false --12-31 0002105838 0002105838 2026-03-10 2026-03-10 0002105838 SUMA:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember 2026-03-10 2026-03-10 0002105838 SUMA:ClassOrdinarySharesParValue0.0001PerShareMember 2026-03-10 2026-03-10 0002105838 SUMA:RightsEachRightEntitlingHolderToReceiveOnefifth15OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember 2026-03-10 2026-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 Date of Report (Date
of earliest event reported): March 10, 2026 SUMA Acquisition Corporation (Exact name of registrant
as specified in its charter) Cayman Islands 001-43186 98-1906937 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6543 Las Vegas Blvd
S Las Vegas , NV 89119 (Address of principal
executive offices, including zip code) Registrant’s
telephone number, including area code: (647) 622-9173 Not Applicable (Former name or former
address, if changed since last report) Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions: ☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section
12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one right SUMAU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share SUMA The Nasdaq Stock Market LLC Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the initial business combination SUMAR The Nasdaq Stock Market LLC Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material
Definitive Agreement. On
March 12, 2026, SUMA Acquisition Corporation (the “Company”) consummated its initial public offering (“IPO”) of
17,250,000 units, which includes 2,250,000 units (the “Units”) issued pursuant to the full exercise by the underwriters of
their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination
(each, a “Share Right”). In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-292831) for the IPO, initially filed with the U.S. Securities and Exchange Commission
(the “Commission”) on January 20, 2026 (as amended, the “Registration Statement”): ● An Underwriting Agreement, dated March 10, 2026, by and among
the Company and Seaport Global Securities LLC (“Seaport”), as representative of the several underwriters, a copy of which
is attached as Exhibit 1.1 hereto and incorporated herein by reference. ● A Share Rights Agreement, dated March 10, 2026, by and between
the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and
incorporated herein by reference. ● An Investment Management Trust Agreement, dated March 10,
2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit
10.1 hereto and incorporated herein by reference. ● A Registration Rights Agreement, dated March 10, 2026, by
and among the Company, SUMA Sponsor LP, SUMA Canada Sponsor LP, SUMA Canada II Sponsor LP (collectively, the “Sponsors”),
and Seaport, as representative of the several underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
by reference. ● A Private Placement Units Purchase Agreement, dated March
10, 2026 (the “US Sponsor Purchase Agreement”), by and between the Company and SUMA Sponsor LP, a copy of which is attached
as Exhibit 10.3 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated March
10, 2026 (the “Canada Sponsor Purchase Agreement”), by and among the Company and SUMA Canada II Sponsor LP, a copy of which
is attached as Exhibit 10.4 hereto and incorporated herein by reference. ● A Private Placement Units Purchase Agreement, dated March
10, 2026 (the “Underwriters’ Private Placement Units Purchase Agreement”), by and among the Company and Seaport, a
copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ● A Letter Agreement, dated March 10, 2026, by and among the
Company, its officers, its directors and the Sponsors, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by
reference. ● Indemnity Agreements, dated March 10, 2026, by and among
the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein
by reference. ● An Administrative Services Agreement, dated March 10, 2026,
by and between the Company and SUMA Sponsor LP, which is attached as Exhibit 10.8 hereto and incorporated herein by reference. 1 Item 3.02. Unregistered Sales of
Equity Securities. Simultaneously
with the closing of the IPO, pursuant to the US Sponsor Purchase Agreement, Canada Sponsor Purchase Agreement and the Underwriters’
Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 446,250 units (the “Private
Placement Units”) to the Sponsor and Seaport at a price of $10.00 per Private Placement Unit for an aggregate purchase price of
$4,462,500. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed
in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private
Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. Effective
March 10, 2026, in connection with the effectiveness of the Registration Statement, Audie Attar, Christopher Bradley, Bogdan Cenanovic, Lawrence Hu and Ted Fike (collectively,
the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective March 10, 2026,
each of Mr. Bradley, Mr. Fike, and Mr. Cenanovic was appointed to the Board’s Audit Committee, with Mr. Bradley serving as chair
of the Audit Committee. Each of Mr. Fike, Mr. Attar, and Mr. Hu was appointed to the Board’s Compensation Committee, with Mr. Fike
serving as chair of the Compensation Committee. On
March 10, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which require the Company
to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7
to this Current Report on Form 8-K and incorporated herein by reference. Item 5.03.
Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year. On
March 10, 2026, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended
and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, became effective on March
10, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference. Item 8.01. Other Events. A
total of $172,500,000, comprised of $169,882,500 of the net proceeds from the IPO (which amount includes up to $6,900,000 of the underwriter’s
deferred discount) and $2,617,500 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in
the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held in
the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial
business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination
within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its
obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months
from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity. 2 On
March 10, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K. On
March 12, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K. Item 9.01 Financial Statements and
Exhibits. (d) Exhibits The
following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated March 10, 2026,  between the Company and Seaport, as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Share Rights Agreement, dated March 10, 2026, by and between the Company and Continental Stock Transfer & Trust Company. 10.1 Investment Management Trust Agreement, dated March 10, 2026, between the Company and Continental Stock Transfer & Trust Company. 10.2 Registration Rights Agreement, dated March 10, 2026, by and among the Company, the Sponsors and Seaport, as representative of the several underwriters. 10.3 Private Placement Units Purchase Agreement, dated March 10, 2026, between the Company and SUMA Sponsor. 10.4 Private Placement Units Purchase Agreement, dated March 10, 2026, between the Company and SUMA Canada II Sponsor LP. 10.5 Private Placement Units Purchase Agreement, dated March 10, 2026, between the Company and Seaport. 10.6 Letter Agreement, dated March 10, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company. 10.7 Form of Indemnity Agreement. 10.8 Administrative Services Agreement, dated March 10, 2026, between the Company and SUMA Sponsor LP. 99.1 Press Release, dated March 10, 2026 99.2 Press Release, dated March 13, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. SUMA ACQUISITION CORPORATION By: /s/ Naseem Saloojee Name: Naseem Saloojee Title: Chief Executive Officer Dated: March 13, 2026 4

SUMA Acquisition Corporation completed its IPO on March 12, 2026, raising capital through the issuance of 17.25 million units. This SPAC transaction provides the company with financial resources for future business combinations and market operations.

On March 12, 2026, SUMA Acquisition Corporation consummated its initial public offering (IPO) of 17,250,000 units, which included 2,250,000 units issued pursuant to the IPO. Each unit consists of one Class A ordinary share and one right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the initial business combination. This significant transaction allows SUMA Acquisition Corporation to raise capital for its business operations and potential future acquisitions. The successful IPO indicates strong investor interest and is expected to enhance the company's financial position in the market.

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