SUMA Acquisition (SUMAU) sponsors disclose 5.75M Class B founder shares

Rhea-AI Filing Summary

SUMA Acquisition Corp insiders filed an initial statement of beneficial ownership showing control of 5,750,000 Class B ordinary shares, all held indirectly through sponsor entities. These Class B "founder" shares are split between SUMA Sponsor LP with 1,513,340 shares and SUMA Canada Sponsor LP with 4,236,660 shares, with portions subject to forfeiture depending on the underwriters’ over-allotment option.

The Class B shares will automatically convert into an equal number of Class A ordinary shares upon SUMA’s initial business combination, or earlier at the holder’s option, with no expiration date. Naseem Saloojee controls SUMA Management Corp, the general partner of the sponsor limited partnerships, giving him indirect control over these holdings.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Saloojee Naseem

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2026

3. Issuer Name and Ticker or Trading Symbol
SUMA Acquisition Corp [ SUMA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share	(1)(2)	(1)(2)	Class A Ordinary Shares, par value $0.0001 per share	5,750,000	(1)(2)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person^*

Saloojee Naseem

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

1. Name and Address of Reporting Person^*

SUMA Sponsor LP

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SUMA Canada Sponsor LP

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SUMA Canada II Sponsor LP

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SUMA Management Corp

(Last) (First) (Middle)

6543 LAS VEGAS BLVD S

(Street)

LAS VEGAS NV 89119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported shares of SUMA Acquisition Corporation (the "Issuer") are directly held by SUMA Sponsor LP (the "US Sponsor"), in the amount of 1,513,340 Class B ordinary shares, and SUMA Canada Sponsor LP, in the amount of 4,236,660 Class B ordinary shares. The aggregate number of founder shares above includes up to 197,392 Class B ordinary shares and 552,608 Class B ordinary shares that are subject to forfeiture by SUMA Sponsor LP and SUMA Canada Sponsor LP, respectively, if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments.

2. Pursuant to the Issuer's Amended and Restated Memorandum And Articles of Association, the Class B ordinary shares will automatically convert into the Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-292831). The Class B ordinary shares have no expiration date.

3. Naseem Saloojee is the sole director of and controls SUMA Management Corporation, the general partner of each of SUMA Sponsor LP, SUMA Canada Sponsor LP and SUMA Canada II Sponsor LP.

Remarks:

Chief Executive Officer and Director

	/s/ Naseem Saloojee	03/10/2026
	SUMA Sponsor LP, By: SUMA Management Corporation, its general partner; By: /s/ Naseem Saloojee; Name: Naseem Saloojee; Title: Director	03/10/2026
	SUMA Canada Sponsor LP, By: SUMA Management Corporation, its general partner; By: /s/ Naseem Saloojee; Name: Naseem Saloojee; Title: Director	03/10/2026
	SUMA Canada II Sponsor LP; By: SUMA Management Corporation, its general partner; By: /s/ Naseem Saloojee; Name: Naseem Saloojee; Title: Director	03/10/2026
	SUMA Management Corporation; By: /s/ Naseem Saloojee; Name: Naseem Saloojee; Title: Director	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider holdings are reported in SUMA Acquisition Corp (SUMAU) Form 3?

The Form 3 reports indirect control over 5,750,000 Class B ordinary shares of SUMA Acquisition Corp, held through sponsor limited partnerships. These are founder shares that can later convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination.

How many founder shares do SUMA sponsors hold and how are they allocated?

SUMA’s sponsors hold a combined 5,750,000 Class B founder shares. SUMA Sponsor LP directly holds 1,513,340 Class B shares, while SUMA Canada Sponsor LP directly holds 4,236,660 Class B shares. Portions of each block are subject to forfeiture if IPO over-allotments are not fully exercised.

How do SUMA Acquisition Corp Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of SUMA’s initial business combination. Holders may also elect to convert into Class A at any time before the business combination, and the Class B shares have no expiration date.

What forfeiture conditions apply to SUMA’s founder Class B shares?

Up to 197,392 Class B shares held by SUMA Sponsor LP and 552,608 Class B shares held by SUMA Canada Sponsor LP are subject to forfeiture. This occurs if the underwriters of SUMA’s initial public offering do not fully exercise their option to cover over-allotments.

What role does Naseem Saloojee play in SUMA sponsor ownership structure?

Naseem Saloojee is the sole director of and controls SUMA Management Corporation, which is the general partner of SUMA Sponsor LP, SUMA Canada Sponsor LP, and SUMA Canada II Sponsor LP. Through this structure, he indirectly controls the sponsor entities’ substantial Class B founder share holdings.

Are there any buy or sell transactions disclosed in this SUMA Form 3?

No buy or sell transactions are disclosed; the filing reflects initial beneficial ownership positions. The reported entry is a holding of 5,750,000 Class B shares indirectly owned through sponsor entities, rather than a new purchase, sale, or option exercise in the market.