NOMA 10-Q
Nomadar Corp. (NOMA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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NOMADAR CORP.
TABLE OF CONTENTS
As used in this Quarterly Report on Form 10-Q, the terms “we”, “us”, “our” and the “Company” mean Nomadar Corp. taken as a whole (unless the context indicates a different meaning).
| i |
NOMADAR CORP.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Loan receivable – related party, denominated in Euros | ||||||||
| Total current assets | ||||||||
| Loan receivable – related party, denominated in Euros | ||||||||
| Receivable from agreement with investor | ||||||||
| Right-of-use asset | ||||||||
| Property and equipment, net | ||||||||
| Interest receivable – related party | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Direct listing fees payable | ||||||||
| Due to related party, net | ||||||||
| Convertible notes payable – at fair value | ||||||||
| Lease liability – current portion | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Direct listing fees payable - noncurrent | ||||||||
| Lease liability – long-term | ||||||||
| Deferred liability – related party | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 3) | ||||||||
| Stockholders’ equity: | ||||||||
| Class A common stock; $ par value per share; shares authorized; and issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Class B common stock; $ par value per share; shares authorized; shares issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 1 |
NOMADAR CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Sales and marketing expenses | ||||||||||||||||
| Loss (gain) on foreign currency transactions, net | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense (income): | ||||||||||||||||
| Change in fair value of convertible notes payable | ||||||||||||||||
| Amortization of loan receivable premium | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Interest income – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| SEPA commitment fee and structuring fee | ||||||||||||||||
| Loss from original issue discount on convertible note payable | ||||||||||||||||
| Other expenses, net | ||||||||||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
| Net loss per share attributable to common stockholders – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 2 |
NOMADAR CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Class A common stock | Class B common stock | Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Sale of common stock pursuant to subscription agreement | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock - conversions of convertible note | - | - | ||||||||||||||||||||||||||||||||||
| Sale of common stock pursuant to capital contribution agreement | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Sale of common stock pursuant to capital contribution agreement | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock - conversions of convertible note | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| 3 |
| Class A common stock | Class B common stock | Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of commitment shares in conjunction with convertible note payable | - | - | ||||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to participative loan | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
NOMADAR CORP.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Loss from original issue discount on convertible note payable | ||||||||
| Change in fair value of convertible note payable | ||||||||
| Non-cash issuance of commitment shares in conjunction with convertible note payable | ||||||||
| Amortization of loan receivable premium – related party | ||||||||
| Foreign exchange gain on loan receivable – related party | ( | ) | ||||||
| Foreign exchange gain on related party finance lease | ( | ) | ||||||
| Accretion of deferred liability – related party | ||||||||
| Interest on finance lease liability | ||||||||
| Accretion of direct listing fee discount | ||||||||
| Depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Interest receivable – related party | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Direct listing fees payable | ( | ) | ||||||
| Due to related party, net | ||||||||
| Interest payable – stockholder loan | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash used in (provided by) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Payments for receivable from agreement with investor | ( | ) | ||||||
| Proceeds from loan receivable – related party, denominated in Euros | ||||||||
| Purchase of construction in progress costs | ( | ) | ||||||
| Purchase of equipment | ( | ) | ||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of common stock from subscription agreement | ||||||||
| Proceeds from issuance of common stock from capital contributions | ||||||||
| Payments made on stockholder loan | ( | ) | ||||||
| Payments made on deferred liability – related party | ( | ) | ( | ) | ||||
| Proceeds from contributed capital issued in advance for stock payable – related party | ||||||||
| Payments toward finance lease | ( | ) | ||||||
| Payment toward purchase option of related party finance lease | ( | ) | ||||||
| Proceeds
from convertible note payable, net of $ | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ||||||||
| Cash – Beginning of Period | ||||||||
| Cash – End of Period | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Acquisition of loan receivable – related party for common stock issued and a deferred payment liability | $ | $ | ||||||
| Issuance of commitment shares in conjunction with convertible note payable | $ | $ | ||||||
| Conversion of convertible note and interest to common stock | $ | $ | ||||||
| Reclassification of land to property and equipment from right-of-use asset upon exercise of lease purchase option | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Nomadar Corp. (the “Company” or “Nomadar”), is a Delaware Corporation and was organized on August 8, 2023. Previously known as Sportech City USA Corp, Nomadar is majority owned by Sport City Cádiz, S.L. (“Sport City” or “Sportech”). The Company is a sport technology business that is currently planning to operate sport technology platforms and is currently planning to offer consulting services in addition to the planned construction and subsequent operation of a multi-purpose event center. The Company offers an educational high performance training (“HPT”) program for young athletes to assimilate into elite soccer programs. The Company is currently planning to operate soccer academies in the United States and Europe as well. The Company’s target market includes professional sports teams, athletes, coaches, and recreational sports enthusiasts.
The Company generates revenue through its High Performance Training Program and events management at the JP Financial Estadio (“JP Financial Stadium”).
On May 14, 2026, the Company purchased two subsidiaries from Sport City. These two subsidiaries were incorporated under the laws of Spain and currently do not have any activity. The Company intends to organize the HPT training and the Sportech Project activities through each one of these two entities.
The Company engaged in limited operations until 2025 when the Company began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On October 31, 2025 the Company completed the direct listing of its Class A common stock (the “Direct Listing”). Substantially all activity for the period from August 8, 2023 (inception) through October 31, 2025 related to the Company’s formation and the registered direct listing, as well as the Company’s efforts to execute the exclusive license agreements further described in Note 3.
Going Concern
As
of June 30, 2026, the Company had $
The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from future sales and positive operating cash flows, which is not assured.
The
Company’s plans to address this uncertainty include obtaining future debt and equity financings. On March 27, 2026, the Company
entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and
the Company agreed to sell, up to $
Lastly,
the Company entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party may purchase up
to $
These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
| 6 |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Financial Information
The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for the interim financial reporting period and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and on the same basis as the Company prepares its annual audited financial statements. Pursuant to these rules and regulations, they do not include all information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the Company’s consolidated financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that might be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2025. The unaudited condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements of the Company, but does not include all of the disclosures required by GAAP.
During the six months ended June 30, 2026, there were no changes to the Company’s significant accounting policies as described in the Company’s audited financial statements as of and for the year ended December 31, 2025, included in the Annual Report on Form 10-K as filed on March 31, 2026, except as described below.
Property and Equipment
Equipment
is stated at cost, less accumulated depreciation. Land is recorded at cost and is not depreciated given its indefinite useful life. Equipment
depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets which is estimated
at
Revenue Recognition
Overview
In accordance with ASC Topic 606 “Revenue Recognition,” the Company recognizes revenue from contracts with customers using a five-step model, which is described below:
| ● | identify the customer contract; | |
| ● | identify performance obligations that are distinct; | |
| ● | determine the transaction price; | |
| ● | allocate the transaction price to the distinct performance obligations; and | |
| ● | recognize revenue as the performance obligations are satisfied. |
| 7 |
Identify the customer contract
A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.
Identify performance obligations that are distinct
A performance obligation is a promise by the Company to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.
Determine the transaction price
The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.
Allocate the transaction price to distinct performance obligations
The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. If a contract contains multiple performance obligations, the Company accounts for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price the Company would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers.
Recognize revenue as the performance obligations are satisfied
Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.
HPT Program
In August 2024, the Company entered into the HPT License Agreement with Cádiz Club de Fútbol, S.A.D. (“Cádiz CF”), granting Nomadar the exclusive rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. Under this licensing agreement, the Company enters into contracts with third-party fútbol academies which select certain players from their own program to be trained by Nomadar under the HPT experience. Revenues generated through the Nomadar HPT are derived from the players participating in the program. Each customer pays a monthly or per session fee to the Company based on the number of athletes admitted into the program. Nomadar is responsible for providing the athletes with housing and board, access to education, high-level training including individual technical training, official training kits, and full immersion into the La Liga fútbol club experience.
The Company concluded that the services provided under the HPT program contracts represent a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the Company recognizes revenue for the related services as such distinct services are performed over time.
During
the three months ended June 30, 2026 and 2025, the Company recognized revenue of $
During
the six months ended June 30, 2026 and 2025, the Company recognized revenue of $
The
Company recorded deferred revenue of $
| 8 |
Stadium Events
On October 30, 2024, the Company and Cádiz CF entered into an agreement (the “Stadium Agreement”), pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the JP Financial Estadio (“JP Financial Stadium”). The Company has engaged third-party event coordinators to host events at JP Financial Stadium. Under these contracts, the Company is responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements needed for the execution of the event. These contracts include a non-refundable up-front fee due at the closing of the contract as well as variable consideration in the form of a percentage of ticket sales earned by the event coordinator. Pursuant to the Stadium Agreement, the Company has agreed to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has a term of ten (10) years, and may be extended for additional periods. There are no fixed minimum recurring payments due by Nomadar to Cádiz CF under the Stadium Agreement.
Deferred
revenue balances associated with stadium events consist of the up-front fee paid to the Company at the time of closing of the contract.
Deferred revenue is recognized in revenue upon occurrence of the event. As of June 30, 2026 and December 31, 2025, all of the Company’s
deferred revenue attributable to stadium events were reported as current liabilities in the accompanying unaudited condensed consolidated
balance sheet in the amount of $
In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable, because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.
Naming Rights
On March 13, 2026, the Company ratified an Assignment Agreement of Naming Rights (the “Naming Rights Agreement”) with JP Financial 2024, S.L. (“JP Financial” or the “Sponsor”), and Cádiz CF appearing solely for purposes of authorizing certain image and advertising rights. Pursuant to the Naming Rights Agreement, the Company has assigned to JP Financial the exclusive commercial naming rights to the future venue (the “Venue”) to be developed within the Company’s urban and business development known as “Sportech City Cádiz” (the “Project”). The Venue will be commercially identified with the designation “JP Financial Arena Bahía de Cádiz”. As of the date of the Agreement, the Venue has not yet been constructed and currently consists of a plot of land integrated within the scope of the Project. The assignment includes the right to use the designated name and to associate the JP Financial brand with the Project, the Venue, and its activity in communications, advertising media, marketing actions, and activations linked to its development.
The
Naming Rights Agreement has an initial term of
| 9 |
Educational Services
During
the six months ended June 30, 2026, the Company commenced its educational service offering. Through this offering, the Company: 1) provides
training initiatives in digital competencies aimed at professional sports and their business management, and 2) designs, develops, and
implements an online digital content platform for the delivery of the training initiatives. The Company recognized $
Mágico González Brand Revenue
In August 2024, the Company entered into an exclusive licensing agreements with Cádiz CF related to the brand Mágico González (the “Mágico González Agreement”). See Note 3 and Note 4 for more information related to the Mágico González Agreement.
During
the fourth quarter of 2025 the Company entered into a contract with a customer for the production of a film that used the brand Mágico
González. Pursuant to the contract the customer agreed to pay the Company $
The Company accounts for earnings or loss per share pursuant to ASC 260, “Earnings per Share,” which requires disclosure on the financial statements of “basic” and “diluted” earnings or loss per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalent, if dilutive. Potentially dilutive securities are excluded from the computation of diluted net loss per share when the effect of their inclusion would be anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share.
| For the Six months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Convertible notes payable | ||||||||
| Total | ||||||||
Recent Accounting Standards
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements.
| 10 |
NOTE 3. COMMITMENTS AND CONTINGENCIES
Exclusive License Agreements With Related Party
In August 2024, the Company entered into two exclusive licensing agreements with Cádiz CF S.A.D (“Cádiz CF”), one related to HPT activities and one related to the brand Mágico González, the “HPT Agreement” and the “Mágico González Agreement,” respectively. Each contract has a term of twenty years, and can be terminated under mutual agreement between both Cádiz CF and Nomadar, or through a breach of the contract terms.
Pursuant
to the HPT Agreement, the Company will pay a royalty equivalent to
Pursuant
to the Mágico González Agreement, the Company will pay a royalty equivalent to
Litigation
The Company may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. The Company cannot predict the final disposition of such proceedings. If legal matters arise the Company reviews them and records a provision for claims considered probable of loss and for which such loss is estimable.
NOTE 4. RELATED PARTY TRANSACTIONS
Loan Receivable – Related Party, Denominated in Euros
On June 12, 2025, the Company entered into an agreement (the “Assignment Agreement”) with Cádiz CF for the assignment of a participative loan agreement (the “Participative Loan”) to the Company. The Participative Loan was previously held between Cádiz CF and Sportech. Pursuant to the Assignment Agreement, the Company became the new lender and Sportech remained as the borrower.
The
Participative Loan is denominated in Euros (€) and had an outstanding principal balance of €
The
Company acquired the Participative Loan through a non-monetary exchange, which was accounted for at fair value in accordance with ASC
845 and ASC 820. The fair value of the Participative Loan was determined to be $
In
exchange for the Participative Loan, the Company issued shares of Class A common stock and agreed to a deferred cash payment
of $
| 11 |
During
the six months ended June 30, 2026 the Company repaid $
For
the three and six months ended June 30, 2026, the Company recorded $
Because
the Participative Loan is denominated in Euros, its carrying value is remeasured at each reporting period using the applicable exchange
rate. For the three months ended June 30, 2026 and 2025, the Company recognized a loss on foreign currency remeasurement of $
The
Company recognized interest income – related party of $
Receivable From Agreement with Investor
On
March 4, 2026, the Company and Make A Mark Events SRL (the “Media Firm”) agreed to a remunerated private investment agreement
and advertising partnership agreement (the “Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant
to the Media Firm Agreement, the Company paid $
On
March 30, 2026, the Company and the Media Firm agreed to a remunerated private investment agreement and advertising partnership agreement
(the “Second Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant to the Second Media Firm
Agreement, the Company paid $
On
May 25, 2026, the Company and the Media Firm agreed to a remunerated private investment agreement and advertising partnership agreement
(the “Third Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant to the Third Media Firm Agreement,
the Company paid $
The Media Firm Agreement, Second Media Firm Agreement and Third Media Firm Agreement (collectively “Media Firm Agreements”) are guaranteed with certain contracts between the Media Firm and the Media Firm’s clients. Further, they are also guaranteed, jointly and severally, by the investor, the Media Firm, and Make Mark LLC.
During
the three and six months ended June 30, 2026, the Company recognized interest income of $
| 12 |
Stockholder Loan
On
September 1, 2023, the Company entered into a line of credit (the “stockholder loan”) with Sportech. The aggregate outstanding
borrowings under the agreement, as amended, with Sportech will not exceed $
During
the six months ended June 30, 2026, the Company drew and repaid $
Exclusive License Agreements
Pursuant
to the HPT Agreement, the Company has planned and developed the HPT program in collaboration with Cádiz CF which provides the
opportunity for youth fútbol players to become immersed in La Liga fútbol club where they receive access to training methods
and coaching. Cádiz CF declares to be the holder of the know-how and practical knowledge necessary for the standardized development
of the HPT program. Through the licensing agreement, Cádiz CF grants the Company the right to use the HPT know-how as described
in Note 2. During the three months ended June 30, 2026 and 2025, the Company recognized revenue of $
Capital Contribution and Subscription Agreements
Prior
to the Mágico González Agreement, Cádiz CF exclusively owned and had the right to manage the brand rights derived
from the nickname by which the former fútbol player Mr. González Barillas is internationally known, “Mágico
González,” and also owns the Spanish trademark, “Mágico González.” Pursuant to the Mágico
González Agreement, the Company is granted the right to use the trademark exclusively for the following products and services:
sports and non-sports clothing, sports equipment, nonalcoholic beverages, stationery products, merchandising products, household items,
exploitation of bars and restaurants, sports events, cultural and musical events, and for commercial, advertising, and any other activities
related to the Company’s business worldwide except in Spain. The initial term of the Mágico González Agreement is
twenty years from the effective date of the contract. The Company recognized revenue of $
In
November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025, pursuant to
which Sportech has agreed to provide up to $
On
each funding date, in consideration for the cash contribution on such funding date, the Company will issue to Sportech a number of shares
of common stock, calculated based on the current trading price of our common stock, pursuant to the applicable rules of the exchange.
During the year ended December 31, 2025, the Company received $
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On
February 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party, pursuant to which the investor
agreed to purchase, and the Company agreed to sell, up to $
On
March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor
agreed to purchase, and the Company agreed to sell, up to $
Stadium Agreement
The Company entered into the Stadium Agreement with Cádiz CF whereby Cádiz CF granted the Company with temporary, non-exclusive rights to use the JP Financial Stadium and organize events to be held at the Stadium. The Stadium Agreement has a duration of ten years and may be extended for additional periods upon agreement of the parties. Refer to Note 2. for information related to the recognition of revenue earned pursuant to the Stadium Agreement.
NOTE 5. FINANCE LEASE – RELATED PARTY, DENOMINATED IN EUROS
In November 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”) for an initial term of six years, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. The Property is the intended site for the Sportech City project, which would include the JP Financial Stadium.
The
Lease Agreement required the Company to pay monthly payments of €
On
April 9, 2026, the Company entered into an addendum to the Lease Agreement which provided that the purchase option set forth in the Agreement
may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than
During
the six months ended June 30, 2026 the Company paid the required amount in full, in respect to the purchase option of the finance lease.
In addition, the Company purchased construction in progress costs from Sportech in the amount of $
As
of June 30, 2026, as a result of the exercise of the Purchase Option, the amounts paid per the agreement of €
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NOTE 6. DIRECT LISTING FEES
In
October 2025, the Company completed the direct listing of its common stock on the NASDAQ stock exchange. In relation to the direct listing,
the Company engaged a financial advisor to perform certain financial services for the Company. As a result, the Company agreed to issue
the financial advisor common stock with an aggregate value of $
In
October 2025, the Company issued shares of common stock to the financial advisor in satisfaction of $
Future payments owed to the financial advisor for direct listing services as of June 30, 2026, are as follows:
| Remainder of 2026 | $ | |||
| 2027 | ||||
| Total minimum direct listing fee payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of future direct listing fee payments | ||||
| Current direct listing fee payable | ||||
| Long-term direct listing fee payable | $ |
NOTE 7. FAIR VALUE MEASUREMENT
Yorkville Convertible Notes Payable
The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Yorkville convertible notes payable represents a Level 3 measurement. See Note 8 for information relating to the Yorkville convertible notes payable.
The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description | Level | June 30, 2026 | December 31, 2025 | |||||||||
| Liabilities: | ||||||||||||
| Yorkville convertible note (tranche #1) | 3 | $ | $ | |||||||||
| Yorkville convertible note (tranche #2) | 3 | |||||||||||
| Yorkville convertible note (tranche #3) | 3 | |||||||||||
| Total fair value | $ | $ | ||||||||||
The measurement of fair value of the Yorkville convertible notes payable at December 31, 2025 was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). The Company presented the Yorkville Notes at fair value at June 30, 2026, which is driven by the expected cash payment at maturity. Refer to Note 8 for further details.
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For
the six months ended June 30, 2026, the Company recognized a loss of approximately $
The following table sets forth a summary of the changes in the fair value of the Yorkville convertible notes payable, which is a Level 3 financial liability measured at fair value on a recurring basis:
| Fair Value | ||||
| Balance at December 31, 2025 | $ | |||
| Conversion of Yorkville #3 principal | ( | ) | ||
| Conversion of Yorkville #3 accrued interest | ( | ) | ||
| Change in fair value | ||||
| Balance at June 30, 2026 | $ | |||
NOTE 8. CONVERTIBLE NOTES PAYABLE
Convertible Notes Payable (Yorkville)
On
May 22, 2025, in connection with and pursuant to the terms of the Standby Equity Purchase Agreement (the “SEPA”) with Yorkville,
(see Note 9 for further details), Yorkville agreed to advance to the Company, in exchange for convertible notes payable, an aggregate
principal amount of up to $
The
Company received net proceeds of $
On
March 3, 2026, Yorkville converted $
On
April 24, 2026 Yorkville converted $
On
November 18, 2025, Yorkville converted $
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Yorkville
Convertible Note #1, Yorkville Convertible Note #2, and Yorkville Convertible Note #3 (together the “Yorkville Notes”) had
an original maturity date of
Yorkville, in its sole discretion and provided that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at a purchase price equal to the Conversion Price as determined in accordance with the Convertible Note in consideration of an offset of amounts owed under the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 4.99% ownership limitation, and does not exceed the Exchange Cap or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.
Additionally, Yorkville has the right to convert any portion of the outstanding principal under the Yorkville Notes into shares of Class A common stock at any time, subject to certain limitations. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the applicable Conversion Price, which may be either:
| ● | the fixed price of $ per share (the “Fixed Price”), or | |
| ● |
Each
Convertible Note provides that the conversion price of each Convertible Note shall be adjusted if the Company issues shares of Class
A common stock at a price less than $. In February 2026, the Company issued shares of Class A common stock to a third-party investor
at a price equal to $ per share. See Note 4 for more information. As a result, the conversion price of the Convertible Notes was
adjusted downward to $
Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Yorkville Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest. Such early redemption may only be exercised if (i) the Company provides Yorkville with no less than ten trading days’ prior written notice, and (ii) on the date such notice is issued, the VWAP of the Class A common stock is less than the Fixed Price.
The
Company has elected to record the Yorkville Notes at fair value at the date of issuance and in subsequent reporting periods. The fair
value of Yorkville Convertible Note #1 as of
The
fair value of the outstanding balance on the Yorkville Notes as of June 30, 2026 and December 31, 2025 was $
The Company presented the Yorkville Notes at fair value at June 30, 2026. The fair value was estimated based on the short term nature of these notes and the anticipated manner in which they will be settled. The Company used the Monte Carlo simulation model to value the Yorkville notes as of December 31, 2025 and the inputs were as follows:
December 31, 2025 | ||||
| Common stock fair value | $ - $ | |||
| Equity volatility | % | |||
| Remaining time to maturity (years) | ||||
| Discounted market interest rate | % | |||
| Risk-free rate | % | |||
| Probability of optional redemption | % | |||
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NOTE 9. STOCKHOLDERS’ EQUITY
On
January 15, 2025, the Company reduced the number of authorized shares of capital stock from
Class A common stock
As
of June 30, 2026, the Company is authorized to issue shares of Class A common stock with a par value of $ per share.
Holders of the Company’s
See Note 4 for information surrounding the issuance of Class A common stock during 2025 and 2026 in connection with the Subscription and Contribution Agreements.
As of June 30, 2026, there were shares of Class A common stock issued and outstanding.
Class B common stock
As
of June 30, 2026, the Company is authorized to issue shares of Class B common stock with a par value of $ per share.
Upon formation of the Company, shares of Class B common stock were issued to the Company’s majority stockholder at par.
Holders of the Company’s
Preferred Stock
As of June 30, 2026, the Company is authorized to issue shares of Preferred Stock with a par value of $ per share. Holders of the Company’s Preferred Stock are entitled to zero votes for each share. The Board of Directors of the Company is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, if any, and such designations, powers, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors. As of June 30, 2026, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding.
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Yorkville SEPA
On May 20, 2025, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to $ of the Company’s shares of Class A common stock, par value $ per share, at the Company’s request any time during the commitment period commencing on May 20, 2025 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”).
The SEPA Option was evaluated and determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument. As of June 30, 2026, the Company determined the fair value of the SEPA Option continues to be insignificant.
In
connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $
Pursuant to the SEPA, while a balance remains outstanding under the Yorkville Notes, Yorkville may deliver an investor notice to receive shares in exchange for repayment of principal and interest. The number of shares issued is determined using the Conversion Price defined in the convertible note agreement, which is based on a VWAP formula and subject to a Floor Price. The Floor Price may be adjusted downward to 20% of the average VWAP over the five trading days prior to the effectiveness of the initial Registration Statement, and may be further reduced by the Company via written notice, subject to specific pricing limits. While any balance remains outstanding under the Yorkville Notes, the Company may not deliver Advance Notices under the SEPA unless an amortization event has occurred.
The
SEPA will automatically terminate on the earlier of (i) the 36-month anniversary of the SEPA (unless Convertible Notes remain outstanding),
or (ii) the date Yorkville has purchased shares equal to the full commitment amount of $
There were no Advance Notices issued pursuant to the SEPA during the six months ended June 30, 2026.
Stock Based Compensation
On January 15, 2025, the Company adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan (the “Plan”). The Plan reserves up to shares of Class A common stock for issuance thereunder. As of the date that these unaudited condensed consolidated financial statements were available to be issued, there were no awards granted under the Plan.
On
January 15, 2025, the Company approved a non-employee director compensation policy which authorizes the Company to award an inaugural
option to purchase shares of the Company’s Class A common stock, an annual option award to purchase shares of the
Company’s Class A common stock, and an annual cash compensation component for board and committee members and chairs. The annual
retainers payable to non-employee directors for service on the Company’s Board of Directors and its committees are (i) $
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NOTE 10. SEGMENT INFORMATION
The
Company completed its Direct Listing on October 31, 2025. The Company operated as
NOTE 11. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the unaudited condensed consolidated financial statements were available to be issued.
Yorkville Waiver Agreement
On
July 10, 2026, the Company and Yorkville entered into a waiver and amendment to the Yorkville Notes under which the Company paid a $
Securities Purchase Agreement
Effective
July 19, 2026, the Company entered into the July 2026 Purchase Agreement providing for the issuance of up to approximately shares
of Class A common stock at a purchase price of $ per share, in seven separate tranches. In July 2026, the Company issued
shares of Class A common stock in respect of this agreement for proceeds of $
Warrants Issued to Former Directors
In
July 2026, the Board approved the issuance of warrants to purchase Class A common stock to Antonio G. Lobon and Manuel Vizcaino, each
a former member of the Board, in recognition of their prior service. Each of Mr. Lobon and Mr. Vizcaino received: (i) a warrant to purchase
Yorkville Repayment and Conversions
On August 10, 2026, the Company repaid
approximately $
On August 11, 2026, Yorkville converted $
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read together with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this report. References to “we,” “our,” “us,” and “Company” refer to Nomadar Corp.
Overview
Company Background
We are the innovation arm of Cádiz CF, a professional soccer club which currently competes in the Segunda División. We currently have four proposed business verticals, which are in various stages of development. We are also majority owned by Sport City Cádiz, S.L. (“Sport City” or “Sportech”)
We engaged in limited operations until 2025 when we began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On January 10, 2025, we entered into the Framework Agreement with Cádiz CF, whereby, among other things, Cádiz CF agreed to provide technical training staff for players enrolled in our programs, and we agreed to integrate our training methodologies into Cádiz CF’s training sessions. The Framework Agreement provides that we will: (i) coordinate the registration and enrollment of international players; (ii) manage accommodation for the players, (iii) coordinate with Cádiz CF technical staff; (iv) provide training equipment, and merchandising; and (v) integrate our training methodologies into the Cádiz CF training sessions. It further provides that Cádiz CF will: (i) provide coaching staff; (ii) integrate these international players into Cádiz CF youth academy teams; and (iii) organize matches. Pursuant to the Framework Agreement, each party shall issue the corresponding invoices, indicating the relevant service and concept. All specific services to be provided by Cádiz CF to us shall be paid for by us according to each player’s use and participation in each program. All specific services to be provided by us to Cádiz CF shall be paid for by Cádiz CF. The actual payment terms to be paid pursuant to the invoices under the Framework Agreement are not known at this time. The Framework Agreement is effective for three (3) years, renewable by written agreement; provided, however, that either party may terminate the Framework Agreement with 60 days’ prior written notice.
On January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into the training programs and we agreed to provide training and related services to these players. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through our direct listing relates to our formation and our direct listing, transactions entered into to consummate the direct listing, and our efforts to execute our various license and fundraising agreements further described herein. On October 31, 2025 we completed our direct listing on the Nasdaq Capital Market under the ticker symbol “NOMA”.
Corporate Overview
Multi-Purpose Event Center
On November 17, 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease Agreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. We intend to construct Sportech City on the Property. Once complete, the facility is planned to span over approximately 110,000 m², and feature a venue, which can host concerts and sporting events, with capacity for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.
On April 9, 2026, the Company and Sportech entered into an addendum to the Lease Agreement (see Note 5). The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option. The Board and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026.
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Effective May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property, whereby the Company agreed to purchase such remaining portion of the Property for €4,709,000.61 (approximately $5.49 million), plus the applicable taxes and costs, within 90 business days from the date of the purchase option.
Adjacent to the event center, the proposed creation of an approximately 20,000 m² commercial space will mirror a forward-thinking approach to crafting a modern, open, and bright commercial environment. Another cornerstone of Sportech City will be a dedicated culinary area, proposed to span approximately 3,000 m².
Site plans currently include space for up to 56 commercial vendors and 17 food and beverage vendors. Commercial spaces will focus primarily on luxury retail, sporting stores, and more. Food and beverage offerings are expected to feature local establishments ranging from fast casual to gourmet options. Although these are our current plans, site plans are subject to change.
The Cádiz region in Spain has strong connectivity to Cádiz CF, which was established in 1910. We believe Cádiz will be the ideal location at the intersection of innovation, sports, entertainment, health, and technology as we not only contribute to the development of future stars but also build a loyal community of athletes and families. Locally, Cádiz CF has a loyal fan base, with the majority of Cádiz’s soccer fans being supporters of Cádiz CF. This is reflected by more than 18,000 season ticket holders. Additionally, through our association with figures like Mágico González and our commitment to celebrating cultural heritage, we tap into deep-seated fan loyalties and cultural narratives. This not only strengthens our brand identity but also fosters a strong emotional connection with our audience in the region. Sportech City will be within two hours of two international airports, Málaga and Sevilla, which will also allow easy access for fans located internationally.
Construction is scheduled to begin in early 2027 and we anticipate construction will be completed by 2031.
High Performance Training Program
Since 2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada, and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting us the exclusive HPT Rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. We intend to leverage the Nomadar HPT by offering the Nomadar HPT training methodology through our partner organizations to online subscribers. Online subscribers may gain access to a full suite of professional-level training and diet regimens, among other benefits. Since the commencement of the High Performance Training Program in 2022, approximately 700 athletes have historically enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of the program have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations we have agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach of the Nomadar HPT to encompass territories outside of Spain and around the world.
The HPT Rights were licensed to Nomadar in August 2024. We commenced operations of the Nomadar HPT in the second half of 2024. Until we commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled were considered enrolled with Cádiz CF.
During the fourth quarter of 2024, Cádiz CF assigned its contractual position in one of the HPT agreements to us, and, as a result, we began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under our full supervision. We handled all aspects of the stay, including physical preparation, extracurricular activities, logistics, and coordination with both Wakatake Academy and Cádiz CF, and the planning and management of daily schedules.
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In 2025, the Nomadar HPT program has expanded to include new clients, all participating in person. No remote or online training sessions have been conducted. The training facilities remain based in Cádiz, Spain.
As of the date hereof, approximately 20 players are enrolled in the long-term training modality, with an additional ten players having participated in short-term programs.
Revenues generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays us a fee based on the length of time said athlete will live, study, and train at one of our partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.
Stadium Events
On October 30, 2024, we entered into the Stadium Agreement with Cádiz CF, pursuant to which Cádiz CF granted us a temporary, non-exclusive right to use the JP Financial Stadium. We are in the process of engaging third-party event coordinators to host events at JP Financial Stadium. Under these contracts, we will be responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements needed for the execution of the event. We anticipate that these contracts will typically include a non-refundable up-front fee due at the closing of the contract as well as variable consideration in the form of a percentage of ticket sales earned by the event coordinator. Pursuant to the Stadium Agreement, we have agreed to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has a term of ten (10) years, and may be extended for additional periods. There are no fixed minimum recurring payments due by Nomadar to Cádiz CF under the Stadium Agreement. In 2025, we began recording revenue under the Stadium Agreement, in connection with purchase orders between ourselves and Cádiz CF. Other than as set forth above, the specific services to be performed by each party and the costs for such services have not been established and will be determined in the future, based upon the specific services to be provided.
Mágico González Brand
As described herein, pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF.
In August 2024, we entered into the MG License Agreement with Cádiz CF, granting us the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by soccer fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.
We intend to launch the Mágico González brand in the U.S. in the second half of 2026, with e-commerce offerings beginning at such time.
Relationship Between Ourselves, Sportech, and Cádiz CF
We are majority owned by Sport City Cádiz, S.L. (“Sport City” or “Sportech”). Sportech is owned by Cádiz CF which is also a shareholder of ours. Therefore, we are a “controlled company” within the meaning of the listing rules of Nasdaq. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.
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Cádiz CF and Sportech maintain various business relationships with us. For example:
| ● | We entered into the Sportech Loan, which provided that we may borrow up to $1 million from Sportech, from time to time. As of June 30, 2026, we had fully repaid the Sportech loan. | |
| ● | On November 1, 2024, we entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10 million to fund our business and operations in 2025, 2026, and 2027. The agreement was fulfilled as of June 30, 2026. | |
| ● | On October 30, 2024, we entered into an agreement with Cádiz CF, which granted us rights to use JP Financial Stadium, for the organization of events. | |
| ● | We entered into the HPT License Agreement and MG License Agreement with Cádiz CF whereby we license the rights to the Nomadar HPT and MG Rights from Cádiz CF in exchange for royalty payments. | |
| ● | On June 12, 2025, we entered into the Assignment Agreement with Sportech and Cadiz CF. | |
| ● | On November 10, 2025, Sportech entered into an urban development agreement with the Honorable City Council of El Puerto de Santa María, pursuant to which the City has agreed to enable the urban development of a plot of land (the “Property”) located at Puerto de Santa María, Spain. The Company is not a party to the urban development agreement. The Property is the intended site for the Sportech City project, which would include the JP Financial Arena. | |
| ● | On November 17, 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech, as the owner of the Property, has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. On April 9, 2026, the Company and Sportech entered into an addendum to the Lease Agreement. The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option. The Board and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026. As of June 30, 2026, the Company exercised the purchase option for the Property. |
As a result, we will continue to materially rely on the support of Sportech for additional capital in the near future, and we will have ongoing business and commercial relations with Sportech and Cádiz CF pursuant to the license arrangements.
Standby Equity Purchase Agreement
On May 20, 2025, we entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which we have the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of our shares of common stock, par value $0.000001, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at our option, and we are under no obligation to sell any shares of Class A common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville.
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Results of Operations
We engaged in limited operations until 2025 when we began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On January 10, 2025, we entered into the Framework Agreement with Cádiz CF, whereby, among other things, Cádiz CF agreed to provide technical training staff for players enrolled in our programs, and we agreed to integrate our training methodologies into Cádiz CF’s training sessions. The Framework Agreement provides that Nomadar will: (i) coordinate the registration and enrollment of international players; (ii) manage accommodation for the players, (iii) coordinate with Cádiz CF technical staff; (iv) provide training equipment, and merchandising; and (v) integrate Nomadar’s training methodologies into the Cádiz CF training sessions. It further provides that Cádiz CF will: (i) provide coaching staff; (ii) integrate these international players into Cádiz CF youth academy teams; and (iii) organize matches. Pursuant to the Framework Agreement, each party shall issue the corresponding invoices, indicating the relevant service and concept. All specific services to be provided by Cádiz CF to Nomadar shall be paid for by Nomadar according to each player’s use and participation in each program. All specific services to be provided by Nomadar to Cádiz CF shall be paid for by Cádiz CF. The actual payments terms to be paid pursuant to the invoices under the Framework Agreement are not known at this time. The Framework Agreement is effective for three (3) years, renewable by written agreement; provided, however, that either party may terminate the Framework Agreement with 60 days’ prior written notice. On January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into our training programs and we agreed to provide training and related services to these players. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through June 30, 2026 relates to our formation and the direct listing, transactions entered into to consummate the direct listing, as well as our efforts to execute our various license and fundraising agreements further described herein. We expect to generate non-operating income in the form of interest income on cash and cash equivalents as well as the note receivable with Sportech. As a now publicly listed company, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
Results of Operations for the three months Ended June 30, 2026 and 2025
| For the three months Ended | Three months | |||||||||||||||
| June 30, 2026 | June 30, 2025 | Var ($) | Var (%) | |||||||||||||
| Revenue | $ | 669,571 | $ | 312,633 | $ | 356,938 | 114 | % | ||||||||
| Cost of sales | 70,475 | 94,706 | (24,231 | ) | (26 | )% | ||||||||||
| Gross profit | 599,096 | 217,927 | 381,169 | 175 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | 304,069 | 45,953 | 258,116 | 562 | % | |||||||||||
| Professional fees | 259,252 | 458,607 | (199,355 | ) | (43 | )% | ||||||||||
| Sales and marketing expenses | 150,030 | - | 150,030 | 100 | % | |||||||||||
| Loss (gain) on foreign currency transactions, net | 109,791 | (57,548 | ) | 167,339 | (291 | )% | ||||||||||
| Total operating expenses | 823,142 | 447,012 | 376,130 | 84 | % | |||||||||||
| Other expense, net | 215,895 | 393,673 | (177,778 | ) | (45 | )% | ||||||||||
| Net loss | $ | (439,941 | ) | $ | (622,758 | ) | $ | 182,817 | (29 | )% | ||||||
Net Loss
During the three months ended June 30, 2026 we had a net loss of $439,941, compared to a net loss of $622,758 during the second quarter of 2025. The primary driver of the decrease in net loss was the increase in gross profit of $381,169, decreases in other expenses, net of $177,778 and professional fees of $199,355, partially offset by increases in general and administrative expenses of $258,116, sales and marketing expenses of $150,030 and loss on foreign currency transactions, net, of $167,339. The primary driver of the decrease in other expenses, net, was a SEPA commitment fee and structuring fee of $325,000 recorded during the three months ended June 30, 2025.
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Revenues
We earned revenue of $669,571 during the three months ended June 30, 2026, compared to $312,633 in the three months ended June 30, 2025. The increase in revenue is mainly attributable to the commencement of our educational services through which we provide training initiatives in digital competencies aimed at professional sports and their business management as well as $146,217 of revenue by licensing the naming rights to our Sportech Project.
Cost of Sales
We incurred costs of sales of $70,475 during the three months ended June 30, 2026, compared to $94,706 in the three months ended June 30, 2025. The decrease in cost of sales was driven primarily by the differences in the timing and volume of our training contracts.
Operating Expenses
We had operating expenses of $823,142 and $447,012 during the three months ended June 30, 2026 and 2025, respectively. The increase of $376,130, or 84%, was primarily driven by the expansion of our operational activities following our direct listing including $62,029 director fees, $61,857 Nasdaq related expenses, $55,961 professional services and $66,631 of salary related expenses.
Results of Operations for the six months Ended June 30, 2026 and 2025
| For the six months Ended | Six months | |||||||||||||||
| June 30, 2026 | June 30, 2025 | Var ($) | Var (%) | |||||||||||||
| Revenue | $ | 1,073,371 | $ | 499,570 | $ | 573,801 | 115 | % | ||||||||
| Cost of sales | 118,331 | 271,094 | (152,763 | ) | (56 | )% | ||||||||||
| Gross profit | 955,040 | 228,476 | 726,564 | 318 | % | |||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | 807,080 | 91,412 | 715,668 | 783 | % | |||||||||||
| Professional fees | 818,552 | 712,604 | 105,948 | 15 | % | |||||||||||
| Sales and marketing expenses | 198,363 | - | 198,363 | 100 | % | |||||||||||
| Loss (gain) on foreign currency transactions, net | 133,856 | (60,184 | ) | 194,040 | (322 | )% | ||||||||||
| Total operating expenses | 1,957,851 | 743,832 | 1,214,019 | 163 | % | |||||||||||
| Other expense, net | 1,024,084 | 398,721 | 625,363 | 157 | % | |||||||||||
| Net loss | $ | (2,026,895 | ) | $ | (914,077 | ) | $ | (1,112,818 | ) | 122 | % | |||||
Net Loss
During the six months ended June 30, 2026 we had a net loss of $2,026,895 compared to a net loss of $914,077 during the six months ended June 30, 2025. The primary driver of the increase in net loss was the increased non-cash loss from change in fair value of the convertible notes payable of $836,024 recorded within other expense. Additionally, our net loss increased due to an increase in operating expenses of $1,214,019 offset by $726,564 increase in gross profit.
Revenues
We earned revenue of $1,073,371 during the six months ended June 30, 2026 compared to $499,570 in the six months ended June 30, 2025. The increase in revenue is mainly attributable to the commencement of our educational services through which we provide training initiatives in digital competencies aimed at professional sports and their business management. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. Additionally, during the first six months of 2026, we recognized $52,500 of revenue from our Mágico González brand compared to $0 recognized during the first six months of 2025. Lastly, during the first six months of 2026, we recognized $194,956 of revenue by licensing the naming rights to our Sportech City facility project compared to $0 recognized during the first six months of 2025. During the six months ended June 30, 2026 the Company recognized revenue related to the programs held under the HPT Agreement of $150,624 as opposed to $321,082 of revenues recognized during the six months ended June 30, 2025.
Cost of Sales
We incurred costs of sales of $118,331 during the six months ended June 30, 2026 compared to $271,094 in the six months ended June 30, 2025. The decrease in cost of sales was driven primarily by the differences in the timing and volume of our training contracts.
Operating Expenses
We had operating expenses of $1,957,851 and $743,832 during the six months ended June 30, 2026 and 2025, respectively. The increase of $1,214,019 or 163%, was driven by the expansion of our operational activities following our direct listing, an increase in professional fees of $105,948 and by the increase in our sales and marketing expenses of $198,363.
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Liquidity and Capital Resources; Going Concern Consideration
As of June 30, 2026, we had $438,578 in cash and working capital of $641,187. We have incurred an operating loss for the six months ended June 30, 2026 of $2,026,895, and had cash outflow from operations of $756,691. As of June 30, 2026, we had an accumulated deficit of $6,206,766. Further, we expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year after the date of this filing.
The continuation as a going concern is dependent upon the continued financial support from our stockholders and debt holders. Specifically, continuation is contingent on our ability to obtain necessary equity or debt financing to continue operations, and ultimately our ability to generate profit from future sales and positive operating cash flows, which is not assured.
Our plans to address this uncertainty include obtaining future debt and equity financings. On March 27, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $1.74 million of our Class A common stock. Effective July 19, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $2.28 million of the Company’s Class A common stock.
As of June 30, 2026 we sold 175,234 shares of common stock in exchange for proceeds of $477,442, net of $162,163 of offering costs paid to the unaffiliated third-party investor in fulfillment of the first and second tranches.
Lastly, we entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party will purchase up to $30 million of our common stock, including funding a prepaid advance of $3 million, $0.5 million of which was funded at closing of the financing agreement on May 22, 2025, $0.5 million of which was funded on July 2, 2025, and $2 million of which was funded on November 4, 2025. Should we be unable to raise sufficient additional capital, we may be required to undertake cost-cutting measures to align with cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, we may be required to raise additional cash through alternative debt or equity transactions. We may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate the substantial doubt about our ability to continue as a going concern.
Unless it is extended at the discretion of the holder, the maturity date of the Convertible Notes issued in connection with each Pre-Paid Advance is extended to October 10, 2026. Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion price equal to $3.65, subject to the terms of the Convertible Notes.
Cash Flows
The following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities for the six months ended June 30, 2026 and 2025, respectively.
| For the Six months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (756,691 | ) | $ | 54,086 | |||
| Investing activities | 806,536 | - | ||||||
| Financing activities | 310,570 | 131,567 | ||||||
| Net change in cash | $ | 360,415 | $ | 185,653 | ||||
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Cash Flows from Operating Activities
For the six months ended June 30, 2026, we incurred a net loss of $2,026,895. Net cash used in operating activities was $756,691, consisting of $868,962 change in fair value of convertible notes payable, $197,031 amortization of the loan receivable premium, $205,889 foreign exchange loss on loan receivable, $136,607 foreign exchange gain on related party finance lease, $125,529 accretion of deferred liability – related party, $47,024 of interest on finance lease liability, and changes in operating assets and liabilities included a $105,128 increase in accounts receivable, $115,372 increase in interest receivable – related party, $486,103 increase in prepaid expenses, $48,299 decrease in accounts payable, $264,702 increase in accrued expenses, $320,000 decrease in direct listing fees payable, $251,344 increase in due to (from) related party, and a $511,526 increase in deferred revenue. The increase in net loss is primarily due to the change in fair value of the convertible note payable.
For the six months ended June 30, 2025, we incurred a net loss of $914,077. Net cash provided by operating activities was $54,086, consisting of $40,000 loss from original issue discount on convertible notes payable, $32,938 change in fair value of convertible notes payable, $300,000 non-cash issuance of commitment shares in conjunction with convertible note payable, $53,827 foreign exchange gain on loan receivable, $16,240 increase in accounts receivable, $11,795 increase in interest receivable – related party, $9,122 increase in prepaid expenses, $773,751 increase in accounts payable related to professional fees and costs of sales incurred, $124,277 decrease in accrued expenses, $8,300 increase in interest payable – stockholder loan, and a $8,324 decrease in deferred revenue.
Cash Flows from Investing Activities
For the six months ended June 30, 2026, net cash provided by investing activities was $806,536. Net cash provided by investing activities was comprised of proceeds from the related party loan receivable of $3,572,502 offset by $2,000,000 payments in connection with an agreement with an investor, investment in development of land and construction project of $761,994 and $3,972 for the purchase of equipment.
There were no investing activities during the six months ended June 30, 2025.
Cash Flows from Financing Activities
For the six months ended June 30, 2026, net cash provided by financing activities was $310,570. Net cash provided by financing activities was comprised of proceeds from issuance of common stock pursuant to subscription agreement of $2,415,699 and $5,405,418 of proceeds from issuance of common stock pursuant to a capital contribution agreement, offset by $70,071 of payments towards the finance lease, $6,648,080 of payments toward purchase option of related party finance lease, and $792,396 of payments toward the related party deferred liability.
For the six months ended June 30, 2025, net cash provided by financing activities was $131,567. Net cash provided by financing activities was comprised of payments made on the stockholder loan of $324,601, payments made on deferred liability – related party of $207,604, proceeds from contributed capital issued in advance for stock payable – related party of $203,772, and proceeds from convertible notes payable of $460,000.
Critical Accounting Policies and Estimates
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note 2 to our audited annual financial statements included in the 2025 Annual Report.
Other than the Revenue Recognition policy shown in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q, there have been no significant changes in our critical accounting policies during the six months ended June 30, 2026 as compared with those previously disclosed in the 2025 Annual Report.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
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Contractual Obligations
On September 1, 2023, the Company entered into a line of credit agreement with Sportech, allowing the Company to borrow up to $1,000,000 from Sportech, with an interest rate of 4.19% and which expires on December 31, 2029. As of June 30, 2026, the Company has $0 outstanding on the line of credit agreement.
In August 2024, the Company entered into two exclusive licensing agreements with Cádiz CF, the HPT License Agreement and the MG License Agreement. Each agreement has a term of twenty years, and can be terminated under mutual agreement between both Cádiz CF and Nomadar, or through a breach of the terms of the respective agreement. Pursuant to the HPT License Agreement, the Company will pay a royalty of 15% of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the Nomadar HPT know-how regulated under the agreement. Pursuant to the MG License Agreement, the Company will pay a royalty of 15% of the net sales obtained as remuneration for the transfer of the trademark use regulated under the agreement. Payment will be made within thirty days of the fiscal year end.
In November 2024, the Company entered into a binding capital contribution agreement with Sportech, which was amended on June 12, 2025 (as amended, the “Contribution Agreement”), pursuant to which Sportech has agreed to provide for or otherwise arrange up to $10 million to fund the business and operations of the Company through 2027 (each funding date, a “Funding Date”), in each case conditioned on the then-current listing of the Company on a U.S. national stock exchange. On each Funding Date, in consideration for the cash contribution on such Funding Date, we will issue to Sportech a number of shares of common stock based upon the fair market value of the common stock on such Funding Date.
On May 20, 2025, the Company entered into the SEPA with a third party investor pursuant to which the third party may purchase up to $30 million of the Company’s Class A common stock, including funding a prepaid advance of $3 million, $0.5 million of which was funded at closing of the financing agreement on May 22, 2025, $0.5 million of which was funded on July 2, 2025, and $2 million of which was funded on October 31, 2025. Although the agreement was executed on May 20, 2025, the Company accounted for the transaction on the dates on which the funds were received in connection with the convertible notes issued under the SEPA. This recognition date aligns with US GAAP guidance, which requires financial instruments to be recognized when the entity becomes a party to the contractual provisions and the consideration is received.
On June 12, 2025, the Company entered into an Assignment Agreement with Cádiz CF for the assignment of a participative loan agreement to the Company. In exchange for the assignment of the Participative Loan, the Company agreed to pay Cádiz CF $1 million within 24 months from the date of the Assignment Agreement. As of June 30, 2026, the Company had fully repaid the $1 million deferred liability.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 4. Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report.
Because we recently completed our Direct Listing, management is still in the process of designing, implementing, and documenting our internal control framework in accordance with the requirements of the Exchange Act. Management has not yet completed its assessment of the operating effectiveness of these controls. However, based on the procedures performed to date, management has identified material weaknesses in our internal control over financial reporting, including deficiencies related to an insufficient internal review and monitoring over the financial close and reporting process.
As a result of the identified material weaknesses, management has concluded that our disclosure controls and procedures were not effective as of June 30, 2026.
Change in Internal Control over Financial Reporting
As a new public company, we are undertaking several initiatives to remediate the material weaknesses described above. These remediation efforts are ongoing, and we will continue to evaluate and improve our internal controls. Other than these ongoing remediation activities, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not a party to any material litigation nor are we aware of any such threatened or pending litigation. We are not aware of any proceedings in which any of our directors, officers, affiliates or any registered or beneficial stockholders is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026, which we strongly encourage you to review (the “2025 Annual Report”). There have been no material changes from the risk factors described in the 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Effective July 19, 2026, the Company entered into a securities purchase agreement (the “July 2026 Purchase Agreement”) with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to an aggregate subscription amount of $2,283,800 of the Company’s Class A common stock in one or more closings, at a price per share equal to $3.65, representing the issuance of up to approximately 625,699 shares of common stock, in seven separate tranches (the “July 2026 Offering”). The initial closing of $570,950 of shares (the “Initial Closing”) took place on July 29, 2026.
The remaining tranches of the Offering are scheduled to close in six subsequent closings of $285,475 each, on August 3, 2026, September 3, 2026, October 3, 2026, November 3, 2026, December 3, 2026, and January 3, 2027, subject to the satisfaction of customary closing conditions set forth in the July 2026 Purchase Agreement.
The securities sold in the Initial Closing were sold, and the Company intends to sell additional securities in the subsequent closings, under the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder, as a transaction by an issuer not involving any public offering. The investor represented to the Company that it is either an accredited investor, a qualified institutional buyer, or a non-”U.S. person” acquiring the shares in an offshore transaction in compliance with Regulation S.
Following the final closing of the July 2026 Offering, if the Company proposes to file a registration statement under the Securities Act covering the resale of shares of common stock for the account of one or more securityholders, the Company has agreed to include the resale of the Initial Closing shares in such registration statement, subject to customary conditions.
The July 2026 Purchase Agreement provides that, notwithstanding the aggregate subscription amount, the Company will not issue common stock to the Purchaser to the extent such issuance would cause the investor to beneficially own more than 9.99% of the Company’s then outstanding common stock.
A form of the July 2026 Purchase Agreement is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. The disclosures set forth in this Item 2 are intended to be summaries only and are qualified in their entirety by reference to the form of the July 2026 Purchase Agreement.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
None
of the Company’s directors or officers
Item 6. Exhibits
Exhibit Index
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Nomadar Corp. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
# As permitted by Regulation S-K, Item 601(b)(10)(iv)of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document.
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SIGNATURES
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 thereunto duly authorized.
| Nomadar Corp. | ||
| Date: August 14, 2026 | By: | /s/ Rafael Contreras |
| Chief Executive Officer (principal executive officer) | ||
| Date: August 14, 2026 | By: | /s/ Carlos Lacave |
| Chief Financial Officer (principal financial and accounting officer) | ||
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