WENC · West Enclave Merger Corp.

West Enclave Merger Corp. is a Cayman Islands SPAC targeting high-quality private companies in Latin America or U.S. businesses benefiting from U.S.-Mexico economic ties, with enterprise values $500M-$2B. The management team brings deep cross-border expertise: Co-CEOs Emilio Mahuad (ex-Lazard/UBS Mexico) and Adrián Otero (ex-Scotiabank Mexico CEO) have 25+ years each in investment banking and operations, complemented by directors with PE, legal, and financial services experience. This positions the SPAC to source proprietary deals through networks spanning corporate families, PE firms, and institutions across the Americas, addressing Latin America's underdeveloped public markets (declining listings, <10 IPOs 2022-2025) and nearshoring trends.

The $100M IPO (10M units at $10) deposits $101M into trust at $10.10/unit, with $750K working capital. Sponsor holds 3.63M founder shares (25.9% post-IPO, $25K cost or ~$0.007/share), creating 98% dilution at max redemption. Private placement: 425K units ($4.25M) to sponsor/EBC. 21-month deadline; public shares redeemable at trust NAV, with 15% cap if shareholder vote. Rights convert to 1/10th share post-business combination.

Financials show $0 revenue, $454K assets, $37K working capital deficit as of Dec 31, 2025—typical pre-IPO SPAC with going concern note. No operations; focus on sourcing via relationships, institutional diligence. Key risks: execution within timeline amid SPAC competition; management conflicts (other SPACs/obligations); high redemptions derailing deals; PFIC tax issues for U.S. holders. Conflicts mitigated by charter waivers, but low founder cost incentivizes deal closure even at suboptimal valuations.

Investor implications: Attractive for LatAm exposure via experienced team, but high dilution, redemption risk, and 21-month liquidation threat typical of SPACs. NYSE listing (WENC.U) provides liquidity path; post-combination governance support promised. Overall, differentiated regional focus but standard SPAC risks.