press release is furnished with this report as Exhibit 99.2.
On May 8, 2026, the Company issued a press release, a copy of which is furnished with this report as Exhibit 99.3, announcing that the holders of the Company’s Units may elect to separately trade the Ordinary Shares and Rights included in the Units commencing on May 13, 2026. Those Units that are not separated will continue to trade on The New York Stock Exchange (the “NYSE”) under the symbol “WENC U” and the ordinary shares and rights that are separated will trade on the NYSE under the symbols “WENC” and “WENC RT,” respectively. Each holder of Units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holder’s Units into ordinary shares and rights.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of May 1, 2026. | |
| 99.2 | Press Release of West Enclave Merger Corp., dated May 6, 2026. | |
| 99.3 | Press Release of West Enclave Merger Corp., dated May 8, 2026. | |
2
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.
| WEST ENCLAVE MERGER CORP. | ||
| By: | /s/ Emilio Mahuad Quijano | |
| Name: Emilio Mahuad Quijano Title: Co-Chief Executive Officer | ||
Date: May 12, 2026
Exhibit 99.1
WEST ENCLAVE MERGER CORP. INDEX TO FINANCIAL STATEMENT
| Page | ||||
| Financial Statement: |
||||
| Report of Independent Registered Public Accounting Firm (PCAOB #199) | F-1 | |||
| Balance Sheet as of May 1, 2026 | F-2 | |||
| Notes to Financial Statement | F-3 | |||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
West Enclave Merger Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet of West Enclave Merger Corp. (the “Company”) as of May 1, 2026, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of May 1, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
| /s/ CBIZ CPAs P.C. |
| CBIZ CPAs P.C. |
| We have served as the Company’s auditor since 2026. |
| New York, New York May 12, 2026 |
West Enclave Merger Corp.
BALANCE SHEET
MAY 1, 2026
| ASSETS |
||||
| Current Assets: |
||||
| Cash |
$ | 1,142,992 | ||
| Prepaid expense |
22,000 | |||
|
|
|
|||
| Total Current Assets |
1,164,992 | |||
| Cash held in Trust Account |
101,000,000 | |||
|
|
|
|||
| Total Assets |
$ | 102,164,992 | ||
|
|
|
|||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY |
||||
| Current Liabilities: |
| |||
| Accrued expenses |
$ | 10,000 | ||
| Accrued offering costs |
123,000 | |||
| Over-allotment liability |
78,890 | |||
| Promissory note – related party |
73,795 | |||
|
|
|
|||
| Total Current Liabilities |
285,685 | |||
|
|
|
|||
| EBC Loan |
250,000 | |||
|
|
|
|||
| Total Liabilities |
535,685 | |||
|
|
|
|||
| Commitments and contingencies (Note 6) |
||||
| Ordinary shares subject to possible redemption, 10,000,000 shares at a redemption value of $10.10 per share |
101,000,000 | |||
| Shareholders’ Equity: |
||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
— | |||
| Ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,508,333 shares issued and outstanding, excluding 10,000,000 shares subject to possible redemption(1) |
451 | |||
| Additional paid-in capital |
732,660 | |||
| Accumulated deficit |
(103,804 | ) | ||
|
|
|
|||
| Total Shareholders’ Equity |
629,307 | |||
|
|
|
|||
| Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity |
$ | 102,164,992 | ||
|
|
|
|||
| (1) | Includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment is not exercised in full or in part by the underwriters (See Notes 5 and 7). On May 6, 2026 the underwriters fully exercised their over-allotment option at which point 500,000 ordinary shares are no longer subject to forfeiture. |
The accompanying notes are an integral part of this financial statement.
F-2
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS
West Enclave Merger Corp. (the “Company”) is a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”). The Company intends to pursue a Business Combination with a target in any industry or geographic region that can benefit from the expertise and capabilities of the Company’s management team.
As of May 1, 2026 the Company had not commenced any operations. All activity for the period from December 9, 2025 (inception) through May 1, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the company’s Initial Public Offering was declared effective on April 29, 2026. On May 1, 2026, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary share included in the Units being offered, the “Public Shares”) at $10.00 per Unit, which is discussed in Note 3, generating proceeds of $100,000,000.
Simultaneously with the closing of the Initial Public Offering , the Company consummated the sale of 425,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to West Enclave Sponsor LLC (the “Sponsor”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), or their designees. The Company has granted the underwriters a 45-day option from the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotment option outstanding.
Transaction costs amounted to $2,859,249, consisting of $2,000,000 of cash underwriting fee, and $859,249 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Pursuant to applicable stock exchange listing rules, the Company’s initial Business Combination must be with one or more businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Upon the closing of the Initial Public Offering on May 1, 2026, an amount of $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and a portion of the proceeds of the sale of the Private Placement Units and of the EBC Loan (as defined below), are held in a trust account (the “Trust Account”) and held in a qualified treasury-only money market fund, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion
F-3
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company in its sole discretion subject to requirements of corporate law. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a simple majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (but not the holders of the EBC founder shares) (as defined in Note 5), Private Shares (as defined in Note 4) and, subject to applicable securities laws, any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
F-4
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS (cont.)
The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC Founder Shares (as defined in Note 5), Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC Founder Shares, Private Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the public shares in connection with an initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 21 months from the closing of the Initial Public Offering or (2) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC Founder Shares and Private Shares held by them if the Company fails to complete the initial Business Combination within 21 months from the closing of the Initial Public Offering. However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.
The Company will have until 21 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period and the Combination Period is not extended by shareholders pursuant to an amendment to the Company’s amended and restated articles of association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less $100,000 to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims by the Company’s auditors or under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
F-5
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statement has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Liquidity and Capital Resources
The Company’s liquidity needs up to May 1, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $150,000. As of May 1, 2026, the Company had cash of $1,142,992 and a working capital of $879,307. In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. Repayment of Working Capital Loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the officers and directors to finance transaction costs in connection with an intended initial Business Combination. Up to $1,500,000 of such loans may be convertible into Private Placement Units of the post-business combination entity at a price of $10.00 per Unit at the option of the lender. Such units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There have been no borrowings under this arrangement to date.
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statement—Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statement
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
F-6
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,142,992 and did not have any cash equivalents as of May 1, 2026.
Cash Held in Trust Account
As of May 1, 2026, the assets held in the Trust Account, amounting to $101,000,000, were held in cash.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs consisted of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that was charged to shareholders’ equity upon the completion of the Initial Public Offering.
F-7
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 1, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the shares subject to redemption and are accounted for as a liability pursuant to FASB ASC Topic 480 since the underwriters’ over-allotment option was not exercised in full at the time of the Initial Public Offering.
F-8
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of May 1, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of May 1, 2026, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds |
$ | 100,000,000 | ||
| Less: |
||||
| Proceeds allocated to Public Rights |
(1,500,000 | ) | ||
| Proceeds allocated to over-allotment |
(78,890 | ) | ||
| Public Shares issuance costs |
(2,779,628 | ) | ||
| Plus: |
||||
| Remeasurement of carrying value to redemption value |
5,358,518 | |||
|
|
|
|||
| Class A ordinary shares subject to possible redemption, May 1, 2026 |
$ | 101,000,000 | ||
|
|
|
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on December 9, 2025, date of incorporation.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering on May 1, 2026, the Company sold 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one Public Share and one right (“Public Right”), with each Public Right entitling the holder to receive one-tenth of one ordinary share.
F-9
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 4 — PRIVATE PLACEMENTS
Simultaneously with the closing of the Initial Public Offering, the Sponsor and EBC purchased an aggregate of 425,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,250,000. Each Unit consists of one ordinary share (each, a “Private Share”), and one right (each, a “Private Right”), with each Private Right entitling the holder to receive one-tenth of one ordinary share. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Units and underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.
In addition to the Private Placement Units sold, EBC has agreed to lend the Company $250,000 as of the closing date of the Initial Public Offering (the “EBC Loan”). The proceeds of the EBC Loan were added to the Trust Account in order to ensure that the amount initially deposited in the Trust Account is $10.10 per unit sold to the public in the Initial Public Offering (see Note 5).
NOTE 5 — RELATED PARTIES
Founder Shares and EBC Founder Shares
On December 17 2025, the Company issued an aggregate 3,833,333 ordinary shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.007 per share. Up to 500,000 of such Founder Shares are subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full.
On December 17, 2025, the Company issued to EBC 250,000 ordinary shares (“EBC Founder Shares”) for a purchase price of $0.007 per share and an aggregate purchase price of $1,630. The Company estimated the fair value of the EBC Founder Shares to be $396,250 or $1.585 per share. Accordingly, $394,620 (the total $396,250 fair value less $1,630 to be paid by EBC) was recorded as offering costs and closed to additional paid-in capital at the closing of the Initial Public Offering. The Company established the initial fair value for the EBC Founder Shares on December 17, 2025, the date of the issuance, using a valuation model which takes into consideration the following market assumptions; (i) implied share price of $9.92, (ii) expected term to initial public offering of 0.247 years, (iii) risk-free rate of 3.73% and (iv) market adjustment of 16.1%. The EBC Founder Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs and other risk factors.
In connection with the closing of its Initial Public Offering, the Company evaluated the Sponsor’s transfer founder shares to the non-managing members pursuant to agreements entered into on in March and April 2026. The capital raised from the non-managing members was used to fund at-risk amounts associated with the Initial Public Offering and the allocation of founder shares to such non-managing members was considered an inducement to participate in the financing. The agreements reference Private Placement Unit and Founder Shares on a one-for-one basis with the Company’s securities, and the related interests were issued in connection with the overall capital raise. Accordingly, the Company obtained a valuation of the Founder Shares as of March 23, 2026 and April 21,2026 the agreement dates, which indicated a fair value of $1.48 per share. The Company recognized the fair value of the 1,380,000 Founder Shares allocated to such non-managing members, or $2,042,400 in the aggregate, as a reduction of additional paid-in capital upon the closing of the Initial Public Offering. The Company established the fair value for the non-managing members on using a valuation model which takes into consideration the following market assumptions; (i) implied share price of $9.85, and (ii) probability of de-SPAC and market adjustment of 15.0%. The non-managing member shares are classified as Level 3 at the measurement date due to the use of unobservable inputs and other risk factors.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
F-10
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
Promissory Note — Related Party
On December 17, 2025, the Sponsor agreed to loan the Company an aggregate of up to $150,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, payable at the earlier of March 31, 2026 or the closing of the Initial Public Offering. As of May 1, 2026, the Company had borrowed $73,795 under the promissory note. The note is due on demand and the Company can no longer draw upon the note.
F-11
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 5 — RELATED PARTIES (cont.)
Administration Fee
Commencing on April 29, 2026, the effective date of the registration statement, through the earlier of the consummation of the Company’s Business Combination or the liquidation of the Trust Account, the Company will pay the Sponsor or its affiliate a total of $10,000 per month for office space, administrative and support services. As of May 1, 2026, the Company has accrued $10,000 on the accompanying balance sheet.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of May 1, 2026, no such Working Capital Loans were outstanding.
EBC has agreed to lend the Company up to $287,500 of which $250,000 was drawn upon as of the closing date of the Initial Public Offering. The proceeds of the EBC Loan were added to the Trust Account in order to ensure that the amount initially deposited in the Trust Account is $10.10 per unit sold to the public in the Initial Public Offering. If the Company does not complete an initial Business Combination, the Company will not repay the EBC Loan from amounts held in the Trust Account, and its proceeds will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Subsequent to the Initial Public Offering on May 6, 2026, when the underwriter closed on the full over-allotment option (Note 10), EBC loaned the Company the additional $37,500 for a total draw on the loan of $287,500.
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, EBC Founder Shares, Private Placement Units and any units that may be issued upon conversion of Working Capital Loans (and all underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. In compliance with FINRA Rule 5110(f)(2)(G), the registration rights granted to EBC are limited to demand and “piggyback” rights for periods of five and seven years, respectively, from the effective date of the Initial Public Offering and EBC may only exercise its demand rights on one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of May 1, 2026, the over-allotment option remains unexercised. On May 6, 2026 the underwriters fully exercised their over-allotment option of 1,500,000 Units (note 10).
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.
Business Combination Marketing Agreement
Pursuant to a Business Combination Marketing Agreement, the Company has engaged EBC as an advisor in connection with the initial Business Combination to assist in holding meetings with shareholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, provided that the Company may, in its sole discretion, allocate up to half of the fee to other FINRA members who assist in the Business Combination, provided that EBC’s fee shall be at least $2,000,000.
F-12
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 7 — SHAREHOLDERS’ EQUITY
Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of May 1, 2026, there were no preference shares issued or outstanding.
Ordinary Shares — The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. As of May 1, 2026, there were 4,508,333 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal, in the aggregate, 25% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding Private Shares), (ii) 250,000 EBC Founder Shares, and (iii) 425,000 Private Shares. The shares outstanding excludes 10,000,000 shares subject to possible redemption.
Rights — Except in cases where the Company is not the surviving company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
NOTE 8 — FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
The over-allotment option was accounted for as a liability in accordance with FASB ASC Topic 815-40 and was presented within liabilities on the balance sheet. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the statement of operations.
The fair value of the over-allotment option liability is $78,890. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.
The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:
| May 1, 2026 | ||||
| Volatility |
1.67 | % | ||
| Expected term (years) |
0.12 | |||
| Expected volatility |
3.71 | % | ||
| Exercise price |
$ | 10.00 | ||
F-13
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
The fair value of the Public Rights issued in the Initial Public Offering is $1,500,000, or $0.15 per Public Right and was determined using Monte Carlo Simulation Model. The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Rights issued in the Initial Public Offering:
| May 1, 2026 | ||||
| Underlying stock price |
$ | 9.85 | ||
| Risk-free rate |
3.81 | % | ||
| Probability of De-SPAC |
15.0 | % | ||
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:
| May 1, 2026 | ||||
| Cash |
$ | 1,142,992 | ||
|
|
|
|||
| Cash held in Trust Account |
$ | 101,000,000 | ||
|
|
|
|||
The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company.
F-14
West Enclave Merger Corp.
NOTES TO THE FINANCIAL STATEMENT
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statement is issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
On May 6, 2026, the Company closed the issuance and sale of 1,500,000 additional Units (the “Over-Allotment Option Units”) in connection with the underwriters fully exercising the Over-Allotment Option. The Over-Allotment Option Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $15,000,000. Simultaneously with the closing of the sale of the Over-Allotment Option Units, the Company completed the private sale of an additional 41,250 Private Placement Units to the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds to the Company of $412,500. In connection with the closing of the Over-Allotment Option, 500,000 ordinary shares are no longer subject to forfeiture.
A total of $15,150,000 of the net proceeds from the sale of the Over-Allotment Option Units and the additional Private Placement Units and the EBC loan was deposited in the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $116,150,000.
On May 6, 2026, in connection with the full over-allotment exercise, the underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $300,000 in the aggregate, which was paid upon the closing of the over-allotment option.
Additionally on May 6, 2026, the Company drew the additional $37,500 on the EBC Loan which was deposited directly into the Trust Account.
F-15
Exhibit 99.2
West Enclave Merger Corp. Announces Full Exercise of Underwriters’ Over-Allotment
Option in Connection with its Initial Public Offering
Ciudad de Mexico, Mexico – (May 6, 2026) – West Enclave Merger Corp. (the “Company”) announced today that the underwriters of its previously announced initial public offering of units have fully exercised their over-allotment option, resulting in the issuance of an additional 1,500,000 units at a public offering price of $10.00 per unit. After giving effect to the exercise of the option, an aggregate of 11,500,000 units have been issued in the initial public offering at an aggregate offering price of $115,000,000.
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company may pursue a target in any geography or industry and intends to focus on identifying a high-quality business that operates in Latin America or a U.S. based business whose revenues, operations or strategic growth are positioned to benefit from the economic interconnection between the United States and Latin America, particularly Mexico.
The units are listed and trading on The New York Stock Exchange (“NYSE”) under the symbol “WENC U”. Each unit consists of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NYSE under the symbols “WENC” and “WENC RT”, respectively.
EarlyBirdCapital, Inc. served as the sole book-running manager of the offering.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”) on April 29, 2026. The offering was made only by means of a prospectus, copies of which may be obtained by contacting EarlyBirdCapital, Inc. at 366 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Syndicate Department, by telephone at 212-661-0200.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About West Enclave Merger Corp.
West Enclave Merger Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities. The Company is led by Emilio Mahuad Quijano, Co-Chairman and Co-Chief Executive Officer, and Adrian Otero Rosiles, Co-Chairman and Co-Chief Executive Officer. The Company may pursue a target in any geography or industry and intends to focus on identifying a high-quality business that operates in Latin America or a U.S. based business whose revenues, operations or strategic growth are positioned to benefit from the economic interconnection between the United States and Latin America, particularly Mexico.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the proceeds from the initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the registration statement and prospectus for the Company’s initial public offering. Copies of these documents can be accessed through the SEC’s website at www.sec.gov. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Media Contact:
West Enclave Merger Corp.
Emilio Mahuad Quijano
emilio.mahuad@wenclave.com
Adrian Otero Rosiles
adrian.otero@wenclave.com
Exhibit 99.3
West Enclave Merger Corp. Announces the Separate Trading of its Ordinary Shares and Rights, Commencing May 13, 2026
CIUDAD DE MEXICO, Mexico, – (May 8, 2026) – West Enclave Merger Corp. (the “Company”) announced today that, commencing Wednesday, May 13, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units.
Any units not separated will continue to trade on The New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “WENC U”, and the ordinary shares and rights that are separated will trade on the NYSE under the symbols “WENC” and “WENC RT”, respectively. Each holder of units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”) on April 29, 2026. The offering was made only by means of a prospectus, copies of which may be obtained by contacting EarlyBirdCapital, Inc. at 366 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Syndicate Department, by telephone at 212-661-0200.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About West Enclave Merger Corp.
West Enclave Merger Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities. The Company is led by Emilio Mahuad Quijano, Co-Chairman and Co-Chief Executive Officer, and Adrian Otero Rosiles, Co-Chairman and Co-Chief Executive Officer. The Company may pursue a target in any geography or industry and intends to focus on identifying a high-quality business that operates in Latin America or a U.S. based business whose revenues, operations or strategic growth are positioned to benefit from the economic interconnection between the United States and Latin America, particularly Mexico.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the proceeds from the initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the registration statement and prospectus for the Company’s initial public offering. Copies of these documents can be accessed through the SEC’s website at www.sec.gov. No assurance can be given that the
offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Media Contact:
West Enclave Merger Corp.
Emilio Mahuad Quijano
emilio.mahuad@wenclave.com
Adrian Otero Rosiles
adrian.otero@wenclave.com