| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
West Enclave Merger Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
C. Calderon de la Barca 22, Ciudad de Mexico,
MEXICO
, 11540. |
| Item 2. | Identity and Background |
|
| (a) | The reporting persons are:
1. West Enclave Sponsor LLC ("Sponsor")
2. Emilio Mahuad Quijano
3. Adrian Otero Rosiles |
| (b) | The business address of reporting persons are: c/o West Enclave Merger Corp., C. Calderon de la Barca 22, Ciudad de Mexico, Mexico 11540. |
| (c) | Sponsor is a private investor. Mr. Mahuad is the Co-Chairman, Co-Chief Executive Officer and Principal Financial Officer of the Issuer. Mr. Otero is the Co-Chairman and Co-Chief Executive Officer of the Issuer. |
| (d) | During the past five years, Sponsor, Mr. Mahuad and Mr. Otero have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Each of Sponsor, Mr. Mahuad and Mr. Otero has not, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or are subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Sponsor is a Delaware limited liability company. Mr. Mahuad and Mr. Otero are citizens of Mexico. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The source of the funds used by the reporting persons to acquire the ordinary shares reported on in this Schedule 13D was working capital. See also Item 4 of this Schedule 13D, which information is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | On December 17, 2025, the Issuer issued an aggregate of 3,833,333 ordinary shares to Sponsor for an aggregate purchase price of $25,000. Third party designees of the sponsor purchased an aggregate of 147,500 of the private units Sponsor purchased, Jean-Michel Enriquez Dahlhaus, one of the Issuer's independent directors, purchased 5,000 of the private units Sponsor has purchased, and an entity affiliated with Hector Madero Rivero, another of the Issuer's independent directors, has purchased 20,000 of the private units Sponsor purchased, in each case at $10.00 per private unit. Sponsor transferred an aggregate of 1,380,000 ordinary shares of the Issuer (the "founder shares") on the closing of the initial public offering for an aggregate consideration of approximately $9,000, or approximately $0.0065 per founder share (including 40,000 founder shares to Mr. Enriquez and 160,000 founder shares to the entity affiliated with Mr. Madero). On May 1, 2026, the Issuer consummated its initial public offering ("IPO") and in connection with the consummation, Sponsor purchased an aggregate of 300,000 units for an aggregate purchase price of $3,000,000. On May 4, 2026, the underwriters of the Issuer, notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. The over-allotment option closed on May 6, 2026 simultaneously with a private placement of $412,500. Each private unit purchased was comprised of one ordinary share of the Issuer and one right to receive one-tenth of one ordinary share of the Issuer upon consummation of an initial business combination. The reporting persons made the acquisitions reported in this Schedule 13D as sponsor and officer and director of the Issuer and in support of the Issuer's business plan. The reporting persons may acquire or dispose of additional securities or sell securities of the Issuer from time to time in the market or in private transactions, including as a result of ownership of the rights referred to above. However, reporting persons do not have any other agreements to acquire additional ordinary shares at this time. As Co-Chairmen and Co-Chief Executive Officers of the Issuer, Mr. Mahuad and Mr. Otero are involved in making material business decisions regarding the Issuer's policies and practices and may be involved in the consideration of various proposals considered by the Issuer's board of directors. Additionally, as the Issuer's business plan is to enter into a business combination, Mr. Mahuad and Mr. Otero, as Co-Chairmen and Co-Chief Executive Officers of the Issuer, are actively involved in pursuing a suitable target for the Issuer's business combination and will be actively involved in effecting any such business combination if the Issuer's business plan is successful, which may also result in a change in the Issuer's board of directors, corporate structure or charter.
As of the date of this Schedule 13D, except as set forth in this Schedule 13D above, the reporting persons do not have any plans or proposals which would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those actions enumerated above. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The aggregate number and percentage of ordinary shares beneficially owned by reporting persons (on the basis of a total of 16,049,583 ordinary shares outstanding as of May 6, 2026) are as follows:
i. Sponsor: 2,603,333 ordinary shares; 16.2%
ii. Emilio Mahuad Quijano: 2,603,333 ordinary shares; 16.2%
iii. Adrian Otero Rosiles: 2,603,333 ordinary shares; 16.2% |
| (b) | Number of shares to which Sponsor has:
i. Sole power to vote or to direct the vote: 2,603,333,
ii. Shared power to vote or to direct the vote: 0,
iii. Sole power to dispose or to direct the disposition of: 2,603,333, and
iv. Shared power to dispose or to direct the disposition of: 0.
Number of shares to which Emilio Mahuad Quijano has:
i. Sole power to vote or to direct the vote: 2,603,333,
ii. Shared power to vote or to direct the vote: 0,
iii. Sole power to dispose or to direct the disposition of: 2,603,333, and
iv. Shared power to dispose or to direct the disposition of: 0.
Number of shares to which Adrian Otero Rosiles has:
i. Sole power to vote or to direct the vote: 2,603,333,
ii. Shared power to vote or to direct the vote: 0,
iii. Sole power to dispose or to direct the disposition of: 2,603,333, and
iv. Shared power to dispose or to direct the disposition of: 0. |
| (c) | The reporting persons are the beneficial owner of 2,603,333 ordinary shares, or approximately 16.2%, of the Issuer's outstanding ordinary shares. |
| (d) | Not applicable. |
| (e) | During the 60 days preceding the date of this report, the reporting persons have not effected any transactions in the Issuer's ordinary shares other than as indicated in this Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Sponsor is party to a Private Placement Units Purchase Agreement, dated April 29, 2026, by and between the Issuer and Sponsor ("Private Units Purchase Agreement"); a Registration Rights Agreement, dated April 29, 2026, by and among the Issuer and certain other parties thereto ("Registration Rights Agreement"); a Letter Agreement, dated April 29, 2026, by and among the Issuer, EarlyBirdCapital, Inc. and certain other parties thereto ("Letter Agreement") and a Share Escrow Agreement dated April 29, 2026, by and among the Issuer and certain other parties thereto ("Share Escrow Agreement").
Pursuant to the Private Units Purchase Agreement, Sponsor purchased an aggregate of 322,500 private placement units ("Placement Units") simultaneously with the consummation of the IPO and the over-allotment. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Private Units Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter (as defined below). The description of the Private Placement Units Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026 (and is incorporated by reference herein as Exhibit 10.1).
Pursuant to the Registration Rights Agreement, the initial shareholders, including Sponsor, and the other parties thereto are entitled to registration rights with respect to certain securities of the Issuer held by them. The holders of a majority of these securities are entitled to make up to three demands that the Issuer register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to consummation of the Issuer's Business Combination. The Issuer will bear the expenses incurred in connection with the filing of any such registration statements. The description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026 (and is incorporated by reference herein as Exhibit 10.2).
Pursuant to the Letter Agreement, Sponsor agreed, among other things, to vote all ordinary shares owned by it, subject to applicable securities laws, in favor of a proposed Business Combination, not to sell or transfer any securities of the Issuer, subject to certain exceptions, until certain periods of time set forth in the Insider Letter Agreement and the Share Escrow Agreement and that it would not seek redemption rights with respect to any ordinary shares held by it. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026 (and is incorporated by reference herein as Exhibit 10.3).
Pursuant to the Share Escrow Agreement, Sponsor agreed, among other things, that the shares held by it prior to the IPO may not be transferred, assigned, sold or released from escrow, except for certain permitted transfers, until six months after the date of the consummation of an initial Business Combination, or earlier, if, subsequent to an initial Business Combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Issuer's shareholders having the right to exchange their shares for cash, securities or other property. The description of the Share Escrow Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026 (and is incorporated by reference herein as Exhibit 10.4). |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 10.1 - Private Placement Units Purchase Agreement, dated as of April 29, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026).
Exhibit 10.2 - Registration Rights Agreement, dated as of April 29, 2026, by and among the Issuer, the Sponsor and other security holders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026).
Exhibit 10.3 - Letter Agreement, dated as of April 29, 2026, by and among the Issuer, the Sponsor and the Issuer's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026).
Exhibit 10.4 - Share Escrow Agreement, dated as of April 29, 2026, by and among the Issuer, the Sponsor, the Issuer's officers and directors and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by the Issuer with the SEC on May 4, 2026).
Exhibit - 99.1 - Joint Filing Agreement, May 12, 2026, by and among the Reporting Persons. |
