West Enclave insider reports 3.83M sponsor shares

West Enclave Merger Corp. director and Co‑Chief Executive Officer Adrian Otero filed an initial Form 3 reporting indirect ownership of the company’s founder shares.

Rhea-AI Filing Summary

West Enclave Merger Corp. director and Co‑Chief Executive Officer Adrian Otero filed an initial Form 3 reporting indirect ownership of the company’s founder shares. The filing shows 3,833,333 ordinary shares held of record by West Enclave Sponsor LLC, which acquired these shares before the initial public offer.

Otero and Emilio Mahuad jointly control the sponsor’s management, including voting and investment decisions for these shares, but each disclaims beneficial ownership except for his pecuniary interest. The 3,833,333 ordinary shares include up to 500,000 shares that may be forfeited if the underwriters’ over‑allotment option is not exercised in full or in part.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Otero Rosiles Adrian

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 (2)

1. F1. 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. F2. 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

Indirectly held ordinary shares: 3,833,333 shares Shares subject to forfeiture: 500,000 shares Indirect ownership status: Indirect (I) +1 more

4 metrics

Indirectly held ordinary shares 3,833,333 shares Ordinary shares held of record by West Enclave Sponsor LLC, acquired before IPO

Shares subject to forfeiture 500,000 shares Portion of founder shares forfeitable if underwriters’ over-allotment option is not exercised

Indirect ownership status Indirect (I) Form 3 classifies Otero’s reported holdings as indirect through West Enclave Sponsor LLC

Reporting roles Director, Co-Chief Executive Officer, >10% owner Adrian Otero’s positions with West Enclave Merger Corp. as disclosed in Form 3

Key Terms

initial public offer, over-allotment option, beneficial ownership, pecuniary interest, +1 more

5 terms

initial public offer financial

"Represents 3,833,333 ordinary shares of the Issuer acquired by the sponsor prior to the initial public offer"

A company's first sale of ownership shares to the general public through a stock exchange or other public market. It turns privately held equity into tradable shares, like a family business issuing numbered tickets so outside people can own pieces. For investors, it creates a public market price, ongoing disclosure and reporting requirements, and a way to buy a stake in the company.

over-allotment option financial

"including up to 500,000 ordinary shares 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"

voting and investment discretion financial

"control the management of the sponsor, including the exercise of voting and investment discretion with respect to the ordinary shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Adrian Otero’s Form 3 for WENC report?

The Form 3 reports indirect ownership of 3,833,333 West Enclave Merger Corp. ordinary shares held by West Enclave Sponsor LLC. These are founder shares acquired before the IPO, with Otero reporting them due to his control role in the sponsor.

Who is the record holder of the WENC shares reported in this Form 3?

West Enclave Sponsor LLC is the record holder of the 3,833,333 ordinary shares. The sponsor holds the shares directly, while Adrian Otero and Emilio Mahuad control the sponsor’s management and related voting and investment discretion over those shares.

How many WENC shares in this filing are subject to possible forfeiture?

The filing states that up to 500,000 ordinary shares are subject to forfeiture. This forfeiture applies if the underwriters’ over‑allotment option in the initial public offer is not exercised in full or in part.

Does Adrian Otero claim full beneficial ownership of the WENC shares?

No. The filing explains that Adrian Otero and Emilio Mahuad each disclaim beneficial ownership of shares held by West Enclave Sponsor LLC, except to the extent of each individual’s pecuniary interest in those sponsor‑held shares.

What is the relationship between West Enclave Sponsor LLC and WENC’s management?

West Enclave Sponsor LLC holds 3,833,333 WENC ordinary shares, and its management is controlled by Emilio Mahuad and Adrian Otero. They exercise voting and investment discretion for these shares through the sponsor, rather than holding them directly.

Why are the WENC shares described as acquired before the IPO?

The filing notes that the 3,833,333 ordinary shares were acquired by the sponsor prior to the IPO. These are commonly referred to as founder shares, obtained before the public offering to establish the sponsor’s equity position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 03:07 PM EDT Learn about SEC filing dates

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^*

Otero Rosiles Adrian

(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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	04/30/2026
	** 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)