STOCK TITAN

West Enclave Merger (WENC) sponsor buys 22,500 Private Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

West Enclave Merger Corp. reported an indirect open-market purchase tied to its sponsor entity. On May 6, 2026, West Enclave Sponsor LLC acquired 22,500 private placement units at $10.00 per unit for an aggregate $225,000. Each Private Unit includes one ordinary share and one right to receive one-tenth of an ordinary share upon completion of an initial business combination.

The 22,500 ordinary shares within these Private Units are reported as indirectly owned by co-chief executive officer and director Adrian Otero through the sponsor. Following this transaction, indirect holdings reported for him total 2,603,333 ordinary shares. Mr. Otero disclaims beneficial ownership of sponsor-held shares except to the extent of his pecuniary interest.

Positive

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Insider Otero Rosiles Adrian
Role Co-Chief Executive Officer
Bought 22,500 shs ($0.00)
Type Security Shares Price Value
Purchase Ordinary Shares 22,500 $0.00 --
Holdings After Transaction: Ordinary Shares — 2,603,333 shares (Indirect, See Footnote)
Footnotes (1)
  1. On May 4, 2026, the underwriters of the Issuer notified the Issuer of their exercise of the over-allotment option in full and the over-allotment option closed on May 6, 2026. Simultaneously with the closing of the over-allotment option, West Enclave Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 22,500 units (the "Private Units") in a private placement for an aggregate purchase price of $225,000. Each Private 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. The reported shares are the 22,500 ordinary shares included in such Private Units. The securities are held directly by the Sponsor and indirectly by Emilio Mahuad and Adrian Otero, who 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.
Private Units purchased 22,500 units Acquired by West Enclave Sponsor LLC in private placement
Unit price $10.00 per unit Price paid for each Private Unit on May 6, 2026
Aggregate purchase price $225,000 Total consideration for 22,500 Private Units
Ordinary shares in Private Units 22,500 shares Ordinary shares embedded in acquired Private Units
Post-transaction indirect holdings 2,603,333 ordinary shares Indirect holdings reported for Adrian Otero after transaction
Over-allotment option exercise date May 4, 2026 Underwriters exercised over-allotment option in full
Over-allotment closing date May 6, 2026 Closing date for over-allotment option and Private Units
Right conversion ratio 0.1 share per right Each right gives one-tenth of an ordinary share
over-allotment option financial
"the underwriters of the Issuer notified the Issuer of their exercise of the over-allotment option in full"
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.
Private Units financial
"acquired, at a price of $10.00 per unit, 22,500 units (the "Private Units") in a private placement"
initial business combination financial
"one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
beneficial ownership financial
"disclaims any beneficial ownership of any shares held by the sponsor except to the extent of his pecuniary interest therein"
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"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 MEXICOMEXICO11540

(City)(State)(Zip)

MEXICO

(Country)
2. Issuer Name and Ticker or Trading Symbol
West Enclave Merger Corp. [ WENC U ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares05/06/2026P22,500A(1)2,603,333ISee Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On May 4, 2026, the underwriters of the Issuer notified the Issuer of their exercise of the over-allotment option in full and the over-allotment option closed on May 6, 2026. Simultaneously with the closing of the over-allotment option, West Enclave Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 22,500 units (the "Private Units") in a private placement for an aggregate purchase price of $225,000. Each Private 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. The reported shares are the 22,500 ordinary shares included in such Private Units.
2. The securities are held directly by the Sponsor and indirectly by Emilio Mahuad and Adrian Otero, who 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.
/s/ Jason T. Simon, Attorney-in-Fact05/06/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did WENC disclose for Adrian Otero?

West Enclave Merger Corp. disclosed an indirect purchase linked to co-CEO Adrian Otero. Sponsor entity West Enclave Sponsor LLC bought 22,500 Private Units, each containing one ordinary share and a right, with the embedded 22,500 shares reported as indirectly owned by Otero.

How many West Enclave (WENC) shares were involved in the latest Form 4?

The Form 4 reports 22,500 ordinary shares included in newly acquired Private Units. These shares are part of a sponsor private placement and are reported as indirectly owned, contributing to a post-transaction total of 2,603,333 ordinary shares attributed to Adrian Otero.

What price did West Enclave Sponsor LLC pay for the Private Units?

West Enclave Sponsor LLC paid $10.00 per unit for 22,500 Private Units. This results in an aggregate purchase price of $225,000 for the private placement, executed simultaneously with the closing of the underwriters’ full exercise of the over-allotment option.

What does each West Enclave Private Unit reported in the Form 4 contain?

Each Private Unit consists of one ordinary share and one right. That right entitles the holder to receive one-tenth of one ordinary share when West Enclave Merger Corp. completes an initial business combination, adding potential future shares beyond the initial ordinary share.

Who actually holds the securities reported for Adrian Otero in WENC?

The securities are held directly by West Enclave Sponsor LLC and only indirectly by Emilio Mahuad and Adrian Otero. They control the sponsor’s management and investment decisions but each disclaims beneficial ownership of sponsor-held shares except for his individual pecuniary interest.

How many WENC ordinary shares are reported after the transaction?

After the reported transaction, 2,603,333 ordinary shares are shown as indirectly owned for Adrian Otero. This figure includes the 22,500 ordinary shares embedded in the newly acquired Private Units, all held of record by West Enclave Sponsor LLC.