{"url_path":"/sec/sumau/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","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":"SUMAU","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":749,"has_tables":true,"body_markdown":"**Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\n**Unregistered\nSales of Equity Securities**\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale\nof an aggregate of 446,250 Private Placement Units to our U.S. Sponsor, our Canada II Sponsor, and Seaport in the Private Placement at\na purchase price of $10.00 per Private Placement Unit generating gross proceeds to us of $4,462,500. Of those 446,250 Private Placement\nUnits, our U.S. Sponsor purchased 141,922 Private Placement Units, our Canada II Sponsor purchased 174,953 Private Placement Units and\nSeaport purchased 129,375 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public\nUnits (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions\nwere paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration\ncontained in Section 4(a)(2) of the Securities Act.\n\n** **\n\n24\n\n** **\n\n**Use\nof Proceeds**\n\n \n\nOn\nMarch 12, 2026, we consummated our Initial Public Offering of 17,250,000 Public Units, including 2,250,000 Option Units issued pursuant\nto the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-fifth (1/5) of one Public Right.\nThe Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $172,500,000. Seaport acted as lead\nbook running manager and representative of the Underwriters.\n\n \n\nOn\nMarch 12, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements,\nwe completed the sale of an aggregate of 446,250 Private Placement Units to the U.S. Sponsor, the Canada II Sponsor, and Seaport in the\nPrivate Placement at a purchase price of $10.00 per Private Placement Unit generating gross proceeds to us of $4,462,500. Of those 446,250\nPrivate Placement Units, our U.S. Sponsor purchased 141,922 Private Placement Units, our Canada II Sponsor purchased 174,953 Private\nPlacement Units and Seaport purchased 129,375 Private Placement Units. The Private Placement Units (and underlying securities) are identical\nto the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement.\n\n \n\nFollowing\nthe closing of the Initial Public Offering and Private Placement on March 12, 2026, a total of $172,500,000, comprised of $169,882,500\nof the proceeds from the Initial Public Offering (which amount includes $6,900,000 of the Deferred Fee) and $2,617,500 of the proceeds\nfrom the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held\nin the Trust Account may be invested by Continental, as trustee, solely (i) in U.S. government securities, within the meaning set forth\nin Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that\nholds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule\n2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in an interest or non-interest bearing demand deposit accounts,\nuntil the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described elsewhere\nin this Report. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act,\nwhich risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s\nongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate\nthe investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand\ndeposit account at a bank.\n\n \n\nThe\nremaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being\nused primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere\nhas been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described\nin the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\n**Purchases\nof Equity Securities by the Issuer and Affiliated Purchasers**\n\n** **\n\nThere\nwere no purchases of our equity securities by us or an affiliate during the quarterly period covered by this Report."}