West Enclave Merger Corp. (NYSE: WENC) sponsor transfers 1.38M shares

Rhea-AI Filing Summary

West Enclave Sponsor LLC, an entity associated with director/officer Emilio Mahuad, reported two indirect trades in West Enclave Merger Corp. ordinary shares on May 1, 2026: an acquisition of 127,500 ordinary shares and a disposition of 1,380,000 ordinary shares.

After these transactions, the sponsor entity holds 2,580,833 ordinary shares indirectly attributable to Mahuad. The shares are held directly by West Enclave Sponsor LLC and indirectly by Mahuad and Adrian Otero, who control the sponsor and each disclaims beneficial ownership beyond his pecuniary interest. The sponsor previously acquired 127,500 private units at $10.00 per unit for an aggregate $1,275,000, each unit including one ordinary share and a right to one-tenth of a share, and transferred 1,380,000 founder shares to designees for approximately $9,000, including 200,000 founder shares to independent director nominees or affiliated entities.

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

Net Seller: 1,252,500 shares

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	$0.00
Sale	Ordinary Shares	1,380,000	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 2,580,833 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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

Shares purchased: 127,500 Shares sold or transferred: 1,380,000 Post-transaction indirect holdings: 2,580,833 +5 more

8 metrics

Shares purchased 127,500 Ordinary Shares acquired indirectly on 2026-05-01

Shares sold or transferred 1,380,000 Ordinary Shares disposed of indirectly on 2026-05-01

Post-transaction indirect holdings 2,580,833 Ordinary Shares held through sponsor entity after reported transactions

Private Units purchased 127,500 Units acquired by the sponsor at $10.00 per unit at IPO

Aggregate price for Private Units $1,275,000 Total consideration for 127,500 Private Units

Founder shares transferred 1,380,000 Ordinary shares transferred to designees as founder shares

Aggregate consideration for founder shares approximately $9,000 Total paid for 1,380,000 founder shares (~$0.0065 per share)

Founder shares to independent directors 200,000 Portion of founder shares transferred to two independent director nominees or affiliates

Key Terms

Private Units, initial public offering, founder shares, pecuniary interest

4 terms

Private Units financial

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

initial public offering regulatory

"Simultaneously with the consummation of the Issuer's initial public offering"

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.

founder shares financial

"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.

pecuniary interest financial

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

FAQ

What insider share transactions did WENC report on May 1, 2026?

An entity associated with Emilio Mahuad reported acquiring 127,500 ordinary shares and disposing of 1,380,000 ordinary shares of West Enclave Merger Corp. on May 1, 2026, all held indirectly through West Enclave Sponsor LLC.

How many West Enclave (WENC) ordinary shares does the sponsor hold after these trades?

After the reported transactions, the sponsor entity holds 2,580,833 ordinary shares of West Enclave Merger Corp. These shares are held indirectly for Emilio Mahuad through West Enclave Sponsor LLC, which he and Adrian Otero control.

Who controls West Enclave Sponsor LLC in the WENC Form 4 disclosure?

West Enclave Sponsor LLC is controlled by Emilio Mahuad and Adrian Otero, who manage voting and investment discretion over the ordinary shares it holds. Each disclaims beneficial ownership beyond his pecuniary interest in those shares.

What are the "Private Units" described in WENC's Form 4 footnotes?

The sponsor acquired 127,500 "Private Units" at $10.00 per unit, for an aggregate $1,275,000. Each Private Unit consists of one ordinary share and one right to receive one-tenth of an ordinary share upon completion of an initial business combination.

How were WENC founder shares distributed according to the Form 4 footnotes?

The sponsor transferred 1,380,000 founder shares for aggregate consideration of about $9,000, or roughly $0.0065 per share, including 200,000 founder shares to two independent director nominees or their affiliated entities.

Does WENC's Form 4 indicate these trades used a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the disclosure does not state that the reported transactions were executed under a Rule 10b5-1 or other pre-arranged trading plan.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/01/2026 - 01:45 PM Learn about SEC filing dates

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.
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* Form 4: SEC 1474 (03-26)