West Enclave Merger Corp. 8-K

What Happened
West Enclave Merger Corp. announced the closing of its initial public offering and related transactions. On April 29, 2026 the company’s Form S-1 became effective and, on May 1, 2026, the company sold 10,000,000 units at $10.00 per unit for gross proceeds of $100,000,000. Each Unit consists of one ordinary share (par value $0.0001) and one right entitling the holder to receive one‑tenth of one ordinary share upon completion of an initial business combination. The underwriters have a 45‑day option to purchase up to an additional 1,500,000 units. Simultaneously, the company completed a private placement of 425,000 units to the Sponsor and EarlyBirdCapital, Inc. (EBC) for $4,250,000. In total, $101,000,000 of net proceeds from the Offering and the Private Placement were placed in a trust account with Continental Stock Transfer & Trust Company as trustee.

Key Details

• Offering: 10,000,000 units at $10.00 per unit = $100,000,000 gross proceeds; underwriter option for up to 1,500,000 additional units (45 days).
• Private Placement: 425,000 units to Sponsor and EBC affiliates at $10.00 per unit = $4,250,000; units are identical to public Units but subject to transfer restrictions.
• Governance and charter: Amended and restated memorandum and articles filed April 29, 2026 authorize up to 200,000,000 ordinary shares and up to 1,000,000 preference shares.
• Board changes: Effective April 29, 2026, Jean‑Michel Enriquez Dahlhaus and Hector Madero Rivero were appointed; board now comprises Emilio Mahuad Quijano, Adrian Otero Rosiles, Alberto Fasja Cohen, Jean‑Michel Enriquez Dahlhaus, and Hector Madero Rivero. Indemnity agreements were entered with each director/officer.

Why It Matters
For investors, the company is now funded and structured as a SPAC: the bulk of proceeds ($101.0M) are held in a trustee‑controlled trust account and will generally only be released upon completion of an initial business combination or in limited redemption events. The 21‑month window (subject to any shareholder-approved extension) sets the timeline for completing a merger or acquisition. The private placement and sponsor participation, the underwriter overallotment option, and the newly filed charter and board appointments are material because they affect capital structure, potential dilution, and who will lead the search for a target company.