West Enclave (NASDAQ: WENC) sponsor reports 3.83M pre-IPO shares on Form 3

Q: What did Emilio Mahuad report in West Enclave Merger Corp. (WENC) Form 3?

Emilio Mahuad reported an indirect position tied to 3,833,333 ordinary shares of West Enclave Merger Corp. These shares are held by West Enclave Sponsor LLC , which acquired them before the IPO, with Mahuad involved through his control of the sponsor entity.

Q: Who is the record holder of the West Enclave Merger Corp. shares in this Form 3?

The record holder is West Enclave Sponsor LLC , not Emilio Mahuad personally. The sponsor holds 3,833,333 ordinary shares , and Mahuad and Adrian Otero control the sponsor’s management, including voting and investment discretion over these ordinary shares.

Q: How many West Enclave Merger Corp. shares are subject to forfeiture from the sponsor’s holdings?

Up to 500,000 ordinary shares are subject to forfeiture. This forfeiture occurs to the extent the underwriters’ over-allotment option for West Enclave Merger Corp.’s IPO is not exercised in full or in part, reducing the sponsor’s final share count.

Q: Did Emilio Mahuad buy or sell West Enclave Merger Corp. shares in this Form 3 filing?

The Form 3 reflects holdings , not a new purchase or sale. It reports an existing indirect ownership of 3,833,333 ordinary shares through West Enclave Sponsor LLC, acquired before the IPO, with no transaction price or trade quantity disclosed here.

Q: What does it mean that Emilio Mahuad disclaims beneficial ownership in the WENC Form 3?

The filing states Mahuad disclaims beneficial ownership of the sponsor-held shares, except for his pecuniary interest . This means he acknowledges economic exposure only to the portion of the 3,833,333 shares from which he financially benefits, rather than full ownership.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

West Enclave Merger Corp. director and Co-Chief Executive Officer Emilio Mahuad reported an indirect ownership position on a Form 3. The filing shows 3,833,333 ordinary shares held of record by West Enclave Sponsor LLC, which were acquired before the initial public offer. Up to 500,000 of these shares are subject to forfeiture if the underwriters’ over-allotment option is not fully exercised. Mahuad and Adrian Otero control the sponsor’s voting and investment decisions but each disclaims beneficial ownership except for his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mahuad Quijano Emilio

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 3,833,333 shares (Indirect, See Footnotes)

Footnotes (1)

West Enclave Sponsor LLC (the "sponsor") is the record holder of the shares reported herein. Mr. Emilio Mahuad and Mr. Adrian Otero control the management of the sponsor, including the exercise of voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Each of Mr. Mahuad and Mr. Otero disclaims any beneficial ownership of any shares held by the sponsor except to the extent of his pecuniary interest therein. Represents 3,833,333 ordinary shares of the Issuer acquired by the sponsor prior to the initial public offer (the "IPO"). including up to 500,000 ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part.

Key Figures

Indirect ordinary shares reported: 3,833,333 shares Shares subject to forfeiture: 500,000 shares Shares following transaction entry: 3,833,333 shares

3 metrics

Indirect ordinary shares reported 3,833,333 shares Ordinary shares held by West Enclave Sponsor LLC prior to IPO

Shares subject to forfeiture 500,000 shares Ordinary shares forfeitable if IPO over-allotment option not fully exercised

Shares following transaction entry 3,833,333 shares Total ordinary shares indicated as indirectly owned after reported holding

Key Terms

over-allotment option, beneficial ownership, pecuniary interest, indirect ownership, +1 more

5 terms

over-allotment option financial

"subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"Each of Mr. Mahuad and Mr. Otero disclaims any beneficial ownership of any shares held by the sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"disclaims any beneficial ownership of any shares held by the sponsor except to the extent of his pecuniary interest therein"

indirect ownership financial

"total_shares_following_transaction 3,833,333.0000 ... ownership_type indirect"

initial public offer (the "IPO") financial

"ordinary shares of the Issuer acquired by the sponsor prior to the initial public offer (the "IPO")"

Understanding Insider Trading Forms →

04/29/2026 - 06:19 PM

SEC Form 3

FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Mahuad Quijano Emilio

(Last)

(First)

(Middle)

C/O WEST ENCLAVE MERGER CORP.,

C. CALDERON DE LA BARCA 22

(Street)

CIUDAD DE MEXICO

MEXICO

11540

(City)

(State)

(Zip)

MEXICO

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2026

3. Issuer Name and Ticker or Trading Symbol
West Enclave Merger Corp. [ WENC.U ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	3,833,333⁽¹⁾⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. West Enclave Sponsor LLC (the "sponsor") is the record holder of the shares reported herein. Mr. Emilio Mahuad and Mr. Adrian Otero control the management of the sponsor, including the exercise of voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Each of Mr. Mahuad and Mr. Otero disclaims any beneficial ownership of any shares held by the sponsor except to the extent of his pecuniary interest therein.

2. Represents 3,833,333 ordinary shares of the Issuer acquired by the sponsor prior to the initial public offer (the "IPO"). including up to 500,000 ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Jason T. Simon, as Attorney-in-Fact	04/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Emilio Mahuad report in West Enclave Merger Corp. (WENC) Form 3?

Emilio Mahuad reported an indirect position tied to 3,833,333 ordinary shares of West Enclave Merger Corp. These shares are held by West Enclave Sponsor LLC, which acquired them before the IPO, with Mahuad involved through his control of the sponsor entity.

Who is the record holder of the West Enclave Merger Corp. shares in this Form 3?

The record holder is West Enclave Sponsor LLC, not Emilio Mahuad personally. The sponsor holds 3,833,333 ordinary shares, and Mahuad and Adrian Otero control the sponsor’s management, including voting and investment discretion over these ordinary shares.

How many West Enclave Merger Corp. shares are subject to forfeiture from the sponsor’s holdings?

Up to 500,000 ordinary shares are subject to forfeiture. This forfeiture occurs to the extent the underwriters’ over-allotment option for West Enclave Merger Corp.’s IPO is not exercised in full or in part, reducing the sponsor’s final share count.

Did Emilio Mahuad buy or sell West Enclave Merger Corp. shares in this Form 3 filing?

The Form 3 reflects holdings, not a new purchase or sale. It reports an existing indirect ownership of 3,833,333 ordinary shares through West Enclave Sponsor LLC, acquired before the IPO, with no transaction price or trade quantity disclosed here.

What does it mean that Emilio Mahuad disclaims beneficial ownership in the WENC Form 3?

The filing states Mahuad disclaims beneficial ownership of the sponsor-held shares, except for his pecuniary interest. This means he acknowledges economic exposure only to the portion of the 3,833,333 shares from which he financially benefits, rather than full ownership.