SUMA Acquisition Corp-A美股招股说明书(2026-03-11版)

15,000,000Units SUMA Acquisition Corporation is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses or entities (our“initial business combination”). We have not selected any business combination target and we have not, nor hasanyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combinationtarget. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one right to receive one fifth (1/5) of a ClassA ordinary share upon theconsummation of an initial business combination (the “Share Rights”), as described in more detail in thisprospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to anadditional 2,250,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinaryshares that were sold as part of the units in this offering (the “public shares”), upon the completion of our initialbusiness combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account described below as of twobusiness days prior to the consummation of our initial businesscombination, including interest earned on the funds held in the trust account (net of amounts withdrawn to payour taxes, other than excise taxes, if any) divided by the number of then issued and outstanding public ClassAordinary shares, subject to the limitations and on the conditions described herein.See“Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial business combination”on page 29 and“Summary—The Offering—Redemption of public shares and distribution and liquidationif no initial business combination” on page 34 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”)), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” on page 33 for further discussion on certainlimitations on redemption rights. Our sponsors are SUMA Sponsor LP, SUMA Canada Sponsor LP and SUMA Canada II Sponsor LP.SUMA Sponsor LP and SUMA Canada II Sponsor LP, and Seaport Global Securities LLC (“Seaport”), therepresentative of the underwriters, have committed, pursuant to written agreements, to purchase from us anaggregate of 412,500 private placement units (the “private placement units”) (or up to 446,250 privateplacement units if the underwriters’ over-allotment option is exercised in full) at $10.00 per unit for anaggregate purchase price of $4,125,000 (or up to $4,462,500 if the underwriters’ over-allotment option isexercised in full) in a private placement that will close simultaneously with the closing of this offering. Eachprivate placement unit consists of one ClassA ordinary share and one Share Right to receive one fifth (1/5) of aClassA ordinary share upon the consummation of an initial business combination (the “private placementrights”), as described in more detail in this prospectus. Of those 412,500 private placement units, our sponsorshave agreed to purchase 300,000 private placement units (or up to 316,875 private placement units if theunderwriters’ over-allotment option is exercised in full) and Seaport has Table of Contents agreed to purchase 112,500 private placement units (or up to 129,375 private placement units if theunderwriters’ over-allotment option is exercised in full). The private placement units are identical to the unitssold in this offering, subject to certain limited exceptions as described in this prospectus. SUMA Sponsor