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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. |
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.
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). |
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 |
|
|
Exhibit 99.1
SUMA
Acquisition Corporation Announces Pricing of $150,000,000 Initial Public Offering
Las Vegas, Nevada, March 10, 2026 (GLOBE NEWSWIRE) -- SUMA Acquisition
Corporation (NASDAQ: SUMAU) (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units
at a price of $10.00 per unit. The Company’s units will be listed on the Nasdaq Global Market under the symbol “SUMAU” and
is expected to begin trading on March 11, 2026. Each unit issued in the offering consists of one Class A ordinary share of the Company
and one right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination.
Once the securities comprising the units begin separate trading, the Class A ordinary shares and rights are expected to be listed on NASDAQ
under the symbols “SUMA” and “SUMAR,” respectively. The closing of the offering is anticipated to take place on
or about March 12, 2026, subject to customary closing conditions.
The Company is a blank check company formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the
Company with one or more businesses or entities. The Company may pursue an initial business combination target in any industry or geographical
location. It intends to focus its search in the United States and other developed markets across several technology-enabled sectors.
Seaport Global Securities LLC, acted as the lead book-running manager for
the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 units at the initial
public offering price to cover over-allotments, if any.
A registration statement relating to the units and the underlying securities
was declared effective by the Securities and Exchange Commission on March 10, 2026. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of a prospectus, copies of which
may be obtained from Seaport Global Securities LLC, 360 Madison Avenue, 22nd Floor, New York, NY 10017, Attention: John
Sciarra, or by email at: jsciarra@seaportglobal.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering. No assurance can be given that such offering will be completed
on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this press release, except as required by law.
Contact Information:
SUMA Acquisition Corporation
info@sumaspac.com
Exhibit
99.2
SUMA
Acquisition Corporation Announces Closing of $172,500,000 Initial Public Offering, Including Full Exercise of Underwriters’ Over-Allotment
Option
Las
Vegas, Nevada, March 13, 2026 (GLOBE NEWSWIRE) -- SUMA Acquisition Corporation (NASDAQ: SUMAU) (the “Company”) today announced
the closing of its initial public offering of 17,250,000 units, which includes 2,250,000 units issued pursuant to the full exercise by
the underwriters of their over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $172,500,000.
Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of units, $172,500,000
was placed in the Company’s trust account for the benefit of the Company’s public shareholders.
The
Company’s units began trading on the Nasdaq Global Market (“NASDAQ”) on March 11, 2026, under the ticker symbol “SUMAU.”
Each unit consists of one Class A ordinary share of the Company and one right to receive one-fifth (1/5) of a Class A ordinary share
upon the consummation of the Company’s initial business combination. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and rights are expected to be listed on NASDAQ under the symbols “SUMA” and “SUMAR,”
respectively.
The
Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company with one or more businesses or entities. The Company may
pursue an initial business combination target in any industry or geographical location. It intends to focus its search in the United
States and other developed markets across several technology-enabled sectors.
The
Company’s management team is led by Naseem Saloojee, its Chief Executive Officer and Chairman, and David King, its Chief Financial
Officer and a director. Audie Attar, Christopher Bradley, Ted Fike, Bogdan Cenanovic and Lawrence Hu are independent directors.
Seaport
Global Securities LLC, acted as the lead book-running manager for the offering.
A
registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission
on March 10, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. Copies of the registration statement can be accessed for
free through the SEC's website at www.sec.gov.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the initial public
offering and the anticipated use of the net proceeds of the initial public offering and the simultaneous private placement. No assurance
can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and prospectus for the offering filed with the Securities and Exchange Commission. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this press release, except as required by law.
Contact
Information:
SUMA
Acquisition Corporation
info@sumaspac.com
