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 1012, 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.

AOn ~~total~~March ~~of $172~~12,~~500,000,~~ ~~comprised of $169~~2026,~~882,500~~ ofSUMA ~~the~~Acquisition ~~net~~Corporation ~~proceeds from~~ (the ~~IPO~~“Company”) ~~(which~~consummated ~~amount~~its ~~includes~~initial uppublic tooffering $6(“IPO”) of 17,~~900~~250,000 ofunits (the ~~underwriter’s deferred discount~~“Units”) ~~and~~issued ~~$2,617,500~~pursuant ofto the ~~proceeds~~full ofexercise by the ~~sale~~underwriters of ~~the~~their ~~Private Placement Units, was placed in a U.S.~~over-~~based trust account~~allotment ~~maintained by Continental Stock Transfer & Trust Company, acting as trustee~~option. ~~Except~~Each ~~with~~Unit ~~respect~~consists toof ~~interest~~one ~~earned~~Class onA ~~the~~ordinary ~~funds~~share ~~in the~~of ~~trust account that may be released to~~ the Company, topar ~~pay~~value ~~its taxes and up to~~ $~~100,000~~0.0001 ~~for~~per ~~dissolution~~share ~~expenses,~~ (the ~~funds~~“Class ~~held~~A inOrdinary ~~the~~Shares”), ~~trust~~and ~~account~~one ~~will~~right ~~not~~to bereceive ~~released~~one-fifth ~~from the trust account until the earliest of~~ (i1/5) ~~the completion~~ of ~~the~~one ~~Company’s~~Class ~~initial business~~A ~~combination,~~Ordinary ~~(ii)~~Share upon the ~~redemption~~consummation 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)~~each, ~~subject~~ toa ~~applicable~~“Share ~~law, and (iii~~Right”). ~~the~~The ~~redemption~~Units ofwere ~~the~~sold ~~Company’s~~at ~~public shares properly submitted in connection with~~ a ~~shareholder vote~~price ~~to amend the Company’s Amended and Restated Memorandum and Articles~~ of ~~Association~~$10.00 toper ~~modify~~Unit, ~~the substance or timing of its~~generating ~~obligation~~gross proceeds 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~~$172,500,000.

2Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 446,250 Units (the “Private Placement Units”). 141,922 Private Placement Units were sold to SUMA Sponsor LP, the Company’s US sponsor, 174,953 Private Placement Units were sold to SUMA Canada II Sponsor LP, one of the Company’s Canadian Sponsors, and 129,375 Private Placement Units were sold to Seaport Global Securities LLC, in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,462,500.

OnA ~~March~~total 10of $172,500,000, ~~2026~~comprised of $169,882,500 of the ~~Company~~net ~~issued~~proceeds afrom ~~press~~the ~~release~~IPO ~~announcing~~(which ~~the~~amount ~~pricing~~includes up to $6,900,000 of the ~~IPO~~underwriter’s deferred discount) and $2,617,500 aof ~~copy~~the proceeds of ~~which~~the issale ~~attached~~of asthe ~~Exhibit~~Private 99Placement Units, was placed in a U.1S.-based totrust ~~this~~account ~~Current~~maintained ~~Report~~by onContinental ~~Form~~Stock ~~8-K~~Transfer & Trust Company, acting as trustee.

OnAn audited balance sheet as of March 1220, 2026, reflecting the ~~Company~~receipt ~~issued~~of athe ~~press~~proceeds ~~release~~from ~~announcing~~ the ~~closing~~IPO ofand the ~~IPO,~~Private aPlacement ~~copy~~has ofbeen ~~which~~issued by the Company and is ~~attached~~included as Exhibit 99.21 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

99.1		Audited Balance Sheet as of March 12, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
Dated: March 20, 2026

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