{"url_path":"/sec/sumau/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2105838/0001213900-26-056137-index.html","accession_number":"0001213900-26-056137","cik":"0002105838","ticker":"SUMA","issuer_name":"SUMA Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2105838/0001213900-26-056137-index.html","primary_entity_key":"0002105838","primary_entity_name":"SUMA Acquisition Corp"},"word_count":2117,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\nAs\na smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,\nfor detailed descriptions of the risks relating to our Company, see the section titled “Risk\nFactors” contained in our IPO Registration Statement. As of the date of this Report, there have been no material changes with respect\nto those risk factors, other than as set forth below. Any of these previously disclosed\nrisk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional\nrisks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination.\nWe may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\n**Our\nsearch for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,\nmay be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in\nthe Middle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.**\n\n** **\n\nOur\nability to find a potential target business and the business of any company with which we may consummate a Business Combination could\nbe materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced\nand may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine\nconflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent\nhostilities between the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined\npetroleum products and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts,\nthe North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,\nthe United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus\nand related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank\nFinancial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue\nto provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations\nrelated to the conflicts, including but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical\ntensions among a number of nations.\n\n \n\nThe\ninvasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,\nthe United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that\ncould have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical\nturmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit\nand capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks\nagainst U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead\nto instability and lack of liquidity in capital markets.\n\n \n\nSimilarly,\nother events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19\npandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have\ndisproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply\nchain), and may adversely affect the global economy or capital markets.\n\n \n\nAny\nof the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting\nfrom the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination\nand any target business with which we may ultimately consummate an initial Business Combination.\n\n \n\n22\n\n \n\nThe\nextent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could\nbe substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in\nexpanded military operations on a global scale or if there are disruptions in the supply of oil or other commodities.\n\n \n\nAny\nsuch disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other\nmatters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the\noperations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely\naffected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which\nmay be impacted by these and other events, including as a result of increased market volatility or decreased availability of third-party\nfinancing on acceptable terms or at all.\n\n \n\n**Military\nor other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia\nor other armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations\nor financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.**\n\n** **\n\nMilitary\nor other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other\narmed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial\ncondition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions\nand economic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an\ninitial Business Combination on acceptable commercial terms, or at all.\n\n \n\n**We\nmay seek to extend the Combination Period, which could reduce the amount held in our Trust Account and have adverse effects on our Company.**\n\n \n\nIf\nwe are unable to consummate our initial Business Combination on or before March 12, 2028, we may seek shareholder approval to extend\nthe Combination Period by amending our Amended and Restated Articles. In such event, our Public Shareholders will be provided the opportunity\nto have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account, the effect\nof which may adversely affect our ability to consummate our initial Business Combination and may also impair our ability to maintain\nour Nasdaq listing.\n\n \n\n**Changes\nin international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search\nfor an initial Business Combination target or the performance or business prospects of a post-Business Combination company.**\n\n** **\n\nThere\nhave recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases\nin tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability\nto complete our initial Business Combination.\n\n \n\nRecently,\nthe U.S. has implemented a range of new tariffs and increases to existing tariffs.  In response to the “tariffs announced\nby the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain\nexports from the United States. There is currently significant uncertainty about the future relationship between the United States and\nother countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to\nwhat extent, current tariffs will continue or trade policies will change in the future.\n\n \n\nTariffs,\nor the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic\nbusinesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales\ninto the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on\nimports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and\nother potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead\nto material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies\naffected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future\nfinancial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes\nto trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business\nCombination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target's business, and\nit may be costly or impractical for us to terminate that Business Combination agreement.  These factors could affect our selection\nof a Business Combination target. \n\n \n\n23\n\n \n\nWe\nmay not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may\ndeem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular\nindustry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability\nto identify a suitable target and to complete an initial Business Combination.  If we complete an initial Business Combination with\nsuch a target, the post-Business Combination company’s operations and financial results could be adversely affected as a result\nof tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company\nto decline.\n\n \n\n**We\nanticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination\nby 36 Months. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely\naffect our ability to consummate an initial Business Combination.**\n\n \n\nOur\nIPO Registration Statement was declared effective by the SEC on March 10, 2026 and our securities are currently listed on the Global\nMarket tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until March 12, 2028 to consummate our initial Business\nCombination.\n\n \n\nUnder\nthe Nasdaq Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq\n36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the\nhearing panel of Nasdaq (the “Hearing Panel”), the scope of the Hearing Panel’s review is limited. If a SPAC completes\na Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff\nDelisting Determination”) and/or demonstrates compliance with all applicable initial listing requirements, the combined company\ncan apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies\nthat would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement.\n\n \n\nAccordingly,\nwere we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination,\nwe would still need to consummate our initial Business Combination on or prior to 36-Months in order to avoid a suspension of our securities\nfrom trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities\ncould potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our\nNasdaq suspension and delisting could have significant material adverse consequences, including:\n\n \n\n●making\nour securities appear to be less attractive to potential target companies than the securities\nof an exchange listed SPAC;\n\n \n\n●limited\navailability of market quotations for our securities;\n\n \n\n \n●\nreduced liquidity for our securities;"}