Sponsor entity tied to West Enclave (NASDAQ: WENC) records large mixed share trades

Rhea-AI Filing Summary

West Enclave Merger Corp. director and Co-Chief Executive Officer Adrian Otero reported mixed indirect transactions in the company’s ordinary shares through West Enclave Sponsor LLC. An entity controlled by Otero and a colleague sold 1,380,000 ordinary shares and purchased 127,500 ordinary shares, all held indirectly.

The filing indicates the 127,500 shares are the ordinary shares included in previously acquired private placement units. After these transactions, the reported indirect holdings in ordinary shares rose to 3,960,833. Footnotes state the securities are held directly by the Sponsor, and each controller disclaims beneficial ownership except for any pecuniary interest.

Insights

Equity governance analyst

Large mixed insider trades via sponsor entity, with substantial indirect stake retained.

The Form 4 shows an entity associated with Co-CEO Adrian Otero both selling and buying ordinary shares of West Enclave Merger Corp.. The sponsor-level sale of 1,380,000 shares alongside a 127,500‑share purchase results in a net reduction, but retains a sizable indirect position.

All holdings are at the sponsor entity, with Otero and a colleague controlling voting and investment decisions yet each disclaiming beneficial ownership beyond any pecuniary interest. With 3,960,833 ordinary shares indirectly reported after the transactions, this appears as portfolio repositioning at the sponsor level rather than a complete exit.

The filing does not reference any trading plan, so timing context is limited. Subsequent company disclosures may clarify how sponsor ownership evolves and whether additional transfers of founder or private placement shares occur following these reported movements.

Insider Trade Summary

2 transactions reported

Net Sell 2 txns

Insider Otero Rosiles Adrian

Role Co-Chief Executive Officer

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

Ordinary shares sold: 1,380,000 shares Ordinary shares purchased: 127,500 shares Net share change: 1,252,500 shares +3 more

6 metrics

Ordinary shares sold 1,380,000 shares Indirect sale by sponsor-related entity on May 1, 2026

Ordinary shares purchased 127,500 shares Indirect purchase by sponsor-related entity on May 1, 2026

Net share change 1,252,500 shares Net reduction from combined sale and purchase reported

Indirect holdings after transactions 3,960,833 shares Total ordinary shares indirectly held after reported trades

Private Units acquired at IPO 127,500 units at $10.00 Sponsor’s IPO private placement, $1,275,000 aggregate

Founder shares transferred 1,380,000 shares Founder shares transferred by Sponsor for about $9,000 total

Key Terms

Private Units, founder shares, beneficial ownership, pecuniary interest, +1 more

5 terms

Private Units financial

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

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.

beneficial ownership financial

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

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"

initial public offering financial

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

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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. 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)
	Co-Chief Executive Officer

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).

	/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 WENC’s sponsor-related entity report on this Form 4?

The Form 4 reports that a sponsor-related entity associated with Co-CEO Adrian Otero sold 1,380,000 ordinary shares and purchased 127,500 ordinary shares of West Enclave Merger Corp., all held indirectly, resulting in a net decrease in the sponsor’s reported ordinary share position.

How many West Enclave Merger Corp. shares are indirectly held after these transactions?

After the reported transactions, the Form 4 shows 3,960,833 ordinary shares of West Enclave Merger Corp. indirectly held. These securities are held directly by West Enclave Sponsor LLC, with Adrian Otero and a colleague controlling its management and investment decisions, subject to their stated pecuniary interests.

Who actually holds the WENC shares involved in Adrian Otero’s Form 4 filing?

The shares are held directly by West Enclave Sponsor LLC. Adrian Otero and another individual control the Sponsor’s management, including voting and investment discretion over the ordinary shares, but each disclaims beneficial ownership of shares held by the Sponsor except to the extent of any pecuniary interest.

What are the 127,500 West Enclave Merger Corp. ‘Private Units’ mentioned in the footnotes?

The footnotes explain that simultaneously with the initial public offering, West Enclave Sponsor LLC bought 127,500 private units at $10.00 per unit for $1,275,000. Each unit includes one ordinary share and one right to receive one‑tenth of an ordinary share upon an initial business combination.

What does the Form 4 say about the transfer of WENC founder shares by the Sponsor?

The filing notes the Sponsor transferred 1,380,000 founder shares of West Enclave Merger Corp. to certain designees at IPO closing for total consideration of about $9,000, or roughly $0.0065 per founder share, including 200,000 founder shares to two independent director nominees or their affiliates.

Does Adrian Otero fully own the WENC shares reported on this Form 4?

No. The Form 4 states that the securities are held by West Enclave Sponsor LLC. Adrian Otero and a colleague control the Sponsor, but each expressly disclaims beneficial ownership of any shares held by the Sponsor beyond the extent of his pecuniary interest in those securities.