West Enclave Merger (NASDAQ: WENC) sponsor nets 1.25M-share sale

Rhea-AI Filing Summary

West Enclave Sponsor LLC, an entity controlled by director and officer Emilio Mahuad, reported both sales and purchases of West Enclave Merger Corp. ordinary shares on May 1, 2026, resulting in a net disposition of 1,252,500 shares held indirectly. The sponsor transferred 1,380,000 founder shares for aggregate consideration of about $9,000, or roughly $0.0065 per share127,500 Private Units at $10.00 per unit for a total of $1,275,000; each unit includes one ordinary share and a right to receive one‑tenth of an ordinary share upon completion of an initial business combination. Following these transactions, indirect holdings reported for the sponsor increased to 3,960,833 ordinary shares, with Mahuad and co-manager Adrian Otero disclaiming beneficial ownership beyond their pecuniary interests.

Insights

SEC filing analyst

Large sponsor-level reallocation of SPAC founder and private shares, net selling overall.

The filing shows West Enclave Sponsor LLC both buying and selling West Enclave Merger Corp. ordinary shares linked to its sponsor economics. It acquired $1,275,000 of Private Units and transferred $9,000 of founder shares, all reported as indirect for Emilio Mahuad.

On a share basis, the sponsor had a net sale of 1,252,500 ordinary shares, despite ending with 3,960,833 shares indirectly held. Founder shares moved at about $0.0065 each, consistent with typical SPAC sponsor economics, while Private Units priced at $10.00 per unit.

Because Mahuad and co-manager Adrian Otero disclaim beneficial ownership beyond their pecuniary interests and holdings are through the sponsor, the activity looks like sponsor-level capitalization and allocation rather than purely personal trading. The filing does not quantify these holdings relative to total shares outstanding, so the broader impact on ownership structure remains context-dependent.

Insider Trade Summary

2 transactions reported

Net Sell 2 txns

Insider Mahuad Quijano Emilio

Role See Remarks

Bought 127,500 shs ($0.00)

Sold 1,380,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	127,500	$0.00	--
Sale	Ordinary Shares	1,380,000	$0.00	--

Holdings After Transaction: Ordinary Shares — 3,960,833 shares (Indirect, See Footnote)

Footnotes (1)

1. Simultaneously with the consummation of the Issuer's initial public offering, West Enclave Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 127,500 units (the "Private Units") in a private placement for an aggregate purchase price of $1,275,000. 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 127,500 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. The Sponsor transferred an aggregate of 1,380,000 ordinary shares of the Issuer (the "founder shares") to certain designees on the closing of the Issuer's initial public offering for an aggregate consideration of approximately $9,000, or approximately $0.0065 per founder share (including an aggregate of 200,000 founder shares to two of the Issuer's independent director nominees or affiliated entities).

Key Figures

Founder shares transferred: 1,380,000 shares Founder share consideration: about $9,000 Founder share price: about $0.0065 per share +5 more

8 metrics

Founder shares transferred 1,380,000 shares Founder shares transferred by sponsor at IPO closing

Founder share consideration about $9,000 Aggregate consideration for 1,380,000 founder shares

Founder share price about $0.0065 per share Implied price for transferred founder shares

Private Units purchased 127,500 units Private Units acquired by sponsor

Private Unit price $10.00 per unit Purchase price per Private Unit

Private Unit cost $1,275,000 Aggregate purchase price for 127,500 Private Units

Net shares sold 1,252,500 shares Net sell position from transaction summary

Shares held after 3,960,833 shares Indirect shares reported after transactions

Key Terms

Private Units, founder shares, initial public offering, pecuniary interest, +1 more

5 terms

Private Units financial

"acquired, at a price of $10.00 per unit, 127,500 units (the "Private Units") in a private placement"

founder shares financial

"The Sponsor transferred an aggregate of 1,380,000 ordinary shares of the Issuer (the "founder shares")"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

initial public offering financial

"Simultaneously with the consummation of the Issuer's initial public offering, West Enclave Sponsor LLC acquired"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

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"

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 01:45 PM

SEC Form 4

FORM 4

UNITED 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^*

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/01/2026		P		127,500	A	(1)	3,960,833	I	See Footnote(2)
Ordinary Shares	05/01/2026		S		1,380,000	D	(3)	2,580,833	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Simultaneously with the consummation of the Issuer's initial public offering, West Enclave Sponsor LLC (the "Sponsor") acquired, at a price of $10.00 per unit, 127,500 units (the "Private Units") in a private placement for an aggregate purchase price of $1,275,000. 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 127,500 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.

3. The Sponsor transferred an aggregate of 1,380,000 ordinary shares of the Issuer (the "founder shares") to certain designees on the closing of the Issuer's initial public offering for an aggregate consideration of approximately $9,000, or approximately $0.0065 per founder share (including an aggregate of 200,000 founder shares to two of the Issuer's independent director nominees or affiliated entities).

Remarks:

Co-Chief Executive Officer, Principal Financial Officer

	/s/ Jason T. Simon, Attorney-in-Fact	05/01/2026
	** 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 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 transactions did West Enclave Merger Corp. (WENC) report for the sponsor?

West Enclave Sponsor LLC reported both buying and selling ordinary shares, resulting in a net disposition of 1,252,500 shares. The activity combined a 1,380,000-share transfer of founder shares with the acquisition of 127,500 Private Units, all reported as indirect holdings for Emilio Mahuad.

How many founder shares of West Enclave Merger Corp. (WENC) were transferred?

The sponsor transferred 1,380,000 founder shares for aggregate consideration of about $9,000, or roughly $0.0065 per share. These shares went to various designees at the SPAC’s IPO closing, including 200,000 founder shares to two independent director nominees or affiliated entities.

What are the Private Units purchased by West Enclave Sponsor LLC in WENC?

The sponsor purchased 127,500 Private Units at $10.00 per unit, totaling $1,275,000. Each Private Unit includes one ordinary share and one right, with each right entitling the holder to receive one‑tenth of an ordinary share upon completion of an initial business combination.

How many West Enclave Merger Corp. (WENC) shares does the sponsor hold after these transactions?

After the reported transactions, indirect holdings for the sponsor increased to 3,960,833 ordinary shares. These shares are held directly by West Enclave Sponsor LLC, while managers Emilio Mahuad and Adrian Otero control voting and investment discretion and disclaim beneficial ownership beyond their pecuniary interests.

Are the West Enclave Merger Corp. (WENC) transactions personal trades by Emilio Mahuad?

The securities are held directly by West Enclave Sponsor LLC, not by Mahuad personally. He and co-manager Adrian Otero control the sponsor’s voting and investment decisions but each disclaims beneficial ownership of sponsor-held shares except to the extent of his pecuniary interest in the entity.

What does the net-sell position mean in this WENC Form 4 filing?

The transaction summary shows a net sale of 1,252,500 shares when comparing total bought and sold. This reflects the combination of a large founder-share transfer and the Private Unit purchase, both at the sponsor level, rather than simple open-market personal trading by the reporting individual.