SUMA Acquisition

For investors tracking redemption deadlines and trust dynamics, this prospectus confirms the trust deposits exactly $10.00 per unit, preserving a predictable redemption floor, but introduces immediate and material dilution through founder share conversion and anti-dilution provisions that may issue Class A shares on a greater-than-one-to-one basis if additional equity or equity-linked securities are raised pre-combination. The explicit disclosure of sponsor financial pressure to deploy capital—even at negative returns—marks a critical governance risk prior to any deal search.

This filing is the functional launch of the SPAC's IPO. Key terms confirmed: 15M units at $10.00, each with one Class A share and one right (1/5 share on business combination). Trust proceeds of $150M ($10.00 per unit) will be deposited. Deadline to close a business combination is 24 months from closing (through ~March 2028). Public shareholders have redemption rights. Sponsor paid $25k for 5.75M founder shares ($0.004/share). Private placement of 412,500 units at $10.00/unit to sponsors and underwriter. Risk factors note substantial doubt about going concern absent the offering. The company is a blank check with no operations or revenues.

Withdrawing an acceleration request signals that the underwriter and issuer required additional time to conclude SEC Division of Corporation Finance review, finalize offering parameters, or complete investor outreach before the prospectus could be deployed. For investors tracking the SPAC lifecycle, this temporarily postpones the shift from a pre-IPO regulatory status to an active capital-raising event, but leaves the existing March 12, 2028 search window and the $10.11 per-share trust environment intact.

This filing establishes the baseline terms for all future redemption computations and sponsor conduct. Investors should note the trust/share value ($10.11), the deadline (March 12, 2028), and the sponsor's substantial dilution: the founders paid $0.004 per share vs. the $10.00 offering price. The anti-dilution provisions on the founder shares could result in a greater-than-one-for-one conversion ratio at the business combination, potentially increasing dilution. The 15% redemption cap for any shareholder or group (if a shareholder vote is held) and the absence of a specified maximum redemption threshold are also material. The sponsor's compensation schedule (monthly $25,000 for office space, up to $300,000 in loans, and up to $1,500,000 in convertible working capital loans) is laid out. The filing also details extensive potential conflicts of interest, including that the CEO controls all sponsors and that officers/directors have fiduciary duties to other entities, which could affect opportunity presentation.

For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this filing provides the foundational mechanics: the trust is initially $10.00 per public share, the deadline is 24 months from closing (with a possible 27-month extension), sponsors have purchased founder shares at $0.004 per share and will purchase private placement units, and there are redemption rights with a 15% cap if a shareholder vote is used. The filing also includes a going-concern qualification from the auditor, which is a risk indicator. No business combination target has been identified, and the company states it has not initiated any substantive discussions.

What changed: Routine compliance exhibit / Schedule 13G beneficial ownership report. According to the filing, Glazer Capital, LLC and Paul J. Glazer are identified as reporting holders. The document contains no text, schedules, or exhibits addressing the stated deadline, the reported trust-per-share balance, any proposed extension, merger negotiation status, or sponsor behavior. Why it matters: Because the report solely registers equity stakes without attaching amendment clauses, target disclosures, or governance provisions, it does not alter cash-redemption windows, trust distribution parameters, or acquisition sequencing. Investors monitoring conditional conversion rights, milestone funding, or managerial incentives will find the filing operationally inert, as it supplies no substantive claims about customers, revenue, market positioning, strategy, technology, partnerships, litigation, or personnel changes.

What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by SUMA Acquisition Corporation, a blank check company (SPAC) that completed its IPO on March 12, 2026. The filing includes unaudited financial statements, MD&A, risk factors, and other standard disclosures. Trust account value as of March 31, 2026 was $172,819,182, or $10.02 per public share (up from $10.00 at IPO due to interest income of $319,182). No business combination has been announced; the Company remains in the searching phase. No changes to the redemption deadline (March 12, 2028). No borrowings under working capital loans. The Company reported net income of $152,021 for the quarter, consisting of interest income offset by operating costs. Why it matters: This is the first quarterly report following the IPO, establishing the baseline trust value per share and confirming no deal progress. The trust value per share of $10.02 is slightly above the $10.00 IPO price, indicating no redemption pressure. The deadline is roughly 22 months away. The filing also discloses that the sponsor has waived redemption rights and that there are no material changes to risk factors, though it highlights geopolitical and tariff risks that could affect the search for a target.

What changed: SEC Schedule 13G Joint Acquisition Statement pursuant to Rule 13d-1(k). This document is a routine regulatory compliance exhibit acknowledging a joint filing arrangement. It states that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross will file all future Schedule 13G amendments collectively, with each undersigned bearing individual responsibility for the timeliness, completeness, and accuracy of their own information, while accepting responsibility for the others’ data only to the extent they know or have reason to believe it is inaccurate. No share quantities, ownership percentages, acquisition dates, or dollar amounts are disclosed in the excerpt. Why it matters: The filing contains no language bearing on redemption deadlines, trust value mechanics, extension voting, business combination progress, or sponsor conduct. It makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because it exclusively codifies collective reporting obligations under Rule 13d-1(k) and omits all structural SPAC metrics, it delivers no incremental information regarding the March 12, 2028 search timeline, the per-share trust balance, or any forthcoming corporate actions.

What changed: Routine compliance exhibit — a joint filing agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report for SUMA Acquisition Corp, executed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The filing consolidates a single beneficial ownership statement for four affiliated parties—Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman—covering shares held as of March 31, 2026. It designates Hayley Stein as attorney-in-fact to execute the report and any future amendments on behalf of all undersigned entities. The document confirms the joint filing mechanism but introduces no changes to merger agreement terms, redemption windows, trust account administration, extension vote procedures, or target search timeline. Why it matters: As a procedural compliance exhibit, it clarifies the consolidated regulatory reporting structure for Magnetar-affiliated holders without affecting investor redemption calendars, trust distribution mechanics, or sponsor fiduciary timelines. Because it contains zero operational, financial, or strategic disclosures regarding target acquisition, customer pipelines, revenue projections, market positioning, technology, partnerships, litigation, or personnel shifts beyond the named signatories and managers, it carries no direct impact on deal progress or capital preservation assessments.

What changed: A Form 8-K current report accompanied by Exhibit 99.1, a press release from SUMA Acquisition Corporation. According to the press release, commencing on April 20, 2026, holders of the units issued in the initial public offering may elect to separately trade the Class A ordinary shares (par value $0.0001 per share) and the rights. Each original unit consists of one Class A ordinary share and one right entitling the holder to receive one-fifth (1/5) of a Class A ordinary share upon consummation of an initial business combination. The company specifies that no fractional rights will be issued upon separation and only whole rights will trade. Separated shares and rights are expected to trade on the Nasdaq Global Market under the symbols "SUMA" and "SUMAR," respectively, while undivided units continue trading under "SUMAU". Holders must direct their brokers to contact Continental Stock Transfer & Trust Company to execute the separation. This administrative step occurs well before the stated March 12, 2028 termination deadline and does not impact the existing trust account holdings. Why it matters: Unit separation is a critical mechanical trigger in the SPAC lifecycle that decouples the equity from the combination optionality, altering secondary market liquidity and valuation models. By permitting independent trading, investors can now hedge, speculate on, or exit the underlying shares and the 1/5 rights separately without selling the entire unit, which may shift redemption dynamics and aggregate sell-side pressure as a potential de-SPAC date approaches. The filing confirms the sponsor remains in the pre-deal search phase, focusing on technology-enabled sectors in the United States and other developed markets. With no target announced, the trust remains intact at the reported $10.11 per share, and the April 20, 2026 separation merely establishes the new trading framework for the remainder of the search period.

What changed: An Item 8.01 Other Events and Item 9.01 Financial Statements and Exhibits Current Report on Form 8-K submitted by SUMA Acquisition Corporation, accompanied by an audited balance sheet dated March 12, 2026, executed by Chief Executive Officer Naseem Saloojee. According to the registrant's notes to the financial statements, SUMA Acquisition Corporation consummated its initial public offering on March 12, 2026, selling 17,250,000 units at $10.00 per unit to generate $172,500,000 in gross proceeds, inclusive of the full exercise of a 2,250,000-unit underwriter over-allotment option. Concurrently, the company closed a private placement of 446,250 units at $10.00 per unit for $4,462,500 in gross proceeds, purchased by SUMA Sponsor LP (141,922 units), SUMA Canada II Sponsor LP (174,953 units), and Seaport Global Securities LLC (129,375 units). The filing reports that $172,500,000—made up of $169,882,500 in IPO net proceeds and $2,617,500 in private placement proceeds—was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The registrant incurred $10,153,693 in transaction costs, broken down into $2,587,500 in cash underwriting fees, $6,900,000 in deferred underwriting fees, and $666,193 in other offering costs. A related-party promissory note from the sponsor remains outstanding at $45,078. Furthermore, an administrative services agreement effective March 10, 2026, requires $25,000 per month in payments, with $2,500 recorded as accrued expenses as of the reporting date. Why it matters: These mechanics establish the definitive parameters for public shareholder redemption valuations and the liquidation timeline. The registrant states the trust account holds $172,500,000, which it anticipates equals $10.00 per public share. Public shareholders may redeem their shares at a cash price derived from the trust account balance calculated two business days prior to a business combination or liquidation within the 24-month completion window, which expires on March 12, 2028. Management indicates it may direct the trustee to liquidate trust holdings and place funds in cash or interest-bearing demand deposits to reduce Investment Company Act exposure. Contractual waivers require the sponsors to forfeit redemption and liquidation distribution rights for their founder shares, while pledging to vote those shares in favor of an initial business combination. The registrant discloses it has selected no target and conducted no substantive negotiations, meaning zero operating revenue is expected until a merger occurs. To finance pre-combination activities, the sponsor or affiliates may advance up to $1,500,000 in working capital loans, convertible into post-combination private placement units at $10.00 per unit at the lender's election. Any target acquisition must carry a fair market value of at least 80% of the net trust balance at the time of signing the combination agreement.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D, executed on March 18, 2026, by SUMA Management Corporation, Naseem Saloojee, SUMA Sponsor LP, SUMA Canada Sponsor LP, and SUMA Canada II Sponsor LP, coordinating their shared regulatory obligation to report beneficial ownership of Class A ordinary shares, $0.0001 par value, of SUMA Acquisition Corporation. The document establishes a coordinated reporting protocol among five sponsor-affiliated entities controlled by Naseem Saloojee, designating joint liability for the timeliness, completeness, and accuracy of the Schedule 13D and all amendments. It does not disclose updated share counts, acquisition percentages, merger consideration, trust balance adjustments, or any vote to extend the 2028-03-12 liquidation deadline. The SPAC’s SEARCHING status and existing redemption/extension framework remain mechanically unaltered by this exhibit. Why it matters: The agreement consolidates administrative control under Naseem Saloojee as sole director and authorized signatory for all listed sponsor vehicles, confirming the corporate linkage between the management company and three regional sponsor limited partnerships. Each filer represents to the others that it is eligible to file jointly and accepts responsibility for factual accuracy regarding its own holdings and known inaccuracies concerning the remaining parties. No claims regarding target pipeline diligence, customer contracts, revenue projections, technology development, partnership negotiations, litigation exposure, or executive compensation are contained within the exhibit.

What changed: Joint Filing Agreement accompanying a Schedule 13G for the beneficial ownership of Class A Ordinary Shares of SUMA Acquisition Corporation. Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander confirmed via the exhibit that they will submit a single Schedule 13G on their collective behalf under Rule 13d-1(k). Executed on March 17, 2026, by Gil Raviv (Global General Counsel) for the two management entities and signed personally by Israel A. Englander, the agreement references Class A Ordinary Shares carrying a par value of $0.0001 per share. The filing does not report position adjustments, voting intent modifications, or target acquisition developments. It provides no updates on the redemption calendar, trust account composition, extension votes, or sponsor conduct relative to the stated March 12, 2028 deadline. Why it matters: This is a routine administrative compliance exhibit that consolidates reporting obligations rather than signaling active portfolio changes or transaction timelines. Investors monitoring the SEARCHING phase and redemption mechanics receive no actionable triggers from the joint agreement itself. Without a concurrent Schedule 13D, proxy solicitation materials, or amendment filings, there is no documented shift in institutional control, tender offer preparation, or liquidation pathway acceleration toward the March 2028 expiration. Analysts should track subsequent 13G/A or 13D filings that would disclose threshold crossings, passive-to-active reclassification, or pre-merger coordination.

What changed: SEC Form 4, an insider ownership and transaction report. The filing discloses that director Naseem Saloojee executed an open-market purchase of 316,875 shares on 2026-03-12 at a stated price of $10. According to the Form 4, Mr. Saloojee holds 316,875 shares following the transaction. The document lists SUMA Sponsor LP, SUMA Canada Sponsor LP, SUMA Canada II Sponsor LP, and SUMA Management Corp as 10% owners but records no accompanying activity for those entities. The filing contains no statements regarding redemption windows, trust account adjustments, or business combination deadlines. Why it matters: During a SEARCHING phase characterized by a referenced trust value of $10.11 per share and a stated deadline of 2028-03-12, this Form 4 documents direct secondary-market accumulation by an officer at $10. Because the transaction is classified as an open-market purchase rather than a tender, subscription, or redemption-related exercise, it reflects organic share buying rather than a response to a pending merger agreement, extension vote, or trust distribution. The absence of deal-progress or sponsor-conduct disclosures means the SPAC remains in its pre-target period, and investors tracking capital deployment timelines should monitor whether subsequent filings reveal sustained insider participation ahead of the 2028-03-12 horizon or signal liquidity positioning unrelated to a definitive business combination.

What changed: 8-K Current Report filed by SUMA Acquisition Corporation to disclose the consummation of its initial public offering (IPO) and related foundational agreements. SUMA Acquisition Corporation completed its IPO of 17,250,000 units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option, generating $172,500,000 in gross proceeds. Of that amount, $172,500,000 was deposited into the trust account (comprised of $169,882,500 in net IPO proceeds and $2,617,500 from the sale of 446,250 private placement units to sponsors and the underwriter). The trust will earn interest and is subject to a 24-month deadline for an initial business combination (extendable with shareholder approval). The SPAC's charter was adopted, board members and committees were appointed, and all standard IPO agreements (underwriting, trust, rights, registration rights, private placement, indemnity, and administrative services) were executed. Why it matters: This filing establishes the SPAC's entire capital and trust structure at IPO. Key mechanics for investors: (1) trust per-share value is approximately $10.00 ($172,500,000 / 17,250,000 public shares). (2) The deadline to complete a business combination is March 2028 (24 months from March 2026), subject to possible extension with shareholder approval. (3) Founder shares (5,750,000 Class B, held by sponsors) are subject to forfeiture pro rata up to 750,000 shares if the over-allotment is not fully exercised (it was fully exercised, so no forfeiture is triggered). (4) Founder shares are subject to a six-month lock-up after a business combination; private placement units are locked up for 30 days post-combination; both have standard permitted transfer exceptions. (5) The registration rights agreement grants demand, piggyback, and shelf registration rights to sponsors and the underwriter. (6) No target has been selected and no substantive discussions have occurred with any target, as stated in the underwriting agreement. The document contains no new information about a specific business combination or any changes to redemption rights or trust mechanics beyond what was in the registration statement.