Nomadar Corp S-1/A, filed Jun 27, 2025
Nomadar Corp. (NOMA)
As filed with the Securities and Exchange Commission on June 27, 2025
Registration No. 333-284716
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOMADAR CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 7900 | 99-3383359 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5015 Highway 59 N
Marshall, Texas 75670
(323) 672-4566
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Rafael Contreras
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
(323) 672-4566
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey A. Baumel, Esq. Grant Levine, Esq. Zachary Weiss, Esq. Dentons US LLP 1221 Avenue of the Americas New York, New York 10020
(212) 768-6700 |
W. David Mannheim Michael K. Bradshaw, Jr. Nelson Mullins Riley & Scarborough LLP 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 (919) 329-3800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated June 27, 2025
13,268,718 Shares
Nomadar Corp.
Class A Common Stock
This prospectus relates to the registration of the resale of up to 13,268,718 shares of our Class A common stock (our “common stock”) by our stockholders identified in this prospectus (the “Registered Stockholders”), in connection with our direct listing (the “Direct Listing”) on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (the “Nasdaq”) (assuming the issuance of the maximum number of shares issuable to YA II PN, LTD. (“Yorkville”), as described herein). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. Subject to (i) the terms of the lock-up agreements, as described herein, and (ii) Rule 144 of the Securities Act of 1933, as amended, the Registered Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. Of the 13,268,718 shares of common stock held by the Registered Stockholders (assuming the issuance of the maximum number of shares issuable to Yorkville, as described herein), approximately 5.5 million shares of common stock will be freely tradable. If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.
No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions.
In addition to our Class A common stock, we have 2,500,000 shares of Class B common stock issued and outstanding. Each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sport City Cádiz S.L., a company incorporated under the laws of Spain (“Sportech”). Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all shares of Class A common stock that are held by Sportech and being registered hereunder, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. As a result of Sportech’s ownership of the Class B common stock, if Sportech sells all of its shares of Class A common stock being registered hereunder, Sportech will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest. In addition to the foregoing, Cádiz Club de Fútbol, S.A.D., Sportech’s parent company (“Cádiz CF”) holds 750,000 shares of Class A common stock directly, which represents approximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately 91.08% of the voting power of the Company.
Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.” Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.
On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Clear Street LLC (the “Advisor”), in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither the Company nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence the Advisor in carrying out its role as a financial advisor. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 81 of this prospectus.
We plan to apply to list our common stock on the Nasdaq Capital Market under the symbol “NOMA”. We expect our common stock to begin trading on Nasdaq on or about , 2025.
If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.
Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities, and we will be 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. For a discussion of the implications of our status as a “controlled company,” see “Risk Factors” beginning on page 11 of this prospectus.
We are an “emerging growth company” and a “smaller reporting company” as defined under U.S. securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 11 of this prospectus for the risks and uncertainties you should consider before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus dated , 2025
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor any of the Registered Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.
For investors outside the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the Registered Stockholders and the distribution of this prospectus outside the United States.
Through and including , 2025 (the 25th day after the listing date of our common stock), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.
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This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this process, the Registered Stockholders may, from time to time, sell the common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our common stock.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”
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This summary highlights select information contained elsewhere in this prospectus and does not contain all the information you should consider before making an investment decision. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes included elsewhere in this prospectus before making an investment decision. Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “we,” “us,” “our,” the “Company,” “Nomadar” and similar terms refer to Nomadar Corp.
Unless noted otherwise, all share and the price per share information for all periods presented in this prospectus has been retroactively adjusted for the reverse stock split of our outstanding Class A common stock and Class B common stock, each at a ratio of 1-for-2, which became effective as of November 27, 2024.
Unless noted otherwise, all disclosure relating to percentage ownership presented in this prospectus assumes the issuance of the maximum number of shares of Class A common stock issuable to Yorkville, as described herein.
Background
We were incorporated in the State of Delaware in August 2023 as Sportech City USA, Corp, and changed our name to Nomadar, Corp. in December 2023 (“Nomadar” or the “Company”). We are a subsidiary of Sportech. Sportech is a wholly-owned subsidiary of Cádiz Club de Fútbol, S.A.D., a Spanish professional soccer club based in Cádiz, Andalusia (“Cádiz CF”) that competes in Campeonato Nacional de Liga de Segunda División, better known as the Segunda División (“Segunda División”) of Liga Nacional de Fútbol Profesional, better known as La Liga (“La Liga”).
Company Overview
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.
Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.
Our Proposed Business
Multi-Purpose Event Center
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct the space we refer to as Sportech City (“Sportech City”), in Cádiz, Spain.
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 seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.
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, tourism and technology as Nomadar not only contributes to the development of future stars but also builds 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 its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity but also fosters a strong emotional connection with its 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 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements and “Risk Factors - Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all.”
High Performance Training Program
Since 2022, Cádiz CF has offered an educational program in partnership with and through institutions across the United States, Canada, and Europe. This program, which we refer to as the High Performance Training Program (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 an exclusive license agreement with Cádiz CF, granting Nomadar the exclusive rights to the business, know-how, and general operations (the “HPT Rights”) of the High Performance Training Program (the “HPT License Agreement”). 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 Nomadar has 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. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company 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 the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company 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.
As of 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 a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.
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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 Nuevo Mirandilla Stadium (“Mirandilla Stadium”). The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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.
Mágico González Brand
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. The agreement provides that Cádiz CF shall retain ownership of the “Mágico González” trademarks registered in favor of Cádiz CF for so long as the registration remains in effect or is renewed. The Mágico González trademark is registered with the European Union Intellectual Property Office (EUIPO) under registration number 018791443. The registration application is in process with the World Intellectual Property Organization (WIPO) for the territory of the United States.
In August 2024, we entered into an exclusive license agreement (the “MG License Agreement”) with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the Mágico González brand (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.
The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.
Soccer Academies
Although we have not entered into any agreement to date, and we do not currently operate any soccer academies, we intend to enter into agreements, including but not limited to acquisition and assignment agreements, whereby we will operate soccer academies in the United States and Europe. The Nomadar HPT would be offered as a part of service provided by these academies to all academy participants.
Relationship Between the Company, Sportech, and Cádiz CF
Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be 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.
As described here and elsewhere in this prospectus, the Company, Cádiz CF and Sportech will maintain various business relationships following the Direct Listing. For example:
| ● | We entered into the Sportech Loan, which provides that the Company may borrow up to $1 million from Sportech, from time to time. As of the date hereof, the Company has drawn down $467,468 under this facility. | |
| ● | On November 1, 2024, the Company entered into an agreement with Sportech, which was subsequently amended on June 12, 2025, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027. | |
| ● | On October 30, 2024, the Company entered into an agreement with Cadiz CF, which granted the Company rights to use Mirandilla Stadium, for the organization of events. | |
| ● | The Company 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, the Company entered into the Assignment Agreement (as defined below) with Sportech and Cadiz CF. |
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.
Our Management Team and Oversight
We have assembled an executive leadership team comprised of our chief executive officer, chief communications and investor relations officer, chief financial officer, and future co-chairpersons of our board of directors, with successful track records in startup entrepreneurial companies and in the sports and sports technology industries. Our executive leadership team will work under the oversight of our board of directors, which is comprised of recognized leaders with hands-on industry experience.
Our Competitive Strengths
A company like Nomadar, which operates at the nexus of sports, health, and technology with a focus on bridging continents, boasts several competitive strengths that set it apart in the global marketplace. These strengths not only underscore its unique position but also enhance its ability to achieve its strategic objectives. Our competitive strengths, among others, are as follows:
Financial and Operations Support from Sportech. We currently, and in the future, plan to, rely on Sportech for financial and operational support. Although there is no guaranty that we may not need to raise funds in the future, either through equity or debt instruments, we do not foresee a need to do so in the near future due to the financial support we receive and will receive from Sportech.
Established Global Soccer Presence. Our ultimate parent is Cádiz CF, a European football club founded in 1910. Between 1929 and 1977, Cádiz CF played in either the second or third tier of Spanish soccer. In 1977, Cádiz CF achieved promotion to La Liga for the first time. Since then, Cádiz CF has played 16 seasons in the first tier, as well as spending several at the second level. Additionally, Cádiz CF won the championship of the second league division of La Liga in 2005. Cádiz CF has won the championship of the Ramon de Carranza, a preseason tournament in Cádiz, nine times. We are able to draw on over 110 years of goodwill, and decades of well-wrought relationships in the global soccer community.
Diverse Proposed Business Portfolio. Our proposed engagement in multiple business lines, including the management of a multi-purpose event center, a soccer academy, e-commerce and other activities for Mágico González, and educational programs, will offer diverse revenue streams and reduce dependency on a single market segment. This diversification also enables cross-promotion and synergy across its different ventures.
Strategic Geographic Presence. With planned operations spanning the United States, Europe, and connections to Latin America, we believe we will effectively leverage our geographic presence to act as a bridge between different markets. We believe this will allow for a unique exchange of cultural, technological, and sporting practices, enhancing our global outreach and impact.
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Youth Development and Education. Our focus on youth soccer development through our proposed academy programs and the Nomadar HPT will position Nomadar as a leader in nurturing the next generation of soccer talent. By providing comprehensive training, education, and international exposure, Nomadar will not only contribute to the development of future stars but also build a loyal community of athletes and families.
Cultural and Sporting Legacy. Through its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar will tap into deep-seated fan loyalties and cultural narratives. We believe that this will strengthen our brand identity and foster a strong emotional connection with our audience.
Commitment to Health and Performance. Beyond its sports initiatives, Nomadar’s dedication to health, evident through its training and educational programs, aligns with growing global trends towards wellness and performance optimization. This not only appeals to athletes but also to a broader audience interested in health and fitness.
These competitive strengths collectively enable a company like Nomadar to navigate the complex landscape of international sports, health, and technology. By continuously leveraging and building upon these strengths, Nomadar can sustain its growth, innovate, and maintain a leading position in its field.
Strategic Timing
The launch of Nomadar and our various business lines and initiatives has been timed to coincide with the next two Men’s World Cups (taking place in the United States and Canada, and Spain), the next Women’s World Cup event (taking place in the United States and Mexico), and the next summer Olympic Games (taking place in Los Angeles, California). We believe the geographic proximity and timing of the upcoming World Cups offers Nomadar a unique market opportunity that it can take advantage of to draw engagement and camaraderie around the Company’s business lines, as well as potential brand partnerships.
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Summary of Risk Factors
Our business is subject to numerous risks and uncertainties that you should be aware of before making an investment decision, including those highlighted in the section entitled “Risk Factors” in this prospectus. These risks include, but are not limited to, the following:
| ● | We have generated minimal revenues since inception, and may never be profitable in the long term. |
| ● | We will need to raise additional capital in the future, which may not be available on acceptable terms, or at all. |
| ● | There is no guarantee that Sportech City will be completed in the proposed timeframe, within budget, or at all. |
| ● | Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all. |
| ● | We are dependent upon the performance and popularity of the Cádiz CF men’s first team, and poor performance or decline in popularity of the team may have a material negative impact on our business and results of operations. |
| ● | The high level of competition in the health and fitness industry could materially and adversely affect our business. |
| ● | If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected. |
| ● | We, Sportech, and the owners of other facilities hosting Nomadar HPT academies could be subject to claims related to health and safety risks to academy participants that arise while at Sportech City or any other facilities hosting Nomadar HPT academies. Further, we, or Sportech, could be subject to claims related to health and safety risks to patrons attending Sportech City. |
| ● | We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future. |
| ● | Our success depends substantially on the value of our brand, and any negative impact on our brand can negatively impact our business and results of operations. |
| ● | If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer. |
| ● | Our intellectual property rights, including trademarks, trade names, and know-how may be infringed, misappropriated or challenged by others. |
| ● | Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties. |
| 4 |
| ● | There could be a decline in our popularity or the popularity of soccer. |
| ● | We have entered into the contribution agreement with Sportech, whereby Sportech has agreed to provide cash to fund the Company’s business and operations in 2025, 2026, and 2027, and if such agreement were to be terminated or cancelled for any reason, it would materially negatively impact our business and results of operations. |
| ● | Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future. |
| ● | Our business could be adversely affected by terrorist activity or the threat of terrorist activity and other developments that discourage congregation at prominent places of public assembly. |
| ● | Our proposed international expansion and operations in foreign markets is speculative and will expose us to risks associated with international sales and operations. |
| ● | Fans attending professional soccer games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses. |
| ● | We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future. |
| ● |
Failure to attract and retain students to enroll in programs which utilize the Nomadar HPT, or failure to onboard partner organizations to utilize the Nomadar HPT, may have a material adverse impact on our business and prospects. |
| ● | Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business. |
| ● | The value of our brand and sales of our products could be diminished if we are associated with negative publicity. |
| ● | If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected. |
| ● | The direct listing process differs from an initial public offering underwritten on a firm-commitment basis. |
| ● | Our common stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile. |
| ● | Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline. |
| ● | The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of the common stock to decline and would result in the dilution of your holdings. |
| ● | We will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules upon the Direct Listing because our insiders will beneficially own more than 50% of the voting power of our outstanding voting securities. |
| ● | You may be diluted by future issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price. |
| ● | The obligations associated with being a public company require significant resources and management attention. |
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Implications of being a Controlled Company
As long as our principal shareholder owns at least 50% of the voting power of our Company, we will be a “controlled company” as defined under Nasdaq Listing Rules. As a controlled company, we are permitted to rely on certain exemptions from Nasdaq’s corporate governance rules, including:
● an exemption from the rule that a majority of our board of directors must be independent directors;
● an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and
● an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.
Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. As a result, you may not in the future have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We are an “emerging growth company” as defined in the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We will remain an emerging growth company until the earliest of (i) December 31, 2030, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which would occur if the market value of our common stock held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates required for other public companies.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller re-porting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
Available Information
We were formed in August 2023 as a Delaware corporation. Our principal executive offices are located at 5015 Highway 59 N, Marshall, Texas 75670. Our telephone number is (323) 672-4566 and our website address is www.nomadar.com. Information contained on or that can be accessed through our website is neither a part of, nor incorporated by reference into, this prospectus, and you should not consider information on our website to be part of this prospectus.
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Organizational and Capital Structure
The corporate structure of the Company, its parent companies and its material subsidiaries are as indicated in the following chart. No securities of the Company are being sold in connection with the Direct Listing, and therefore there will be no changes to the organization and capital structure of the Company, until such time as Sportech disposes of any shares of capital stock or additional shares of capital stock are issued.
As described herein, in addition to its ownership of 6,872,578 shares of Class A common stock, Sportech owns 2,500,000 shares of the Company’s Class B common stock. Each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all shares of Class A common stock that are held by Sportech and being registered hereunder, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. As a result of Sportech’s ownership of the Class B common stock, if Sportech sells all of its shares of Class A common stock being registered hereunder, Sportech will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest. In addition to the foregoing, Cádiz CF holds 750,000 shares of Class A common stock directly, which represents approximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately 91.23% of the voting power of the Company.
As described herein, upon completion of this Direct Listing, we will be 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. For a discussion of the implications of our status as a “controlled company,” see “Risk Factors” beginning on page 11 of this prospectus.
Capital Requirements
Financial Structure and Capital Strategy for the Development of the Event Center at Sportech City
The total funding required for the development of Sportech City and its associated infrastructure is estimated to be €285 million (approximately $309.7 million). To meet these capital requirements, a mixed financing plan has been at least formulated, incorporating external debt financing, capital injections from the principal shareholder, and capital increases through the issuance of new shares. As of the date hereof, the Company does not have the required funding to develop Sportech City and the Company has only generated minimal revenues to date. As of March 31, 2025, the Company had $26,859 in cash and a working capital deficit of $1,185,549. The Company has incurred a net loss from operations and negative cash flows from operating activities since its inception on August 8, 2023. As of March 31, 2025, the Company had an accumulated deficit of $1,703,872. Further, as described herein, the Company expects to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial statements included herein are available to be issued.
In September 2023, we entered into an unsecured loan agreement with Sportech, which was subsequently amended in January 2024 (as amended, the “Sportech Loan”). The Sportech Loan provides that we may borrow up to $1 million from Sportech, from time to time, in partial or whole disbursement. The Sportech Loan provides for a final balance interest of 4.19% APR on all amounts borrowed under the Sportech Loan, with final repayment due no later than December 31, 2029. As of the date hereof, we have $467,468 outstanding under this facility and may draw down approximately $532,532 additional funds under the facility. We may, now or in the future, incur additional indebtedness to fund our business and operations, including additional indebtedness from Sportech. Although unsecured, failure to repay our current, or future indebtedness, would negatively impact our business and results of operations.
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 up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027 (each 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. The number of shares to be issued by the Company to Sportech on each Funding Date shall be calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Funding Date.
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 has an outstanding principal balance at the time of assignment of €7.7 million due on February 23, 2027. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A common stock at $10.00 per share, and (ii) agreed to pay to Cádiz CF $1.0 million within 24 months from the date of the Assignment Agreement. The fair value of the Participative Loan as of the date of the entry into the Assignment Agreement was $8.5 million (based on the €7.7 million on the date of assignment).
We estimate that the Company’s monthly burn rate will be approximately $192,000 for the period beginning September 2025 through April 2027, at which point, based on the timing of our proposed business and operations, we anticipate that the Company will need to raise additional funds.
Debt Financing
External debt financing of approximately €162 million (approximately $176 million) is planned, allocated over the timeline starting from 2027 with the following breakdown: €31 million (approximately $33.7 million) in 2027, €43 million (approximately $46.7 million) in 2028, €52 million (approximately $56.5 million) in 2029, €33 million (approximately $35.8 million) in 2030, and €3 million (approximately $3.2 million) in 2031. The strategy envisions the commencement of debt servicing in 2031, accessing debt markets through bond issuances, investment funds, or banking institutions.
Equity Financing
To meet our remaining financial requirements, estimated at approximately €123 million (approximately $133.7 million) beginning in 2027, we intend to pursue equity financings at the then-current fair market value of the shares of our capital stock. However, no assurance can be given that we will be able to raise funding on favorable terms, or at all.
Reverse Stock Split
On November 27, 2024, the Company’s board of directors and a majority of our stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect a reverse stock split of the outstanding shares of the Company’s Class A common stock and Class B common stock, each at a ratio of one-for-two (1-for-2) (the “Reverse Stock Split”). The Amendment became effective on the same date, upon filing of the Amendment with the Secretary of State of the State of Delaware. As a result of the Reverse Stock Split, every two (2) shares of the Company’s issued and outstanding Class A common stock, and every two (2) shares of the Company’s issued and outstanding Class B common stock, automatically and without any action of the Company or any holder thereof, were combined into one (1) validly issued and non-assessable share of Class A common stock or Class B common stock, as applicable, resulting in 11,581,218 post Reverse Stock Split shares of Class A common stock and 2,500,000 post Reverse Stock Split shares of Class B common stock. No fractional shares were issued to any stockholder of the Company, and in lieu of issuing any such fractional shares, any fractional shares resulting from the Reverse Stock Split if applicable, were rounded up to the nearest whole share of common stock. The shares of common stock as adjusted to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock nor did it change the authorized shares of preferred stock or the relative voting power of holders of the outstanding common stock.
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Standby Equity Purchase Agreement
On May 20, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with Yorkville, a Cayman Islands exempt limited company, pursuant to which the Company has the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of its 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 the Company’s option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.
Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated, to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.
The shares of Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 95% of the lowest daily volume weighted exercise price (“VWAP”) of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice.
In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,” and together, the “Pre-Paid Advances”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on May 22, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, the second Pre-Paid Advance will be disbursed within two days of the filing of Amendment No. 1 to this Form S-1 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance will be in a principal amount of $2 million and advanced on the later of the second trading day following: (i) the effectiveness of this Registration Statement and (ii) the effectiveness of the Direct Listing.
The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the Convertible Note issued in connection with each Pre-Paid Advance will be May 20, 2026. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at any time at a fixed conversion price equal to $8.00, subject to the terms of the Convertible Notes.
Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), the Company shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, the Company shall pay the principal amount of $750,000 plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. At any time or times on or after any Installment Date, the Investor shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding under a Convertible Note until such amount has been paid into shares at a price per share equal to 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price” and collectively with the Fixed Price, the “Conversion Price”), but which Variable Price shall not be lower than the $1.60 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates, would exceed 4.99% of the outstanding shares of the common stock of the Company.
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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.
Under the applicable Nasdaq rules, in no event may the Company issue to Yorkville under the Purchase Agreement more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, the Company may not issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock.
The Company will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.
The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment Amount. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible Notes. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither the Company nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.
As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Yorkville, (i) a due diligence fee in the amount of $25,000 and (ii) a commitment fee equal to 37,500 shares of common stock, issued upon the execution of the SEPA.
In connection with the SEPA, on May 20, 2025 the Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to register all of the shares of common stock issuable upon conversion of the Convertible Notes and all of the shares of common stock issuable under the SEPA pursuant to an Advance. The Company is registering under this prospectus 937,500 shares of common stock issuable to Yorkville, which represents (i) 37,500 shares issued to Yorkville as commitment shares, at a stated value of $8.00 per share, and (ii) 900,000 shares issuable upon conversion of the Convertible Notes. Following the Direct Listing, the Company will use its best efforts to file one or more registration statements to register any additional shares of common stock issued to Yorkville pursuant to the Convertible Notes and the SEPA.
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SUMMARY FINANCIAL AND OTHER DATA
The following tables set forth a summary of our financial data as of, and for the period ended on, the date indicated. The statement of operations for the fiscal year ended December 31, 2024, and the balance sheet data as of December 31, 2024, are derived from our audited financial statements that are included elsewhere in this prospectus.
You should read the following summary financial data together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus. The summary financial data in this section are not intended to replace our financial statements and the related notes and are qualified in their entirety by the financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of results that should be expected in any future period.
| For the year ended December 31, 2024 | For the three months ended March 31, 2025 | |||||||
| Statements of Operations Data: | ||||||||
| Revenue | $ | 8,025 | $ | 186,937 | ||||
| Cost of sales | 6,318 | 176,388 | ||||||
| Gross profit | 1,707 | 10,549 | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | 92,018 | 45,459 | ||||||
| Professional fees | 1,274,941 | 253,997 | ||||||
| Loss (gain) on foreign currency transactions, net | 109 | (2,636 | ) | |||||
| Total operating expenses | 1,367,068 | 296,820 | ||||||
| Loss from operations | (1,365,361 | ) | (286,271 | ) | ||||
| Other expense: | ||||||||
| Interest expense – stockholder loan | 7,630 | 5,048 | ||||||
| Loss before provision for income taxes | (1,372,991 | ) | (291,319 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (1,372,991 | ) | $ | (291,319 | ) | ||
| Weighted average common shares outstanding – basic and diluted | 22,689,851 | 11,581,218 | ||||||
| Net loss per share attributable to common stockholders – basic and diluted | $ | (0.06 | ) | $ | (0.03 | ) | ||
| Statements of Cash Flows Data: | ||||||||
| Net cash (used in) provided by operating activities | $ | (500,282 | ) | $ | 47,638 | |||
| Net cash provided by (used in) financing activities | $ | 486,069 | $ | (21,196 | ) | |||
| As of | As of March 31, 2025 | |||||||||||
| December 31, 2024 | (Actual) | (Pro Forma)(1) | ||||||||||
| Balance Sheet Data: | ||||||||||||
| Cash | $ | 417 | $ | 26,859 | $ | 26,859 | ||||||
| Working capital deficit | $ | (873,034 | ) | $ | (1,185,549 | ) | $ | (1,185,549 | ) | |||
| Total assets | $ | 16,657 | $ | 26,859 | $ | 8,526,859 | ||||||
| Total liabilities | $ | 1,378,355 | $ | 1,679,876 | $ | 2,679,876 | ||||||
| Total stockholders’ (deficit) equity | $ | (1,361,698 | ) | $ | (1,653,017 | ) | $ | 5,846,983 | ||||
| (1) | 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 has an outstanding principal balance at the time of assignment of $8.5 million due on February 23, 2027 and is effectively collateralized by the land owned by Sportech. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A Common Stock and (ii) agreed to pay to Cádiz CF $1 million within 24 months from the date of the Assignment Agreement. |
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An investment in our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before deciding whether to invest in our common stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.
Risks Related to Our Financial Condition and Capital Requirements
We have generated minimal revenues since inception, and may never be profitable in the long term.
Our ability to generate revenue and achieve profitability depends on our ability, alone or with strategic alliance partners, to successfully complete the development of our business plans. Strategic alliance partners may include, now or in the future, youth soccer academies and teams, university, college, high school and elementary school teams, professional and semi-professional clubs, and other agents. Our ability to generate revenues depends heavily on our success in:
| ● | completing the acquisitions and subsequent successful operations of our academies; | |
| ● | establishing and maintaining relationships with capable third parties; | |
| ● | launching and commercializing products for which we may obtain marketing approval, with an alliance partner or, if launched independently, successfully establishing a sales force, marketing and distribution infrastructure; | |
| ● | construction of Sportech City; | |
| ● | maintaining and protecting our intellectual property portfolio; and | |
| ● | attracting, hiring and retaining qualified personnel. |
Because of the numerous risks and uncertainties associated with the global sports industry, and extreme competition within said industry, we are unable to predict reliably the timing or amount of increased expenses and when we will be able to achieve and maintain profitability, if ever. Even if we are able to generate revenues from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue operations.
We have had limited history of operations, a history of losses, and our future earnings, if any, and cash flows, may be volatile, resulting in uncertainty about our prospects.
We are a startup company, and our lack of business operations to date, lack of significant history, and evolving nature of the markets in which we operate and intend to operate, could result in us suffering losses now or in the future. Further, as we are a startup company, an investment in our securities is speculative, and necessarily involves uncertainty about the stability of our operating results and results of operations.
We will need to raise additional capital in the future, which may not be available on acceptable terms, or at all.
We will need to raise additional capital to support our operations and such funding may not be available to us on acceptable terms, or at all. As of March 31, 2025, we had unrestricted cash of $26,859. We anticipate the need to rely on Sportech, and other additional sources of funding in the future. As of the date hereof, the Company does not have the required funding to develop Sportech City. But if our plans change or we face unexpected circumstances, our capital resources may be depleted more rapidly than we currently anticipate. Any such events would increase our costs more than we expect. In order to support our long-term plans, we will need to raise additional capital or otherwise obtain funding through additional strategic alliances.
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Any additional fundraising efforts may divert our management from our day-to-day activities, which may delay and hinder our ability to develop our business. We may be unable to raise sufficient amounts of additional capital when needed and on acceptable terms, which could require us to significantly delay, scale back or discontinue the development of our business plans.
For more information, see “Prospectus Summary - Capital Requirements.”
We have entered into the Contribution Agreement with Sportech, whereby Sportech has agreed to provide cash to fund the Company’s business and operations in 2025, 2026, and 2027, and if such agreement were to be terminated or cancelled for any reason, it would materially negatively impact our business and results of operations.
In November 2024, we entered into the Contribution 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, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027, 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. The number of shares to be issued by the Company to Sportech on each Funding Date shall be calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Funding Date. This agreement may be terminated or cancelled by Sportech if for any reason our securities are delisted from a national U.S. securities exchange on the 12-month anniversary of the date of the agreement. If the Contribution Agreement is terminated or cancelled, or we do not otherwise receive funds under the agreement for any reason, our business and operations will be materially harmed.
Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future.
The ability of the Company to continue as a going concern is dependent, among other things, on the Company’s receipt of funds from Sportech and/or the ability to raise additional capital resources. The Company plans to receive funding from Sportech and, in the future, to seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements. Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of product candidates, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.
Our independent auditor and Management believe there is substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that the financial statements were issued. As of March 31, 2025, our cash on hand was $26,859 and our net losses for the three months ended March 31, 2025 were $291,319. The financial statements have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Our continuation as a going concern is dependent upon the continued financial support from Sportech, as well as our ability to obtain necessary equity or debt financing to continue operations, and ultimately our ability generate profit from future sales and positive operating cash flows, which is not assured.
We plan to address this uncertainty by obtaining funding from Sportech, and in the future, from debt and equity financings. As described herein, as of the date hereof, we have $467,468 outstanding under the Sportech Loan and may draw down approximately $532,532 additional funds under the facility. There is no assurance that our plans to receive capital from Sportech, or raise additional capital in the future, will be successful. Should we be unable to raise sufficient additional capital, we may be required to undertake cost-cutting measures to align with expected revenue levels and cash reserves, although there can be no guarantee that we will be successful in doing so. Accordingly, we may be required to raise additional cash through 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 substantial doubt about our ability to continue as a going concern.
Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.
We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non-U.S. earnings for which we have not previously provided applicable foreign withholding taxes, certain U.S. state income taxes, or foreign exchange rate impacts.
We have outstanding indebtedness and expect to incur additional indebtedness in the future. Failure to repay our existing or future indebtedness would negatively impact our business and results of operations.
In September 2023, we entered into the Sportech Loan, which was subsequently amended in January 2024. The Sportech Loan provides that we may borrow up to $1 million from Sportech, from time to time, in partial or whole disbursement. The Sportech Loan provides for a final balance interest of 4.19% APR on all amounts borrowed under the Sportech Loan, with final repayment due no later than December 31, 2029. As of the date hereof, we have $467,468 outstanding under this facility and may draw down approximately $532,532 additional funds under the facility. We may, now or in the future, incur additional indebtedness to fund our business and operations, including additional indebtedness from Sportech. Although unsecured, failure to repay our current, or future indebtedness, would negatively impact our business and results of operations.
Risks Related to Sportech City Cádiz
There is no guarantee that Sportech City will be completed in the proposed timeframe, within budget, or at all.
The construction of Sportech City is a massive undertaking, and involves the proposed construction of over approximately 26,600 m2 of public open space, over approximately 10,600 m2 of public facilities, over 1,800 parking spots. The project is slated to be completed by or around 2030. The completion, timely or at all, of the complex is contingent on many factors outside of our control, including but not limited to:
| ● | continued availability of favorable financing for the Company; | |
| ● | availability of financing for tenants of commercial properties in Sportech City; | |
| ● | availability of financing for individuals who desire to use the facilities within Sportech City; | |
| ● | interest rates; | |
| ● | inflation; and | |
| ● | demographic trends. |
Adverse changes in general and local economic conditions or deterioration in the broader economy may negatively impact our business and financial results and increase the risk of asset impairments and write-offs. Changes in economic conditions may affect some of our regions or markets more than others. If adverse conditions affect our larger markets, they could have a proportionately greater impact on us than on some other real estate development companies.
The fiscal policies of the United States and Spain and each government’s monetary policies may negatively impact the financial markets and consumer confidence and could hurt the U.S. or Spanish economies and real estate markets, and in turn, could adversely affect the operating results of our business. For example, in response to increased inflation, the U.S. Federal Reserve has raised interest rates significantly, which has resulted in higher mortgage interest rates. Prolonged periods of elevated mortgage interest rates or further increases in interest rates could have an adverse impact on our business and financial results.
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We will need additional capital to fund the construction of Sportech City, which may not be available on acceptable terms, or at all.
As discussed herein, the total funding required for the development of Sportech City and its associated infrastructure is estimated to be €285 million (approximately $309.7 million). To meet these capital requirements, a mixed financing plan has been at least formulated, incorporating external debt financing, capital injections from the principal shareholder, and capital increases through the issuance of new shares; however, there is no guarantee that we will receive such required funding on acceptable terms, or at all.
We have entered into the Sportech Loan with Sportech, pursuant to which we may borrow up to $1 million from Sportech, from time to time. However, a failure by Sportech to comply with the terms of the Sportech Loan would negatively impact our business and results of operations, including our ability to fund the construction of Sportech City. Additionally, we have entered into the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $5.5 million payable in three tranches in 2025 ($2 million on June 30, 2025; $2 million on September 15, 2025; and $1.5 million on November 15, 2025), and $4.5 million payable in two tranches in 2026, 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. The number of shares to be issued by the Company to Sportech on each Funding Date shall be calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Funding Date. However, a failure by Sportech to comply with the terms of the Contribution Agreement would negatively impact our business and results of operations, including our ability to fund the construction of Sportech City. For more information, see “Prospectus Summary – Capital Requirements” and the risk factors in this section under “Risks Related to Our Financial Condition and Capital Requirements.”
Supply shortages and other risks related to acquiring land, materials and skilled labor and obtaining regulatory approval could increase our costs and delay lot deliveries.
The development of Sportech City may experience significant difficulties that can affect the cost or timing of development, including:
| ● | delays in receiving the necessary approvals from municipalities or other government agencies; | |
| ● | shortages of qualified subcontractors; | |
| ● | reliance on local subcontractors, manufacturers and distributors who may be inadequately capitalized; | |
| ● | shortages of construction materials; and | |
| ● | significant increases in the cost of materials and other inputs. |
During the last few years, there have been significant disruptions in the global supply chain, which resulted in shortages of certain building materials and tightness in the labor market. If this continues, this may cause the construction cycle to lengthen and costs of building materials to increase. If shortages and cost increases in building materials and tightness in the labor market increase, our construction cycle time and profit margins could be adversely impacted.
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all.
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all. If we fail to enter into such agreement on favorable terms, or at all, it could materially delay or impair our ability to develop Sportech City. In such an event, we may need to find a new location for the construction of Sportech City, which we may not be able to do on commercially reasonable terms, if at all. Failure to enter into such agreement would have an adverse impact on our ability to grow our business, and our results of operations and financial condition generally.
Public health issues such as a major epidemic or pandemic could adversely affect our business and financial results.
The United States, Spain, and other countries may experience in the future, outbreaks of contagious diseases that affect public health and public perception of health risk. In the event of a resurgence of COVID-19, or a widespread, prolonged actual or perceived outbreak of any contagious disease, our operations could be negatively impacted. Such events have had, and could in the future have, an effect on our operations, including a reduction in commercial construction traffic, a disruption in our supply chain, increased travel restrictions, increased restrictions on the ability of people to gather together in person, tightness in the labor market or other factors, all of which could reduce visitor traffic toward Sportech City. Additionally, such events could have a negative impact on our ability to host events at Sportech City. These or other repercussions of a public health crisis that affect the global economy could have an adverse impact on our results of operations and financial condition.
A health and safety incident relating to our operations could be costly in terms of potential liability and reputational damage.
Land development sites are inherently dangerous, and operating in this industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the scope of Sportech City, health and safety performance is critical to the success of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly and could expose us to liability that could be costly. Such an incident could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity.
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Delays or failures by governmental authorities to take expected actions could reduce our returns or cause us to incur losses on certain real estate development projects.
We may rely on governmental districts to issue bonds to reimburse us for qualified expenses, such as road and utility infrastructure costs. Bonds are often supported by assessments of district tax revenues, usually from ad valorem taxes. Decreasing real estate values or difficult credit markets for bond sales can reduce or delay district bond sale revenues and tax or assessment receipts, causing such districts to delay reimbursement of our qualified expenses. Failure to receive reimbursement for qualified expenses could adversely affect our cash flows and reduce our returns or cause us to incur losses on certain real estate development projects.
Development activities, such as those associated with our mixed-use development, are subject to significant risks.
Risks associated with real estate development projects such as Sportech City, relate to, among other items, adverse changes in national market conditions (which can result from political, regulatory, economic or other factors), increases in interest rates, competition for, and the financial condition of, tenants, the cyclical nature of property markets, adverse local market conditions, changes in the availability of debt financing, real estate tax rates and other operating expenses, zoning laws and other governmental rules and fiscal policies, energy prices, population trends, risks and operating problems arising out of the presence of certain construction materials, acts of God, uninsurable losses and other factors which are beyond the control of the developer and may make the underlying investments economically unattractive. Development activities also involve the risk that construction may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations under construction contracts, defects in plans and specifications or various other factors, including natural disasters, which may be exacerbated by climate change. Any of these risks could result in substantial unanticipated delays or expenses associated with the development of our mixed-use properties, which could have an adverse effect on our financial condition and suppress the value of our common stock.
Climate change may also have indirect effects on the mixed-use development by increasing the cost of, or making unavailable, property insurance on terms we find acceptable. To the extent that significant changes in the climate occur where our facilities are located, we may experience more frequent extreme weather events, which may result in physical damage to the development or its lessees’ facilities and may adversely affect our business, results of operations and financial condition.
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Risks Related to our Training Programs
We are dependent upon the performance and popularity of the Cádiz CF men’s first team, and poor performance or decline in popularity of the team may have a material negative impact on our business and results of operations.
Our revenue streams may be driven, in part, by the performance and popularity of the Cádiz CF men’s first team, due to our relationship with Cádiz, and other strategic arrangements between Nomadar and Cádiz CF in the future. Cádiz CF currently plays in the Segunda División, La Liga being the top soccer division of the Spanish soccer system. Cádiz CF’s performance in La Liga directly affects, and a weak performance in La Liga could adversely affect, Cádiz CF’s popularity and standing in the global soccer community.
We cannot ensure that Cádiz CF’s men’s first team will be successful in the Segunda Division of La Liga or in the other leagues and tournaments in which it plays. In May 2024, Cádiz CF was relegated from the Primera División to the Segunda División of La Liga. Further relegation from the Segunda División of La Liga, failure to be promoted to the Primera División, or a general decline in the success of Cádiz CF’s men’s first team, particularly in consecutive seasons, would negatively affect Cádiz CF’s ability to attract or retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners, which would have a material adverse effect on our business, results of operations, financial condition and cash flow due to the use of the Nomadar HPT in our academies globally.
The high level of competition in the health and fitness industry could materially and adversely affect our business.
Our various proposed business segments compete with the following industry participants: health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; athletic clubs; amenity and condominium/apartment clubs; country clubs; online personal training and fitness coaching; delivery of digital fitness content; the home-use fitness equipment industry; local tanning salons; businesses offering similar services; and other businesses that rely on consumer discretionary spending. We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members in our markets. Non-profit organizations in our markets may be able to obtain land and construct academies at a lower cost and collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices. This competition may limit our ability to attract and retain customers and our ability to attract Nomadar HPT members, which in each case could materially and adversely affect our results of operations and financial condition.
If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.
Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model.
Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.
We currently have planned operations in the United States and Spain, and plan to expand to additional markets in the near future. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the impact of these risks. These risks include, among others:
| ● | inadequate brand infrastructure within foreign countries to support our international activities; | |
| ● | inconsistent regulation or sudden policy changes by foreign agencies or governments; | |
| ● | difficulty of enforcing contractual obligations of foreign nations; | |
| ● | increased costs in maintaining international marketing efforts; | |
| ● | problems entering international markets with different cultural bases and consumer preferences; | |
| ● | political and economic instability of foreign markets, including as a result of war or conflict; | |
| ● | compliance with laws and regulations applicable to our international operations; | |
| ● | fluctuations in foreign currency exchange rates; and | |
| ● | operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations relating to contract and intellectual property rights. |
As a result, new operations, including planned Nomadar HPT academies, may be less successful than existing operations. Further, effectively managing growth can be challenging, particularly as we continue to expand into new international markets where we must balance the need for flexibility and a degree of autonomy for local management against the need for consistency with our mission and standards.
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We, Sportech, and the owners of other facilities hosting Nomadar HPT academies could be subject to claims related to health and safety risks to academy participants that arise while at Sportech City or any other facilities hosting Nomadar HPT academies. Further, we, or Sportech, could be subject to claims related to health and safety risks to patrons attending Sportech City.
Participation of Nomadar HPT members at Sportech City, or at other facilities that host the Nomadar HPT academies, pose some potential health and safety risks through physical exertion and use of our services and facilities, including exercise and fitness equipment. Claims might be asserted against us, Sportech, or the owners of any other facilities hosting Nomadar HPT academies, for injuries or death suffered by Nomadar HPT participants.
We and/or Sportech also may not be able to maintain our general liability insurance on acceptable terms in the future or maintain a level of insurance that would provide adequate coverage against potential claims. Depending upon the outcome, these matters may have a material adverse effect on our results of operations, financial condition and cash flows.
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Risks Related to our Mágico González and other Merchandise and Licensing Initiatives
We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.
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. We have entered into the MG License Agreement, pursuant to which Cádiz CF has granted Nomadar a worldwide license, outside of Spain, to commercialize the Mágico González brand for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Mágico González brand. After this initial term, we may be required to renegotiate the terms of the licensure of the MG Rights. In addition, Sportech is entitled to terminate the MG License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. The value of the MG Rights depends upon the global recognition of Mágico González’s accomplishments on the soccer pitch. If we are not able to receive favorable terms for the licensure of the MG Rights after the initial term, or if Cádiz CF terminates the MG License Agreement, or if we fail to meet the continued listing standards of Nasdaq, we may lose the right to market the Mágico González brand, and our business and results of operations will be materially adversely affected.
Our proposed products, services and experiences face intense competition.
The sports, and specifically soccer merchandise industry, is highly competitive and fragmented both in the United States and worldwide. We plan to compete internationally with athletic and leisure apparel companies, including both private labels and large companies that have diversified lines of athletic and leisure apparel and other merchandise, some of which have more resources or broader products lines. We also plan to compete with other companies for the production capacity of third-party manufacturers that produce certain of our products. Furthermore, we believe that any future wholesale and/or retail partners will face intense competition from other department stores, sporting goods stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability of their businesses and their ability to conduct business with us.
Brand image and recognition, product offerings and quality, marketing expenditures (including expenditures for advertising and endorsements), innovation and design, sustainability, distribution, pricing, costs of production, customer service, e-commerce platforms, digital services and experiences and social media presence are areas of intense competition. These, in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of new apparel companies and consumer preferences in the markets for apparel constitute significant risk factors in our operations. In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, and the continued proliferation of e-commerce, constitutes a risk factor implicating our operations. Some of our competitors have significant competitive advantages, including longer operating histories, larger and broader consumer bases, more established relationships with a broader set of suppliers, greater brand recognition, and greater financial, research and development, store development, marketing, distribution, and other resources than we do. If we do not adequately and timely anticipate and respond to our competition, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.
Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business.
We intend to establish relationships with professional and collegiate sports organizations, athletes, influencers and other brand ambassadors to develop, evaluate and promote our products, as well as establish product authenticity with consumers. We currently plan to market our initial run of products based on the brand of storied international soccer player, Mágico González. However, as competition in the sports and outdoor industry has increased, the costs associated with establishing and retaining such sponsorships, partnerships and other relationships also have increased. If we are unable to maintain our current associations with such organizations or our brand ambassadors or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.
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Our profitability may decline or our growth may be negatively impacted as a result of increasing pressure on pricing.
Our Mágico González e-commerce industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products, the amount of excess inventory in the marketplace and changes in consumer demand. These factors may cause us to reduce our prices to retailers and consumers or engage in more promotional activity than we anticipate, which could negatively impact our margins and cause our profitability to decline if we are unable to offset price reductions with comparable reductions in our operating costs. Ongoing and sustained promotional activities could negatively impact our brand image. On the other hand, if we are unwilling to engage in promotional activity on a scale similar to that of our competitors, for instance, to protect our premium brand positioning, and unable to simultaneously offset declining promotional activity with increased sales at premium price points, our ability to achieve short-term growth targets may be negatively impacted, which could have a material adverse effect on our results of operations, financial condition and the price of our stock.
Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results.
Significant price fluctuations, including due to inflation, or shortages in raw materials can materially adversely affect our cost of goods sold. In addition, certain of our manufacturers are subject to government regulations related to wage rates, and therefore the labor costs to produce our products may fluctuate. The cost of transporting our products for distribution and sale is also subject to fluctuation due in large part to the price of oil. Generally, our products must be transported by third parties over large geographical distances and an increase in the price of oil can significantly increase costs. Manufacturing delays or unexpected transportation delays have caused and may continue to cause us to rely more heavily on airfreight to achieve timely delivery to our customers. These factors have and may continue to significantly increase our freight costs. Any of these fluctuations may increase the costs we must pay to manufacturers and distributors of products of the Mágico González brand, including clothing apparel and sports merchandise, and as a result, the cost of our products under the Mágico González brand. This may have an adverse effect on our profit margins, results of operations and financial condition.
Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.
There is a risk we may be unable to sell excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows. Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory shortages. Inventory shortages could delay shipments to customers, negatively impact retailer, distributor and consumer relationships and diminish brand loyalty. The difficulty in forecasting demand also makes it difficult to estimate our future results of operations, financial condition and cash flows from period to period. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.
The value of our brand and sales of our products could be diminished if we are associated with negative publicity.
Our business could be adversely impacted if negative publicity regarding our brand, our Company or our business partners diminishes the appeal of our brand to consumers. For example, we do not control the conduct of our future suppliers, manufacturers and licensees of our products so there can be no assurance that they will operate their businesses in compliance with applicable laws and regulations, as well as the social and other standards and policies. Negative publicity regarding production methods, alleged practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our reputation and sales and force us to locate alternative suppliers, manufacturers or licensees. The risk that our planned business partners may not act in accordance with our expectations may be exacerbated in markets where our direct sales, supply chain or logistics operations are not as widespread. From time to time, we may also enter into collaborative arrangements with athletes, designers or other partners. Negative publicity regarding these partners could negatively impact our brand image and result in diminished loyalty to our brand, regardless of whether such claims are accurate. Furthermore, social media can potentially accelerate and increase the scope of negative publicity. This could diminish the value of our proprietary rights or harm our reputation or have a negative effect on our sales and results of operations.
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If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected.
We anticipate that many of our consumers will shop with us through digital platforms. Increasingly, consumers are using mobile-based devices and applications to shop online, and to do comparison shopping, as well as to engage with merchants through digital services and experiences that are offered on mobile platforms.
Any failure on our part to provide attractive, effective, reliable, secure and user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our digital commerce business globally and have a material adverse impact on our business and results of operations. In addition, as use of our digital platforms grows, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers’ needs. If we fail to effectively scale and adapt our digital platforms to accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline.
Our failure to successfully respond to these risks might adversely affect sales in our digital commerce business, as well as damage our reputation and brands.
General Risks Related to Our Business
Our success depends substantially on the value of our brand, and any negative impact on our brand can negatively impact our business and results of operations.
Our success is dependent in large part upon our ability to maintain and enhance the value of our brand, our academy members’ connection to our brand and a positive relationship with our customers. Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Some of these incidents may relate to our policies, the way we manage our relationships with our planned business partners, our growth strategies, our development efforts or the ordinary course of our, or our planned business partners’, businesses. Other incidents that could be damaging to our brand may arise from events that are or may be beyond our ability to control, such as:
| ● | actions taken (or not taken) by one or more business partners or their employees relating to health, safety, welfare or otherwise; | |
| ● | data security breaches or fraudulent activities associated with our and our business partners’ electronic payment systems; | |
| ● | regulatory, investigative or other actions relating to our and our business partners’ data privacy practices; | |
| ● | litigation and legal claims; | |
| ● | third-party misappropriation, dilution or infringement or other violation of our intellectual property; | |
| ● | regulatory, investigative or other actions relating to pricing, billing and cancellation practices; | |
| ● | illegal activity targeted at us or others; and | |
| ● | conduct by individuals affiliated with us which could violate ethical standards or otherwise harm the reputation of our brand. |
Consumer demand for our brand’s value could diminish significantly if any such incidents or other matters erode consumer confidence in us, our facilities, or our reputation as a health and fitness brand, which could materially and adversely affect our results of operations and financial condition.
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If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.
A principal component of our marketing program has been to partner with high-profile marketing partners, such as Sportech, whose parent company is Cádiz CF, to help us extend the reach of our brand. As stated above, our partnership with Sportech relies upon the performance and popularity of the Cádiz CF men’s first team. Additionally, we may not be able to attract and partner with new marketing partners in the future. In addition, if the actions of our partners were to damage their reputation, our partnerships may be less attractive to our current or prospective members. Any of these failures by us or our partners could adversely affect our brand, business and revenues.
Our business and financial results could be adversely affected by weather conditions and natural disasters.
Physical risks, including weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, volcanic activity, droughts, floods, hailstorms, heavy or prolonged precipitation, wildfires and others, can harm our business. Additionally, the physical impacts of climate change may cause these occurrences to increase in frequency, severity and duration. Any such events can temporarily delay our development work and lot sales, unfavorably affect the cost or availability of materials or labor, damage residential lots under construction, lead to changing customer preferences and/or negatively impact demand for residential lots in affected areas. The climates and geology of many of the states in which we or our business partners operate or propose to operate, including Spain, may present increased risks of adverse weather or natural disasters.
Fluctuations in exchange rates may adversely affect our results of operations.
Our functional and reporting currency is U.S. dollars, and substantially all of our costs are denominated in U.S. dollars, however, our future revenues, if any, in Europe will be generated in Euros, and revenues from other jurisdictions may be generated in local currency denominations. We therefore have Euro foreign exchange exposure. We may, now or in the future, enter into foreign exchange contracts to hedge a portion of this transactional exposure. Our results of operations have in the past and will in the future fluctuate due to movements in exchange rates.
We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful.
From time to time, we may explore opportunities to purchase or invest in other businesses, venues or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities, including opportunities that may differ from the Company’s current business. Any transactions that we are able to identify and complete may involve risks, including the commitment of significant capital, the incurrence of indebtedness, the payment of advances, the diversion of management’s attention and resources from our existing business to develop and integrate the acquired or combined business, the inability to successfully integrate such business or assets into our operations, litigation or other claims in connection with acquisitions or against companies we invest in or acquire, our lack of control over certain companies, including joint ventures and other minority investments, the risk of not achieving the intended results and the exposure to losses if the underlying transactions or ventures are not successful. In the future, we may have significant investments in businesses that we account for under the equity method of accounting. Certain of these investments may generate operating losses certain may require additional investments from us in the form of equity or loans. There can be no assurance that any such investments will become profitable individually or in the aggregate or that they will not require material additional funding from us in the future.
We have limited capital resources and will be reliant on our key employees. The loss of any of our key employees or our failure to onboard additional resources will have a material adverse impact on our business and results of operations.
Our executive officers are currently based in Texas, Florida and Spain, and we intend to maintain significant operations in Spain. As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through what we refer to as the Nomadar Spanish Branch, formally named Nomadar Corp. Sucursal en España. The Nomadar Spanish Branch is not a subsidiary of the Company. Following the listing of the Company’s common stock, the Company intends to initially hire between four and six employees to be based in Spain, and an additional two to four employees to be based in the United States. The employees based in Spain would then focus on the advancement of Sportech City, and the business and operations of the Nomadar HPT in Europe and Asia, and the employees based in the United States would focus on the advancement of the Nomadar HPT in the Americas, and the advancement of the Mágico González brand globally. Finally, the development of Sportech City will be extremely capital intensive, and require greater human capital than we currently possess. We will need to onboard additional personnel to operate our business lines as planned. However, there is no guarantee we will be able to onboard the necessary personnel in Spain or the United States, or retain such personnel at favorable terms or at all. There is also no guarantee that we will be able to retain our executive officers or key employees. The loss of any of our executive officers or key employees, or the failure to onboard or retain human capital resources in Spain or the United States, would prevent us from being able to pursue our planned business operations, including but not limited to the construction of Sportech City, and would have a material adverse effect on our business and results of operations.
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Risks Related to Our Intellectual Property, Cybersecurity, and Data Privacy
Our intellectual property rights, including trademarks, trade names, and know-how, may be infringed, misappropriated or challenged by others.
Our intellectual property (including our name), and our business partners’ intellectual property, is important to our continued success. We seek to protect our trademarks, trade names, know-how and other intellectual property by exercising our rights under applicable state, provincial, federal and international laws. Policing unauthorized use and other violations of our intellectual property rights is difficult, and the steps we take may not prevent misappropriation, infringement, dilution or other violations of our intellectual property, especially internationally where foreign nations may not have laws to protect against “squatting,” or in “first-to-file” nations where trademark rights can be obtained despite a third-party’s prior use of our intellectual property. If we were to fail to successfully protect our intellectual property rights for any reason, or if any third-party misappropriates, dilutes, infringes or violates our intellectual property, the value of our brand may be harmed, which could have an adverse effect on our business, results of operations and financial condition.
We may also from time to time be required to initiate litigation to enforce our, or our business partners’, intellectual property rights. Third parties may also assert that we, or our business partners, have infringed, diluted, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us or our business partners. Litigation, even where we are likely to prevail, is inherently uncertain and could divert the attention of management, result in substantial costs and diversion of resources and negatively affect our planned business lines and profitability regardless of whether we are able to successfully enforce or defend our, or our business partners’ rights. Despite our efforts to enforce and defend our, and our business partners’, intellectual property rights, title defects can arise from conduct of third parties that we cannot anticipate or control, or our exclusive ownership and control over our intellectual property (or our business partners’ ownership and control over their intellectual property), especially our, or our business partners’, rights in trademarks and trade secrets, could be diminished or impaired. For example, under U.S. law a third-party’s prior use of a trademark similar to a Nomadar trademark, or a trademark licensed to Nomadar, could impair our rights in such trademarks, which, despite reasonable research and efforts, we may not have been able to discover or anticipate. In addition, our, or our business partners’, trade secrets and confidential information could be compromised through misappropriation or unauthorized disclosure, including through a cyber incident, and, despite our, or our business partners’, reasonable efforts to protect our, or our business partners’ confidential information and trade secrets, and to maintain the proprietary status thereof, the information could be disclosed or a court could rule that legal protections provided to trade secrets are no longer enforceable, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.
Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.
The protection of our future client, customer, employee, and other company data is critical to us. We will collect, store, transmit, and use personal information relating to, among others, clients, Nomadar HPT academy students, employees, consumers, and event participants. We will also collect certain data through our marketing ventures and other means, which may include a range of talent and production information and data provided to us by our, or our business partners’ clients. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential client and customer information. Our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, payment card terminal tampering, computer viruses, misplaced, lost or stolen data, programming or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of client or customer information, whether by us or our third-party service providers, could damage our, or our business partners’ reputation, result in the loss of clients and customers, expose us, or our business partners to risk of litigation and liability or regulatory investigations or actions, disrupt our operations, and harm our business. In addition, as a result of recent security breaches, the media and public scrutiny of information security and privacy has become more intense. As a result, we may incur significant costs to change our business practices or modify our service offerings in connection with the protection of personally identifiable information.
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Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.
There has been a substantial increase in the use and popularity of email, social media and other consumer-oriented technologies, including vlogs, blogs, chat platforms, social media websites and applications, and other forms of internet-based communication, which has increased the speed and accessibility of information dissemination and broadened the pool of consumers and other interested persons. Negative or false commentary about us may be posted on social media platforms or similar devices at any time and may harm our business, brand, reputation, marketing partners, financial condition, and results of operations, regardless of the information’s accuracy. Consumers value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction. In addition, social media platforms provide users with access to such a broad audience that collective action against Nomadar HPT academies, such as boycotts, can be more easily organized. If such actions were organized, we and Sportech could suffer reputational damage as well as physical damage to Sportech’s, and our other business partners’ facilities. Social media and other platforms may in the future be used to attack us, Sportech and our other business partners, our, Sportech’s and our other business partners’, information security systems and our, Sportech’s and our other business partners’, reputation, including through use of spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial of service attacks, password attacks, “Man in the Middle” attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. We are in the process of developing a cyber security policy in an attempt to prevent and respond to these attacks. Nonetheless, these types of attacks are pervasive inside and outside of the industry and could lead to the improper disclosure of proprietary information, negative comments about our brand, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information, which could lead to a decline in the value of our brand, which could have a material adverse effect on our business.
The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our, and our business partners’ businesses by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could subject us to loss and harm our brand and our business, as well as the brand and businesses of our business partners.
We may in the future be subject to cyber incidents or other adverse events that threaten the confidentiality, integrity or availability of information resources, including intentional attacks or unintentional events where parties gain unauthorized access to systems to disrupt operations, corrupt data or steal confidential, personal or other information about customers, vendors and employees. Such attacks have become more common, and many companies have recently experienced serious cyber incidents and breaches of their information technology systems. As our, and our business partners’ reliance on technology increases, so have the risks posed to our, and our business partners’ systems, both internal and those that are outsourced. We and our business partners could also be subject to negative impacts on our businesses caused by cyber incidents relating to third-party vendors. The three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to the relationship with members and private data exposure, which each in turn could create additional risks and exposure. However, these measures do not guarantee that our reputation and financial results will not be adversely affected by such an incident.
Because we accept electronic forms of payment from our respective customers, our business requires the collection and retention of customer data, including credit and debit card numbers and other personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide credit card processing. We also maintain important internal company data, such as personally identifiable information about our employees and information relating to our operations. Our use of personally identifiable information is regulated by federal, state, and foreign laws, as well as by certain third-party agreements. As privacy and information security laws and regulations and contractual obligations with third parties evolve, we may incur additional costs to ensure that we remain in compliance with those laws and regulations and contractual obligations. If our security and information systems are compromised or if we, our employees fail to comply with these laws, regulations, or contract terms, and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation and could disrupt our operations and result in costly litigation, judgments, or penalties arising from violations of federal and state laws and payment card industry regulations.
Under certain laws, regulations and contractual obligations, a cyber incident could also require us to notify customers, employees or other groups of the incident or could result in adverse publicity, loss of sales and profits or an increase in fees payable to third parties. We could also incur penalties or remediation and other costs that could adversely affect the operation of our business and results of operations, which in turn may materially and adversely affect our results of operations and financial condition.
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Risks Related to Our Dependence on Third Parties
Our business depends in part on relationships with certain third parties.
We are dependent on third-party suppliers for certain merchandise, equipment and other goods. Any interruption in our ability to obtain such required goods from third parties or deterioration in their performance could negatively impact these portions of our operations. Furthermore, if our arrangements with any of these third parties are terminated or modified against our interest, we may not be able to find alternative solutions for these portions of our business on a timely basis or on terms favorable to us or at all.
In the future, we may enter into licensing arrangements permitting third parties to use our brand and trademarks. Although we plan to take steps to carefully select our licensing partners, such arrangements may not be successful. Our licensing partners may fail to fulfill their obligations under their license agreements or have interests that differ from or conflict with our own. The inability of such sponsors and commercial partners to meet our quality standards could negatively affect consumer confidence in the quality and value of our brand, which could result in lower product sales. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.
Risks Related to Our Industry
There could be a decline in our popularity or the popularity of soccer.
There can be no assurance that soccer will retain its popularity as a sport around the world and its status in Spain as the so-called “national game,” together with the associated levels of media coverage. Further, there can be no assurance that soccer will reach the same level of popularity in the United States as the sport currently has in countries such as the United Kingdom and Spain. In addition, Cádiz CF could suffer a decline in popularity. Any decline in popularity could result in lower ticket sales, broadcasting revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our securities, including our common stock. Any one of these events or a combination of such events could have a material adverse effect on our business, results of operations, financial condition and cash flow.
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Serious injuries to or losses of Cádiz CF playing staff may affect the team’s performance, and therefore our results of operations and financial condition.
As described elsewhere herein, we believe the popularity of our business is highly dependent upon the success of and popularity of Cádiz CF. Injuries to members of the Cádiz CF playing staff, particularly if career-threatening or career-ending, could have a detrimental effect on the overall success to Cádiz CF and our business. Such injuries could have a negative effect upon Cádiz CF’s performance and may also result in a loss of the income that would otherwise have resulted from a transfer of that player’s registration. In addition, depending on the circumstances, Cádiz CF’s strategy is to maintain a squad of players sufficient to mitigate the risk of player injuries. However, this strategy may not be sufficient to mitigate all financial losses in the event of an injury, and as a result such injury may affect business, results of operations financial condition and cash flow.
We expect our business to be substantially dependent on the popularity and/or competitive success of Cádiz CF, which cannot be assured.
We expect that our financial results will depend in large part on, Cádiz CF remaining popular with its fan bases, and, in varying degrees, on the teams achieving on-field success, which can generate fan enthusiasm, resulting in sustained ticket, premium seating, suite, sponsorship, food and beverage and merchandise sales during the season. Furthermore, success in the regular season may qualify Cádiz CF for participation in post-season playoffs, which provides additional revenue by increasing the number of games played by Cádiz CF and, more importantly, by generating increased excitement and interest in Cádiz CF, which can help drive a number of our revenue streams, including by improving attendance at Cádiz CF games and sponsorships, in subsequent seasons. There can be no assurance that Cádiz CF will maintain continued popularity or compete in post-season play in the future.
Our business could be adversely affected by terrorist activity or the threat of terrorist activity and other developments that discourage congregation at prominent places of public assembly.
The success of our business is dependent upon the willingness and ability of patrons to attend events hosted at Sportech City. Once constructed, Sportech City, like all prominent places of public assembly, could be the target of terrorist activities, including acts of domestic terrorism or other actions that discourage attendance. Any such activity or threatened activity at or near Sportech City, or other similar venues in other locations could result in reduced attendance at Cádiz CF games and other events held at Sportech City and, more generally, have a material negative effect on our business and results of operations. Similarly, a major epidemic or pandemic, or the threat of such an event, has in the past materially affected, and could in the future materially adversely affect attendance at Sportech City, Cádiz CF games, and Sportech City attendance for other events or, depending on its severity, halt Cádiz CF’s and Sportech City’s or our operations entirely. Moreover, the costs of protecting against such incidents could reduce the profitability of our operations. In addition, such events or the threat of such events may harm our or our affiliates’ ability to obtain or renew insurance coverage on favorable terms or at all.
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We will be subject to governmental regulation, which can change, and any failure to comply with these regulations may have a material negative effect on our proposed business lines and results of operations.
We will be subject to governmental regulations affecting our business. These include, but are not limited to, data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive, and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.
The data protection landscape is rapidly evolving in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these future laws and regulations may have on our business.
In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.
Our proposed business may in the future be subject to a variety of other laws and regulations, including working conditions, labor, immigration and employment laws; and health, safety and sanitation requirements. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our businesses. Any changes to the legal and regulatory framework applicable to our businesses could have an adverse impact on our business and results of operations.
Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.
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Our proposed international expansion and operations in foreign markets is speculative and will expose us to risks associated with international sales and operations.
While we currently have a lack of business operations, we intend to continue to expand different lines of business internationally and operate in select foreign markets. Managing a global organization is difficult, time consuming and expensive. Our inexperience in operating our Company’s proposed businesses globally increases the risk that any future international expansion efforts that we may undertake will not be successful and such expansion is speculative at this time. In addition, conducting international operations subjects us to risks such as the lack of familiarity with and unexpected changes in foreign regulatory requirements; difficulties in managing and staffing international operations; fluctuations in foreign exchange rates; potentially adverse tax consequences, including foreign value added tax systems, and restrictions on repatriation of earnings; the burdens of complying with a wide variety of foreign laws and legal standards; increased financial accounting and reporting burdens and complexities; the lack of strong intellectual property regimes and political, social and economic instability abroad. Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.
In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and similar laws. Our efforts undertaken to comply with respect to these laws may not prevent our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations from taking actions in violation of such policies and procedures. Any such violation, even if prohibited by our policies and procedures or the law, could have a material adverse effect on our reputation, results of operations, financial condition and the price of our common stock.
Fans attending professional soccer games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses.
Personal injuries and accidents involving fans attending professional soccer games have occurred, and may in the future occur, which could subject Cádiz CF to claims and liabilities for personal injuries which could increase expenses. While Cádiz CF maintains insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect Cádiz CF from material financial loss for personal injuries sustained by persons at its stadium, there can be no assurance that such insurance will be adequate at all times and in all circumstances.
Moreover, personal injuries and accidents involving patrons attending Sportech City, may in the future occur, which could subject us to claims and liabilities for personal injuries which could increase expenses. While we maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect Sportech City from material financial loss for personal injuries sustained by persons at Sportech City, there can be no assurance that such insurance will be adequate at all times and in all circumstances.
Our commercial partners may be unable to recruit, train and/or retain qualified coaches, teachers, mentors, and other skilled professionals for the Nomadar HPT.
Effective coaches, teachers and mentors are critical to maintaining the quality of the Nomadar HPT soccer training system and curriculum and assisting student players with their abilities. The educational content and trainings the Nomadar HPT provides are a combination of content developed in-house, by teachers, coaches and mentors. Teachers, coaches and mentors must have strong interpersonal communications skills to be able to effectively instruct students players.
There is a limited pool of qualified individuals with the attributes required to teach and train the Nomadar HPT target student players. We must provide continuous training to teachers, coaches and mentors so that they can stay abreast of changes in student demands, standards and other key trends necessary to teach and train effectively. We may not be able to recruit, train and retain enough qualified teachers, coaches and mentors to keep pace with the growth of the Nomadar HPT while maintaining consistent teaching quality.
Shortages of qualified teachers, coaches or mentors, or decreases in the quality of the Nomadar HPT instruction or the amount and quality of educational content the Nomadar HPT can produce and offer as a result, whether actual or perceived, would have an adverse effect on our business.
The success of the Nomadar HPT also depends in large part on our senior management and key personnel as well as in general upon highly trained finance, technical, recruiting and marketing professionals in order to operate the Nomadar HPT, increase revenues from our existing products and services and to launch new product offerings. If any of these employees leave us or the Nomadar HPT and we fail to effectively manage a transition to new personnel, or if there is a shortage in the number of people with the requisite skills or we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, including the Nomadar HPT, financial conditions and results of operations could be adversely affected.
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We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.
We have entered into the HPT License Agreement, pursuant to which Cádiz CF has granted Nomadar a worldwide license to commercialize the Nomadar HPT for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Nomadar HPT. After this initial term, we may be required to renegotiate the terms of the licensure of the HPT Rights. In addition, Cádiz CF is entitled to terminate the HPT License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. If we are not able to receive favorable terms for the licensure of the HPT Rights after the initial term, or if Cádiz CF terminates the HPT License Agreement, or if we fail to meet the continued listing standards of Nasdaq, we may lose the right to market the Nomadar HPT, and our business and results of operations will be materially adversely affected. Finally, to the extent that Cadiz CF controls the Company, it can decide to amend the HPT License Agreement on terms unfavorable to the Company, which could have a material adverse effect on our business and results of operations.
Failure to attract and retain students to enroll in programs which utilize the Nomadar HPT, or failure to onboard partner organizations to utilize the Nomadar HPT, may have a material adverse impact on our business and prospects.
The success of our business depends in part on the number of enrollments in organizations which will utilize the Nomadar HPT, and the amount we charge for use of the Nomadar HPT. As a result, our ability to attract students to enroll in the organizations which utilize the Nomadar HPT, and attract commercial partners to utilize the Nomadar HPT, are each critical to the continued success and growth of our business. This, in turn, will depend on several factors, including, among others, our ability to develop the Nomadar HPT new training programs and enhance existing training programs to respond to the changes in market trends and student demands, to maintain our consistent and high teaching quality, to market our programs successfully to a broader prospective student base, and to develop additional high-quality training content.
If the Nomadar HPT students or their parents perceive that the Nomadar HPT’s education and training program quality deteriorated due to unsatisfying learning experiences, which may be subject to a number of subjective judgments that we have limited influence over, our overall market reputation may diminish, which in turn may affect our word-of-mouth referrals and ultimately the Nomadar HPT student enrollment. In addition, the expansion of the Nomadar HPT offering of trainings, courses and services may not succeed due to competition, our failure to effectively market the Nomadar HPT courses, trainings and services (whether due to defects in our marketing tools and/or failure to adjust our strategy in order to meet the needs of current and potential students), maintain the quality of the Nomadar HPT courses, trainings and services, or other factors. We may be unable to develop and offer additional content on commercially reasonable terms and in a timely manner, or at all, to keep pace with changes in market trends and student demands. If we are unable to control the rate of student attrition, which can be affected by various factors outside our control such as students’ personal circumstances and local socioeconomic factors, the Nomadar HPT overall enrollment levels are likely to decline or if we are unable to charge enrollment fees that are both competitive and cover our rising expenses, our business, financial condition, cash flows and results of operations may be materially adversely affected.
We may be unable to manage and adapt to changes in technology, and this could have a material adverse effect on our business and results of operations.
We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change.
The actions of La Liga may have a material negative effect on our business and results of operations.
The governing bodies of La Liga have imposed, and may impose in the future, various rules, regulations, guidelines, bulletins, directives, policies and agreements (collectively, “League Rules”), which could have a material negative effect on our business and results of operations. Changes to League Rules, or the adoption of new League Rules, could have a material negative effect on our business and results of operations. If new League Rules pass that limit our ability to operate our business as we have planned or otherwise affect the payments made to us, we may be unable to achieve our goals and strategies or increase our revenue.
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Risks Related to This Direct Listing and Ownership of Our Common Stock
The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.
This is not an underwritten initial public offering of common stock. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:
| ● | There are no underwriters engaged on a firm-commitment basis. Consequently, prior to the opening of trading on Nasdaq, there will be no traditional book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of trading of our common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an initial public offering underwritten on a firm-commitment basis. Moreover, there will be no underwriters engaged on a firm-commitment underwritten basis assuming risk in connection with the initial resale of shares of our common stock. In an initial public offering underwritten on a firm-commitment basis, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the market price of shares. Given that there will be no underwriters’ option to purchase additional shares and no underwriters engaging in stabilizing transactions, there could be greater volatility in the public price of our common stock during the period immediately following the listing. For more information, see “— Our shares of common stock have no prior public market. An active trading market may not develop or continue to be liquid and the market price of our shares of common stock may be volatile.” |
| ● | There is not a fixed number of shares of common stock available for sale. Therefore, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any or all of their common stock and there may initially be a lack of supply of, or demand for, our common stock on Nasdaq. Alternatively, we may have a large number of Registered Stockholders or other existing stockholders who choose to sell their common stock in the near term resulting in an oversupply of our common stock, which could adversely impact the public price of our common stock once listed on Nasdaq and thereafter. |
| ● | Other than the Restricted Stockholders (as defined in the section titled “Shares Eligible for Future Sale”), none of our Registered Stockholders or other existing stockholders have entered into contractual lock-up agreements or other contractual restrictions on transfer. In a firm-commitment underwritten initial public offering, it is customary for most of an issuer’s stockholders to enter into a contractual lock-up arrangement with the underwriters to help promote orderly trading immediately after such initial public offering. Consequently, any of our stockholders, other than the Restricted Stockholders, may sell any or all of their common stock at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant volume in a short period of time following our listing, it may result in an oversupply of our common stock in the market, which could adversely impact the public price of our common stock. |
| ● | We will not conduct a traditional “roadshow” with underwriters prior to the opening of trading on Nasdaq. Instead, we intend to host an investor day, as well as engage in certain other investor education meetings. In advance of the investor day, we will announce the date for such day over financial news outlets in a manner consistent with typical corporate outreach to investors. We will prepare an electronic presentation for this investor day, which will have content similar to a traditional roadshow presentation, and make one version of the presentation publicly available, without restriction, on a website. There can be no guarantees that the investor day and other investor education meetings will have the same impact on investor education as a traditional “roadshow” conducted in connection with a firm-commitment underwritten initial public offering. As a result, there may not be efficient price discovery with respect to our common stock or sufficient demand among investors immediately after our listing, which could result in a more volatile public price of our common stock. |
| ● | Moreover, consistent with Regulation M and other federal securities laws applicable to our direct listing, we have not consulted with Registered Stockholders or other existing stockholders regarding their desire or plans to sell shares in the public market following the direct listing or discussed with potential investors their intentions to buy our Class A common stock in the open market. While our Class A common stock may be sold after our direct listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act, unlike an underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of Class A common stock, and there may initially be a lack of supply of, or demand for, Class A common stock on Nasdaq. Conversely, there can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of Class A common stock, resulting in an oversupply of our Class A common stock on Nasdaq.
We cannot assure you that an active trading market for our Class A common stock will develop on such exchange or elsewhere or, if developed, that any market will be sustained. Further, institutional investors may be discouraged from purchasing our Class A common stock if they are unable to purchase a block of our Class A common stock in the open market in a sufficient size for their investment objectives due to a potential unwillingness of our existing stockholders to sell a sufficient amount of Class A common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Class A common stock in a sufficient amount for their investment objectives, the market for our Class A common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Class A common stock.
In the case of a lack of demand for our Class A common stock, the trading price of our Class A common stock could decline significantly and rapidly after our listing. Therefore, an active, liquid, and orderly trading market for our Class A common stock may not initially develop or be sustained, which could significantly depress the trading price of our Class A common stock and/or result in significant volatility. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock. |
Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any common stock that you may purchase.
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Our common stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile.
We expect our common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our common stock may not develop or be sustained after the listing, which could depress the market price of shares of our common stock and could affect the ability of our stockholders to sell our common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by selling shares of our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our common stock as consideration.
In addition, we cannot predict the prices at which our common stock may trade on Nasdaq following the listing of our common stock, and the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of shares of our common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”
Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.
Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.
In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock.
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The public price of our common stock following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:
| ● | changes in the industries in which we operate; |
| ● | variations in our operating performance and the performance of our competitors in general; |
| ● | actual or anticipated fluctuations in our quarterly or annual operating results; |
| ● | publication of research reports by securities analysts about us or our competitors or our industry; |
| ● | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
| ● | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
| ● | additions and departures of key personnel; |
| ● | changes in laws and regulations affecting our business; |
| ● | commencement of, or involvement in, litigation involving us; |
| ● | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
| ● | the volume of shares of our common stock available for public sale; and |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our common stock on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.
Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.
We currently expect our common stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock and there has not been a sustained history of trading in our common stock in “over-the-counter” markets. While our common stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, common stock on Nasdaq. As described herein, certain shares of our common stock outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of common stock, resulting in an oversupply of our common stock on Nasdaq. In the case of a lack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our common stock, the market for our common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our common stock. In the case of a lack of market demand for our common stock, the trading price of our common stock could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.
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The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of the common stock to decline and would result in the dilution of your holdings.
The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of our common stock to decline. Sportech, our directors and officers and certain of their affiliates, have entered into lock-up agreements. These lock-up agreements provide that, subject to certain exceptions, no Restricted Stockholder may sell, transfer or dispose of, directly or indirectly, any of the common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 365 days following the date our common stock is listed for trading. A percentage of the shares held by each Restricted Stockholder will become unrestricted 180, 210, and 270 days following the date our common stock is listed, provided certain trading price and trading volume thresholds are met. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, the shares of common stock held by the Restricted Stockholders may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common stock. For more information, see the section titled “Shares Eligible for Future Sale” herein.
We will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules upon the Direct Listing because our insiders will beneficially own more than 50% of the voting power of our outstanding voting securities, and based on such status we can rely on exemptions from certain corporate governance requirements that could adversely affect holders of the Company’s common stock.
Upon completion of this Direct Listing, Sportech will collectively beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our common stock, due to a combination of their ownership of shares of Class A common stock, and 2,500,000 shares of our Class B common stock. As such, we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. In the event that we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors, and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our shares of common stock to be less attractive to certain investors or otherwise harm our trading price. For example, our majority stockholder, Sportech, may be able to control the outcome of certain proposals requiring stockholder approval that are brought to a vote for stockholders, including, but not limited to, (i) election of directors; (ii) amendments to the Company’s organizational documents; (iii) adoption of stock option plans and employee benefits plans involving directors and officers; (iv) mergers, acquisitions, or other reorganizations, recapitalizations, or changes in stockholders’ rights or certain other strategic or material transactions that require stockholder approval; (v) sales, leases, exchanges, or other dispositions of all or substantially all of the Company’s assets; and (vi) dissolution of the Company. As a result, you would not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
The holder of our shares of Class B common stock has additional rights and privileges which allow the holders to exert additional control over the Company.
We have 2,500,000 shares of Class B common stock issued and outstanding. As described elsewhere herein, each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sportech. This represents voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. Following the completion of our direct listing, the holder of our Class B common stock will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest. As such, holders of our common stock will not be afforded the same protection if such shares of Class B common stock were not issued and outstanding.
U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management or executive officers and the experts named in this prospectus.
Certain members of our senior management, executive officers, and board of directors named in this prospectus are non-residents of the United States, and a substantial portion of the assets of such persons are located outside the United States. As a result, it may be impracticable to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securities laws of the United States. Even if you are successful in bringing such an action, there is doubt as to whether Spanish courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Spain or elsewhere outside the United States. An award for monetary damages under U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Spain will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and Spain do not currently have a treaty or statute providing for recognition and enforcement of the judgments of the other country (other than arbitration awards) in civil and commercial matters.
As a result, our U.S. public shareholders may have more difficulty in protecting their interests through actions against us, our management or our directors than would shareholders of a corporation incorporated in a jurisdiction in the United States.
You may be diluted by future issuances of preferred stock or additional common stock in connection with the SEPA, our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
Our amended and restated certificate of incorporation authorizes us to issue shares of common stock and options, rights, warrants and appreciation rights relating to our common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of shares of common stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our common stock. In addition, we may initially issue up to 3,000,000 shares of Class A common stock pursuant to the 2025 Plan (as defined below), plus additional shares of Class A common stock equal to 5% of our issued and outstanding Class A common stock on an annual basis, pursuant to an “evergreen” provision set forth in the 2025 Plan. See the section entitled “Executive and Director Compensation—Equity Incentive Plans.”
The Registration Rights Agreement entered with Yorkville in connection with the SEPA provides that, no later than 21 days following the effectiveness of the Direct Listing, we will file a registration statement to register a number of shares of common stock having an aggregate value of up to $30 million. The number of shares of common stock issuable under the SEPA is not known at this time, and the number of shares we register under such registration statement will be based, in part, on the value of our common stock at the time the subsequent registration statement is filed. For example, assuming all shares issued under the SEPA are sold at a price of $20 per share, this would represent the issuance of up to 1,500,000 shares of common stock. However, assuming all shares issued under the SEPA are sold at a price of $5 per share, this would represent the issuance of up to 6,000,000 shares of common stock. The number of shares issuable in connection with the SEPA is not knowable at this time, and will depend, in part, on the trading price of our Class A common stock. See “Standby Equity Purchase Agreement” for more information.
In addition, the future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our common stock, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our common stock.
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The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price, causing economic dilution to the holders of common stock.
Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the common stock you purchase following this Direct Listing will be your sole source of gain for the foreseeable future.
We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) December 31, 2030, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.
It is possible that some investors will find our common stock less attractive as a result of the foregoing, which may result in a less active trading market for our common stock and higher volatility in our stock price.
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Our management and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
As of June 27, 2025, our executive officers and directors, together with our five percent or greater stockholders and their respective affiliates, beneficially own, in the aggregate, approximately 94.82% of the voting power of the Company. To the extent that the same group continues to own a significant percentage of our common stock following this Direct Listing, these stockholders, if they act together, will be able to control the management and affairs of our company and most matters requiring stockholder approval, including the election of directors, amendments of our organizational documents and approval of any merger, sale of substantially all our assets or other significant corporate transactions. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you or other stockholders may feel are in your or their best interest as one of our stockholders.
Provisions of our amended and restated certificate of incorporation and bylaws, in each case, may delay or prevent a take-over that may not be in the best interests of our stockholders.
Provisions of our amended and restated certificate of incorporation and bylaws, in each case, may be deemed to have anti-takeover effects, which include, among others, (i) the existence of our Class B common stock, which is entitled to 20 votes per share, as more particularly described elsewhere in this prospectus, (ii) who can fill vacancies of our board of directors, (iii) supermajority voting thresholds for the removal of members of our board, and (iv) when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.
In addition, our amended and restated certificate of incorporation authorizes the issuance of shares of preferred stock which will have such rights and preferences determined from time to time by our board of directors. Our board of directors may, without stockholder approval (except as may be required under Nasdaq rules), issue additional preferred shares with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. Further, our amended and restated certificate of incorporation authorizes the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan (also known as a “poison pill”).
Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action arising pursuant to any provision of the General Corporation Law of the State of Delaware, or the DGCL, our certificate of incorporation or our bylaws or (d) any action asserting a claim governed by the internal affairs doctrine and (ii) to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our common stock will be deemed to have had notice of and consented to the forum selection clause in our amended and restated certificate of incorporation described in this paragraph.
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The foregoing provision would not preclude stockholders that assert claims under the Exchange Act, from bringing such claims in federal court, to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.
We believe our choice of forum provision may benefit us by providing increased consistency in the application of Delaware law by chancellors and judges particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims. In addition, while the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the choice of forum provision, and there can be no assurance that such provision will be enforced by a court in those other jurisdictions. If a court were to find the choice of forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
Securities research analysts may establish and publish their own periodic projections for our Company. These projections may vary widely and may not accurately predict the results we actually achieve. The price of our common stock may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.
The obligations associated with being a public company require significant resources and management attention.
As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur as a private company. We are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the listing requirements of the Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increases demand on our systems and resources. The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting and requires our independent registered public accounting firm to attest to the effectiveness of such internal control. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our internal controls or the level at which such controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to generate revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price. The material weaknesses in our internal controls over financial reporting relating to our entity level and financial close and reporting control environments identified in accordance with Section 404 could have a material adverse effect on our business, financial condition, and results of operations if they are not remediated.
Furthermore, the demands of being a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to continue to meet our reporting obligations as a public company. However, the measures we have taken, and will continue to take, may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.
We may not be able to maintain a listing of our Common Stock on Nasdaq.
If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we fail to meet any of Nasdaq’s continued listing standards or we violate Nasdaq listing requirements, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock may result in a determination that the common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment. In addition, if our common stock is no longer traded on Nasdaq, or another U.S. national securities exchange, Cádiz CF would be entitled to terminate the MG License Agreement and the HPT License Agreement. For more information, see the risk factors titled “We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future” and “We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.”
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, those described in the “Risk Factors” section of this prospectus.
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
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This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.
In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.
The source of certain statistical data, estimates, and forecasts contained in this prospectus are independent industry publications or reports, as noted throughout the registration statement of which this prospectus forms a part.
The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.
TRADEMARKS, SERVICE MARKS AND TRADENAMES
We own, otherwise have rights, or have applied for trademarks, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks and tradenames. We do not intend our use or display of other entities’ trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other entities.
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The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent any Registered Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock. See “Principal and Registered Stockholders.”
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt securities or credit facility. Additionally, our plan to borrow funds will likely involve entering to loan covenants restricting the payment of dividends.
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The following table sets forth our cash and capitalization as of March 31, 2025.
This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes appearing elsewhere in this prospectus.
| As of March 31, 2025 | ||||||||
| (Actual) | (Pro Forma)(1) | |||||||
| Balance Sheet Data: | ||||||||
| Cash | $ | 26,859 | $ | 26,859 | ||||
| Note receivable - related party | $ | — | $ | 8,500,000 | ||||
Stockholder loan | $ | 467,468 | $ | 467,468 | ||||
| Stockholders’ (deficit) equity: | ||||||||
| Class A Common Stock; $0.000001 par value per share; 80,000,000 shares authorized; 11,581,218 issued and outstanding at March 31, 2025. | $ | 12 | $ | 12 | ||||
| Class B Common Stock; $0.000001 par value per share; 10,000,000 shares authorized; 2,500,000 shares issued and outstanding at March 31, 2025. | 3 | 3 | ||||||
| Additional paid-in capital | 50,840 | 8,550,839 | ||||||
| Accumulated deficit | (1,703,872 | ) | (2,703,872 | ) | ||||
| Total stockholders’ (deficit) equity | $ | (1,653,017 | ) | $ | 5,846,983 | |||
| Total capitalization | $ | (1,185,549 | ) | $ | 6,314,451 | |||
| (1) | 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 has an outstanding principal balance at the time of assignment of $8.5 million due on February 23, 2027 and is effectively collateralized by the land owned by Sportech. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A Common Stock and (ii) agreed to pay to Cádiz CF $1 million within 24 months from the date of the Assignment Agreement. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Company Overview and Recent Developments
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.
Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.
Reverse Stock Split
On November 27, 2024, the Company’s board of directors and a majority of our stockholders approved the Amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the outstanding shares of the Company’s Class A common stock and Class B common stock, each at a ratio of one-for-two (1-for-2). The Amendment became effective on the same date, upon filing of the Amendment with the Secretary of State of the State of Delaware. As a result of the Reverse Stock Split, every two (2) shares of the Company’s issued and outstanding Class A common stock, and every two (2) shares of the Company’s issued and outstanding Class B common stock, automatically and without any action of the Company or any holder thereof, were combined into one (1) validly issued and non-assessable share of Class A common stock or Class B common stock, as applicable, resulting in 11,581,218 post Reverse Stock Split shares of Class A common stock and 2,500,000 post Reverse Stock Split shares of Class B common stock. No fractional shares were issued to any stockholder of the Company, and in lieu of issuing any such fractional shares, any fractional shares resulting from the Reverse Stock Split if applicable, were be rounded up to the nearest whole share of common stock. The shares of common stock as adjusted for the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock nor did it change the authorized shares of preferred stock or the relative voting power of holders of the outstanding common stock. All share and per share amounts have been retroactively adjusted for the Reverse Stock Split.
Standby Equity Purchase Agreement
On May 20, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which the Company has the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of its 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 the Company’s option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.
Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated, to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.
The shares of Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 95% of the lowest daily volume weighted exercise price (“VWAP”) of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice.
In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,” and together, the “Pre-Paid Advances”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on May 22, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, the second Pre-Paid Advance will be disbursed within two days of the filing of Amendment No. 1 to this Form S-1 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance will be in a principal amount of $2 million and advanced on the later of the second trading day following: (i) the effectiveness of this Registration Statement and (ii) the effectiveness of the Direct Listing.
The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the Convertible Note issued in connection with each Pre-Paid Advance will be May 20, 2026. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at any time at a fixed conversion price equal to $8.00, subject to the terms of the Convertible Notes.
Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), the Company shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, the Company shall pay the principal amount of $750,000 plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. At any time or times on or after any Installment Date, the Investor shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding under a Convertible Note until such amount has been paid into shares at a price per share equal to 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price” and collectively with the Fixed Price, the “Conversion Price”), but which Variable Price shall not be lower than the $1.60 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.
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.
Under the applicable Nasdaq rules, in no event may the Company issue to Yorkville under the Purchase Agreement more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, the Company may not issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock.
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The Company will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.
The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment Amount. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible Notes. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither the Company nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.
As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Yorkville, (i) a due diligence fee in the amount of $25,000 and (ii) a commitment fee equal to 37,500 shares of common stock, issued upon the execution of the SEPA.
In connection with the SEPA, on May 20, 2025 the Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to register all of the shares of common stock issuable upon conversion of the Convertible Notes and all of the shares of common stock issuable under the SEPA pursuant to an Advance. The Company is registering under this prospectus 937,500 shares of common stock issuable to Yorkville, which represents (i) 37,500 shares issued to Yorkville as commitment shares, at a stated value of $8.00 per share, and (ii) 900,000 shares issuable upon conversion of the Convertible Notes. Following the Direct Listing, the Company will use its best efforts to file one or more registration statements to register any additional shares of common stock issued to Yorkville pursuant to the Convertible Notes and the SEPA.
Reduction to Authorized Shares
On January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A common stock, having a par value of $0.000001, was reduced from 800,000,000 to 80,000,000. The number of authorized shares of Class B common stock, having a par value of $0.000001, was reduced from 50,000,000 to 10,000,000. The number of authorized shares of Class C common stock, having a par value of $0.000001, was reduced from 75,000,000 to 0. The number of authorized shares of preferred stock, having a par value of $0.000001, was reduced from 75,000,000 to 10,000,000.
Multi-Purpose Event Center
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain. 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 seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.
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 Nomadar not only contributes to the development of future stars but also builds 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 its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity but also fosters a strong emotional connection with its 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 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”
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 Nomadar 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 Nomadar has 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. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company 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 the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company 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.
As of 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 a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.
Stadium Events
On October 30, 2024, the Company and Cádiz CF entered into the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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.
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 Nomadar 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.
The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.
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Relationship Between the Company, Sportech, and Cádiz CF
Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be 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.
As described here and elsewhere in this prospectus, the Company, Cádiz CF and Sportech will maintain various business relationships following the Direct Listing. For example:
| ● | We entered into the Sportech Loan, which provides that the Company may borrow up to $1 million from Sportech, from time to time. As of the date hereof, the Company has drawn down $467,468 under this facility. | |
| ● | On November 1, 2024, the Company entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027. | |
| ● | On October 30, 2024, the Company entered into an agreement with Cádiz CF, which granted the Company rights to use Mirandilla Stadium, for the organization of events. | |
| ● | The Company 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. |
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.
For further information on the related party arrangements, refer to “Note 4. Related Party Transactions” of the accompanying financial statements as of and year ended December 31, 2024 included elsewhere in this report.
Results of Operations and Known Trends or Future Events
Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s 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 after this listing. After this listing, 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. We expect our expenses to increase substantially after the closing of this listing.
For the three months ended March 31, 2025, we had a net loss of $291,319. The primary driver of the net loss was professional fees of $253,997 related to Form S-1 filing requirements and legal, accounting and auditing services performed in preparation for the Proposed Direct Listing. We also earned revenue of $186,937 and incurred costs of sales of $176,388, general and administrative expenses of $45,459, and interest expense relating to the stockholder loan of $5,048.
For the three months ended March 31, 2024, we had a net loss of $109,508. This resulted from professional fees of $108,510, general and administrative expenses of $455, and interest expense relating to the stockholder loan of $543.
For the year ended December 31, 2024, we had a net loss of $1,372,991. The primary driver of the net loss was professional fees of $1,274,941 related to Form S-1 filing requirements and legal, accounting and auditing services performed in preparation for the Proposed Direct Listing. We also earned revenue of $8,025 and incurred general and administrative expenses of $92,018 and interest expense relating to the stockholder loan of $7,630.
For the period from August 8, 2023 (inception) through December 31, 2023, we had a net loss of $39,562. This resulted from general and administrative expenses of $38,892, and interest expense relating to the stockholder loan of $267.
Liquidity and Capital Resources; Going Concern Consideration
As of March 31, 2025, the Company had $26,859 in cash and a working capital deficit of $1,185,549. The Company has incurred a net loss for the three months ended March 31, 2025 of $291,319. As of March 31, 2025, the Company had an accumulated deficit of $1,703,872. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial statements elsewhere in this prospectus are available to be issued.
As of December 31, 2024, the Company had $417 in cash and a working capital deficit of $873,034. The Company has incurred a net loss and negative cash flows from operating activities for the year ended December 31, 2024 of $1,372,991 and $500,282, respectively. As of December 31, 2024, the Company had an accumulated deficit of $1,412,553. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial statements elsewhere in this prospectus are available to be issued.
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 associated with the close of the Proposed Direct Listing. In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025 (the “Contribution Agreement”), pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, contingent upon the listing of the Company on a U.S. national stock exchange through the Proposed Direct Listing. Lastly, the Company 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 the Company’s common stock, including funding a prepaid advance of $3 million, $0.5 million of which was funded at closing of the financing agreement, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective. There is no assurance that the Company’s plans to complete the Proposed Direct Listing or to otherwise raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company 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, the Company may be required to raise additional cash through alternative debt or equity transactions. It 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 the Company’s ability to continue as a going concern.
Cash Flows
The following table presents the major components of net cash flows used in and provided by operating and financing activities, for the for the three months ended March 31, 2025 and 2024, respectively.
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | 47,638 | $ | (50,530 | ) | |||
| Financing activities | (21,196 | ) | 65,000 | |||||
| Net increase in cash | $ | 26,442 | $ | 14,470 | ||||
The following table presents the major components of net cash flows used in and provided by operating and financing activities, respectively, for the year ended December 31, 2024 and for the period from August 8, 2023 (inception) through December 31, 2023.
| For the Year Ended December 31, 2024 | For the Period from August 8, 2023 (inception) through December 31, 2023 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (500,282 | ) | $ | (38,820 | ) | ||
| Financing activities | 486,069 | 53,450 | ||||||
| Net (decrease)/increase in cash | $ | (14,213 | ) | $ | 14,630 | |||
Cash Flows from Operating Activities
For the three months ended March 31, 2025, we incurred a net loss of $291,319. Net cash provided by operating activities was $47,638. Changes in operating assets and liabilities included a $536,022 increase in accounts payable related to professional fees and costs of sales incurred, a $5,049 increase in interest payable - stockholder loan, and a $16,240 decrease in accounts receivable related to collection of an up-front fee on a stadium event contract and billed amounts pertaining to HPT program services rendered.
For the three months ended March 31, 2024, we incurred a net loss of $109,508. Net cash used in operating activities was $50,530. Changes in operating assets and liabilities included a $58,509 increase in accounts payable related to professional fees incurred and a $544 increase in interest payable - stockholder loan.
For the year ended December 31, 2024, we incurred a net loss of $1,372,991. Net cash used in operating activities was $500,282. Changes in operating assets and liabilities included a $599,716 increase in accounts payable and a $273,279 increase in accrued expenses, both primarily related to professional fees incurred, and a $7,630 increase in interest payable - stockholder loan, offset by a $7,916 increase in accounts receivable related to an up-front fee on a stadium event contract and billed amounts pertaining to HPT program services rendered.
For the period from August 8, 2023 (inception) through December 31, 2023, we incurred a net loss of $39,562. Net cash used in operating activities was $38,820. Changes in operating assets and liabilities included a $475 increase in accrued expense liabilities and a $267 increase in interest payable - stockholder loan.
Cash Flows from Financing Activities
For the three months ended March 31, 2025, net cash used in financing activities was $21,196. Net cash used in financing activities was comprised of payments made on the stockholder loan of $21,196.
For the three months ended March 31, 2024, net cash provided by financing activities was $65,000. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $50,000 and proceeds from the issuance of common stock of $15,000.
For the year ended December 31, 2024, net cash provided by financing activities was $486,069. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $453,469 and proceeds from the issuance of common stock of $32,600.
For the period from August 8, 2023 (inception) through December 31, 2023, net cash provided by financing activities was $53,450. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $35,195 and proceeds from the issuance of common stock of $18,255.
Contractual Obligations and Commitments
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 March 31, 2025, the Company had borrowed $467,468.
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 the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027 (each 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, 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.
On May 20, 2025, the Company entered into the SEPA with a third party investor pursuant to which the third party commits to purchase up to $30 million of Class A Common Stock. The third party will fund a pre-paid advance of $3 million, $0.5 million of which was funded at closing of the SEPA, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective.
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the reported amounts of expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.
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Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. At this stage in our operations, management has not identified any critical accounting policies or matters that should be considered for disclosure so as to assist the reader of the financial statements with better understanding of data provided. Other than those disclosed below, there are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.
Revenue Recognition
Overview
The Company generates revenue from the following sources: (1) HPT program services and (2) contracts for events held at the Nuevo Mirandilla Stadium.
In accordance with Accounting Standards Codification (“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. |
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
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 First Division 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.
Stadium Events
Deferred revenue balances consist of the up-front fee paid to the Company at the time of closing of the contract with the third party event coordinator. This deferred revenue will be recognized in revenue upon occurrence of the event. Deferred revenue attributable to stadium events is reported as current liabilities. The Company did not recognize any revenue related to the hosting of stadium events through March 31, 2025.
Risks and Uncertainties
We cannot be certain that an active trading market for our common stock will develop or be sustained following the completion of this offering.
Prior to the completion of this offering, there has been no public market for our common stock. We cannot be certain that an active trading market for shares of our common stock will develop or be sustained following the completion of this offering. An inactive trading market could also impair our ability to raise capital by selling shares of our common stock, our ability to attract and motivate our employees through equity incentive awards and our ability to acquire businesses, brands, assets or technologies by using shares of our common stock as consideration.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
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Background
We were incorporated in the State of Delaware in August 2023 as Sportech City USA, Corp, and changed our name to Nomadar, Corp. in December 2023. We are a subsidiary of Sportech. Sportech is a wholly-owned subsidiary of Cádiz CF, a Spanish professional soccer club based in Cádiz, Andalusia that competes in the Segunda División of La Liga.
Company Overview
We are the innovation arm of Cádiz CF, a professional soccer club which currently competes in the Segunda División of La Liga. We currently have four proposed or active business verticals, which are in various stages of development.
Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.
Multi-Purpose Event Center
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.
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 seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.
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, tourism, health, and technology as Nomadar not only contributes to the development of future stars but also builds 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 its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity but also fosters a strong emotional connection with its 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 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”
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 Nomadar 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 Nomadar has 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. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company 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 the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company 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.
As of 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 a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.
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Stadium Events
On October 30, 2024, the Company and Cádiz CF entered the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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.
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 Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.
The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.
Soccer Academies
Although we have not entered into any agreement to date, and we do not currently operate any soccer academies, we intend to enter into agreements, including but not limited to acquisition and assignment agreements, whereby we will operate soccer academies in the United States and Europe. The Nomadar HPT would be offered as a part of these academies to all academy participants.
Relationship Between the Company, Sportech, and Cádiz CF
Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be 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.
As described here and elsewhere in this prospectus, the Company, Cádiz CF and Sportech will maintain various business relationships following the Direct Listing. For example:
| ● | We entered into the Sportech Loan, which provides that the Company may borrow up to $1 million from Sportech, from time to time. As of the date hereof, the Company has drawn down $467,468 under this facility. | |
| ● | On November 1, 2024, the Company entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027. | |
| ● | On October 30, 2024, the Company entered into an agreement with Cadiz CF, which granted the Company rights to use Mirandilla Stadium, for the organization of events. | |
| ● | The Company 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. |
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.
Our Location – Spain; Andalusia
Spain shines as a premier destination, not merely for its rich cultural tapestry and diverse landscapes but also for its prominent position in the tourism sector. This distinction arises not by chance but from the allure of the experience that Spain offers. According to the Spanish National Statistics Agency, Spain received a record 85.1 million international tourists in 2023. This steady influx positions Spain at the forefront globally, both in terms of visitor numbers and tourism expenditure.
According to the Spanish Ministry of Industry, Energy and Tourism (the “SMIET”), leisure tourism in Spain accounts for 86% of travel to the country. Visitors are drawn to the temperate climate, and the extensive cultural and entertainment options. Beyond leisure, Spain asserts itself as a crucial hub for Meetings, Incentives, Conferences, and Exhibitions (“MICE”) tourism, representing a smaller segment of 6%, translating to 5 to 6 million foreign tourists.
According to the Report on the Trade and Development 2020, the global MICE sector is projected to reach €1.2 trillion (approximately $1.3 trillion) by 2028, growing at an annual compound rate of 21.3% from 2021. In this burgeoning market, Spain leads the way in Europe, welcoming 4.4 million MICE tourists and generating $11.5 billion in revenue annually. The country stands out for both the duration of stays and the daily expenditure, ranging from $224 for business events to $330 for fairs, congresses, and conventions.
Madrid is illustrative here, having been named Europe’s premier MICE destination for the sixth consecutive year in 2023 by the 30th edition of the World Travel Awards. We believe Andalusia represents a similar if not greater opportunity.
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Andalusia, with its temperate weather and rich culture, demonstrates how MICE tourism can synergize and enhance leisure tourism. Hosting 14% of the nation’s tourism revenue, Andalusia attracts 14 million visitors and brings in approximately $20.6 billion annually. Its capacity to attract visitors all year round, breaking traditional seasonal patterns, is particularly noteworthy. Annually, Andalusia attracts between 550,000 and 680,000 MICE tourists, with an average event duration of 2.1 days. The busiest months—May, June, October, and November—underscore a strong demand that transcends seasonal limitations, benefiting from Andalusia’s pleasant climate and diverse tourist offerings.
Per the National Statistics Institute (Instituto Nacional de Estadística), Andalusia ranks third in GDP across Spain, behind only Madrid and Catalonia, positioning itself not just as a meeting point for leisure and business but as an undeniable leader in the global tourism field. Offering a range of experiences from leisure to business.
Growing Global Sports Market
Consumer demand for sports has seen exponential growth, and this growth is expected to continue. Per the 2024 report published by Two Circles, global sports IP revenue grew over 50% over the last ten years. Additionally, the global sports IP annual revenue exceeded $159 million in 2023. Soccer comprises 34% of the total, and soccer franchises represent three of the top five franchises by market share. The European Union ranked second in terms of percentage of 2023 total annual annualized revenue. The projected annual revenue for global sports IP is projected to exceed $250 billion by 2033, with an estimated 5% compound annual growth rate over the next ten years.
Multi-Purpose Event Center
Sportech City aims to create an ecosystem that is a benchmark in terms of technology and sustainability in its facilities and to create, attract and retain talent across the sports industry.
Artist Rendering of Completed Multi-Purpose Event Center
| ● | The sports industry contributes more than 3% of Spanish GDP and generates more than 400,000 jobs, with an indirect impact of more than $17.25 billion and an induced impact of around $7.5 billion, per PwC España. | |
| ● | The sports industry can be divided into three areas: professional sport, sport services (for citizens and non-professional participants) and new industries around technological development and innovation (physical and non-physical industry). |
Sportech City is being designed to be attractive for workers, visitors and tourists (MICE and leisure), and once complete, act as a place where all technological advances can be exhibited. The implementation of sensor technology and the Internet of Things (“IoT”) will be carried out throughout the venue to establish a measurement system through the capture of images and data from all attendees, whether for matches, events, leisure, or health activities. Data will be collected to study patterns, consumption habits, mobility, etc. Data will also be collected from the sports activities conducted within the venue for subsequent analysis to improve athlete performance. In addition, modern sound systems will be installed to promote the sound acoustic quality.
Situated in a region with a temperate climate, this venue is ideal for hosting a wide array of events ranging from sports competitions to concerts, conferences, and corporate gatherings. The strategic location, combined with the favorable climate, ensures year-round usability, significantly enhancing its revenue-generating potential. Construction is scheduled to begin in 2026 and, subject to risks related to construction and planning of capital projects, we believe Sportech City will be completed by or around 2030. For more information, see “Risk Factors — Risks Related to Sportech City Cádiz.”
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Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.
Depiction of Location of Proposed Multi-Purpose Event Center
Once complete, we believe Sportech City will:
| ● | help to transform the Bay of Cádiz into a technological-sports-social ecosystem that can be a driving force for industrial and business development, bringing together talent, jobs, technology, sport, health, competitiveness, social integration, sustainability, industry and energy efficiency; | |
| ● | be instrumental in developing a stand-out multifunctional and multicultural space where a global offering is created at industry/business level and which integrates the necessary social components to develop, attract and retain talent; | |
| ● | galvanize industry, business and jobs in the region, and attract investment, increasing industry and fostering a business hub linked to the sports, technology and sports-related health industries; and | |
| ● | increase the content created in digital environments by promoting the development of the technology industry and services linked to this activity and to pursue new types of advertising media business. |
Key Areas of Sportech City
Key areas of Sportech City, once completed, will include the following:
Best-In-Class Venue
The cornerstone of the facilities will be an approximately 45,000 m2 planned multi-functional venue with seating for up to approximately 40,000 people. The venue will have ample space for sporting events, concerts, and all manner of public events. In addition, we plan for there to be six types of leasable spaces (auditoriums, meeting rooms, events and/or exhibitions, VIP boxes for meetings, a floor area for trade fair-type events and a grandstand area for big events (large presentations) and catering-type restaurant areas).
| ○ | Commercial Space. Integrated with the events center, approximately 20,000 m2 planned commercial area associated with the Nomadar philosophy is planned be created, providing a social-civic dimension to ensure the appropriate social development of the technological city. | |
| ○ | Restaurants. An area with 17 premises (planned size of approximately 3,000 m2) for bars and restaurants, with views of the Bay of Cádiz and the city of Cádiz. | |
| ○ | Hotel. To facilitate the accommodation of those attending events and other visitors to the technological city, a luxury hotel is planned to be constructed, focusing on MICE tourism for shorter stays than leisure tourism, which already has a wide range of options in the Cádiz province. The planned size is approximately 9,500 m2. |
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Event Center
The flagship portion of Sportech City is an approximately 45,500 m² facility that will create a seamless blend of technology, sports, and social engagement. This planned infrastructure will have capacity to host up to approximately 40,000 attendees in an arena covering approximately 41,350 m². The center’s planned innovative and flexible design will allow for a wide array of event setups, from fairs and shows to conferences and MICE meetings.
Moreover, the facility will be designed to be a testing ground for new technologies and products, illustrating Nomadar’s commitment to innovation and advancement. The implementation of sensor technology and the IoT is planned to be carried out throughout the venue to establish a measurement system through the capture of images and data from all attendees, whether for matches, events, leisure, or health activities. Data will be collected to study patterns, consumption habits, mobility, among other things. By studying the behavior of attendees, we aim to be able to use this information to understand consumer consumption and behavior patterns. This will create a high-end experience for attendees while maximizing the profitability of each business unit within Sportech City.
By aiming to attract MICE tourism and accommodate leisure tourists, we believe this will be a pivotal force in the region’s growth and prosperity. Through this multifaceted infrastructure, Nomadar seeks to catalyze progress, unite communities, and create a lasting impact on the economic and social landscape of Cádiz.
On the professional front, the facility will boast an array of different types of leasable spaces, supplying to a diverse range of needs and events. Site plans are preliminary and are subject to change.
Central Arena
The main leasable space will be dedicated to major events and presentations, capable of accommodating large audiences with excellent visibility and acoustics. Offering approximately 8,000 m² of adaptable space, the Central Arena will be equipped for diverse events, including concerts, festivals, and other events.
Auditoriums
Auditoriums within Sportech City will be equipped to host conferences and large presentations with state-of-the-art audiovisual technology. Two units with a capacity for approximately 1,300 people each, totaling approximately 2,600 m², will be available for lease.
Conference Rooms
Conference rooms available at Sportech City will vary in capacity and size, featuring four large rooms, with a total of approximately 3,000 m2, for approximately 750 attendees and eight smaller rooms, with a total of approximately 280 m2, for approximately 216 attendees.
Boxes
Boxes at Sportech City will range from three VIP boxes totaling approximately 1,080 m² with intimate settings for high-level meetings, offering exclusivity and a premium experience, to forty-six side boxes and twenty-eight end boxes, with a total of approximately 1,850 m².
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Catering
Complementing these professional spaces available for leases, there will be catering services in the event center, offering a range of culinary services to attendees.
The event center’s catering can operate on a mixed model, offering a fixed fee based on the number of attendees for a given event.
Timeline for Completion
Construction is scheduled to begin in 2026, with constructed anticipated to be completed in or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”
Commercial Area
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.
The planning for this project is planned to involve the use of clean energy, sustainable water management, and charging points in the parking area, underscoring Sportech City’s commitment to sustainability and accessibility. We believe this area in Sportech City will embody an integrated, progressive approach to developing contemporary commercial spaces. At completion, we believe Sportech City will be a dynamic, sustainable environment that meets the needs of a diverse and connected community.
Culinary Space
Another cornerstone of Sportech City will be a dedicated culinary area, proposed to span approximately 3,000 m² with a planned approximate 17 spaces for bars and restaurants. With views of the Bay of Cádiz and the city itself, this space will serve as an oasis for relaxation and socialization.
Hotels
A critical part of this ambitious project, is the planned construction of a luxury hotel, designed to complement the experience of those visiting the center for events, business, and sports activities. This hotel is planned to offer offering a short-stay accommodation alternative to the more leisure-oriented offerings prevalent in the province of Cádiz.
The hotel will aim not only to serve as a refuge for event organizers and attendees at Sportech City but also to act as a catalyst for de-seasonalizing and diversifying the region’s hotel offerings. With approximately 6,000 m² of modern and efficient facilities, this planned space has the potential to become a model of sustainable and technologically advanced lodging.
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The Sportech City management team is considering various options for the hotel’s operations, including direct management or possible collaboration with recognized hotel chains, which could lead to higher revenues due to their brand recognition.
This proposed luxury hotel in Sportech City would not just be an accommodation project; it will be a key component in the broader strategy of creating a vibrant and multifunctional ecosystem that attracts visitors all year round, generating a positive impact on the local economy and the hotel landscape of the region. With a focus on sustainability, technology, and service quality, the hotel will be destined to become a benchmark for MICE tourism and a driver of development and diversification for our proposed business lines.
Sports Clinic
The mission to transform the sports clinic into Cádiz’s premier sports health center represents a bold and visionary commitment to excellence in the field of sports medicine. The clinic will occupy approximately 3,500 m² and offer services equipped with the latest technology to serve the needs of both professional and amateur athletes, ensuring they receive top-tier medical care that supports their sporting ambitions and overall well-being.
We envision an extensive range of services provided, covering everything from routine medical examinations that ensure athletes are in peak condition, to more complex procedures such as outpatient surgery, designed to address sports-related injuries with precision and care. These advanced services perhaps will include, among others, medical consultations, pharmacy, laboratory, post-surgery rooms, sports psychotherapy, gait analysis and orthopedics, as well as specializations in traumatology, sports medicine, and cardiology, ensuring a comprehensive and cutting-edge offering for the sports community. Rehabilitation services will also form a core part of the clinic’s offerings, providing personalized recovery plans that leverage the latest in physiotherapy technologies and methodologies. Additionally, specialized advice on responsible nutrition will be offered, complementing the comprehensive care spectrum for athletes. This integrated strategy will ensure that athletes can return to their sport stronger and more resilient.
Aiming for the highest standards, the clinic will seek international certification for both its services and facilities. This accreditation will affirm the clinic’s commitment to excellence as well as position it as a benchmark for sports health services globally. Achieving such recognition will underscore the quality and safety of the care provided, attracting athletes from around the world and establishing the clinic as a center of excellence in sports medicine.
The initiative recognizes the growing significance of the sports health industry and identifies a clear gap in the Cádiz region’s current infrastructure. By establishing a facility dedicated to the health needs of high-performance athletes, the clinic will enhance the region’s sports ecosystem and, at the same time, provide a vital service that has been conspicuously absent. This strategic focus will position Cádiz as a hub for sports excellence and innovation.
The vision for the sports clinic is more than simply establishing a leading center for sports health; it’s about creating a comprehensive ecosystem that supports athletes at every stage of their career and recovery. Through a combination of advanced medical services, international standards, educational partnerships, and a focus on the emerging needs of the sports health industry, the clinic is set to transform sports medicine in the Cádiz area and beyond, making it a beacon of excellence and a cornerstone of the sporting community. We recognize that the development of a medical facility involves additional regulatory and legal approvals, which we plan to obtain as necessary.
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Gym and Spa
Expanding on the clinic’s offerings, we plan to include the development of a dedicated sports recovery area tailored specifically for professional athletes and federation members. This gym and spa space will focus on advanced recovery techniques and programs designed to optimize performance, reduce the risk of injury, and expedite return to peak physical condition. The inclusion of cutting-edge recovery tools and methodologies will ensure that athletes have access to the best resources for their physical well-being.
Occupying approximately 1,750 m², the gym and spa facility will be tailored to meet the specific recovery and training needs of professional and amateur athletes.
In addition to supporting elite athletes, the gym and spa facility will aim to be inclusive and accessible to the wider community. The spa, a relaxation and treatment area occupying approximately 900 m², will be available to the general public, offering services that promote general well-being, prevent injuries, and address common sports-related ailments. The gym and spa area will incorporate various therapeutic practices and treatments that leverage the therapeutic benefits of sports medicine. The vision of the gym and spa reflects our vision of providing comprehensive and high-quality service, where guests can enjoy hydrotherapy treatments, rest areas, and other relaxing therapies at Sportech City.
Positive Employment Impact on the Region
We believe this project will create significant positive impact for the entire region through significant employment opportunities.
Event Center
| ● | Construction Phase: The creation of the event center is estimated to generate an estimated 2,800 jobs, reflecting the project’s scale and complexity. | |
| ● | Operation Phase: Once operational, the center will sustain an estimated 870 jobs, providing continuous opportunities across various roles, from event management to maintenance and security. |
Commercial Space
| ● | Construction Phase: Building the commercial space will contribute an estimated 860 jobs, highlighting the positive economic impact during its development. | |
| ● | Operation Phase: Upon commencement, an estimated 500 jobs will be maintained, showcasing a wide range of employment opportunities in retail, customer service, and administration. |
Hotel, Sports Clinic, Gym & Spa:
| ● | Construction Phase: The joint construction of these facilities will generate an estimated 300 jobs, aiding the local economic fabric. | |
| ● | Operation Phase: In operation, these spaces will provide an estimated 200 permanent jobs, from hospitality and specialized medical care to fitness and wellness. |
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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 Nomadar the exclusive HPT Rights, 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 Nomadar has 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. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company 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 the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company 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.
As of 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 a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.
Program Foundation and Vision
| ● | Introduction: The Nomadar HPT incorporates methodologies from the professional clubs partnering with Nomadar in the Nomadar HPT, emphasizing comprehensive management of grassroots soccer development. The program nurtures education, culture, and social environment in parallel with athletic training, aligning with UNESCO’s endorsement of sport as a vehicle for teaching valuable life skills and values. | |
| ● | Vision and Methodology: The vision is to build a sustainable sporting mass and create a culturally enriched environment for grassroots soccer. The methodology includes a player-centric approach, considering individual physical and psychological needs, and adaptability to their growth rhythm. |
Professional clubs
Nomadar is actively pursuing expansion opportunities, aiming to contract with additional clubs and organizations to implement the HPT at their facilities. Nomadar is also seeking to contract with additional clubs to send students to participate in the Nomadar HPT at their facilities. Cádiz CF currently leverages the Nomadar HPT at Cádiz CF’s Academy facilities.
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Program Design and Structure
The clubs which leverage the Nomadar HPT will be structured to accommodate a range of participation lengths, including two-week sessions, one-month intensives, one-semester courses, and full-year engagements. This flexibility in duration will allow for the Nomadar HPT to be tailored to individual schedules and development goals. The delivery of the program’s content, both training and educational, will employ a hybrid approach, combining in-person sessions with online modules. This dual delivery system is designed to facilitate participation for individuals from diverse locations, overcoming potential barriers due to distance.
In-Person Program Delivery
The in-person component of the Nomadar HPT will generally feature eight hours of training each week, directly offered by the clubs which utilize the Nomadar HPT. Participants would be integrated into local teams affiliated with the program for practical experience and are provided with individualized physical conditioning plans tailored to their specific needs. A personalized development plan is also developed for each participant, drawing on each club´s methodology. This plan includes a balanced mix of technical, tactical, physical, and theoretical training elements.
To supplement the regular training regime, the program would offer monthly workshops. These sessions will be designed to address the evolving needs of both players and coaches, delving into the intricacies of soccer methodology, tactical understanding, nutrition, and both general and sport-specific physical conditioning.
Online program expansion
In the third quarter of 2025, Nomadar intends to implement the rollout of the digital Nomadar HPT, a fully remote offering, which marks a significant step in the remote training capabilities of elite athletes. The program is set to introduce a series of specialized sessions. These sessions will be designed to dissect and impart the complexities of game tactics, situational awareness on the pitch, and the finesse required for superior ball control. The curriculum will be carefully curated by seasoned coaches to mimic the rigor and depth of in-person training.
Integral to this online expansion is the interactive nature of the sessions. Unlike pre-recorded lessons, these live sessions allow for an immediate exchange of feedback, fostering a dynamic learning environment that is responsive to the needs of each participant. Coaches are able to provide instant critiques and adjustments, closely mirroring the interactive nature of on-field coaching. This approach is particularly beneficial for elite athletes, for whom personalized feedback is crucial for refining their skills to the high standards expected at the pinnacle of competitive sport.
Facilities and Infrastructure
Participants in the Nomadar HPT will utilize the training facilities of each organization offering the Nomadar HPT. The aim is to provide an environment that mirrors the conditions of the club’s academy players, including access to equivalent equipment and staff.
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Nutritional and Physiotherapy Services
As part of the Nomadar HPT, each participant would receive nutrition plans and sports physiotherapy services that are both supervised and tailored to meet individual needs. This approach is designed to support the physical well-being and dietary requirements of each student, contributing to their overall health and performance enhancement.
Specific Areas of Consultancy
Technical-Tactical
Methodology:
Within this area, the Nomadar HPT is used to create personalized plans that are carefully designed according to the specific methodologies of each participating club. These plans consider various aspects of gameplay, such as tactics, verticality, defensive and offensive strategies, and ball handling skills, aiming to nurture players who are both technically proficient and strategically astute. Tactical periodization, differentiated training, and specialized technification tasks are fundamental components of this approach, crafted to develop players who can intelligently adapt to the evolving nature of the game.
Conditional
Development:
The program places a strong emphasis on the physical preparation of players. Customized conditioning plans are developed following comprehensive assessments of each player’s endurance, speed, strength, and agility. This ensures that all participants can achieve and maintain optimal physical condition, crucial for peak performance in competitive environments.
Nutrition:
Nutritional support within the program is founded on expert evaluations of players’ dietary habits and physical assessments. Based on these insights, nutritional guidelines are established for teams, aiming to promote healthier lifestyle choices and enhance performance through optimized diet plans tailored to the individual needs and goals of each player.
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Recruitment:
A systematic and data-driven approach characterizes the recruitment process. Utilizing the latest in data analysis software and player tracking systems, the program seeks to identify and evaluate prospective talents efficiently. This process ensures a match between potential players and the clubs’ strategic needs and aspirations.
Player
Support:
Beyond physical and technical training, the program extends comprehensive support covering psychological, academic, and family aspects post-initial assessment. This initiative is designed to facilitate active learning and engagement, ensuring players receive the holistic support necessary for their development on and off the field.
Technology
Implementation:
Incorporating cutting-edge technology, the program employs big data systems and performance analysis tools to enhance sports management and decision-making processes. This integration facilitates a modernized approach to training, preparation, and overall sports administration.
Operational
Focus:
The operational aspect of the Nomadar HPT is managed by coaches and project managers appointed by each partner program, each individually responsible for overseeing specific facets of the program. This includes the implementation of the training regime, complemented by ongoing monitoring, assessment, and tailored adjustments based on the performance and feedback from participants.
Calendar
Flexibility:
Because the Nomadar HPT will be offered through a variety of clubs, teams, and organizations, it will be offered in various participation lengths, ranging from two weeks to a full year, allowing it to accommodate the diverse schedules and commitments of both teams and individual participants. This flexibility ensures that the Nomadar HPT can meet the needs of a broad audience.
Enrollment and Track Record
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 these programs 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 Nomadar has 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. The HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024.
Proposed Revenue Streams from the Nomadar HPT
Each participant in the Nomadar HPT will pay a fee to Nomadar, which shall cover the duration of the participant’s enrollment in the respective program of the player’s choice, with enrollment duration ranging generally from one to ten months. Nomadar will then provide a portion of that fee to the organization providing the facilities at which training is being undertaken, which may include Nomadar’s current partner organizations International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami.
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Stadium Events
On October 30, 2024, the Company and Cádiz CF entered into the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use Mirandilla Stadium Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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.
Mágico González Brand
Background
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 Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.
In connection with the Mágico González e-commerce line, we plan to sell apparel, merchandise and other accessories and products. Beyond the initial e-commerce venture, the Nomadar business vertical centered around Mágico González is set to diversify into several other domains, encompassing both physical and experiential platforms. This expansion includes the establishment of brick-and-mortar stores and a themed sports bar, all dedicated to celebrating the legacy of Mágico González. These spaces are designed to offer fans a tangible connection to the legend, providing an immersive experience that goes beyond mere merchandise to include interactive and community-building environments.
Additionally, the vertical plans to extend its reach into sports education and training, through the organization of summer camps and the founding of dedicated academies. These initiatives aim to inspire and nurture future generations, using the ethos and story of Mágico González as a foundational pillar, ensuring his legacy influences not only fans but also aspiring athletes. This comprehensive approach signifies Nomadar’s commitment to leveraging the Mágico González brand in a manner that honors the legend’s impact, fosters community, and promotes sportsmanship across a variety of platforms.
The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.
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Market Opportunity
As described herein, in August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. According to a Havas Sports & Entertainment’s (Havas SE) FANS.PASSIONS.BRANDS study, over 50% of the Latin American population engages in soccer: Mexico (8 million), Brazil (30 million), and Chile (6 million). Additionally, the United States, with 16.8% of its population being Latino, including 1.8 million from El Salvador, showcases a significant demographic, with 53% of Latinos over 16 years old identifying as soccer fans.
E-Commerce in US.
The growth in the e-commerce sector is underscored by a shift in consumer behavior, with more people opting to make purchases online across various categories, including sports-related apparel, merchandise and other accessories and products.
According to the U.S. Census Bureau, the fourth quarter of 2023 alone saw e-commerce sales totaling $324.8 billion on a not adjusted basis, an increase of 19.5% from the third quarter of the same year. The total e-commerce sales for 2023 were estimated at $1,118.7 billion, which represents a 7.6% increase from 2022. E-commerce’s share of total retail sales also rose, indicating a continuous shift towards online shopping, with e-commerce sales accounting for 15.4% of total sales in 2023.
The e-commerce operations of Mágico González through Nomadar are designed to leverage the global appeal of this legendary sports figure, with a strategic focus on the U.S. and Latin American markets. The e-commerce operations of Mágico González platform have already launched in Europe, which is managed and operated by Cádiz CF. Cádiz CF retains all proceeds from e-commerce sales in Spain. The e-commerce operations of Mágico González are scheduled to launch in the United States in the third quarter of 2024, which will be managed and operated by Nomadar. Nomadar’s e-commerce platform will operate out of a central distribution center located in Texas. This hub will serve as the primary logistical point for receiving materials and facilitating shipments across the United States and Latin America, ensuring efficient delivery of a wide range of products, from clothing to exclusive merchandise.
To effectively connect with the target audience and drive traffic to the e-commerce platform, Nomadar plans to implement a focused marketing strategy, including paid advertising campaigns targeting main cities in the U.S. with significant Latin American populations and a strong base of soccer enthusiasts.
Moreover, Cádiz created the first La Liga avatar, modeled after Mágico González, serving as a virtual assistant to fans. This avatar enhances the fans digital experience by providing club history insights and supporting shoppers online. This illustrates the brand’s pioneering approach to fan engagement. Focusing on the United States, Nomadar aims to leverage the substantial Salvadoran population, particularly in states with significant concentrations of Salvadorans and broader Latin communities. The key states for targeted marketing activities include California, Maryland, New York, Texas, Virginia, New Jersey, and Florida.
In these strategic locations, Nomadar plans to execute various marketing initiatives to celebrate and promote the Mágico González brand. These include:
| ● | Soccer camps and clinics branded as “Mágico González,” offering training and development opportunities while fostering a deeper connection between the brand and the community. | |
| ● | Tribute events dedicated to Mágico González, celebrating his legacy and connection to fans. |
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Marketing Strategy
The e-commerce platform for Mágico González, specifically designed with mobile users in mind, aligns well with current trends in internet usage. Per StatCounter, as of July 2024, over 50% of all global web traffic came through mobile phones, highlighting the importance of a mobile-optimized shopping experience.
The platform’s seamless integration with logistics—automatically notifying the Texas-based logistic center upon any purchase—ensures a swift preparation for shipping, enhancing customer satisfaction. Moreover, the diverse traffic sources, including Nomadar’s website, its social networks, dedicated social channels for the e-commerce platform, and targeted paid campaigns on Facebook and Instagram, are strategically chosen to leverage the mobile browsing behavior of today’s consumers.
Specific Sales Strategies
| ● | Limited Edition Releases: Introducing limited edition merchandise in collaboration with artists or during significant anniversaries to create urgency and exclusivity among fans. | |
| ● | Fan Engagement: Utilizing social media platforms and the Mágico González avatar to engage with fans, promoting upcoming products, and gathering feedback for future merchandise ideas. | |
| ● | Cross-Promotions: Collaborating with soccer clubs, leagues, and other brands for cross-promotional merchandise that can appeal to a broader audience, including fans of Cádiz CF and La Liga. | |
| ● | Personalization Options: Offering customization options for certain products, such as personalized jerseys or engraved memorabilia, to enhance the appeal and perceived value among fans. | |
| ● | Global Shipping: Ensuring the e-commerce platform is equipped to handle international orders, thereby reaching the global fanbase of Mágico González and soccer enthusiasts worldwide. | |
| ● | Seasonal Campaigns: Aligning product launches and marketing campaigns with major soccer events, holidays, and the start of soccer seasons to maximize engagement and sales. |
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Revenue Model
The e-commerce revenue line will primarily generate income through direct sales of merchandise. Pricing strategies will vary, with premium pricing on limited edition and autographed items, competitive pricing on apparel and accessories, and value-based pricing for digital products. Additionally, the platform may explore subscription models for exclusive content or VIP fan experiences, further diversifying its revenue streams.
Customer Experience and Loyalty
| ● | Seamless Shopping Experience: A user-friendly website and mobile app interface that simplifies the browsing and purchasing process, enhancing customer satisfaction. | |
| ● | Loyalty Programs: Implementing reward systems for frequent shoppers, offering discounts, early access to new products, and exclusive content to foster a loyal customer base. | |
| ● | Customer Service: Providing excellent customer service, including easy returns, product inquiries, and support for international shipping issues, to build trust and repeat business. |
Traffic Generation Strategies
The strategy to drive traffic to the Mágico González e-commerce site is multifaceted, incorporating both direct and indirect methods:
| 1. | Nomadar Website Integration: The Nomadar website will feature a dedicated section for the e-commerce platform, complete with informative content about the available products and a direct link to the shopping site. This creates a seamless transition for visitors from learning about Mágico González to making a purchase. | |
| 2. | Social Media Engagement on Nomadar’s Platforms: Nomadar’s existing social networks will be leveraged to promote the e-commerce site. By sharing updates, product highlights, and special promotions, Nomadar can directly engage its established audience and guide them to the e-commerce platform. | |
| 3. | Dedicated Social Media Channels for the E-commerce Platform: To specifically target fans of Mágico González and soccer enthusiasts, the e-commerce initiative will have its social media presence. This channel will feature historic videos, goals, memorable matches, and iconic moments from Mágico González’s career, intertwining content marketing with direct promotion of the e-commerce site. | |
| 4. | Paid Advertising Campaigns: Utilizing platforms such as Facebook and Instagram for targeted paid campaigns allows for precise audience targeting. By focusing on users with interests in soccer, sports memorabilia, and specifically fans of Mágico González, these campaigns aim to attract relevant traffic to the e-commerce site, optimizing the marketing spend and enhancing the conversion rate. |
Brick and Mortar
Nomadar plans to expand the Mágico González brand, not only through online initiatives, but also brick and mortar locations. These stores will be designed to showcase exclusive merchandise and serve as interactive spaces for fans to engage with the legacy of soccer.
Mágico González-Licensed Hospitality and Leisure
The Mágico Sportech City bar project, spearheaded by Nomadar under the auspices of Cádiz CF, symbolizes an innovative blend of sports, technology, leisure, and hospitality. This concept diverges significantly from traditional sports and hospitality spaces by offering a unique experience that extends far beyond mere viewing of sports events or casual dining. The essence of this project lies in its holistic approach to leisure time, emphasizing rest, relaxation, and enjoyment among friends, coupled with the thrill and immediacy of sports events.
The distinguishing feature of Mágico Sportech bar is its deep connection with the Cádiz CF, a soccer club with a rich history and a global fan base that invokes a profound sense of belonging and special affection. Named after the legendary footballer Mágico González, known for his exceptional talent and impact on the sport, the bar aims to celebrate his legacy while providing a space where the excitement of physical activity can be enjoyed in its various forms. We do not anticipate the Mágico Sportech City bar project will be completed until at least 2030.
Intellectual Property
We may create, own or license intellectual property in the countries in which we operate, have operated or intend to operate, and it is our practice to protect our trademarks, tradenames, know-how and other original and acquired works. Our registrations and applications relate to trademarks and inventions associated with, among other of our planned brands, Nomadar Corp. and Mágico González. We do not currently have any intellectual property protection for the Nomadar HPT. We believe our ability to maintain and monetize our intellectual property rights, including our brand logos, is important to our business, our brand-building efforts and the marketing of our products and services. We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights or protect against vulnerability to oppositions or cancellation actions due to non-use. For more information, see the section titled “Risk Factors – Risks Related to Our Intellectual Property, Cybersecurity, and Data Privacy.”
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Organizational Structure
The corporate structure of the Company, its parent companies and its material subsidiaries are as indicated in the following chart. As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through a domestic branch, Nomadar Corp. Sucursal en España (the “Nomadar Spanish Branch”). The Nomadar Spanish Branch is not a subsidiary of the Company. For more information, see “Human Capital Resources - Future and Proposed Human Capital.
In addition to our Class A common stock, we have 2,500,000 shares of Class B common stock issued and outstanding. Each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sportech. Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all shares of Class A common stock being registered hereunder held by Sportech, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. In addition to the foregoing, Cádiz CF holds 750,000 shares of Class A common stock directly, which represents approximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately 91.23% of the voting power of the Company. As a result, Sportech’s will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest.
Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be 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.
Competition and Competitive Strengths
Competition
We will, now and in the future, face significant competition in each of our current and proposed business verticals.
| ● | In general, the success of our business and operations in Europe, and is heavily related to the success of Cádiz CF and the standing of Cádiz CF in La Liga. At any given time, there are 20 teams in first tier of La Liga, 22 teams in the Segunda División, and many other second division men’s teams in leagues across the world, many of which have greater resources than Cádiz CF now, and greater resources than we will have in the future, including but not limited to Futbol Club Barcelona, Athletic Club, and Real Madrid Club de Fútbol. Nomadar represents a strategic initiative by Cádiz. Other La Liga teams may engage in activities similar to ours now or in the future. | |
| ● | Sportech City will face significant competition once completed. Sportech City will compete with local and established businesses for commercial tenants and tourists, and with other venues (e.g., Las Vegas Sphere) for athletic, musical, and other events. | |
| ● | Our sports academies will face significant competition, including in the U.S. (e.g., IMG Academy, and Red Bull Athlete Development Program), in Europe (e.g., La Masa, and Chelsea Football Academy), and elsewhere (e.g., Aspire Academy). | |
| ● | Our e-commerce brand which currently revolves around the likeness of Mágico González, will face significant competition globally from both established sports lifestyle brands (e.g., Adidas, Nike, CR7, and Umbro), and new entrants into the market. |
Competitive Strengths
A company like Nomadar, which operates at the nexus of sports, health, and technology with a focus on bridging continents, boasts several competitive strengths that set it apart in the global marketplace. These strengths not only underscore its unique position but also enhance its ability to achieve its strategic objectives. Our competitive strengths, among others, are as follows:
| ● | Financial and Operations Support from Sportech. We currently, and in the future, plan to, rely on Sportech, for financial and operational support. Although there is no guaranty that we may not need to raise funds in the future, either through equity or debt instruments, we do not foresee a need to do so in the near future due to the financial support we receive and will receive from Sportech. |
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| ● | Established Global Soccer Presence. Our ultimate parent is Cádiz CF, a European soccer club founded in 1910. Between 1929 and 1977, Cádiz CF played in either the second or third tier of Spanish soccer. In 1977, Cádiz CF achieved promotion to La Liga for the first time. Since then, Cádiz CF has played 16 seasons in the first tier, as well as spending several at the second level. We are able to draw on over 110 years of goodwill, and decades of well-wrought relationships in the global soccer community. |
| ● | Diverse Proposed Business Portfolio. Our proposed engagement in multiple business lines, including the management of a multi-purpose event center, a soccer academy, an e-commerce and other activities for Mágico González, and educational programs, will offer diverse revenue streams and reduce dependency on a single market segment. This diversification also enables cross-promotion and synergy across its different ventures. |
| ● | Strategic Geographic Presence. With planned operations spanning the United States, Europe, and connections to Latin America, we believe we will effectively leverage our geographic presence to act as a bridge between different markets. This allows for a unique exchange of cultural, technological, and sporting practices, enhancing our global outreach and impact. | |
| ● | Youth Development and Education. Our focus on youth soccer development through our academy and the Nomadar HPT will position Nomadar as a leader in nurturing the next generation of soccer talent. By providing comprehensive training, education, and international exposure, Nomadar will not only contribute to the development of future stars but also build a loyal community of athletes and families. | |
| ● | Cultural and Sporting Legacy. Through its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar will tap into deep-seated fan loyalties and cultural narratives. We believe that this will strengthen our brand identity and foster a strong emotional connection with our audience. | |
| ● | Commitment to Health and Performance. Beyond its sports initiatives, Nomadar’s dedication to health, evident through its training and educational programs, aligns with growing global trends towards wellness and performance optimization. This not only appeals to athletes but also to a broader audience interested in health and fitness. | |
| ● | These competitive strengths collectively enable a company like Nomadar to navigate the complex landscape of international sports, health, and technology. By continuously leveraging and building upon these strengths, Nomadar can sustain its growth, innovate, and maintain a leading position in its field. |
Human Capital Resources
As of June 27, 2025, we had six full-time employees. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider the relationship with our employees to be good.
Future and Proposed Human Capital
Following the listing of the Company’s common stock, the Company intends to initially hire between four and six employees to be based in Spain, and an additional two to four employees to be based in the United States. The employees based in Spain would then focus on the advancement of Sportech City, and the business and operations of the Nomadar HPT in Europe and Asia, and the employees based in the United States would focus on the advancement of the Nomadar HPT in the Americas, and the Mágico González brand. As Nomadar begins to generate revenues following the launch of the Nomadar HPT and the Mágico González brand, we intend to onboard additional employees and consultants as necessary, particularly in Spain to oversee the permitting and construction of Sportech City. We have conducted no operations to date other than matters taken to consummate the direct listing of our common stock and the launch of our proposed business lines, and the same applies to any actions undertaken by the Nomadar Spanish Branch.
As of the date hereof, the Company has six full time employees, three of which split their time and duties between Spain and the United States, and three of which are based entirely in Spain.
As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through what we refer to as the Nomadar Spanish Branch, formally named Nomadar Corp. Sucursal en España. The Nomadar Spanish Branch is not a subsidiary of the Company, and was formed to comply with applicable local laws and regulations. The Spanish Branch has no separate legal personhood, has no separate shareholders or owners, and for all intents and purposes is simply the mechanism through which Nomadar may conduct its business and operations in Spain. The Spanish Branch is merely a local office of Nomadar. All matters related to the branch are governed by the jurisdiction where Nomadar is incorporated, which is the State of Delaware, although Nomadar has, through the Spanish Branch, consented to service of process in relation to its activities carried out in Spain.
Our Facilities
Our principal executive offices are located at 5015 Highway 59 N, Marshall, Texas 75670. We believe that our facilities are adequate for our current and anticipated near-term needs and that suitable additional or substitute space would be available if needed.
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.
Legal Proceedings
From time to time, we may be party to litigation arising in the ordinary course of business. We are currently not a party to any material legal proceedings and, to the best of our knowledge, no material legal proceedings are currently pending or threatened. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
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Named Executive Officers
The
following table sets forth certain information, as of the date of this prospectus, concerning our executive officers:
| Name | Age | Position | ||
| Rafael Contreras | 51 | Chief Executive Officer and Co-Chairman | ||
| Carlos Lacave | 50 | Chief Financial Officer | ||
| Joaquin Martin | 53 | Chief Communications and Investor Relations Officer |
The following is a biographical summary of the experience of our named executive officers, and other officers of the Company.
Rafael Contreras – Mr. Contreras has been Nomadar’s Chief Executive Officer and Co-Chairman of our board of directors since December 2024. Mr. Contreras has been the Executive Vice President of Cádiz CF since March 2021 and the Vice President of the board of directors since October 2021. Mr. Contreras co-founded Humanox, a sports technology company, in March 2020, where he served as the CEO from inception to March 2021 and as chairman from March 2021 to October 2022. Mr. Contreras founded Airtificial (formerly Carbures before being acquired), a Spanish Continuous Market listed company specializing in the integration of artificial intelligence with smart composite structures and collaborative robotics, in August 2011. Mr. Contreras served as the CEO of Airtificial, a multinational technology firm operating in the fields of advanced materials and artificial intelligence, from August 2011 to November 2018, and as the chairman from August 2011 to December 2020. Mr. Contreras co-founded Muving in October 2016, and served as the chairman from October 2016 to June 2020. In 2016, Mr. Contreras co-founded Skully, an Atlanta, Georgia-based technology company within the sports sector. In 2014, Mr. Contreras founded Torrot, integrating the company into the Muving framework. Mr. Contreras previously served on the board of directors of Bionaturis, a publicly traded biotechnology company between March 2005 and December 2017, and the board of directors of Airtificial from March 2012 to November 2020. Mr. Contreras received a doctorate in social sciences and a degree in economics from the University of Cádiz. Mr. Contreras also holds two doctorates from Comillas Pontifical University ICAI-ICADE, received a master’s in strategic consulting from the University of Bologna, and completed an executive program in leadership and technology at the Massachusetts Institute of Technology (MIT).
Carlos Lacave, has been Nomadar’s Chief Financial Officer since December 2023. He brings extensive financial expertise and strategic insight from various sectors. Before joining Nomadar, from February 2014 to November 2023, Mr. Lacave was Managing Director at Passivalia and TeamClima ventures, where he led projects focused on construction and energy efficiency in Southern Europe. These efforts led to a significant reduction in energy consumption, achieving savings of over 90%, establishing the company as a key player in energy-efficient construction. In addition to his leadership roles, Mr. Lacave has a robust background in finance, having worked at various financial institutions, including the Citigroup Global Transactions Services Unit, focusing on revenue growth in the EMEA region and expansion through acquisitions in the FinTech and payment processing sectors and others, including Banco Santander and MoneyMate. Mr. Lacave’s received a law degree from Complutense University of Madrid and a diploma in Business Administration from Vrije Universiteit Van Brussel. Mr. Lacave also received an MBA from IESE Business School in Barcelona. Mr. Lacave’s diverse educational and professional background has equipped him with a comprehensive skill set and a nuanced understanding of financial markets, making him a well-rounded financial executive.
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Joaquin Martin, has been Nomadar’s Chief Communications and Investor Relations Officer since September 2023. From April 2020 to August 2023, Mr. Martin was Director of Communication, Marketing, and Investor Relations at Humanox, a sports technology company based in Spain. Under his leadership, Humanox received numerous international awards from institutions including UEFA, City Group, and Grupo Editorial El Mundo. From February 2019 to February 2020, Mr. Martin was Chief Marketing Officer at Skully, an Atlanta, Georgia-based technology company within the sports sector, where he was responsible for crafting the commercial strategy, managing both internal and external communications, and nurturing relationships with investors. From August 2018 to January 2019, he was Director of Communication and Investor Relations at Airtificial (formerly Carbures before being acquired), a multinational technology firm operating in the fields of advanced materials and artificial intelligence. He was previously Director of Organization and Competence Models at Carbures, a publicly traded company doing business in Spain and the United States. Mr. Martin holds a Bachelor’s degree in Philosophy, a Master’s in Human Resources Management from the University of Cádiz, an Executive Certificate in Innovation from MIT, a Master’s in International Trade from the Complutense University of Madrid, a Master’s in Innovation from the School of Industrial Organization, and a Master’s in Leadership and Strategy from IE Business School. He is a member of the Public Relations Society of America.
Other Key Employees
Ignacio Diaz Charlo, has been General Manager of Sportech City since April 2024 and the General Manager of the Mágico González vertical since December 2024. Since February 2022, Díaz Charlo has simultaneously held two significant positions: as the Sole Administrator of Sport City Cádiz S.L. – Sportech and as the Director General at Sportech, overseeing a major events center. His leadership at Sportech underscores his versatile management skills and ability to oversee extensive operations and teams. From February 2021 to March 2022 Mr. Diaz Charlo was the Business Development Director at Cádiz CF, where he played a crucial role in leveraging commercial opportunities and enhancing the club’s financial foundations. In May 2014, he assumed the role of General Manager at Capri Global Investments S.L. (previously Rafcon Economist S.L.), an investment company where he remains active. His strategic vision has been pivotal in navigating the company through the complexities of global investment landscapes. Mr. Diaz Charlo began his career at CaixaBank S.A., where he served as a Director from July 1995 until May 2014. His tenure at CaixaBank was distinguished by strategic leadership in Corporate and Private Banking, contributing substantially to the bank’s market positioning. He received his Bachelor’s in Economic and Business Sciences from the University of Cádiz, his MBA from the Open University of Catalonia, and his Master’s in Economic and Financial Management from Open University of Catalonia. Elevating his expertise further, Díaz Charlo obtained an Executive Master in Finance at IE Business School.
José Jimenez, has been General Manager of Nomadar’s High Performance Training Program vertical since April 2024. Since September 2021, he has been coordinator of the Cádiz CF. Academy and Sport Scientist of the club, having previously served as a physical trainer at the same club since he was a student in 2016. He has also implemented a unique training methodology currently being scientifically validated through his doctoral thesis, supported by ongoing scientific studies. Since 2022, Mr. Jimenez has served as a personal trainer and recovery coach for professional soccer players across various leagues (1st Spanish Division, Italian Serie A, 1st Mexican Division, 1st Greek Division, among others) and for other elite athletes. He has been a lecturer and adjunct professor in the Degree of Physical Activity and Sport Sciences at the University of Cádiz, in the Master of Physical Activity and Health at the same university, and for other organizations such as Athletic Club de Bilbao and the Spanish Federation for the Coaches Committee. Mr. Jiménez received a Bachelors of Sciences in Physical Activity and Sport from the University of Cádiz. He has a master’s degrees in high-performance training both at a general level—Master in Physical and Sports Performance from Pablo de Olavide University, Seville—and in soccer-specific training as a Football Strength and Conditioning Coach from the Football Science Institute. He is actively involved in the scientific community as a researcher for the research group GALENO-CTS158, focusing his major research activities on health, sport, and specifically soccer. Currently, he is completing his doctoral thesis on periodization and strength training in soccer.
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Non-Employee Directors
We currently have five members of our board of directors. The following table and summaries set forth certain information, as of the date of this prospectus, concerning our non-employee directors. The biographical information for Rafael Contreras is set forth under the section “Management – Named Executive Officers.”
| Name | Age | Position | ||
| Manuel Vizcaíno | 58 | Co- Chairman of the Board Directors | ||
| Javier Sánchez | 61 | Director | ||
| Antonio G. Lobón | 70 | Director | ||
| Peter R. Moore | 69 | Director |
Manuel Vizcaíno – Mr. Vizcaíno has been Co-Chairman of our board of directors since December 2024. Mr. Vizcaíno has been the President of Cádiz CF since July 2014. Mr. Vizcaíno was the Subdirector General of Organization and Management at Sevilla FC from February 2003 to July 2014. Mr. Vizcaíno was a consultant for La Liga from April 2014 to July 2015 and for the Royal Spanish Tennis Federation from July 2014 to March 2015. Mr. Vizcaíno was the Director of Marketing and Expansion of Seditel Idea from 2000 to 2003. Prior to that, Mr. Vizcaíno was a Regional Director for Heinz Iberic, and a major accounts delegate at Ufesa. Mr. Vizcaíno earned a diploma in business sciences from the Universidad de Sevilla and degrees in business administration and law from Universitat Abat Oliba CEU. Mr. Vizcaíno also received a masters in sports entity management from the Universidad de Sevilla and a masters in tax advisory and taxation from CEREM.
Mr. Vizcaíno is qualified to serve as a member of the Board due to his significant professional sports management experience.
Javier Sánchez – Mr. Sánchez has been a member of our board of directors since December 2024. Mr. Sánchez was elected President of the Confederation of Business Owners of Cádiz in January 2013 and served in such role until October 2021. Mr. Sánchez has presided over the Jerez Chamber of Commerce since 2013 and has led the Andalusian Council of Chambers of Commerce since 2019. Mr. Sánchez was a member of the executive committee of CEPYME from 2014 to 2017. From 1987 to 2013, Mr. Sánchez was the Secretary General of the Confederation of Business Owners of Cádiz. During such time, he also served as the Executive Vice President, engaging in numerous negotiation tables with labor unions and various government administrations. Mr. Sánchez was the Territorial Vice President of the Confederation of Business Owners of Andalusia from 2014 to 2024. Mr. Sánchez’s board tenures include positions at the European Center for Innovative Businesses (CEEI) Bahía de Cádiz (Chairman between 2004 and 2010), the Port Authority of the Bay of Cádiz (dates), and Airtificial (2018 to present). Mr. Sánchez previously served as the state representative at the Plenary of the Free Trade Zone Consortium of Cádiz. Mr. Sánchez earned a diploma in labor relations from Escuela Social de Granada and a degree in Industrial Relations from the University of Alcalá de Henares. Mr. Sánchez completed an executive leadership program at the Instituto Internacional San Telmo.
Mr. Sánchez is qualified to serve as a member of the Board due to his significant business experience in our local markets.
Antonio G. Lobón – Mr. Lobón has been a member of our board of directors since December 2024. Mr. Lobón is a seasoned tax professional specializing in international corporate tax and cross-border transactions. Mr. Lobón has been the tax coordinator for the bank and finance line of business of Iberoamerica in New York since 2004. Prior to that, Mr. Lobón was the partner-in-charge of Latin-American legal services for KLegal from 1999 to 2004. Mr. Lobón began his career with KPMG Spain in 1978 and was promoted to partner in 1987. From 1986 to 1990, he served as the partner-in-charge of the KPMG tax and legal department in Barcelona. In 1991, Antonio became the tax coordinator for the bank and finance line of business of KPMG in Spain. Mr. Lobón holds a degree in Law from Complutense University, Madrid, and a Master’s in Tax Law from the University of Deusto, Bilbao. Mr. Lobón is also a Spanish Certified Public Accountant (CPA) and is a member of the Madrid Bar Association and the Spanish Institute of Chartered Accountants.
Mr. Lobón is qualified to serve as a member of the Board due to his significant experience in international finance, tax, and law.
Peter R. Moore – Mr. Moore has been a member of our board of directors since December 2024. Mr. Moore is a global consumer brand and technology executive with more than thirty years’ experience in sales, marketing, product development and operations. He co-founded Santa Barbara Sky FC, a USL professional soccer club in 2022. From 2021 to January 2023, Mr. Moore was Senior Vice President and General Manager of Sport and Live Entertainment with Unity Technologies (NYSE:U). From 2017 to 2020, he was Chief Executive Officer of Liverpool Football Club. Prior to his tenure with Liverpool, Mr. Moore held executive leadership roles with various sports and entertainment companies including Electronic Arts (NASDAQ:EA), Microsoft (NASDAQ:MSFT), Sega, and Reebok. Mr. Moore received his masters degree from California State University, Long Beach, and bachelor’s degree from Madeley College.
Mr. Moore is qualified to serve as a member of the Board due to his significant executive leadership experience in the Company’s business verticals, soccer, and public company matters.
Family Relationships
There are no family relationships among any of our directors or executive officers.
Board of Directors
We currently have five members of our board of directors. Our certificate of incorporation provides that, subject to the rights of holders of any series of our preferred stock to elect directors, the number of directors on our board of directors shall be fixed from time to time solely by resolution of the majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. Each of our directors will serve a term ending on the next annual meeting of our stockholders following such director’s election or appointment, subject to such director’s earlier death, disqualification, resignation or removal.
Pursuant
to our certificate of incorporation, subject to the preferential rights of holders of any series of our preferred stock, any newly created
directorship that results from an increase in the number of directors or any vacancy on our board of directors can only be filled by
the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining
director and cannot be filled by the stockholders. Further, any member of our board of directors or our entire board of directors may
only be removed for cause, and then only by the affirmative vote of the holders of at least 662/3% in voting power of our
stock.
When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
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Director Independence
The listing rules of Nasdaq require us to maintain a board of directors comprised of a majority of independent directors, as determined affirmatively by our board of directions. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our Board, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities.
Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Javier Sánchez, Antonio G. Lobón, and Peter R. Moore (representing three of our five directors), has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules.
In making these determinations, our board of directors considered the relationships that each nonemployee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by each non-employee director.
Board Leadership Structure
Our board of directors is co-chaired by Rafael Contreras and Manuel Vizcaíno. Our Board believes that we and our stockholders are currently best served by this leadership structure. As Co-Chairmen, Mr. Contreras and Mr. Vizcaíno promote unified leadership and direction for our board of directors and management and provides the critical leadership necessary for carrying out our strategic initiatives. Mr. Contreras and Mr. Vizcaíno, together with our board of director’s strong committee system and independent directors, allows our board of directors to maintain effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. We believe our current Board’s leadership structure enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders.
Committees of our Board of Directors and Meetings
In December 2024, our board of directors established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. Our board of directors may also establish other committees from time to time to assist the board of directors. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. Upon our listing on Nasdaq, each committee’s charter will be available on our website at www.nomadar.com.
Following the listing of the Company on Nasdaq, the Board will hold monthly meetings. Directors will be expected to attend board meetings, the Annual Meeting of Stockholders and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting.
Audit Committee
The members of our audit committee consist of Javier Sánchez, Antonio G. Lobón, and Peter R. Moore. Antonio G. Lobón is the chair of the audit committee. Our board of directors has determined that each member of the audit committee is “independent” as that term is defined in Nasdaq rules and has sufficient knowledge in financial and auditing matters to serve on the audit committee. In addition, our board of directors has determined that each member of the audit committee meets the heightened independence requirements for audit committees required under Section 10A of the Exchange Act and related SEC and Nasdaq rules. Finally, the board of directors has determined that Antonio G. Lobón is be deemed an “audit committee financial expert.” The audit committee’s responsibilities include:
| ● | appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm; |
| ● | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; |
| ● | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; |
| ● | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; |
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| ● | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; |
| ● | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; |
| ● | recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our annual report on Form 10-K; |
| ● | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; |
| ● | preparing the audit committee report required by SEC rules to be included in our annual proxy statement; |
| ● | reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and |
| ● | reviewing quarterly earnings releases. |
Compensation Committee
The members of our compensation committee consist of Javier Sánchez, Antonio G. Lobón, and Peter R. Moore. Peter R. Moore is the chair of the compensation committee. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in Nasdaq rules and is a “non-employee director” under Rule 16b-3 under the Exchange Act. In addition, our board of directors has determined that each member of the compensation committee meets the heightened independence requirements for compensation committee purposes under Section 10C of the Exchange Act and related SEC and Nasdaq rules. The compensation committee’s responsibilities include:
| ● | reviewing and approving our philosophy, policies and plans with respect to the compensation of our chief executive officer; |
| ● | making recommendations to our board of directors with respect to the compensation of our chief executive officer and our other executive officers; |
| ● | reviewing and assessing the independence of compensation advisors; |
| ● | overseeing and administering our equity incentive plans; |
| ● | reviewing and making recommendations to our board of directors with respect to director compensation; and |
| ● | preparing the compensation committee reports required by the SEC, including our “compensation discussion and analysis” disclosure. |
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Nominating and Corporate Governance Committee
The members of our nominating and corporate governance committee consist of Javier Sánchez, Antonio G. Lobón, and Peter R. Moore. Javier Sánchez is the chair of the nominating and corporate governance committee. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in Nasdaq rules. The nominating and corporate governance committee’s responsibilities include:
| ● | developing and recommending to the board of directors, criteria for board and committee membership; |
| ● | establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders; |
| ● | reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; |
| ● | identifying and screening individuals qualified to become members of the board of directors; |
| ● | recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees; |
| ● | developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and |
| ● | overseeing the evaluation of our board of directors and management. |
Stockholder Communications
In December 2024, the Company adopted a stockholder communications policy.
Code of Conduct
In December 2024, we adopted a written code of business conduct and ethics, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. In connection with the effectiveness of the registration statement of which this prospectus forms a part, a current copy of the code will be posted on our website at www.nomadar.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
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EXECUTIVE AND DIRECTOR COMPENSATION
Executive Compensation
This section discusses the material components of the executive compensation program for our executive officers who are named in the “—2024 Summary Compensation Table” below.
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this Direct Listing may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” and a “smaller reporting company,” each as defined under SEC rules, we are not required to include a compensation discussion and analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and/or smaller reporting companies.
2024 Summary Compensation Table
The following tables represent information regarding the total compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2024 and during the period from August 8, 2023 (inception) through December 31, 2023. As noted therein, none of our named executive officers received compensation during the fiscal year ended December 31, 2024 or for the period from August 8, 2023 (inception) through December 31, 2023.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Rafael Contreras(1) | 2024 | -- | -- | -- | $ | -- | $ | -- | ||||||||||||||||
| Chief Executive Officer | 2023 | -- | -- | -- | $ | -- | $ | -- | ||||||||||||||||
| Ivan Contreras Torres(1) | 2024 | -- | -- | -- | $ | -- | (2) | $ | -- | |||||||||||||||
| Former Chief Executive Officer | 2023 | -- | -- | -- | $ | -- | (2) | $ | -- | |||||||||||||||
| Carlos Lacave | 2024 | -- | -- | -- | -- | -- | ||||||||||||||||||
| Chief Financial Officer | 2023 | -- | -- | -- | -- | -- | ||||||||||||||||||
| Joaquin Martin | 2024 | -- | -- | -- | $ | -- | (2) | $ | -- | |||||||||||||||
| Chief Communications and Investor Relations Officer | 2023 | -- | -- | -- | $ | -- | (2) | $ | -- | |||||||||||||||
| (1) | Mr. Contreras Torres resigned from his position as Chief Executive Officer of the Company, effective December 12, 2024 and Rafael Contreras was appointed as his replacement, effective on such date. During his time as Chief Executive Officer, Ivan Contreras Torres played a pivotal role in the preparation of the Company’s planned Direct Listing. Mr. Contreras Torres’ resignation was not the result of any disagreement with the Company. Mr. Contreras Torres resigned to capitalize on an opportunity to become the President of the U.S. division of a multinational wellness and beauty company. | |
| (2) | Each of Mr. Contreras Torres and Mr. Martin were granted shares of Class A common stock contingent on the successful listing of our Class A common stock on a U.S. securities exchange, pursuant to agreements with these parties. On November 5, 2024, these agreements were cancelled upon mutual agreement of the parties, and Mr. Martin and Mr. Contreras Torres forfeited the right to receive such shares upon the listing of our common stock and as such, received no compensation during the relevant period. |
Narrative to Summary Compensation Table
Other than as set forth below, none of our named executive officers received compensation during the fiscal year ended December 31, 2024 or during the period from August 8, 2023 (inception) through December 31, 2023. As described elsewhere herein, prior to the effectiveness of the registration statement of which this prospectus forms a part, we will enter into executive employment agreements with our named executive officers. We anticipate these agreements will contain customary representations and warranties, and provide for compensation arrangements in line with companies of our size and maturity, within our industry.
Outstanding Equity Awards at December 31, 2024
In August 2023, Sportech agreed to issue an aggregate of 418,782 shares of Class A common stock to our executive officers, contingent on the successful listing of our Class A common stock on a U.S. securities exchange. Such agreements were terminated on November 5, 2024. For more information, see “Stock Award Agreements with Executive Officers.”
Employment Agreements with Executive Officers
Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will enter into executive employment agreements with our named executive officers. We anticipate these agreements will contain customary representations and warranties, and provide for compensation arrangements in line with companies of our size and maturity, within our industry.
Stock Award Agreements with Executive Officers
In August 2023, Sportech agreed to issue to Mr. Martin 139,594 shares of Class A common stock, contingent on the successful listing of the Company’s common stock on a national U.S. stock exchange.
In August 2023, Sportech agreed to issue to Mr. Contreras Torres, 279,188 shares of Class A common stock, contingent on the successful listing of the Company’s common stock on a national U.S. stock exchange. Mr. Contreras resigned from his position as Chief Executive Officer of the Company, effective December 12, 2024.
On November 5, 2024, these agreements were cancelled upon mutual agreement of the parties, and Mr. Martin and Mr. Contreras Torres forfeited the right to receive such shares upon the listing of our common stock.
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Director Compensation
Non-employee Director Compensation Table
Each of our directors were appointed in December 2024. None of our directors received equity awards during the fiscal year ended December 31, 2024 or during the period from August 8, 2023 (inception) through December 31, 2023.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | |||||||||||
| Rafael Contreras | 2024 | -- | -- | -- | -- | ||||||||||
| 2023 | -- | -- | -- | -- | |||||||||||
| Manuel Vizcaíno | 2024 | -- | -- | -- | -- | ||||||||||
| 2023 | -- | -- | -- | -- | |||||||||||
| Javier Sánchez | 2024 | -- | -- | -- | -- | ||||||||||
| 2023 | -- | -- | -- | -- | |||||||||||
| Antonio G. Lobón | 2024 | -- | -- | -- | -- | ||||||||||
| 2023 | -- | -- | -- | -- | |||||||||||
| Peter R. Moore | 2024 | -- | -- | -- | -- | ||||||||||
| 2023 | -- | -- | -- | -- |
Non-Employee Director Compensation Policy
In January 2025, our board of directors adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The policy provides for the following compensation and awards, which will go into effect only upon, and following, the listing of the Class A common stock on a national securities exchange:
Inaugural Equity Grants
Each non-employee director who joins our board of directors receives an equity award of an option to purchase 40,000 shares of our Class A common stock. The current members of our board of directors will receive their inaugural equity grant following the completion of the Direct Listing.
Annual Equity Grants
Each non-employee director received an annual equity award of an option to purchase 30,000 shares of our Class A common stock. The current members of our board of directors will receive their annual equity grant following the completion of the Direct Listing.
Annual Cash Compensation
The annual retainers payable to non-employee directors for service on our board of directors and its committees are (i) $30,000 for service on our board of directors, (ii) $4,000 for service on the nominating and corporate governance committee, (iii) $5,000 for service on the compensation committee, (iv) $6,000 for service on the audit committee, (v) an additional $20,000 for the chair(s) of our board of directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments will begin only following the completion of the Direct Listing.
Equity Incentive Plans
In January 2025, we adopted an omnibus equity incentive plan (the “2025 Plan”). The 2025 Plan covers the grant of awards to the Company’s employees (including officers), non-employee consultants and non-employee directors and those of the Company’s affiliates. In addition, the 2025 Plan permits the grant of awards (other than incentive stock options) to individuals who are expected to become an employee to, non-employee consultant or non-employee director of the Company or any of its affiliates within a reasonable period of time after the grant of an award. For purposes of the 2025 Plan, the Company’s affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we, directly or indirectly, own either (i) stock of a corporation possessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of any non-corporate entity. As a result, eligible persons include individuals affiliated with Sportech. The 2025 Plan reserves up to 3,000,000 shares of Class A common stock for issuance. The 2025 Plan also includes an “evergreen” provision, whereby the Board may, in its discretion, increase the number of shares of Class A common stock available for issuance under the 2025 Plan on January 1st of each year beginning in 2026, by up to 5% of the issued and outstanding Class A common stock, calculated as of December 31st on the prior calendar year.
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The following is a summary of transactions or series of transactions since inception, or currently proposed transactions or series of transactions, to which we were, or will be, a party, in which the amount involved exceeded, or will exceed, $120,000, and in which any of our directors, executive officers, or to our knowledge, beneficial owners of 5% or more of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest, other than employment agreements and compensation payable to our executive officers and members of the Board. For more information see “Executive And Director Compensation.”
Transactions with Sportech and Cádiz CF
As described elsewhere in the registration statement of which this prospectus forms a part, we are a partially-owned subsidiary of Sportech which is a wholly-owned subsidiary of Cádiz CF. The following are a list of transactions since our inception, between us, Sportech and/or Cádiz CF:
| ● | In September 2023 we entered into the Sportech Loan with Sportech, which was subsequently amended in January 2024. The Sportech Loan provides that we may borrow up to $1 million from Sportech, from time to time, in partial or whole disbursement. The Sportech Loan provides for a final balance interest of 4.19% APR on all amounts borrowed under the Sportech Loan, with final repayment due no later than December 31, 2029. As of the date hereof, the Company has drawn on $488,649 of the Sportech Loan. | |
| ● | On July 31, 2024, we entered into a Stock Surrender Agreement with Sportech, pursuant to which Sportech surrendered 15,093,132 shares of our Class A common stock, which shares were cancelled. The Stock Surrender Agreement was entered into to effect a recapitalization of the Company, in connection with the Company’s listing of common stock and in preparation for operations as a public company. | |
| ● | On August 6, 2024, we entered into the MG License Agreement with Cádiz CF, pursuant to which Cádiz CF has granted Nomadar a worldwide license, outside of Spain, to commercialize the Mágico González brand for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Mágico González brand. After this initial term, we may be required to renegotiate the terms of the licensure of the MG Rights. In addition, Cádiz CF is entitled to terminate the MG License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. | |
| ● | On August 6, 2024, we entered into the HPT License Agreement with Cádiz CF, pursuant to which Cádiz CF has granted Nomadar a worldwide license to commercialize the Nomadar HPT for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Nomadar HPT. After this initial term, we may be required to renegotiate the terms of the licensure of the HPT Rights. In addition, Cádiz CF is entitled to terminate the HPT License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. | |
| ● | On October 30, 2024, the Company and Cádiz CF entered into the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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 November 2024, the Company entered into a Real Estate Contribution Agreement, which was subsequently amended and restated in December 2024, with Sportech, whereby Sportech agreed to assign all right and title, subject to certain conditions, to land on which the Company intends to construct the space for Sportech City in Cádiz, Spain. In connection therewith, the Company issued Sportech 500,000 shares of Class A common stock. However, Sportech and the Company subsequently agreed to not execute on the final conveyance of property and in the alternative, expect to enter into a five-year lease for the property on which Sportech City will be developed. As a result, the issuance of the shares of Class A Common stock was reversed as of the date of issuance as they were never fully paid for by Sportech. | |
| ● | In November 2024, we entered into the Contribution Agreement with Sportech, which was amended in June 2025, pursuant to which Sportech has agreed to provide up to $10 million to fund our business and operations in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027, 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 equal to the contribution amount on such Funding Date. The number of shares to be issued by the Company to Sportech on each Funding Date shall be calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Funding Date. The Contribution Agreement may be terminated by Sportech if the common stock of the Company is not listed on a U.S. national stock exchange on the 12-month anniversary of the execution date of the agreement. | |
| ● | 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 has an outstanding principal balance at the time of assignment of $8.5 million due on February 23, 2027. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A Common Stock and (ii) agreed to pay to Cádiz CF $1.0 million within 24 months from the date of the Assignment Agreement. |
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PRINCIPAL AND REGISTERED STOCKHOLDERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of June 27, 2025:
| ● | certain information regarding the beneficial ownership of our voting securities (being our voting common stock) as of June 27, 2025 by (i) each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our voting securities, (ii) each of our executive officers, (iii) each of our directors and (iv) all of our directors and executive officers as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their common stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their common stock; and |
| ● | the number of shares of our common stock held by and registered for resale by means of this prospectus for the Registered Stockholders. |
The Registered Stockholders include (i) our affiliates and certain other stockholders with “restricted securities” (as defined in Rule 144 under the Securities Act) who, because of their status as affiliates pursuant to Rule 144 or because they acquired their common stock from an affiliate or us within the prior 12 months, would be unable to sell their securities pursuant to Rule 144 until we have been subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for a period of at least 90 days and (ii) our employees. The Registered Stockholders may, or may not, elect to sell their common stock covered by this prospectus, as and to the extent they may determine. The Registered Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. The Registered Stockholders may elect to sell their shares in connection with this Direct Listing and in market transactions following this Direct Listing. As such, we will have no input if and when any Registered Stockholder may, or may not, elect to sell their common stock or the prices at which any such sales may occur. See “Plan of Distribution.”
Information concerning the Registered Stockholders may change from time to time and any changed information will be set forth in supplements to this prospectus, if and when necessary. Because the Registered Stockholders may sell all, some, or none of the common stock covered by this prospectus, we cannot determine the number of shares of common stock that will be sold by the Registered Stockholders, or the amount or percentage of shares of common stock that will be held by the Registered Stockholders upon consummation of any particular sale. In addition, the Registered Stockholders listed in the table below may have sold, transferred, or otherwise disposed of, or may sell, transfer, or otherwise dispose of, at any time and from time to time, our common stock in transactions exempt from the registration requirements of the Securities Act, after the date on which they provided the information set forth in the table below.
The Registered Stockholders are not entitled to any registration rights with respect to the common stock, other than the Registration Rights Agreement. However, we currently intend to use our reasonable efforts to keep the registration statement effective for a period of 90 days after the effectiveness of the registration statement. We are not party to any arrangement with any Registered Stockholder or any broker-dealer with respect to sales of common stock by the Registered Stockholders. However, we will engage a financial advisor with respect to certain other matters relating to our listing. See “Plan of Distribution.”
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities. Shares of common stock issuable pursuant to options and warrants are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such securities but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person.
The Registered Stockholders have not, nor have they within the past three years had, any position, office, or other material relationship with us, other than as disclosed in this prospectus. See “Management’s Discussion & Analysis of Financial Results and Condition” and “Certain Relationships and Related Party Transactions” for further information regarding the Registered Stockholders. Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o Nomadar Corp., 5015 Highway 59 N, Marshall, Texas 75670.
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For information regarding the rights and privileges of our common stock and Class B common stock, see the section of this prospectus titled “Description of Capital Stock.”
| Beneficial Ownership as of June 27, 2025 | ||||||||||||||||||||||||
| Name and address of | Class A Common Stock | Class B Common Stock | Percentage of Total Voting | Shares of Class A Common Stock Being | ||||||||||||||||||||
| Beneficial Owner | Shares | % | Shares | % | Power(1) | Registered | ||||||||||||||||||
| 5% Stockholders: | ||||||||||||||||||||||||
| Sport City Cádiz S.L.(2) | 6,972,578 | 52.55 | % | 2,500,000 | 100 | % | 90.05 | % | 6,972,578 | |||||||||||||||
| Cádiz CF(3) | 750,000 | 5.65 | % | - | - | 1.19 | % | 750,000 | ||||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||||||
| Carlos Lacave | 173,196 | (4) | 1.31 | % | - | - | % | * | % | 173,196 | ||||||||||||||
| Joaquin Martin | 197,594 | (5) | 1.49 | % | - | - | % | * | % | 197,594 | ||||||||||||||
| Rafael Contreras | 2,000 | (6) | * | % | - | - | % | * | % | 2,000 | ||||||||||||||
| Manuel Vizcaíno | 5,000 | (7) | * | % | - | - | % | * | % | 5,000 | ||||||||||||||
| Javier Sánchez | 353,000 | (8) | 2.66 | % | - | - | % | * | % | 353,000 | ||||||||||||||
| Antonio Lobón | -- | * | % | - | - | % | * | % | -- | |||||||||||||||
| Peter R. Moore | -- | * | % | - | - | % | * | % | -- | |||||||||||||||
| Director and Executive Officers as a Group (7) persons | 730,790 | 5.51 | % | - | - | % | 1.15 | % | 730,790 | |||||||||||||||
| YA II PN, Ltd | 937,500 | (9) | 4.99 | % | - | - | % | 1.48 | %(9) | 937,500 | (9) | |||||||||||||
| Other Registered Stockholders: | 3,877,850 | 31.30 | % | - | - | % | 6.13 | % | 3,877,850 | |||||||||||||||
| Total Number of Shares Being Registered | 13,268,718 | (1) | 100 | % | - | - | % | 20.97 | % | 13,268,718 | (1) | |||||||||||||
* Less than 1%.
(1) Based on 13,268,718 shares of Class A common stock (assuming the issuance of the maximum number of shares issuable to Yorkville, as described herein) and 2,500,000 shares of Class B common stock issued and outstanding as of June 27, 2025. Our shares of Class B common stock have special voting rights and privileges with respect to certain matters, including but not limited to the election of directors and the appointment of executive officers. As such, the voting power of each holder as set forth in this column reflects the voting power of shares of common stock in general, but may not accurately reflect the voting power of such shares with regard to matters upon which the holders of Class B common stock may exercise control.
(2) The address of Sportech is C/ Portugal, 2. Pol. Ind. El Trocadero, Puerto Real, 11519 (Cádiz – Spain). Manuel Ignacio Díaz Charlo has voting and dispositive power with respect to the shares held by Sportech.
(3) The address of Cádiz CF is Plaza de Madrid, s/n, Cadiz, 11010 (Cadiz – Spain). Cádiz CF has voting and dispositive power with respect to the shares held by Cádiz CF.
(4) Consists of 158,196 shares of common stock held by Mr. Lacave, 6,000 shares of common stock held by Mr. Lacave’s spouse, and 9,000 shares of common stock held by Mr. Lacave’s children.
(5) Consists of 7,000 shares of common stock held by Mr. Martin, 6,000 shares of common stock held by Mr. Martin’s spouse, 179,594 shares of common stock held by JMP 360 INTERNATIONAL ACTION SL, an entity controlled by Mr. Martin’s wife, and 5,000 shares of common stock held by Mr. Martin’s child.
(6) Consists of 1,000 shares of common stock held by Mr. Contreras and 1,000 shares of common stock held by Mr. Contreras’ child.
(7) Consists of 1,000 shares of common stock held by Mr. Vizcaíno, 1,000 shares of common stock held by Mr. Vizcaíno’s spouse, and 3,000 shares of common stock held by Mr. Vizcaíno’s children.
(8) Consists of 353,000 shares of common stock held by Mr. Sanchez.
(9) Includes (i) 37,500 shares of common stock held by Yorkville, and (ii) up to 900,000 shares of common stock issuable to Yorkville upon conversion of the Convertible Notes issuable to Yorkville pursuant to the SEPA. Yorkville has a 4.99% blocker, and as such, cannot convert any Convertible Notes if, after giving effect to such conversion, Yorkville would hold greater than 4.99% of our outstanding shares of common stock, which is 646,631 shares of common stock as of the date hereof. Investment decisions for YA II PN, Ltd. are made by Mr. Mark Angelo. The business address for YA II PN, Ltd. is 1012 Springfield Avenue, Mountainside, NJ 07092.
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General
The following description summarizes certain important terms of our capital stock, as they are expected to be in effect in connection with the effectiveness of the registration statement of which this prospectus forms a part. We adopted an amended and restated certificate of incorporation and amended and restated bylaws in July 2024, and this description summarizes the provisions of such documents. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section titled “Description of Capital Stock,” you should refer to our amended and restated certificate of incorporation and our amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law.
We are authorized to issue up to 100,000,000 shares of capital stock, which consist of: (i) up to 80,000,000 shares of Class A common stock, and up to 10,000,000 shares of Class B common stock; and (ii) up to 10,000,000 shares of preferred stock, each with a par value of $0.000001 per share.
Common Stock
Class A Common Stock
As of June 27, 2025, there were 12,368,718 shares of our Class A common stock outstanding held by approximately 480 stockholders of record. As described elsewhere herein, we are registering 900,000 shares which may be issued to Yorkville upon the conversion of the Convertible Notes.
Our amended and restated certificate of incorporation provides that:
| ● | holders of Class A common stock have voting rights for the election of our directors and all other matters requiring stockholder action, except with respect to amendments to our certificate of incorporation that alter or change the powers, preferences, rights or other terms of any outstanding Class B common stock, or preferred stock, if the holders of Class B common stock, or such affected series of preferred stock are entitled to vote on such an amendment; | |
| ● | holders of Class A common stock are entitled to one vote per share on matters to be voted on by stockholders and also will be entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor; | |
| ● | the payment of dividends, if any, on the Class A common stock will be subject to the prior payment of dividends on any outstanding preferred stock; | |
| ● | upon our liquidation or dissolution, the holders of Class A common stock will be entitled to receive pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock outstanding at that time; and | |
| ● | our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock. |
Class B Common Stock
As of June 27, 2025, there were 2,500,000 shares of our Class B common stock outstanding held by one stockholder of record.
Our amended and restated certificate of incorporation provides that:
| ● | holders of Class B common stock are entitled to twenty (20) votes per share on matters to be voted on by stockholders and also will be entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor; | |
| ● | the payment of dividends, if any, on the common stock will be subject to the prior payment of dividends on any outstanding preferred stock; | |
| ● | upon our liquidation or dissolution, the holders of common stock will be entitled to receive pro rata all assets remaining available for distribution to stockholders after payment of all liabilities and provision for the liquidation of any shares of preferred stock outstanding at that time; and | |
| ● | our stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the common stock. |
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Preferred Stock
Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights, if any, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of our control or the removal of our existing management.
Anti-Takeover Effects of our Certificate of Incorporation, Bylaws and Delaware Law
Our amended and restated certificate of incorporation and amended and restated bylaws include a number of provisions that may have the effect of delaying, deferring or preventing another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.
Stockholder Actions by Written Consent
Our amended and restated certificate of incorporation requires that, any action required or permitted to be taken by our stockholders must be effected at a duly-called annual or special meeting of our stockholders and may not be effected by written consent in lieu of a meeting.
Advance Notice Requirements
Our amended and restated bylaws established advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures specify that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken, and define what is considered timely. Our amended and restated bylaws also specify the requirements as to form and content of all stockholder notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.
Director Removal and Vacancies
Our amended and restated certificate of incorporation requires that any newly created directorship that results from an increase in the number of directors or any vacancy on our board of directors, must be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and may not be filled by the stockholders.
Supermajority Voting Requirements
Our amended and restated certificate of incorporation requires the affirmative vote of the holders of at least 662/3% in voting power of our stock entitled to vote thereon to (i) amend, alter or repeal our bylaws and adopt new bylaws. or (ii) to amend, alter, change or repeal, or adopt any provision inconsistent with, certain provisions of our certificate of incorporation, and other provisions including the provision precluding stockholder action by written consent, the choice of forum provision, and the limitation of liability provision in our amended and restated certificate of incorporation (as explained below). In addition, the affirmative vote or consent of the holders of at least 662/3% of the outstanding shares of Class B common stock, voting separately as a class, shall be required for (1) the authorization or issuance of any additional shares of Class B common stock and (2) any amendment, alteration or repeal of any of the provisions of the certificate of incorporation which adversely affects the powers, preferences, or rights of Class B common stock.
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Undesignated Preferred Stock
Our amended and restated certificate of incorporation provides for authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our shareholders, our board of directors could cause shares of preferred stock to be issued without shareholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group. In this regard, our amended and restated certificate of incorporation will grant our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in our control.
Exclusive Forum
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the (i) Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (d) any action asserting a claim governed by the internal affairs doctrine and (ii) to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. The foregoing provision would not preclude stockholders that assert claims under the Exchange Act from bringing such claims in federal court, to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law. Our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims.
Limitation of Liability and Indemnification of Directors and Officers
Our amended and restated bylaws provides that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law.
These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions and insurance are necessary to attract and retain talented and experienced directors and officers. In addition, in connection with the effectiveness of the registration statement of which this prospectus forms a part, we intend to enter into separate indemnification agreements with each of our directors and executive officers.
Section 203 of the DGCL
As a Delaware corporation, we will be subject to the provisions of Section 203 of the DGCL. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with an “interested stockholder.” In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns 15% or more of the outstanding voting stock of the corporation.
A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 of the DGCL do not apply if:
| ● | the business combination takes place more than three years after the interested stockholder became an “interested stockholder;” | |
| ● | our board of directors approves the transaction that made the stockholder an “interested stockholder” prior to the date of the transaction; | |
| ● | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding, other than statutorily excluded shares of common stock; or | |
| ● | on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
Listing
We intend to apply to list our common stock on the Nasdaq Capital Market under the symbol “NOMA”.
Transfer Agent and Registrar
The transfer agent for our securities is Continental Stock Transfer & Trust Company. The transfer agent’s address is One State Street Plaza, 30th Floor New York, New York 10004.
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to the listing of our common stock on Nasdaq, there has been no public market for our common stock. Sales of a substantial number of shares our common stock in the public market following our listing on Nasdaq, or the perception that such sales could occur, could adversely affect the public price of our common stock and may make it more difficult for you to sell your shares at a time and price that you deem appropriate. We will have no input if and when any Registered Stockholders may, or may not, elect to sell their shares or the prices at which any such sales may occur.
After the Direct Listing, a total of 13,268,718 shares of our Class A common stock will be outstanding (assuming the issuance of the maximum number of shares issuable to Yorkville, as described herein), all of which will be registered for resale under the registration statement of which this prospectus forms a part. Any shares not registered hereunder will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act, including, but not limited to, the shares registered hereunder, or if they qualify for an exemption from registration, including under Rules 144 or 701 under the Securities Act, which are summarized below. Restricted securities also may be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S. With the exception of shares owned by our directors, officers and certain stockholders, substantially all of our common stock may be sold after our initial listing on Nasdaq, either by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 of the Securities Act.
Rule 144
In general, under Rule 144 as currently in effect, once we have been subject to and in compliance with public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, an eligible shareholder is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. To be an eligible shareholder under Rule 144, such shareholder must not be deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares of common stock proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates. If such a person has beneficially owned the shares of common stock proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently in effect, our affiliates or persons selling common stock on behalf of our affiliates are entitled to sell shares 90 days after we become a reporting company. Within any three-month period, such shareholders may sell a number of shares that does not exceed the greater of:
| ● | 1% of the number of shares of Class A common stock then outstanding, which will equal approximately 115,812 shares immediately after our registration; or | |
| ● | the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. |
Sales under Rule 144 by our affiliates or persons selling shares of common stock on behalf of our affiliates also are subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.
Rule 701
Rule 701 generally allows a shareholder who was issued shares under a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding 90 days, to sell these shares in reliance on Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after we become a reporting company before selling those shares under Rule 701.
Registration Statements on Form S-8
We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock subject to outstanding stock options or reserved for issuance under the 2024 Plan, as soon as permitted under the Securities Act. Such registration statements will automatically become effective upon filing with the SEC. However, shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice, and public information requirements of Rule 144.
Lock-up Agreements
Sportech, all of our directors and officers, and certain of their affiliates, holding an aggregate of approximately 7,580,868 shares of common stock (collectively, the “Restricted Stockholders”), have agreed with us, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of common stock or securities convertible into or exercisable or exchangeable for shares of common stock, for a period of 365 days following the date our common stock is listed for trading, subject to a “leak out” whereby a number of such restricted shares may become unrestricted over time, prior to the 365th day. 180 days after our common stock is listed, 1.5% of the shares held by each Restricted Stockholder will become unrestricted, provided for 20 of the prior 30 consecutive trading days the (i) common stock has closed at a 25% premium to the initial reference price and (ii) average daily trading volume (“ADTV”) was at least $500,000. 210 days after our common stock is listed, an additional 1.5% of the shares held by each Restricted Stockholder will become unrestricted, provided for 20 of the prior 30 consecutive trading days the (i) common stock has closed at a 35% premium to the initial reference price and (ii) ADTV was at least $750,000. 270 days after our common stock is listed, another 2.0% of the shares held by each Restricted Stockholder will become unrestricted, provided for 20 of the prior 30 consecutive trading days the (i) common stock has closed at a 45% premium to the initial reference price and (ii) ADTV was at least $1,000,000. 365 days after our common stock is listed, all shares held by each Restricted Stockholder will become unrestricted securities, subject to any volume and sale restrictions imposed by virtue of Rule 144 or otherwise.
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SALE PRICE HISTORY OF OUR CAPITAL STOCK
We intend to apply to list our common stock on Nasdaq. Prior to the listing of our common stock on Nasdaq, there has been no public market for our common stock. Our common stock has a limited history of trading in private transactions.
| ● | Between inception in August 2023 and April 2024, we issued to Sportech an aggregate of 2,500,000 shares of Class B common stock and 25,000,000 shares of Class A common stock in connection with the formation of the Company as a subsidiary of Sportech. These shares were issued at a price of $0.000001 per share. | |
| ● | Between inception in August 2023 and March 2024, we issued 1,670,000 shares of Class A common stock at a price of $0.01 per share. | |
| ● | Between April 2024 and May 2024, we issued an aggregate of 4,350 shares of Class A common stock in a private placement at a price of $2.00 per share. | |
| ● | In July 2024, Sportech surrendered an aggregate of 15,093,132 shares of Class A common stock pursuant to the Stock Surrender Agreement in preparation for the direct listing. | |
| ● | On May 22, 2025, the Company issued Yorkville the Commitment Shares in connection with the entry into the SEPA, at a stated value of $8.00 per share. | |
| ● | On June 12, 2025, the Company issued to Cádiz CF 750,000 shares of its Class A Common Stock in connection with the entry into the Assignment Agreement. |
While the Advisor is expected to consider this price in connection with setting the opening public price of our common stock, this information may have little or no relation to broader market demand for our common stock and thus the opening public price and subsequent public price of our common stock on Nasdaq. As a result, you should not place undue reliance on this historical private sale price as it may differ materially from the opening public price and subsequent public price of our common stock on Nasdaq.
We intend to consummate additional private financings prior to the effectiveness of the registration statement of which this prospectus forms a part.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following is a general discussion of material U.S. federal income tax considerations and certain U.S. federal estate tax considerations relating to the acquisition, ownership, and disposition of our common stock applicable to non-U.S. holders that purchase our common stock and hold it as a “capital asset” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended, or the Code (generally, property held for investment). For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of our common stock (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | |
| ● | an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or | |
| ● | a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons,” as defined under the Code, or U.S. persons, have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes. |
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner therein will generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our common stock should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.
This discussion is based on current provisions of the Code, final, temporary and proposed Treasury regulations promulgated thereunder, or the Treasury Regulations, judicial decisions, published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or IRS, all as in effect as of the date of this prospectus and all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any change could alter the tax consequences to non-U.S. holders described herein. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein.
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This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes, other U.S. federal tax, the alternative minimum tax, or the unearned income Medicare contribution tax on net investment income. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:
| ● | banks, insurance companies and other financial institutions; | |
| ● | brokers or dealers or traders in securities; | |
| ● | tax-exempt organizations; | |
| ● | pension plans; | |
| ● | persons who hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment or who have elected to mark securities to market; | |
| ● | controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax; | |
| ● | non-U.S. governments; and | |
| ● | U.S. expatriates and former citizens or long-term residents of the United States. |
THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES FOR NON-U.S. HOLDERS RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. PROSPECTIVE HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
Distributions
As discussed under “Dividend Policy” above, we do not expect to make distributions on our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts of distributions not treated as dividends for U.S. federal income tax purposes will first constitute a tax-free return of capital of the non-U.S. holder’s investment and be applied against and reduce a non-U.S. holder’s adjusted tax basis in its common stock, but not below zero. Any remaining excess will be treated as capital gain and will be treated as described below under “Gain on Sale or Other Disposition of Common Stock.” Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of the withholding rules discussed below we or the applicable withholding agent may treat the entire distribution as a dividend. Any such distributions will also be subject to the discussions below under the headings “FATCA” and “Backup Withholding, Information Reporting and Other Reporting Requirements.”
Subject to the discussion in the next two paragraphs, dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.
Dividends we pay to a non-U.S. holder that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment or a fixed base maintained by such non-U.S. holder) will generally be exempt from the U.S. federal withholding tax described above, if the non-U.S. holder complies with applicable certification and disclosure requirements (generally including provision of a valid IRS Form W-8ECI (or applicable successor form) certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States). Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, at regular U.S. federal income tax rates as would apply if such holder were a U.S. person (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is classified as a corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form W-8BEN or W-8BEN-E (or successor form) and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty and the specific methods available to them to satisfy these requirements.
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Gain on Sale or Other Disposition of Common Stock
Subject to the discussion below under the headings “FATCA” and “Backup Withholding, Information Reporting and Other Reporting Requirements,” a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. holder’s shares of our common stock unless:
| ● | the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. holder); | |
| ● | the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or | |
| ● | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such non-U.S. holder’s holding period of our common stock, and, provided that our common stock is regularly traded in an established securities market within the meaning of applicable Treasury Regulations, the non-U.S. holder has held, directly, indirectly, or constructively, at any time during said period, more than 5% of our common stock. |
Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax on a net income tax basis, at regular U.S. federal income tax rates that apply to U.S. persons. If the non-U.S. holder is a non-U.S. corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will be subject to a flat 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from such sale or other disposition, which may be offset by certain U.S. source capital losses, if any. We believe that we are not, and we do not anticipate becoming a U.S. real property holding corporation for U.S. federal income tax purposes. Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.
FATCA
Withholding taxes may be imposed under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends (including deemed dividends) paid on our common stock, to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial U.S. owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the U.S. governing FATCA may be subject to the reporting rules of that intergovernmental agreement. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we or the applicable withholding agent may treat the entire distribution as a dividend. Although withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations would eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Under certain circumstances, a non-U.S. holder will be eligible for refunds or credits of withholding taxes imposed under FATCA by timely filing a U.S. federal income tax return. Prospective investors should consult their tax advisors regarding the potential application of these withholding provisions.
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Backup Withholding, Information Reporting and Other Reporting Requirements
We must report annually to the IRS and to each non-U.S. holder the amount of any distributions paid to, and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable income tax treaty. Copies of this information reporting may also be made available under the provisions of a specific income tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.
A non-U.S. holder will generally be subject to backup withholding for dividends on our common stock paid to such holder unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. holder (provided that the payor does not have actual knowledge or reason to know that such holder is a U.S. person) or otherwise establishes an exemption.
Information reporting and backup withholding generally will apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or non-U.S., unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.
Backup withholding is not an additional income tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be credited against the non-U.S. holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the IRS in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.
U.S. Federal Estate Tax
Shares of our common stock that are owned or treated as owned by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death are considered U.S. situs assets and will be included in the individual’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.
The preceding discussion of material U.S. federal income tax considerations and certain U.S. federal estate tax considerations is for information only. It is not legal or tax advice. Prospective investors should consult their tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning and disposing of our common stock, including the consequences of any proposed changes in applicable laws.
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The Registered Stockholders, and their pledgees, donees, transferees, assignees, or other successors in interest may sell their shares of common stock covered hereby pursuant to brokerage transactions on Nasdaq, or other public exchanges or registered alternative trading venues, at prevailing market prices at any time after the common stock are listed for trading. We are not party to any arrangement with any Registered Stockholder or any broker-dealer with respect to sales of shares of common stock by the Registered Stockholders, except we have engaged a financial advisor with respect to certain other matters relating to the registration of our common stock and listing of our common stock, as further described below. As such, we do not anticipate receiving notice as to if and when any Registered Stockholder may, or may not, elect to sell their shares of common stock or the prices at which any such sales may occur, and there can be no assurance that any Registered Stockholders will sell any or all of their shares of common stock covered by this prospectus.
We will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders. We will recognize costs related to this direct listing and our transition to a publicly-traded company consisting of professional fees and other expenses. We will expense these amounts in the period incurred and not deduct these costs from net proceeds to the issuer as they would be in an initial public offering.
On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will then be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules.
Under Nasdaq rules, the Current Reference Price means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder.
In determining the Current Reference Price, Nasdaq’s cross algorithms will match orders that have been entered into and accepted by Nasdaq’s system. This occurs with respect to a potential Current Reference Price when orders to buy shares of common stock at an entered bid price that is greater than or equal to such potential Current Reference Price are matched with orders to sell a like number of shares of common stock at an entered asking price that is less than or equal to such potential Current Reference Price. To illustrate, as a hypothetical example of the calculation of the Current Reference Price, if Nasdaq’s cross algorithms matched all accepted orders as described above, and two limit orders remained — a limit order to buy 500 shares of common stock at an entered bid price of $10.01 per share and a limit order to sell 200 shares of common stock at an entered asking price of $10.00 per share — the Current Reference Price would be selected as follows:
| ● | Under clause (i), if the Current Reference Price is $10.00, then the maximum number of additional shares that can be matched is 200. If the Current Reference Price is $10.01, then the maximum number of additional shares that can be matched is also 200, which means that the same maximum number of additional shares would be matched at the price of either $10.00 or $10.01. |
| 81 |
| ● | Because more than one price under clause (i) exists, under clause (ii), the Current Reference Price would be the price that minimizes the imbalance between orders to buy or sell (i.e., minimizes the number of shares that would remain unmatched at such price). Selecting either $10.00 or $10.01 as the Current Reference Price would create the same imbalance in the limit orders that cannot be matched, because at either price 300 shares would not be matched. | |
| ● | Because more than one price under clause (ii) exists, under clause (iii), the Current Reference Price would be the entered price at which orders for shares of common stock at such entered price will remain unmatched. In such case, choosing $10.01 would cause 300 shares of the 500-share limit order with the entered price of $10.01 to remain unmatched, compared to choosing $10.00, where all 200 shares of the limit order with the entered price of $10.00 would be matched, and no shares at such entered price remain unmatched. Thus, Nasdaq would select $10.01 as the Current Reference Price, because orders for shares at such entered price will remain unmatched. The above example (including the prices) is provided solely by way of illustration. |
The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate pre-opening buy and sell interest), the Advisor will request that Nasdaq delay the opening until such a time that sufficient price discovery has been made to ensure that a reasonable amount of volume crosses on the opening trade. Further, in the highly unlikely event that Nasdaq consults with the Advisor as described in clause (iv) of the definition of Current Reference Price, the Advisor would request that Nasdaq delay the opening to ensure a single opening price within clauses (i), (ii) or (iii) of the definition of the Current Reference Price. Under Nasdaq rules, in the event of such delay, prior to terminating such delay, there will be a 10-minute “Display Only” period during which market participants may enter quotes and orders in shares of our common stock in Nasdaq systems. In addition, beginning at 4:00 a.m., market participants may enter orders in shares of our common stock on Nasdaq. Such orders will be accepted and entered into the system. After the conclusion of the 10-minute “Display Only” period, our common stock will enter a “Pre-Launch” period of indeterminate duration. The “Pre-Launch” period will end and shares of our common stock will be released for trading by Nasdaq when certain conditions are met, including Nasdaq’s receipt of notice from the Advisor that our shares of common stock are ready to trade, after which the Nasdaq system will calculate the Current Reference Price at that time and display it to the Advisor. If the Advisor then approves proceeding, the Nasdaq system will conduct certain validation checks. The Advisor, with concurrence of Nasdaq, may determine at any point during the delay process up through the conclusion of the “Pre-Launch” period to postpone and reschedule the Direct Listing. Neither the Company nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism. Additionally, neither the Company nor the Registered Stockholders will control or influence the Advisor in carrying out its role as a financial advisor, including with respect to any decision by the Advisor to delay or proceed with trading.
Similar to a Nasdaq-listed firm-commitment underwritten initial public offering, in connection with the listing of our shares of common stock, buyers and sellers who have subscribed will have access to Nasdaq’s Order Imbalance Indicator, or the Net Order Imbalance Indicator, a widely available, subscription-based data feed, prior to submitting buy or sell orders. Nasdaq’s electronic trading platform simulates auctions every second to calculate a Current Reference Price, the number of shares of common stock that can be paired off the Current Reference Price, the number of shares of common stock that would remain unexecuted at the Current Reference Price and whether a buy-side or sell-side imbalance exists, or whether there is no imbalance, to disseminate that information continuously to buyers and sellers via the Net Order Imbalance Indicator data feed.
However, because this is not an initial public offering being conducted on a firm-commitment underwritten basis, there will be no traditional book building process (that is, an organized process pursuant to which buy and sell interest is coordinated in advance to some prescribed level – the “book”). Moreover, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public, as there would be in a firm-commitment underwritten initial public offering. The lack of an initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, the public price of our shares of common stock may be more volatile than in an initial public offering underwritten on a firm-commitment basis and could, upon being listed on Nasdaq, decline significantly and rapidly.
| 82 |
In addition, to list on Nasdaq, we are also required to have at least four registered and active market makers. We expect that the Advisor will act as a registered and active market maker and will engage other market makers.
In addition to sales made pursuant to this prospectus, the shares of common stock covered by this prospectus may be sold by the Registered Stockholders in private transactions exempt from the registration requirements of the Securities Act. Under the securities laws of some states, shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
A Registered Stockholder may from time to time transfer, distribute (including distributions in kind by Registered Stockholders that are investment funds), pledge, assign, or grant a security interest in some or all the shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the transferees, distributees, pledgees, assignees, or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under applicable provisions of the Securities Act amending the list of the Registered Stockholders to include the transferee, distributee, pledgee, assignee, or other successors in interest as Registered Stockholders under this prospectus. The Registered Stockholders also may transfer the shares in other circumstances, in which case the transferees, distributes, pledgees, or other successors in interest will be the registered beneficial owners for purposes of this prospectus.
A Registered Stockholder that is an entity may elect to make an in-kind distribution of common stock to its members, partners, or stockholders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus.
If any of the Registered Stockholders utilize a broker-dealer in the sale of the shares of common stock being offered by this prospectus, such broker-dealer may receive commissions in the form of discounts, concessions or commissions from such Registered Stockholder or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal.
We have engaged the Advisor, Clear Street LLC, as our financial advisor to advise and assist us with respect to certain matters relating to the Direct Listing. The services expected to be performed by the Advisor will include providing advice and assistance with respect to defining objectives, analyzing, structuring and planning the Direct Listing and developing and assisting with our investor communication strategy in relation to the Direct Listing. In connection with its engagement as our financial advisor, the Advisor will be entitled to a fee of $750,000 and a grant of $250,000 of shares of our common stock upon the successful consummation of the Direct Listing. The Advisor will also be entitled to an expense reimbursement for up to $150,000 of its reasonable, documented expenses incurred by the Advisor in connection with its engagement.
In addition, pursuant to our agreement with the Advisor, for a period of twelve months from the date of the consummation of the Direct Listing, the Advisor shall have the right of participation to act as an underwriter, placement agent, or financial advisor to the Company with respect to any underwriting, financing, or financial advisory work, or M&A transaction, as the case may be and, in connection therewith, to receive a minimum of 50% of the aggregate economics paid to underwriters, placement agents or financial advisors in such additional transactions, upon such usual and customary terms as the Advisor and we may mutually agree, with such terms to be set forth in a separate engagement letter or other agreement between the Advisor and us.
The Advisor will not be engaged to otherwise facilitate or coordinate price discovery activities or the solicitation and/or sales of shares of our common stock in consultation with us, and will not be permitted to, and will not be instructed by us to, plan or actively participate in any investor education activities, except as described herein.
Prior to the financial advisory services provided by the Advisor to us in connection with the listing of our securities, neither the Advisor nor any affiliates of the Advisor have provided services of any kind to us.
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The validity of the shares of common stock offered hereby will be passed upon for us by Dentons US LLP, New York, New York. Nelson Mullins Riley & Scarborough LLP, Raleigh, North Carolina, is legal advisor to the Advisor.
The balance sheets of Nomadar Corp. as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2024 and 2023 have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is included herein, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern. Such financial statements have been included herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of common stock being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.
Immediately upon the effectiveness of the registration statement of which this prospectus forms a part, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with such law, will file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You may obtain documents that we file with the SEC at www.sec.gov. Our website address is www.nomadar.com. Upon the effectiveness of the registration statement of which this prospectus forms a part, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. Our website address is included in this prospectus as an inactive textual reference only.
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NOMADAR CORP.
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Nomadar Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Nomadar Corp. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s net loss from operations since inception raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ EisnerAmper LLP
We have served as the Company’s auditor since 2024.
EISNERAMPER LLP
Iselin, New Jersey
June 26, 2025
| F-2 |
NOMADAR CORP.
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 417 | $ | 14,630 | ||||
| Accounts receivable | 16,240 | — | ||||||
| Total current assets | 16,657 | 14,630 | ||||||
| Total assets | $ | 16,657 | $ | 14,630 | ||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 599,716 | $ | — | ||||
| Accrued expenses | 273,754 | 475 | ||||||
| Deferred revenue | 8,324 | — | ||||||
| Interest payable - stockholder loan | 7,897 | 267 | ||||||
| Total current liabilities | 889,691 | 742 | ||||||
| Stockholder loan | 488,664 | 35,195 | ||||||
| Total liabilities | 1,378,355 | 35,937 | ||||||
| Commitments and contingencies (Note 3) | ||||||||
| Stockholders’ deficit: | ||||||||
| Class A Common Stock; $0.000001 par value per share; 800,000,000 shares authorized; 11,581,218 and 25,910,000 issued and outstanding at December 31, 2024 and 2023, respectively. | 12 | 26 | ||||||
| Class B Common Stock; $0.000001 par value per share; 50,000,000 shares authorized; 2,500,000 shares issued and outstanding at December 31, 2024 and 2023. | 3 | 3 | ||||||
| Additional paid-in capital | 50,840 | 18,226 | ||||||
| Accumulated deficit | (1,412,553 | ) | (39,562 | ) | ||||
| Total stockholders’ deficit | (1,361,698 | ) | (21,307 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 16,657 | $ | 14,630 | ||||
The accompanying notes are an integral part of the financial statements.
| F-3 |
NOMADAR CORP.
| For the Year Ended December 31, 2024 | For the Period from August 8, 2023 (inception) through December 31, 2023 | |||||||
| Revenue | $ | 8,025 | $ | — | ||||
| Cost of sales | 6,318 | — | ||||||
| Gross profit | 1,707 | — | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | 92,018 | 38,892 | ||||||
| Professional fees | 1,274,941 | 403 | ||||||
| Loss on foreign currency transactions, net | 109 | — | ||||||
| Total operating expenses | 1,367,068 | 39,295 | ||||||
| Loss from operations | (1,365,361 | ) | (39,295 | ) | ||||
| Other expense: | ||||||||
| Interest expense - stockholder loan | 7,630 | 267 | ||||||
| Loss before provision for income taxes | (1,372,991 | ) | (39,562 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (1,372,991 | ) | $ | (39,562 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 22,689,851 | 27,864,510 | ||||||
| Net loss per share attributable to common stockholders - basic and diluted | $ | (0.06 | ) | $ | (0.00 | ) | ||
The accompanying notes are an integral part of the financial statements.
| F-4 |
NOMADAR CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Class A Common Stock | Class B Common Stock | Class C Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at August 8, 2023 (inception) | — | $ | — | — | $ | — | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||
| Issuance of Class A Common Stock | 25,910,000 | 26 | — | — | — | — | — | — | 18,224 | — | 18,250 | |||||||||||||||||||||||||||||||||
| Issuance of Class B Common Stock | — | — | 2,500,000 | 3 | — | — | — | — | 2 | — | 5 | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | (39,562 | ) | (39,562 | ) | |||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 25,910,000 | $ | 26 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 18,226 | $ | (39,562 | ) | $ | (21,307 | ) | ||||||||||||||||||||||||
| Issuance of Class A Common Stock | 764,350 | 1 | — | — | — | — | — | — | 32,599 | — | 32,600 | |||||||||||||||||||||||||||||||||
| Surrender of Class A Common Stock | (15,093,132 | ) | (15 | ) | — | — | — | — | — | — | 15 | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | (1,372,991 | ) | (1,372,991 | ) | |||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 11,581,218 | $ | 12 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 50,840 | $ | (1,412,553 | ) | $ | (1,361,698 | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
| F-5 |
NOMADAR CORP.
| For the Year Ended December 31, 2024 | For the Period from August 8, 2023 (inception) through December 31, 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (1,372,991 | ) | $ | (39,562 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (16,240 | ) | — | |||||
| Accounts payable | 599,716 | — | ||||||
| Accrued expenses | 273,279 | 475 | ||||||
| Deferred revenue | 8,324 | - | ||||||
| Interest payable - stockholder loan | 7,630 | 267 | ||||||
| Net cash used in operating activities | (500,282 | ) | (38,820 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of common stock | 32,600 | 18,255 | ||||||
| Proceeds from stockholder loan | 453,469 | 35,195 | ||||||
| Net cash provided by financing activities | 486,069 | 53,450 | ||||||
| Net Change in Cash | (14,213 | ) | 14,630 | |||||
| Cash - Beginning of Period | 14,630 | — | ||||||
| Cash - End of Period | $ | 417 | $ | 14,630 | ||||
| Noncash investing and financing activities: | ||||||||
| Surrender of Class A Common Stock | 15 | — | ||||||
The accompanying notes are an integral part of the financial statements.
| F-6 |
NOMADAR CORP.
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, the Company is a sport technology business that will operate sport technology platforms and will offer consulting services in addition to the planned construction and subsequent operation of a multi-purpose event center. The Company will also offer an educational high performance training (“HPT”) program for young athletes to assimilate into elite soccer programs. The Company aims 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 plans to generate revenue through subscription fees, sales of software licenses, consulting services, and commissions from facilitating transactions between athletes or teams. In the fragmented sports technology industry, the Company competes with other businesses by focusing on specific sports and providing unique technological solutions to its prospective clients.
Through December 31, 2024, the Company had engaged in limited operations and generated minimal revenues. Substantially all activity for the period from August 8, 2023 (inception) through December 31, 2024 relates to the Company’s formation and the proposed registered direct listing (“Proposed Direct Listing”) as well as the Company’s efforts to execute the exclusive license agreements further described in “Note 3. Commitments and Contingencies.” The Company has selected December 31 as its fiscal year end.
Going Concern
As of December 31, 2024, the Company had $417 in cash and a working capital deficit of $873,034. The Company has incurred a net loss from operations and negative cash flows from operating activities since inception. As of December 31, 2024, the Company had an accumulated deficit of $1,412,553. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are available to be issued.
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 after the close of the Proposed Direct Listing. In addition, 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 $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, contingent upon the listing of the Company on a U.S. national stock exchange through the Proposed Direct Listing. Lastly, the Company 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 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, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective. There is no assurance that the Company’s plans to complete the Proposed Direct Listing or to otherwise raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company 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, the Company may be required to raise additional cash through alternative debt or equity transactions. It 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 the Company’s ability to continue as a going concern.
These accompanying 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.
| F-7 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash
Cash amounts include cash on hand and cash on deposit with banks. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2024 and 2023.
Accounts Receivable
The Company’s accounts receivable balance is $16,240 and $0 as of December 31, 2024 and 2023, respectively. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or other security to support amounts due. Management performs ongoing credit evaluations of its customers based on financial information provided by the customer and estimates allowances for credit losses. Accounts receivable outstanding longer than the contractual payment terms are considered past due. The Company writes off accounts receivable when they become uncollectible. The allowance for credit losses was not material as of December 31, 2024 and 2023.
| F-8 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
Foreign Operations and Foreign Currency
The Company’s reporting currency is the U.S. dollar. Realized and unrealized foreign currency exchange gains and losses arising from transactions denominated in currencies other than the U.S. dollar are reflected in earnings.
Foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing tax laws, possible limitations on foreign investment and income repatriation, government price or foreign exchange controls, and restrictions on currency exchange.
Income Taxes
The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards.
ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no tax accruals relating to uncertain tax positions.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company files income tax returns in the U.S. federal jurisdiction which remain open and subject to examination. The Company was incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Net Loss Per Common Share
The Company accounts for earnings or loss per share pursuant to ASC Topic 260, “Earnings per Share,” which requires disclosure on the financial statements of “basic” and “diluted” earnings or loss per share. Basic loss per common share 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 equivalents (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. As of December 31, 2024 and 2023, there were no dilutive securities outstanding as the Company did not have any contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for common stock for the period presented.
| F-9 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times in the future, may exceed the Federal depository insurance coverage. As of December 31, 2024, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Revenue Recognition
Overview
The Company generates revenue from the following sources: (1) HPT program services and (2) contracts for events held at the Nuevo Mirandilla Stadium.
In accordance with ASC 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. |
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.
| F-10 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
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 use the HPT know-how to promote, build, and develop local and international HPT programs worldwide as well as the rights to use the registered trademarks and official images of Cádiz CF in promotional and advertising activities. The initial term of the HPT Agreement is twenty years from the effective date of the contract. 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 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 First Division 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 year ended December 31, 2024, the Company recognized revenue of $8,025 related to its HPT program. The Company did not recognize any deferred revenue related to the HPT program as of December 31, 2024.
Stadium Events
On October 30, 2024, the Company entered into a contract with Cadiz CF for the operation of spaces and organization of events (the “Stadium Agreement”). Pursuant to the Stadium Agreement, Nomadar is granted the temporary, non-exclusive rights to use the Nuevo Mirandilla Stadium (the “Stadium”). The Company engages third-party event coordinators to host events at the stadium. Under these contracts, the Company is responsible for the assignment of space within the 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 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.
Deferred revenue balances consist of the up-front fee due to the Company at the time of closing of a contract entered into in December 2024. This deferred revenue will be recognized in revenue upon occurrence of the event. As of December 31, 2024, all of the Company’s deferred revenue attributable to stadium events were reported as current liabilities in the accompanying balance sheet in the amount of $8,324. The up-front fee was uncollected as of December 31, 2024 and recorded within accounts receivable on the accompanying balance sheet. The Company did not recognize any revenue related to the hosting of stadium events during the year ended December 31, 2024 or the period from August 8, 2023 (inception) through December 31, 2023.
| F-11 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
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.
Cost of Sales
The Company’s cost of sales consists of costs incurred related to the execution of the Company’s HPT program, specifically for housing and travel of the athletes and the equipment and coaching provided in the training program. Cost of sales are recorded in the period in which the corresponding revenue was earned.
Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which added required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to help investors understand how the Chief Operating Decision Maker (“CODM”) evaluates segment expenses and operating results. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance. The amendments are effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 effective January 1, 2024. This accounting pronouncement did not have a material impact on the Company’s related disclosures. Refer to “Note 7. Segment Information” for further detail.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 for public business entities and for annual periods beginning after December 15, 2025 for all other entities, with early adoption permitted. The standard is required to be adopted on a prospective basis; however, retrospective application is permitted. The accounting pronouncement is not expected to have a material impact on the Company’s related disclosures.
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.
| F-12 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
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 15% of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the HPT know-how regulated under the agreement. Pursuant to the Mágico González Agreement, the Company will pay a royalty equivalent to 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. For more information on the licensing agreements, see “Note 4. Related Party Transactions.”
NOTE 4. RELATED PARTY TRANSACTIONS
Stockholder Loan
On September 1, 2023, the Company entered into a line of credit with its majority stockholder Sport City Cádiz, S.L. (the “Stockholder” or “Sport City” or “Sportech”). The aggregate outstanding borrowings under the agreement, as amended, with the Stockholder will not exceed $1,000,000 and will maintain an interest rate of 4.19%. There were no upfront fees or commitment fees paid by the Company in connection with the line of credit agreement. Individual draws and repayments are planned to be transacted in U.S. Dollars (“USD”).
During the period from August 8, 2023 (inception) through December 31, 2023, the Company drew $35,195 on the line of credit. During the year ended December 31, 2024, the Company drew an additional $453,469 on the line of credit. The outstanding balance is included within the stockholder loan line item on the accompanying balance sheets. The stockholder loan is carried at cost until repayment and has a maturity date of December 31, 2029. The Company incurred $7,630 and $267 of interest expense during the year ended December 31, 2024 and the period from August 8, 2023 (inception) through December 31, 2023, respectively, in connection with interest due on its outstanding borrowings, for a total amount due of $7,897 and $267 as of December 31, 2024 and 2023, respectively.
Exclusive License Agreements
Pursuant to the HPT Agreement, Cádiz CF has planned and developed the HPT program which provides the opportunity for youth fútbol players to become immersed in La Liga First Division 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. Summary of Significant Accounting Policies.” The Company began generating revenue and incurring expenses related to the HPT Agreement in December, 2024.
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 did not generate any revenue or incur any expenses related to the Mágico González Agreement through December 31, 2024.
Contribution Agreement
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 $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027 (each 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, 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.
| F-13 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
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 Nuevo Mirandilla 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. Summary of Significant Accounting Policies” for information related to the recognition of revenue earned pursuant to the Stadium Agreement.
NOTE 5. STOCKHOLDERS’ DEFICIT
Reverse Stock Split
On November 27, 2024, the Company’s Board of Directors and a majority of our stockholders approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to effect a reverse stock split of the outstanding shares of the Company’s Class A Common Stock and Class B Common Stock, each at a ratio of one-for-two (1-for-2) (the “Reverse Stock Split”). The Amendment became effective on the same date, upon filing of the Amendment with the Secretary of State of the State of Delaware. As a result of the Reverse Stock Split, every two (2) shares of the Company’s issued and outstanding Class A Common Stock, and every two (2) shares of the Company’s issued and outstanding Class B Common Stock, automatically and without any action of the Company or any holder thereof, were combined into one (1) validly issued and non-assessable share of Class A Common Stock or Class B Common Stock, respectively. No fractional shares were issued to any stockholder of the Company, and in lieu of issuing any such fractional shares, any fractional shares resulting from the Reverse Stock Split if applicable, were be rounded up to the nearest whole share of Common Stock. The shares of Common Stock as adjusted for the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of the Common Stock or the par value of the Common Stock nor did it change the authorized shares of Preferred Stock or the relative voting power of holders of the outstanding Common Stock. Accordingly, all share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the effect of the Reverse Stock Split.
Class A Common Stock
As of December 31, 2024 and 2023, the Company is authorized to issue 800,000,000 shares of Class A Common Stock with a par value of $0.000001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class A Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class A Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class A Common Stock, the Preferred Stock.
Upon formation of the Company, 25,000,000 shares of Class A Common Stock were issued to the majority shareholder, Sportech, at par. On May 10, 2024, 2,750,000 of these shares were resold to minority shareholders. On July 31, 2024, the Company entered into a Stock Surrender Agreement, pursuant to which the majority shareholder surrendered 15,093,132 shares of Class A Common Stock for no value. These shares were deemed to be cancelled.
| F-14 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
The Company entered into various Subscription Agreements with their minority shareholders. Under these combined agreements, the Company seeks to raise in total up to $200,000 in proceeds in exchange for the issuance of up to 10 million Class A Common Stock shares to U.S and non-U.S. persons. During the period from August 8, 2023 (inception) through December 31, 2023, the Company issued 910,000 shares of Class A Common Stock under these agreements and received proceeds of $18,200. During the year ended December 31, 2024, the Company issued 764,350 shares of Class A Common Stock under these agreements and received proceeds of $32,600. All shares issued under these agreements were outstanding as of December 31, 2024.
As of December 31, 2024, there was 11,581,218 shares of Class A Common Stock issued and outstanding.
Effective January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A Common Stock, having a par value of $0.000001, was reduced from 800,000,000 to 80,000,000.
Class B Common Stock
As of December 31, 2024 and 2023, the Company is authorized to issue 50,000,000 shares of Class B Common Stock with a par value of $0.000001 per share. Upon formation of the Company, 2,500,000 shares of Class B Common Stock were issued to the Company’s majority stockholder at par. Holders of the Company’s Class B Common Stock are entitled to twenty votes for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class B Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class B Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class B Common Stock, the Preferred Stock. As of December 31, 2024, there were 2,500,000 shares of Class B Common Stock issued and outstanding with the majority stockholder.
Effective January 15, 2025, the number of authorized shares of Class B Common Stock, having a par value of $0.000001, was reduced from 50,000,000 to 10,000,000.
Class C Common Stock
As of December 31, 2024 and 2023, the Company is authorized to issue 75,000,000 shares of Class C Common Stock with a par value of $0.000001 per share. As of December 31, 2024, there were no shares of Class C Common Stock issued or outstanding. Effective January 15, 2025, the Company eliminated the authorization to issue shares of Class C Common Stock.
Preferred Stock
As of December 31, 2024 and 2023, the Company is authorized to issue 75,000,000 shares of Preferred Stock with a par value of $0.000001 per share. Effective January 15, 2025, the number of authorized shares of Preferred Stock, having a par value of $0.000001, was reduced from 75,000,000 to 10,000,000. 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 December 31, 2024, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding.
| F-15 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
Stock Based Compensation
The Company entered into service agreements (the “Consultancy and Management Agreements”) with two of its employees. Pursuant to the terms of the service agreements, the two employees were issued 418,782 shares of the Company’s Class A Common Stock which were initially set to vest only upon the successful completion of the Proposed Direct Listing. The Company had not recognized any stock-based compensation expense related to these service agreements due to the fact that the Company had not yet completed its Proposed Direct Listing. On November 5, 2024, the Consultancy and Management Agreements between Sportech and each of the two employees, were cancelled upon mutual agreement of the parties and the right to receive such shares was forfeited.
On January 15, 2025, the Company adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan (the “Plan”). The Plan reserves up to 3,000,000 shares of Class A Common Stock for issuance thereunder. As of the date that these 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 40,000 shares of the Company’s Class A Common Stock, an annual option award to purchase 30,000 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 our board of directors and its committees are (i) $30,000 for service on our board of directors, (ii) $4,000 for service on the nominating and corporate governance committee, (iii) $5,000 for service on the compensation committee, (iv) $6,000 for service on the audit committee, (v) an additional $20,000 for the chair(s) of our board of directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments will begin only following the completion of the Direct Listing. As of the date that these financial statements were available to be issued, there were no awards granted or compensation earned under this policy.
NOTE 6. INCOME TAX
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under this guidance, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss and tax credit carryforwards.
The components of income tax expense for the year ended December 31, 2024 and the period from August 8, 2023 (inception) through December 31, 2023 are as follows:
For the Year Ended December 31, 2024 | For the Period from August 8, 2023 (inception) through December 31, 2023 | |||||||
| Deferred provision | ||||||||
| Federal | $ | (96,411 | ) | $ | (8,267 | ) | ||
| State | — | — | ||||||
| Total deferred provision | (96,411 | ) | (8,267 | ) | ||||
| Change in valuation allowance | 96,411 | 8,267 | ||||||
| Total provision for income taxes | $ | — | $ | — | ||||
For the year ended December 31, 2024 and the period from August 8, 2023 (inception) through December 31, 2023, the loss before income taxes was $1,372,991 and $39,562, respectively. The Company had an effective tax rate of 0% and 0% for the year ended December 31, 2024 and the period from August 8, 2023 (inception) through December 31, 2023, respectively.
| F-16 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
The reconciliation between the U.S. federal statutory income tax rate and the Company’s effective tax rate for the year ended December 31, 2024 and the period from August 8, 2023 (inception) through December 31, 2023 is as follows:
For the Year Ended December 31, 2024 | For the Period from August 8, 2023 (inception) through December 31, 2023 | |||||||
| Statutory federal income tax rate | 21.0 | % | 21.0 | % | ||||
| State taxes, net of federal | — | % | — | % | ||||
| Change in valuation allowance | (7.0 | )% | (20.9 | )% | ||||
| Proposed direct listing costs | (14.0 | )% | — | % | ||||
| Other permanent differences | — | % | (0.1 | )% | ||||
| Effective tax rate | — | % | — | % | ||||
Significant components of the Company’s deferred tax assets as of December 31, 2024 and 2023 are as follows:
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Deferred tax assets: | ||||||||
| Start-up costs | $ | 85,880 | $ | 8,127 | ||||
| Net operating loss carryforwards | 17,140 | 84 | ||||||
| Deferred related party interest expense | 1,658 | 56 | ||||||
| Total gross deferred tax assets | 104,678 | 8,267 | ||||||
| Less: valuation allowance | (104,678 | ) | (8,267 | ) | ||||
| Deferred tax assets, net of allowance | $ | — | $ | — | ||||
The Company has U.S. Federal net operating loss (“NOLs”) carryforwards of approximately $81,620 as of December 31, 2024. These NOLs were generated after December 31, 2017, have an indefinite carryforward period, and are subject to an annual limitation of 80% of taxable income.
Valuation Allowance
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance.
Uncertain Tax Positions
As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No such amounts were recognized during the periods presented.
| F-17 |
NOMADAR CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 7. SEGMENT INFORMATION
The Company operates as one operating segment with a focus on its efforts to complete the Proposed Direct Listing. At this stage, the Company is primarily incurring expenses with limited revenue generating activity related to its HPT program and event management. The Company’s Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included within these financial statements. This enables the CEO to assess the overall level of available resources and determine how best to deploy these resources across functions, potential service lines, and development projects in line with the long-term company-wide strategic goals. Following the completion of the Proposed Direct Listing, the Company will continue to evaluate its operating segments and the information reviewed by the CEO as its revenue generating activities grow.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were available to be issued. Based on this review, other than as discussed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
On May 20, 2025, the Company entered into a Standby Equity Purchase and Pre-Paid Advance Agreement (the “Equity Purchase Agreement”) with a third-party investor pursuant to which the third party commits to purchase up to $30 million of Class A Common Stock. The third party will fund a pre-paid advance of $3 million, $0.5 million of which was funded at closing of the Equity Purchase Agreement, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective.
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 has an outstanding principal balance at the time of assignment of $8.5 million due on February 23, 2027. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A Common Stock and (ii) agreed to pay to Cádiz CF $1 million within 24 months from the date of the Assignment Agreement.
| F-18 |
UNAUDITED CONDENSED BALANCE SHEETS
| March 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 26,859 | $ | 417 | ||||
| Accounts receivable | — | 16,240 | ||||||
| Total current assets | 26,859 | 16,657 | ||||||
| Total assets | $ | 26,859 | $ | 16,657 | ||||
| Liabilities and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,135,738 | $ | 599,716 | ||||
| Accrued expenses | 55,400 | 273,754 | ||||||
| Interest payable - stockholder loan | 12,946 | 7,897 | ||||||
| Deferred revenue | 8,324 | 8,324 | ||||||
| Total current liabilities | 1,212,408 | 889,691 | ||||||
| Stockholder loan | 467,468 | 488,664 | ||||||
| Total liabilities | 1,679,876 | 1,378,355 | ||||||
| Commitments and contingencies (Note 3) | ||||||||
| Stockholders’ deficit: | ||||||||
| Class A Common Stock; $0.000001 par value per share; 80,000,000 shares authorized; 11,581,218 issued and outstanding | 12 | 12 | ||||||
| Class B Common Stock; $0.000001 par value per share; 10,000,000 shares authorized; 2,500,000 shares issued and outstanding | 3 | 3 | ||||||
| Additional paid-in capital | 50,840 | 50,840 | ||||||
| Accumulated deficit | (1,703,872 | ) | (1,412,553 | ) | ||||
| Total stockholders’ deficit | (1,653,017 | ) | (1,361,698 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 26,859 | $ | 16,657 | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
| F-19 |
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 186,937 | $ | — | ||||
| Cost of sales | 176,388 | — | ||||||
| Gross profit | 10,549 | — | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | 45,459 | 455 | ||||||
| Professional fees | 253,997 | 108,510 | ||||||
| Gain on foreign currency transactions, net | (2,636 | ) | — | |||||
| Total operating expenses | 296,820 | 108,965 | ||||||
| Loss from operations | (286,271 | ) | (108,965 | ) | ||||
| Other expense: | ||||||||
| Interest expense - stockholder loan | 5,048 | 543 | ||||||
| Loss before provision for income taxes | (291,319 | ) | (109,508 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (291,319 | ) | $ | (109,508 | ) | ||
| Weighted average common shares outstanding - basic and diluted | 11,581,218 | 26,035,933 | ||||||
| Net loss per share attributable to common stockholders - basic and diluted | $ | (0.03 | ) | $ | (0.00 | ) | ||
The accompanying notes are an integral part of the unaudited condensed financial statements.
| F-20 |
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| For the Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Class C Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | 25,910,000 | $ | 26 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 18,226 | $ | (39,562 | ) | $ | (21,307 | ) | ||||||||||||||||||||||||
| Issuance of Class A Common Stock | 750,000 | 1 | — | — | — | — | — | — | 14,999 | — | 15,000 | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | (109,508 | ) | (109,508 | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | 26,660,000 | $ | 27 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 33,225 | $ | (149,070 | ) | $ | (115,815 | ) | ||||||||||||||||||||||||
| For the Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Class C Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | 11,581,218 | $ | 12 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 50,840 | $ | (1,412,553 | ) | $ | (1,361,698 | ) | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | (291,319 | ) | (291,319 | ) | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 11,581,218 | $ | 12 | 2,500,000 | $ | 3 | — | $ | — | — | $ | — | $ | 50,840 | $ | (1,703,872 | ) | $ | (1,653,017 | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
| F-21 |
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (291,319 | ) | $ | (109,508 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 16,240 | — | ||||||
| Accounts payable | 536,022 | 58,509 | ||||||
| Accrued expenses | (218,354 | ) | (75 | ) | ||||
| Interest payable – stockholder loan | 5,049 | 544 | ||||||
| Net cash provided by (used in) operating activities | 47,638 | (50,530 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from issuance of common stock | — | 15,000 | ||||||
| Proceeds from stockholder loan | — | 50,000 | ||||||
| Payments made on stockholder loan | (21,196 | ) | — | |||||
| Net cash (used in) provided by financing activities | (21,196 | ) | 65,000 | |||||
| Net Change in Cash | 26,442 | 14,470 | ||||||
| Cash - Beginning of Period | 417 | 14,630 | ||||||
| Cash - End of Period | $ | 26,859 | $ | 29,100 | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
| F-22 |
NOTES TO UNAUDITED CONDENSED 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, the Company is a sport technology business that will operate sport technology platforms and will 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 aims 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 plans to generate revenue through subscription fees, sales of software licenses, consulting services, and commissions from facilitating transactions between athletes or teams. In the fragmented sports technology industry, the Company competes with other businesses by focusing on specific sports and providing unique technological solutions to its prospective clients.
Through March 31, 2025, the Company had engaged in limited operations and generated revenue from the execution of two contracts. Substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed registered direct listing (“Proposed Direct Listing”) as well as the Company’s efforts to execute the exclusive license agreements further described in “Note 3. Commitments and Contingencies.” The Company has selected December 31 as its fiscal year end.
Going Concern
As of March 31, 2025, the Company had $26,859 in cash and a working capital deficit of $1,185,549. The Company has incurred a net loss of $291,319 during the three months ended March 31, 2025. As of March 31, 2025, the Company had an accumulated deficit of $1,703,872. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these unaudited condensed financial statements are available to be issued.
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 after the close of the Proposed Direct Listing. In addition, 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 $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, contingent upon the listing of the Company on a U.S. national stock exchange through the Proposed Direct Listing. Lastly, the Company 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 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, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective. There is no assurance that the Company’s plans to complete the Proposed Direct Listing or to otherwise raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company 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, the Company may be required to raise additional cash through alternative debt or equity transactions. It 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 the Company’s ability to continue as a going concern.
| F-23 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
These accompanying unaudited condensed 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.
Unaudited Financial Information
The Company’s unaudited condensed 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 financial condition and results of operations have been included. Operating results for the period 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, 2024. The condensed balance sheet as of December 31, 2024 has been derived from the audited financial statements of the Company, but does not include all of the disclosures required by GAAP.
During the three months ended March 31, 2025, 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, 2024.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Overview
The Company generates revenue from the following sources: (1) HPT program services and (2) contracts for events held at the Nuevo Mirandilla Stadium.
In accordance with Accounting Standards Codification (“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. |
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.
| F-24 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 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 First Division 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 March 31, 2025, the Company recognized revenue of $186,937 related to its HPT program. The Company did not recognize any deferred revenue related to the HPT program as of March 31, 2025 or December 31, 2024.
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 Nuevo Mirandilla Stadium (“Mirandilla Stadium”). The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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. The Company anticipates 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, 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 Mirandilla 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.
| F-25 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Deferred revenue balances consist of the up-front fee paid to the Company at the time of closing of the contract. This deferred revenue will be recognized in revenue upon occurrence of the event. As of March 31, 2025 and December 31, 2024, all of the Company’s deferred revenue attributable to stadium events were reported as current liabilities in the accompanying unaudited condensed balance sheet in the amount of $8,324. The up-front fee was recorded within accounts receivable on the accompanying balance sheet as of December 31, 2024 and collected during the three months ended March 31, 2025. The Company did not recognize any revenue related to the hosting of stadium events during the three months ended March 31, 2025 or 2024.
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.
Cost of Sales
The Company’s cost of sales consists of costs incurred related to the execution of the Company’s HPT program, specifically for housing and travel of the athletes and the equipment and coaching provided in the training program. Cost of sales are recorded in the period in which the corresponding revenue was earned.
Recent Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 for public business entities and for annual periods beginning after December 15, 2025 for all other entities, with early adoption permitted. The standard is required to be adopted on a prospective basis; however, retrospective application is permitted. The accounting pronouncement is not expected to have a material impact on the Company’s related disclosures.
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.
| F-26 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 15% of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the HPT know-how regulated under the agreement. During the three months ended March 31, 2025, the Company recorded royalty fees under the HPT Agreement in the amount of $7,904 within cost of sales on the accompanying unaudited condensed statement of operations. Pursuant to the Mágico González Agreement, the Company will pay a royalty equivalent to 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. For more information on the licensing agreements, see “Note 4. Related Party Transactions.”
NOTE 4. RELATED PARTY TRANSACTIONS
Stockholder Loan
On September 1, 2023, the Company entered into a line of credit with its majority stockholder Sport City Cádiz, S.L. (the “Stockholder” or “Sport City” or “Sportech”). The aggregate outstanding borrowings under the agreement, as amended, with the Stockholder will not exceed $1,000,000 and will maintain an interest rate of 4.19%. There were no upfront fees or commitment fees paid by the Company in connection with the line of credit agreement. Individual draws and repayments are planned to be transacted in U.S. Dollars (“USD”).
During the three months ended March 31, 2024, the Company drew and repaid $0 on the line of credit. During the three months ended March 31, 2025, the Company repaid $21,196 on the line of credit. The outstanding balance is included within the stockholder loan line item on the accompanying balance sheets. The stockholder loan is carried at cost until repayment and has a maturity date of December 31, 2029. The Company incurred $5,048 and $543 of interest expense during the three months ended March 31, 2025 and 2024, respectively, in connection with interest due on its outstanding borrowings. The total amount of interest due is $12,946 and $7,897 as of March 31, 2025 and December 31, 2024, respectively.
Exclusive License Agreements
Pursuant to the HPT Agreement, Cádiz CF has planned and developed the HPT program which provides the opportunity for youth fútbol players to become immersed in La Liga First Division 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. Summary of Significant Accounting Policies.” The Company generated revenue of $186,937 and incurred expenses of $176,388 related to the programs held under the HPT Agreement during the three months ended March 31, 2025.
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 did not generate any revenue or incur any expenses related to the Mágico González Agreement through March 31, 2025.
Contribution Agreement
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 $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027, 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, 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.
| F-27 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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 Nuevo Mirandilla 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. Summary of Significant Accounting Policies” for information related to the recognition of revenue earned pursuant to the Stadium Agreement.
NOTE 5. STOCKHOLDERS’ DEFICIT
On January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A Common Stock, having a par value of $0.000001, was reduced from 800,000,000 to 80,000,000. The number of authorized shares of Class B Common Stock, having a par value of $0.000001, was reduced from 50,000,000 to 10,000,000. The number of authorized shares of Class C Common Stock, having a par value of $0.000001, was reduced from 75,000,000 to 0. The number of authorized shares of Preferred Stock, having a par value of $0.000001, was reduced from 75,000,000 to 10,000,000.
Class A Common Stock
As of March 31, 2025, the Company is authorized to issue 80,000,000 shares of Class A Common Stock with a par value of $0.000001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class A Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class A Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class A Common Stock, the Preferred Stock.
Upon formation of the Company, 25,000,000 shares of Class A Common Stock were issued to the majority shareholder, Sportech, at par. On May 10, 2024, 2,750,000 of these shares were resold to minority shareholders. On July 31, 2024, the Company entered into a Stock Surrender Agreement, pursuant to which the majority shareholder surrendered 15,093,132 shares of Class A Common Stock for no value. These shares were deemed to be cancelled.
The Company entered into various Subscription Agreements with their minority shareholders. Under these combined agreements, the Company seeks to raise in total up to $200,000 in proceeds in exchange for the issuance of up to 10 million Class A Common Stock shares to U.S and non-U.S. persons. During the three months ended March 31, 2024, the Company issued 750,000 shares of Class A Common Stock under these agreements and received proceeds of $15,000. No shares were issued under these agreements during the three months ended March 31, 2025. All shares issued under these agreements were outstanding as of March 31, 2025.
As of March 31, 2025, there was 11,581,218 shares of Class A Common Stock issued and outstanding.
| F-28 |
NOMADAR CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Class B Common Stock
As of March 31, 2025, the Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.000001 per share. Upon formation of the Company, 2,500,000 shares of Class B Common Stock were issued to the Company’s majority stockholder at par. Holders of the Company’s Class B Common Stock are entitled to twenty votes for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class B Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class B Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class B Common Stock, the Preferred Stock. As of March 31, 2025, there were 2,500,000 shares of Class B Common Stock issued and outstanding with the majority stockholder.
Class C Common Stock
Effective January 15, 2025, the Company eliminated the authorization to issue shares of Class C Common Stock with a par value of $0.000001 per share. Prior to the Company eliminating the authorization to issue shares of Class C Common Stock, no such shares had been issued or were outstanding since the Company’s inception.
Preferred Stock
As of March 31, 2025, the Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.000001 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 March 31, 2025, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding.
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 3,000,000 shares of Class A Common Stock for issuance thereunder. As of the date that these unaudited condensed 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 40,000 shares of the Company’s Class A Common Stock, an annual option award to purchase 30,000 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 our board of directors and its committees are (i) $30,000 for service on our board of directors, (ii) $4,000 for service on the nominating and corporate governance committee, (iii) $5,000 for service on the compensation committee, (iv) $6,000 for service on the audit committee, (v) an additional $20,000 for the chair(s) of our board of directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments will begin only following the completion of the Direct Listing. As of the date that these unaudited condensed financial statements were available to be issued, there were no awards granted or compensation earned under this policy.
NOTE 6. SEGMENT INFORMATION
The Company operates as one operating segment with a focus on its efforts to complete the Proposed Direct Listing. At this stage, the Company is primarily incurring expenses with limited revenue generating activity related to its HPT program and event management. The Company’s Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included within these financial statements. This enables the CEO to assess the overall level of available resources and determine how best to deploy these resources across functions, potential service lines, and development projects in line with the long-term company-wide strategic goals. Following the completion of the Proposed Direct Listing, the Company will continue to evaluate its operating segments and the information reviewed by the CEO as its revenue generating activities grow.
NOTE 7. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the unaudited condensed financial statements were available to be issued. Based on this review, other than as discussed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On May 20, 2025, the Company entered into a Standby Equity Purchase and Pre-Paid Advance Agreement (the “Equity Purchase Agreement”) with a third-party investor pursuant to which the third party commits to purchase up to $30 million of Class A Common Stock. The third party will fund a pre-paid advance of $3 million, $0.5 million of which was funded at closing of the Equity Purchase Agreement, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective.
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 has an outstanding principal balance at the time of assignment of $8.5 million due on February 23, 2027. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its Class A Common Stock and (ii) agreed to pay to Cádiz CF $1 million within 24 months from the date of the Assignment Agreement.
| F-29 |
, 2025
Through and including , 2025 (the 25th day after the listing date of our common stock), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 13. | Other Expenses of Issuance and Distribution |
The following table sets forth the costs and expenses payable by us in connection with this registration statement and the listing of our common stock. All amounts shown are estimates except for the SEC registration fee and the Nasdaq listing fee.
| Amount | ||||
| SEC registration fee | $ | 1,056.69 | ||
| Nasdaq listing fee | * | |||
| Legal fees and expenses | * | |||
| Accounting fees and expenses | * | |||
| Advisory fee | * | |||
| Printing and engraving expenses | * | |||
| Transfer agent fees and expenses | * | |||
| Miscellaneous expenses | * | |||
| Total | $ | * | ||
* To be provided by amendment.
| Item 14. | Indemnification of Directors and Officers |
We are incorporated under the laws of the State of Delaware. Section 145 of the DGCL provides that a Delaware corporation may indemnify any person who was or is, or is threatened to be made, a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145 of the DGCL also provides that Delaware corporation may indemnify any person who was or is, or is threatened to be made, a party to any threatened, pending, or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification of any claim, issue or matter is permitted without judicial approval if such person is adjudged to be liable to the corporation.
Under the DGCL, where a present or former officer or director is successful on the merits or otherwise in the defense of any action referred to above, or in defense of any claim, issue or matter therein, the corporation must indemnify such present or former officer or director against the expenses (including attorney’s fees) which such present or former officer or director actually and reasonably incurred in connection with such action (or claim, issue or matter therein).
| II-1 |
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for any:
| ● | breach of a director’s duty of loyalty to the corporation or its stockholders; | |
| ● | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
| ● | unlawful payment of dividends or unlawful stock purchase or redemption; or | |
| ● | transaction from which the director derived an improper personal benefit. |
Our amended and restated certificate of incorporation contains a provision that precludes any director of ours from being personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for the aforementioned liabilities which we are not permitted to eliminate or limit under Section 107(b)(7) of the DGCL.
In addition, our amended and restated certificate of incorporation and bylaws, in each case, require us to indemnify, and advance expenses to, to the fullest extent permitted by law, any person who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Our amended and restated bylaws further authorize us to purchase and maintain insurance on behalf of any person who is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL.
We plan to purchase an insurance policy covering our officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act, or otherwise. In addition, in connection with the effectiveness of the registration statement of which this prospectus forms a part, we intend to enter into separate indemnification agreements with each of our directors and executive officers.
| Item 15. | Recent Sales of Unregistered Securities |
The following sets forth information regarding all unregistered securities we have issued since our inception.
| ● | Between inception in August 2023 and March 2024, we issued an aggregate of 2,500,000 shares of Class B common stock and 26,670,000 shares of Class A common stock in connection with the formation of the Company as a subsidiary of Sportech. These shares were issued at a price of $0.01 per share. | |
| ● | Between April 2024 and May 2024, we issued an aggregate of 4,300 shares of Class A common stock in a private placement at a price of $2.00 per share. | |
| ● | On May 22, 2025, the Company issued Yorkville the Commitment Shares in connection with the entry into the SEPA, at a stated value of $8.00 per share. | |
| ● | On June 12, 2025, the Company issued Cádiz CF 750,000 shares of common stock in connection with the entry into the Assignment Agreement. |
The Company relied upon the exemption provided by Section 4(a)(2), Rule 506 of Regulation D, and/or Regulation S of the Securities Act of 1933 in connection with issuance and sale of the securities described above.
| Item 16. | Exhibits and Financial Statement Schedules |
Exhibits
See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
Financial Statement Schedules
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the accompanying notes.
| Item 17. | Undertakings |
(a) The undersigned registrant hereby undertakes:
| II-2 |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(d) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
| II-3 |
EXHIBIT INDEX
* Filed herewith.
** To be filed by amendment.
*** Previously filed as an Exhibit to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025.
| II-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Marshall, state of Texas on June 27, 2025.
| Nomadar Corp. | ||
| By: | /s/ Rafael Contreras | |
| Rafael Contreras | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Rafael Contreras | Chief Executive Officer and Co-Chairman | June 27, 2025 | ||
| Rafael Contreras | (Principal Executive Officer) | |||
| /s/ Carlos Lacave | Chief Financial Officer | June 27, 2025 | ||
| Carlos Lacave | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ * | Co-Chairman | June 27, 2025 | ||
| Manuel Vizcaíno | ||||
| /s/ * | Director | June 27, 2025 | ||
| Javier Sánchez | ||||
| /s/ * | Director | June 27, 2025 | ||
| Antonio Lobón | ||||
| /s/ * | Director | June 27, 2025 | ||
| Peter Moore |
| *By: | /s/ Rafael Contreras | |
| Rafael Contreras | ||
| Attorney-in-Fact |
| II-5 |
Exhibit 4.1
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
NOMADAR CORP.
Convertible Promissory Note
Original Principal Amount: $500,000
Issuance Date: May 22, 2025
Number: NOMA-1
FOR VALUE RECEIVED, NOMADAR CORP., an entity organized under the laws of the State of Delaware (the “Company”), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out above as the Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”) and the Payment Premium, as applicable, in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section (12). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the SEPA (defined below). The Issuance Date is the date of the first issuance of this Convertible Promissory Note (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, this “Note”) regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Note. The Company and the Holder are referred to herein at times, collectively, as the “Parties,” and each, a “Party.”
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated May 20, 2025 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
(1) GENERAL TERMS
(a) Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date” shall be May 20, 2026, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.
(b) Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 8% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (for so long as such event remains uncured or not waived by Holder). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.
(c) Monthly Installment Payments. On or before each date (each, an “Installment Date”) set forth on the repayment schedule attached hereto as Exhibit II (the “Repayment Schedule”), the Company shall repay a portion of the outstanding balance of this Note in an amount equal (i) the installment principal amount set forth on the Repayment Schedule as of such Installment Date (or the outstanding Principal if less than such amount (the “Installment Principal Amount”)), plus (ii) during any Amortization Event the Payment Premium in respect of such Installment Principal Amount, and (iii) accrued and unpaid interest hereunder as of each Installment Date (collectively, the “Installment Amount”). With respect to the payment of any applicable Installment Amount by the Company hereunder, the Company shall, at its own option, repay each applicable Installment Amount either (i) in cash on or before the Installment Date, or (ii) by submitting an Advance Notice (an “Advance Repayment”), or a series of Advance Notices, each with an Advance Date on or before the applicable Installment Date, or any combination of (i) or (ii) as determined by the Company. In respect of any applicable Installment Amount, or portion thereof, to be repaid by the Company in cash, the Company shall pay such applicable Installment Amount to the Holder by wire transfer of immediately available funds in cash on or before such Installment Date. If the Company elects (or is deemed to have elected, as set forth below) an Advance Repayment in accordance with this Section for all or a portion of an applicable Installment Amount, then the Company shall deliver an Advance Notice to the Holder in accordance with the terms and conditions of the SEPA, that will have an Advance Date on or before the applicable Installment Date. Upon the closing of such Advance Notice in accordance with the SEPA, the Holder shall offset the amount due to be paid by the Holder to the Company under the SEPA against an equal amount of the applicable Installment Amount to be paid by the Advance Repayment. If, on the Installment Date any portion of the applicable Installment Amount remains unpaid, the Company shall repay such outstanding applicable Installment Amount as a cash repayment in accordance with this Section.
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For so long as this Note is outstanding, unless otherwise agreed by the Holder, if the Company delivers an Advance Notice under the SEPA, the Company shall be deemed to have elected an Advance Repayment in respect of such Advance Notice up to the applicable Installment Amount due on such upcoming Installment Date, or subsequent Installment Dates, until this Note is fully repaid.
Any conversion of this Note made by the Holder shall have the effect of reducing the amount due on any Installment Date in direct order by the amount of such conversion.
(d) Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under this Note as described in this Section; provided, that the Company provides the Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption Amount. The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance being redeemed by the Company plus (b) the Payment Premium in respect of such Principal amount plus (c) all accrued and unpaid interest hereunder as of the date of such redemption. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with this term of this Section 1(d)) to elect to convert all or any portion of this Note. On the eleventh (11th) Trading Day following the delivery of the applicable Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the extent not converted and otherwise after giving effect to conversions or other payments made during such ten (10) Trading Day period.
(e) Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.
(f) Other than as specifically set forth in this Note, the Company shall not have the ability to make any early repayments without the consent of or at the request of the Holder.
(2) EVENTS OF DEFAULT.
(a) An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body) shall have occurred:
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(i) The Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Payment Premium, Interest, or other amounts when and as due under this Note or any other Transaction Document including any applicable Installment Amount, within five (5) Trading Days after such payment is due, provided however, no Event of Default shall be deemed to have occurred pursuant to this Section 2(a)(i) due to an applicable Installment Amount not paid as of its Installment Date if all of the Equity Conditions are satisfied as of such Installment Date;
(ii) (A) The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the Company any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to the Company or any Subsidiary of the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty one (61) days; (B) the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; (C) the Company or any Subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged or unstayed for a period of sixty one (61) days; (D) the Company or any Subsidiary of the Company makes a general assignment of all or substantially all of its assets for the benefit of creditors; (E) the Company or any Subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (F) the Company or any Subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; (G) the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or (H) any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of effecting any of the foregoing;
(iii) The Company or any Subsidiary of the Company shall default, in any of its obligations under any note, debenture, mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any Subsidiary of the Company, in an aggregate amount exceeding $1,000,000, whether such indebtedness now exists or shall hereafter be created, and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within ten (10) Trading Days, and as a result, such indebtedness becomes or is declared due and payable;
(iv) A final judgment or judgments for the payment of money in excess of $1,000,000 in the aggregate are rendered against the Company and/or any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which is covered by insurance or an indemnity from a creditworthy party shall not be included in calculating the $1,000,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;
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(v) After the effectiveness of the Direct Listing, the Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive Trading Days;
(vi) The Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction unless in connection with such Change of Control Transaction this Note is repaid in full;
(vii) The Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable Share Delivery Date or (B) notice, written or oral, to any holder of this Note, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of all or a portion of this Note into Common Shares that is tendered in accordance with the provisions of this Note;
(viii) The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days after such payment is due;
(ix) After the effectiveness of the Direct Listing, the Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established by the Commission, it being understood, for the avoidance of doubt, that such due date includes any permitted filing deadline extension under Rule 12b-25 under the Exchange Act;
(x) Any representation or warranty made or deemed to be made by or on behalf of the Company in, or in connection with, any Transaction Document, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed made;
(xi) (A) Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing the validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it has any further liability or obligation under any Transaction Document (other than the defense of repayment in full of all amounts under this Note), or purports in writing to revoke, terminate (other than in accordance with the relevant termination provisions) or rescind any Transaction Document;
(xii) The Company uses the proceeds of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; or
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(xiii) Any Event of Default (as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement between or among the Company and the Holder; or
(xiv) The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Note (except as may be otherwise covered by Sections (2)(a)(i) through (2)(a)(xiii) hereof) or any other Transaction Document, which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business Days.
(b) During the time that any portion of this Note is outstanding, if any Event of Default has occurred and is continuing (other than an event with respect to the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Note, together with the Payment Premium in respect of such Principal Amount and all interest and other amounts owing in respect of this Note to the date of acceleration, shall become, at the Holder’s election given by notice pursuant to Section (5), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii), the full unpaid Principal amount of this Note, together with the Payment Premium in respect of such Principal Amount and all accrued and unpaid interest and other amounts owing in respect of this Note to the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert, on one or more occasions all or part of the Note in accordance with Section (3) (and subject to the limitations set out in Section (3)(c)(i) and Section (3)(c)(ii)) at any time after (x) an Event of Default or (y) the Maturity Date at the lower of the Fixed Price or the Variable Price until all amounts outstanding under this Note have been repaid in full. The Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. For the purposes hereof, an Event of Default relating to default in payment is “continuing” if it has not been waived, and an Event of Default relating to circumstances other than a default in payment is “continuing” if it has not been remedied or waived.
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(3) CONVERSION OF NOTE. This Note shall be convertible into Common Shares, on the terms and conditions set forth in this Section (3).
(a) Conversion Right.
(i) Subject to the limitations of Section (3)(c), (A) at any time or times on or after the Issuance Date, for so long as this Note remains outstanding, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Shares in accordance with Section (3)(b), at $8.00 per Common Share (the “Fixed Price”), (B) at any time or times on or after any Installment Date the Holder shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding under this Note into fully paid and nonassessable Common Shares in accordance with Section (3)(b), at a price per share equal to 95% of the lowest daily VWAP during the three consecutive Trading Days immediately preceding the Conversion Date but not be lower than the Floor Price then in effect (the “Variable Price”). For the avoidance of doubt, other than as set forth in Section 2(b) and Section (3)(a)(i)(B), for so long as the Company is current in its payment obligations pursuant to Section 1(c), the Holder shall only be entitled to convert this Note at the Fixed Price.
(ii) “Conversion Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Note to be converted, redeemed or otherwise with respect to which this determination is being made.
(iii) “Conversion Price” means, as of any Conversion Date or other date of determination either the Fixed Price or the Variable Price, as applicable.
(iv) The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall not issue any fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
(b) Mechanics of Conversion.
(i) Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or destruction). On or before the first (1st) Trading Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”) Fast Automated Securities Transfer Program, instruct such transfer agent to credit such aggregate number of Common Shares to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.
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(ii) Company’s Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares multiplied by (B) the Closing Price on the Conversion Date.
(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.
(c) Limitations on Conversions.
(i) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding immediately after giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Common Shares it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Common Shares in excess of 4.99% of the then outstanding Common Shares without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section 3(c)(i) applies, the determination of which portion of the Principal amount of this Note is convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this Section 3(c)(i) may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.
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(ii) Principal Market Limitation. Notwithstanding anything in this Note to the contrary, the Company shall not issue any Common Shares upon conversion of this Note, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection the SEPA and any other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of the Nasdaq Stock Market LLC (“Nasdaq”) and shall be referred to as the “Exchange Cap,” except that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange Cap in accordance with the rules and regulations of Nasdaq.
(d) Other Provisions.
(i) All calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole share.
(ii) So long as this Note or any Other Notes remain outstanding, the Company shall have reserved from its duly authorized share capital, and shall have instructed the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Note and the Other Notes (assuming for purposes hereof that (x) this Note and such Other Notes are convertible at the Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Note or Other Notes set forth herein or therein (the “Required Reserve Amount”)), provided that at no time shall the number of Common Shares reserved pursuant to this Section (3)(d)(ii) be reduced other than pursuant to the conversion of this Note and the Other Notes in accordance with their terms, and/or cancellation, or reverse stock split. If at any time while this Note or any Other Notes remain outstanding, the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy the obligation to reserve for the issuance the Required Reserve Amount, the Company will promptly take all corporate action necessary to propose to a meeting of its shareholders an increase of its authorized share capital necessary to meet the Company’s obligations pursuant to this Note, and cause its board of directors to recommend to the shareholders that they approve such proposal. If at any time the number of Common Shares that remain available for issuance under the Exchange Cap is less than 100% of the maximum number of shares issuable upon conversion of all the Notes and Other Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Note, other than the Floor Price then in effect but solely with respect to the Variable Price), the Company will use commercially reasonable efforts to promptly call and hold a shareholder meeting for the purpose of seeking the approval of its shareholders as required by the applicable rules of the Principal Market, for issuances of shares in excess of the Exchange Cap. The Company covenants that, upon issuance in accordance with conversion of this Note in accordance with its terms, the Common Shares, when issued, will be validly issued, fully paid and nonassessable.
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(iii) Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for the Company’s failure to deliver certificates representing Common Shares upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
(iv) Legal Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer agent in connection with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting the transfer thereof. To the extent that a legal opinion is not provided (either timely or at all), then, in addition to being an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Common Shares. The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.
(e) Adjustment of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Note is outstanding, shall (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Shares or any other equity or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number of shares, (iii) combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issue by reclassification of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this Section shall become effective, in the case of a dividend distribution, immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification, and shall become effective immediately after the effective date of such subdivision, combination or re-classification.
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(f) Adjustment of Conversion Price upon Issuance of Common Stock. If the Company, at any time while this Note is outstanding, issues or sells any Common Shares or Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities), for a consideration per share (the “New Issuance Price”) less than a price equal to the Fixed Price in effect immediately prior to such issue or sale (such price the “Applicable Price”) (the foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance the Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price. For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities) and the lowest price per share for which one Common Share is issuable upon such conversion or exchange or exercise thereof is less than the Applicable Price, then such Common Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Share upon conversion or exchange or exercise of such Convertible Securities.
(g) Adjustment to the Fixed Price. following the effectiveness of the Direct Listing, after the Common Shares have traded on the Nasdaq for thirty Trading Day, the Fixed Price shall be adjusted (downwards only) to equal the average Closing Price of the Common Shares for the last five (5) Trading Days ending on such thirtieth Trading Day.
(h) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition to the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Common Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Shares in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Note.
(i) Whenever the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
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(j) In case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions, a Holder shall have the right to (A) exercise any rights under Section 2(a)(xiii), (B) convert the aggregate amount of this Note then outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Note could have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger or consolidation, require the surviving entity to issue to the Holder a convertible Note with a Principal amount equal to the aggregate Principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note, and shall be entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to which this Note was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such events.
(4) REISSUANCE OF THIS NOTE.
(a) Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
(b) Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section (4)(d)) representing the outstanding Principal.
(c) Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.
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(d) Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note(s) issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of such new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.
(5) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by letter or electronic mail (“e-mail”) and will be deemed to have been delivered upon (i) receipt, when delivered personally, (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, as applicable or (iii) receipt, when sent by e-mail, and, in each case of the foregoing clauses (i), (ii) and (iii), properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:
| If to the Company, to: | Nomadar Corp. 5015 Highway 59 N Marshall, Texas 75670 |
| Attn: Joaquin Martin | |
| Email: joaquin.martin@nomadar.com | |
With copies (which shall not constitute notice or delivery of process) to:
|
Dentons US LLP 1221 6th Avenue New York, NY 10020
Attn: Jeffrey Baumel, Esq. E-mail: jeffrey.baumel@dentons.com |
| If to the Holder: | YA II PN, Ltd |
c/o Yorkville Advisors Global, LLC 1012 Springfield Avenue | |
| Mountainside, NJ 07092 | |
| Attention: Mark Angelo | |
| Email: Legal@yorkvilleadvisors.com |
or at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender’s email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt from a nationally recognized overnight delivery service or receipt by e-mail in accordance with clause (i), (ii) or (iii) above, respectively.
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(6) Except as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the Principal of, and interest and other charges (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall cause each of its Subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Shares or other equity securities; (iii) enter into any agreement with respect to any of the foregoing, or (iv) enter into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability of the Company to perform its obligations under the this Note, including, without limitation, the obligation of the Company to make cash payments hereunder. For the avoidance of doubt, nothing in this Note shall effect the Company’s ability to take on additional indebtedness in accordance with Section 7.24(d) of the SEPA.
(7) This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.
(8) CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL
(a) Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”) (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction, validity and performance.
(b) Jurisdiction; Venue; Service.
(i) The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing Jurisdiction.
(ii) The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience of forum.
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(iii) Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim, action, litigation or proceeding by e-mail or the mailing of copies thereof by registered or certified mail postage prepaid, to it at the e-mail address or physical address, as applicable, provided for notices in this Note, such service to become effective thirty (30) days after the date of such e-mail or mailing, as applicable. The Company and the Holder each irrevocably waive any defense it may have on the grounds of insufficient or improper service with respect to service of process effected in accordance with this Section (8)(b)(iv).
(v) Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
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(c) THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
(9) If the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.
(10) Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
(11) If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such law has been enacted.
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(12) CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
(a) “Applicable Price” shall have the meaning set forth in Section (3)(f).
(a) “Approved Stock Plan” means any employee benefit plan or share incentive plan which has been approved by the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services provided to the Company.
(b) “Bloomberg” means Bloomberg Financial Markets.
(c) “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.
(d) “Buy-In” shall have the meaning set forth in Section (3)(b)(ii).
(e) “Buy-In Price” shall have the meaning set forth in Section (3)(b)(ii).
(f) “Calendar Month” means one of the twelve months of the year.
(g) “Change of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change of Control Transaction under this provision.
(h) “Closing Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which the Common Shares are then listed as quoted by Bloomberg.
(i) “Commission” means the Securities and Exchange Commission.
(j) “Common Shares” means the shares of Class A of common stock, par value $0.000001, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.
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(k) “Conversion Amount” shall have the meaning set forth in Section (3)(a)(ii).
(l) “Conversion Date” shall have the meaning set forth in Section (3)(b)(i).
(m) “Conversion Failure” shall have the meaning set forth in Section (3)(b)(ii).
(n) “Conversion Notice” shall have the meaning set forth in Section (3)(b)(i).
(o) “Conversion Price” shall have the meaning set forth in Section (3)(a)(iii).
(p) “Convertible Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for Common Shares.
(q) “Dilutive Issuance” shall have the meaning set forth in Section (3)(f).
(r) “Direct Listing” shall have the meaning set forth in the SEPA.
(s) “Equity Conditions” means that each of the following conditions is satisfied: (i) on each Trading Day during the five consecutive Trading Days prior to each Installment Date (the “Equity Conditions Measuring Period”), either (x) a Registration Statement shall be effective and available for the resale by the Holder of at least such number of Common Shares equal to the applicable Installment Amount divided by the Variable Price as of such Installment Date or (y) such number of Common Shares equal to the applicable Installment Amount divided by the Variable Price as of such Installment Date shall be eligible for sale without restriction and without the need for registration under any applicable federal or state securities laws; (ii) on each day during the Equity Conditions Measuring Period, the Common Shares are designated for quotation on the Principal Market and shall not have been suspended from trading on such exchange or market nor shall delisting or suspension by such exchange or market have been threatened or pending either (A) in writing by such exchange or market or (B) by falling below the then effective minimum listing maintenance requirements of such exchange or market; (iii) the Company has obtained Shareholder Approval (as defined in the SEPA); and (iv) on each day during the Equity Conditions Measuring Period, the Closing Price of the Common Shares on the Principal Market is greater than the Floor Price.
(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(u) “Excluded Securities” means any Common Shares issued or issuable or deemed to be issued by the Company: (i) under any Approved Stock Plan, (ii) upon conversion of any securities issued pursuant to the SEPA (including Common Shares issued in connection with this Note and any of the Other Notes); (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the date of the SEPA; provided, that such issuance of Common Shares upon exercise of such Options or Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on such date and such Options or Convertible Securities are not amended, modified or changed on or after such date, or (iv) upon a stock split, reverse stock split, distribution of bonus shares, combination or other recapitalization events.
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(v) “Fixed Price” shall have the meaning set forth in Section (3)(a).
(w) “Floor Price” solely with respect to the Variable Price, shall mean $1.60 per Common Share; provided, however, following the effectiveness of the Direct Listing after the Common Shares have traded on the Nasdaq for five Trading Day, the Floor Price shall be adjusted, downwards only, to equal the 20% of the average Closing Price for the first five (5) Trading Days immediately following the effectiveness of the Direct Listing. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amounts set forth in a written notice to the Holder; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter.
(x) “Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively converted into or exchanged for other securities, cash or property.
(y) “Installment Amount” shall have the meaning set forth in Section (1)(c).
(z) “Installment Date” shall have the meaning set forth in Section (1)(c).
(aa) “Installment Principal Amount” shall have the meaning set forth in Section (1)(c).
(bb) “Material Adverse Effect” has the meaning given such term in the SEPA.
(cc) “New Issuance Price” shall have the meaning set forth in Section (3)(f).
(dd) “Other Notes” means any other notes issued pursuant to the SEPA and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.
(ee) “Payment Premium” means 10% of the Principal amount being paid.
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(ff) “Periodic Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form 10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Note or any Other Note; provided that all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.
(gg) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.
(hh) “Principal Market” means the Nasdaq Stock Market; provided however, that in the event the Company’s Common Shares are ever listed or traded on any of the New York Stock Exchange, the NYSE American, or any such successor thereto, the “Principal Market” shall mean that market on which the Common Shares are then listed or traded.
(ii) “Redemption Amount” shall have the meaning set forth in Section (1)(d).
(jj) “Redemption Notice” shall have the meaning set forth in Section (1)(d).
(kk) “Registration Rights Agreement” means the registration rights agreement entered into between the Company and the Holder on the date hereof.
(ll) “Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.
(mm) “Repayment Date” shall have the meaning set forth in Section (1)(c).
(nn) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(oo) “Share Delivery Date” shall have the meaning set forth in Section (3)(b)(i).
(pp) “Subsidiary” shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”
(qq) “Trading Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.
(rr) “Transaction Document” has the meaning given to such term in the SEPA.
(ss) “Underlying Shares” means the Common Shares issuable upon conversion of this Note or as payment of interest in accordance with the terms hereof.
(tt) “Variable Price” shall have the meaning set forth in Section (3)(a).
(uu) “VWAP” means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed by a duly authorized officer as of the date set forth above.
| COMPANY: | ||
| NOMADAR CORP. | ||
| ||
| By: | /s/ Rafael Jesus Contreras Chamorro | |
| Name: | Rafael Jesus Contreras Chamorro | |
| Title: | CEO | |
EXHIBIT
I
CONVERSION NOTICE
(To be executed by the Holder in order to Convert the Note)
TO: NOMADAR CORP.
Via Email:
The undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Note No. NOMA-1 into Common Shares of NOMADAR CORP., according to the conditions stated therein, as of the Conversion Date written below.
Conversion Date:
Principal Amount to be Converted:
Accrued Interest to be Converted:
Total Conversion Amount to be converted:
Fixed Price:
Variable Price (if applicable):
Applicable Conversion Price:
Number of Common Shares to be issued:
| Please issue the Common Shares in the following name and deliver them to the following account: | |
| Issue to: | |
| Broker DTC Participant Code: | |
| Account Number: | |
| Authorized Signature: | |
| Name: | |
| Title: |
EXHIBIT II
REPAYMENT SCHEDULE
Exhibit 10.8
STANDBY EQUITY PURCHASE AGREEMENT
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of May20, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NOMADAR CORP., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company is in the process of completing a direct listing (the “Direct Listing”) on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) of its shares of Class A Common Stock, par value $0.000001 per share (the “Common Stock”). In connection with this Direct Listing, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1 (File No. 333-284716), as amended (the “Initial Registration Statement”);
WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30 million of the Company’s Common Stock;
WHEREAS, The Parties desire that the Investor provide pre-paid advances to the Company to be evidenced by one or more Promissory Notes (as defined below) issued to the Investor, pursuant to and upon the terms and conditions contained herein, in the aggregate amount of up to $3,000,000;
WHEREAS, the Common Stock is expected to be listed for trading on the Nasdaq Capital Market under the symbol “NOMA”;
WHEREAS, the offer and sale of the Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder;
WHEREAS, the Parties are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and
WHEREAS, in consideration of the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares (as defined below) pursuant to and in accordance with Section 12.04.
NOW, THEREFORE, the Parties hereto agree as follows:
Article I. Certain Definitions
Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.
Article II. Pre-Paid Advances
Section 2.01 Pre-Paid Advances. Subject to the satisfaction of the conditions set forth in Annex II attached hereto, the Investor shall advance to the Company the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall be evidenced by convertible promissory notes in the form attached hereto as Exhibit B (each, a “Promissory Note”) in three tranches. The first tranche of the Pre-Paid Advance shall be in a principal amount of $500,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, advanced on or about the date of this Agreement (the “First Pre-Advance Closing”), the second tranche of the Pre-Paid Advance shall be in a principal amount of $500,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, advanced on the second Trading Day after the filing of an amendment to the Initial Registration Statement (the “Second Pre-Advance Closing”), and the third tranche of the Pre-Paid Advance shall be in a principal amount of $2,000,000 and, subject to the satisfaction of the conditions set forth in Annex II attached hereto, advanced on the second Trading Day after the later of (i) the Initial Registration Statement, as amended, first becoming effective and (ii) the effectiveness of the listing of the Common Shares on the Nasdaq (the “Third Pre-Advance Closing”) (each of the First Pre-Advance Closing, Second Pre-Advance Closing and Third Pre-Advance Closing individually referred to as a “Pre-Advance Closing” and collectively referred to as the “Pre-Advance Closings”).
Section 2.02 Pre-Advance Closing. Each Pre-Advance Closing shall occur remotely by conference call and electronic delivery of documentation. The First Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the Effective Date, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Second Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the filing of the initial Registration Statement, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). The Third Pre-Advance Closing shall take place at 10:00 a.m., New York time, on the second Trading Day after the initial Registration Statement first becoming effective, provided that the conditions set forth on Annex II have been satisfied (or such other date as is mutually agreed to by the Company and the Investor). At each Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount in the amount equal to 8% of the principal amount of such tranche of the Pre-Paid Advance netted from the purchase price due (the “Original Issuance Discount”), in immediately available funds to an account designated by the Company in writing, and the Company shall deliver a Promissory Note with a principal amount equal to the full amount of the applicable tranche of the Pre-Paid Advance, duly executed on behalf of the Company. The Company acknowledges and agrees that the Original Issuance Discount (i) shall not be funded but shall be deemed to be fully earned by the Investor at each Pre-Advance Closing, and (ii) shall not reduce the principal amount of each Promissory Note. For the avoidance of doubt, to the extent the Investor converts outstanding amounts under a Promissory Note into shares of Common Stock, the principal balance of such Promissory Note shall be reduced automatically by an equivalent amount.
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Article III. Advances
Section 3.01 Advances; Mechanics. Upon the terms and subject to the conditions of this Agreement, during the Commitment Period, (i) the Company, at its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall subscribe for and purchase from the Company, Advance Shares by the delivery to the Investor of one or more Advance Notices, and (ii) for as long as there is a balance outstanding under a Promissory Note, the Investor, at its sole discretion shall have the right, but not the obligation, by the delivery to the Company of one or more Investor Notices, to cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of Advance Shares to the Investor pursuant to an Advance, on the following terms:
| (a) | Advance Notice. At any time during the Commitment Period, the Company may require the Investor to purchase Advance Shares by delivering an Advance Notice to the Investor, subject to the satisfaction or waiver by the Investor of the conditions set forth in Annex III, and in accordance with the following provisions: |
| (i) | The Company shall, in its sole discretion, select the number of Advance Shares, not to exceed the Maximum Advance Amount (unless otherwise agreed to in writing by the Company and the Investor), it desires to issue and sell to the Investor in each Advance Notice, and the time it desires to deliver each Advance Notice. | |
| (ii) | There shall be no mandatory minimum Advances and there shall be no non-usage fee for not utilizing the Commitment Amount or any part thereof. | |
| (iii) | For so long as any amount remains outstanding under a Promissory Note, without the prior written consent of the Investor, the aggregate purchase price owed to the Company from Advance Notices delivered by the Company (“Advance Proceeds”) shall be paid by the Investor by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Promissory Note (first towards accrued and unpaid interest, and then towards outstanding principal). |
| (b) | Investor Notice. At any time during the Commitment Period, provided that there is a balance remaining outstanding under a Promissory Note, the Investor may, by delivering an Investor Notice to the Company, cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of Advance Shares to the Investor pursuant to an Advance, in accordance with the following provisions: |
| (i) | The Investor shall, in its sole discretion, select the amount of the Advance up to the Maximum Advance Amount applicable to the Investor, and the time it desires to deliver each Investor Notice; provided that the amount of the Advance selected shall not exceed the balance owed under all Promissory Notes outstanding on the date of delivery of the Investor Notice. |
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| (ii) | The Purchase Price of the Shares in respect of any Advance Notice deemed delivered pursuant to an Investor Notice shall be equal to the Conversion Price (as defined in the Promissory Note) that would be applicable to the amount of the Advance selected by the Investor if such amount were to be converted as of the date of delivery of the Investor Notice in accordance with the Promissory Note. The Investor shall pay the Purchase Price for the Shares to be issued pursuant to the Investor Notice by offsetting the amount of the Purchase Price to be paid by the Investor against an equal amount outstanding under a Promissory Note (first towards accrued and unpaid interest, if any, then towards principal). | |
| (iii) | Each Investor Notice shall set forth the amount of the Advance requested, the Purchase Price (determined in accordance with Section 3.01(b)(ii)), along with a report by Bloomberg L.P. indicating the relevant VWAP used in calculating the Conversion Price, the number of Advance Shares to be issued by the Company and purchased by the Investor, the aggregate amount of accrued and unpaid interest under the subject Promissory Note (if any) that shall be offset by the issuance of Advance Shares, the aggregate amount of principal of the Promissory Note that shall be offset by the issuance of Advance Shares, and the total amount of the applicable Promissory Note or Promissory Notes that shall be outstanding following the closing of the Advance, and each Investor Notice shall serve as the Settlement Document in respect of such Advance. | |
| (iv) | Upon the delivery of an Investor Notice, a corresponding Advance Notice shall simultaneously and automatically be deemed to have been delivered by the Company to the Investor requesting the amount of the Advance set forth in the Investor Notice, and any conditions precedent to such Advance Notice under the terms of this Agreement that have not been satisfied shall be deemed to have been waived by the Investor. |
| (c) | Date of Delivery of Advance Notice. Advance Notices shall be delivered in accordance with the instructions set forth on the bottom of Exhibit C attached hereto. An Advance Notice shall be deemed delivered on (i) the day it is received by the Investor if such notice is received by e-mail at or before 9:00 a.m. New York City time (or at such later time if agreed to by the Investor in its sole discretion), or (ii) the immediately succeeding day if it is received by e-mail after 9:00 a.m. New York City time. An Advance Notice deemed delivered pursuant to an Investor Notice shall be deemed delivered on the same date upon which the Investor Notice is received by the Company. Upon receipt of an Advance Notice, the Investor shall promptly provide written confirmation (which may be by e-mail) of receipt of such Advance Notice. |
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Section 3.02 Advance Limitations, Regulatory. Regardless of the Advance requested in an Advance Notice, including an Advance Notice deemed delivered pursuant to an Investor Notice (except with respect to the limitations in 3.02(b) and 3.02(d) below, which shall not apply to Investor Notices), and notwithstanding any provision to the contrary herein, the final number of Shares to be issued and sold pursuant to such Advance Notice shall be reduced (if at all) in accordance with each of the following limitations:
| (a) | Ownership Limitation; Commitment Amount. At the request of the Company, the Investor shall inform the Company of the number of shares of Common Stock the Investor beneficially owns. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Stock under this Agreement which, when aggregated with all other Common Stock beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its Affiliates (on an aggregated basis) of a number of shares of Common Stock exceeding 4.99% of the then outstanding voting power or number of shares of Common Stock (the “Ownership Limitation”). Upon the request of the Investor, the Company shall promptly (but no later than the next Business Day on which the transfer agent for the Common Stock is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. In connection with each Advance Notice, any portion of an Advance that would (i) cause the Investor to exceed the Ownership Limitation or (ii) cause the aggregate number of Advance Shares issued and sold to the Investor hereunder to exceed the Commitment Amount shall automatically be withdrawn with no further action required by the Company, and such Advance Notice shall be deemed automatically modified to reduce the Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. | |
| (b) | Registration Limitation. In no event shall an Advance exceed the number of shares of Common Stock registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Advance Notice, any portion of an Advance that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, the Investor will promptly notify the Company of such event. | |
| (c) | Compliance with Rules of Principal Market. Notwithstanding anything to the contrary herein, the Company shall not effect any sales under this Agreement and the Investor shall not have the obligation to purchase Common Stock under this Agreement to the extent (but only to the extent) that after giving effect to such purchase and sale the aggregate number of shares of Common Stock issued under this Agreement would exceed 19.99% of the aggregate number of shares of Common Stock issued and outstanding as of the Effective Date (subject to adjustment for any stock splits, combinations or the like), calculated in accordance with the rules of the Principal Market, which number shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under the applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”) provided that, the Exchange Cap will not apply if the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. In connection with each Advance Notice, any portion of an Advance that would exceed the Exchange Cap shall automatically be withdrawn with no further action required by the Company and such Advance Notice shall be deemed automatically modified to reduce the aggregate amount of the requested Advance by an amount equal to such withdrawn portion in respect of each Advance Notice. |
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Section 3.03 Advance Limitations, Minimum Acceptable Price.
| (a) | With respect to each Advance Notice, the Company may notify the Investor of the Minimum Acceptable Price with respect to such Advance by indicating a Minimum Acceptable Price on such Advance Notice. If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a Minimum Acceptable Price, the VWAP of the Common Stock is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. | |
| (b) | The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount) shall be automatically increased by such number of shares of Common Stock (the “Additional Shares”) equal to the greater of (a) the number of shares of Common Stock sold by the Investor on such Excluded Day(s), if any, or (b) such number of shares of Common Stock elected to be subscribed for by the Investor, and the subscription price per share for each Additional Share shall be equal to the Minimum Acceptable Price in effect with respect to such Advance Notice multiplied by 95%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the applicable Advance Notice or any limitations set forth in Section 3.02. |
Section 3.04 Unconditional Contract. Notwithstanding any other provision in this Agreement, the Company and the Investor acknowledge and agree that upon the Investor’s receipt of a valid Advance Notice from the Company the Parties shall be deemed to have entered into an unconditional contract binding on both Parties for the purchase and sale of the applicable number of Advance Shares pursuant to such Advance Notice in accordance with the terms of this Agreement and (i) subject to Applicable Laws and (ii) subject to Section 7.20, the Investor may sell Common Stock during the Pricing Period for such Advance Notice (including with respect to any Advance Shares subject to such Pricing Period).
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Section 3.05 Closings. The closing of each Advance and each sale and purchase of Advance Shares (whether pursuant to an Advance Notice delivered by the Company or in connection with an Advance Notice deemed delivered by the Company in connection with an Investor Notice) (each, a “Closing”) shall take place as soon as practicable on or after each applicable Advance Date in accordance with the procedures set forth below. The Company acknowledges that, other than in connection with an Investor Notice, the Purchase Price is not known at the time an Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below:
| (a) | On or prior to each Advance Date, the Investor shall deliver to the Company a Settlement Document along with a report by Bloomberg L.P. (or, if not reported on Bloomberg L.P., another reporting service reasonably agreed to by the parties) indicating the VWAP for each of the Trading Days during the Pricing Period or period for determining the applicable Purchase Price, in each case in accordance with the terms and conditions of this Agreement. In connection with an Investor Notice, the Investor Notice shall serve as the Settlement Document. | |
| (b) | Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Advance Shares(as set forth in the Settlement Document), either (i) in the case of an Advance Notice submitted other than after the occurrence of an Amortization Event, in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested, or (ii) in the case of an Investor Notice or an Advance Notice submitted after the occurrence of an Amortization Event, as an offset of amounts owed under the Promissory Note as described Section 3.01(b). No fractional shares shall be issued, and any fractional shares that would otherwise be issued in connection with an Advance shall be rounded to the next higher whole number of shares. To facilitate the transfer of the Common Stock by the Investor, the Common Stock will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Stock (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Stock pursuant to the Plan of Distribution set forth in the Prospectus included in the applicable Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). | |
| (c) | On or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. |
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| (d) | Notwithstanding anything to the contrary in this Agreement, other than in respect of Advance Notices deemed to be given pursuant to Investor Notices, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that any pending Advance shall end and the final number of Advance Shares to be purchased by the Investor at the Closing for such Advance shall be equal to the number of shares of Common Stock sold by the Investor during the applicable Pricing Period prior to the notification from the Company of a Material Outside Event or Black Out Period. |
Section 3.06 Hardship. In the event the Company fails to perform its obligations as mandated in this Agreement after the Investor’s receipt (or deemed receipt, in the case of an Investor Notice) of an Advance Notice, other than with respect to a failure which is a direct result of the actions or inactions of the Investor, an Affiliate of the Investor, or the Investor’s representatives, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Article VI hereto and in addition to any other remedy to which the Investor is entitled at law or in equity, including, without limitation, specific performance, it will hold the Investor harmless against any loss, claim, damage, or expense (including actual and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and acknowledges that irreparable damage may occur in the event of any such default. It is accordingly agreed that the Investor shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement, subject to the exceptions set forth above, and to specifically enforce (subject to Applicable Laws and the rules of the Principal Market), without the posting of a bond or other security, the terms and provisions of this Agreement.
Article IV. Representations and Warranties of the Investor
The Investor represents, warrants, and covenants to the Company, as of the Effective Date, as of each Pre-Advance Closing, Advance Notice Date and as of each Advance Date that:
Section 4.01 Organization and Authorization. The Investor is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party and to purchase or acquire the Shares in accordance with the terms hereof. The decision to invest and the execution and delivery of the Transaction Documents to which it is a party by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the transactions contemplated hereby and thereby have been duly authorized and require no other proceedings on the part of the Investor. The undersigned has the right, power and authority to execute and deliver the Transaction Documents to which it is a party and all other instruments on behalf of the Investor or its shareholders. This Agreement and the Transaction Documents to which it is a party have been duly executed and delivered by the Investor and, assuming the execution and delivery hereof and acceptance thereof by the Company, will constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in accordance with its terms.
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Section 4.02 Evaluation of Risks. The Investor has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, and bearing the economic risks entailed by, an investment in the Common Stock and of protecting its interests in connection with the transactions contemplated hereby. The Investor acknowledges and agrees that its investment in the Company involves a high degree of risk, and that the Investor may lose all or a part of its investment.
Section 4.03 No Legal, Investment or Tax Advice from the Company. The Investor acknowledges that it had the opportunity to review the Transaction Documents, and the transactions contemplated by the Transaction Documents with its own legal counsel and investment and tax advisors. The Investor is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of the Company’s representatives or agents for legal, tax, investment or other advice with respect to the Investor’s acquisition of Common Stock hereunder, the transactions contemplated by this Agreement or the laws of any jurisdiction, and the Investor acknowledges that the Investor may lose all or a part of its investment.
Section 4.04 Investment Purpose. The Investor is acquiring the Common Stock and any Promissory Note for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to this Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Shares. This Investor is acquiring the Shares and the Promissory Note hereunder in the ordinary course of its business. The Investor acknowledges that it may be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related to the resale of the Registrable Securities.
Section 4.05 Accredited Investor. The Investor is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D.
Section 4.06 Information. The Investor and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information the Investor deemed material to making an informed investment decision. The Investor and its advisors (and its counsel), if any, have been afforded the opportunity to ask questions of the Company and its management and have received answers to such questions. Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors (and its counsel), if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. The Investor acknowledges and agrees that the Company has not made to the Investor, and the Investor acknowledges and agrees it has not relied upon, any representations and warranties of the Company, its employees or any third party other than the representations and warranties of the Company contained in this Agreement. The Investor understands that its investment involves a high degree of risk. The Investor has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to the transactions contemplated hereby.
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Section 4.07 Not an Affiliate. The Investor is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any “Affiliate” of the Company (as that term is defined in Rule 405 promulgated under the Securities Act).
Section 4.08 General Solicitation. Neither the Investor, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Common Stock by the Investor.
Section 4.09 Trading Activities. The Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, engaged in any transactions in the securities of the Company (including, without limitation, any short sales, as such term is defined in Rule 200 of Regulation SHO of the Exchange Act (“Short Sales”)) involving the Company’s securities) during the period commencing as of the time that the Investor first contacted the Company or the Company’s agents regarding the specific investment in the Company contemplated by this Agreement and ending immediately prior to the execution of this Agreement by the Investor.
Section 4.10 Resale of Shares. The Investor represents, warrants and covenants that it will resell the Shares only pursuant to a Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable federal and state securities laws, rules and regulations, or pursuant to an exception for the registration provisions of the Securities Act, if applicable.
Section 4.11 Availability of Funds. The Investor has sufficient cash available to enable it to pay the full Commitment Amount pursuant to the terms of the Agreement and to make all other necessary payments by it in connection with the transactions contemplated hereby.
Article V. Representations and Warranties of the Company
Except as set forth in the SEC Documents, the Company represents and warrants to the Investor that, as of the Effective Date, each Advance Notice Date and each Advance Date (other than representations and warranties which address matters only as of a certain date, which shall be true and correct as written as of such certain date):
Section 5.01 Organization and Qualification. The Company is duly organized and validly existing and in good standing under the laws of Delaware and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
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Section 5.02 Authorization, Enforcement, Compliance with Other Instruments. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Shares in accordance with the terms hereof and thereof. The execution and delivery by the Company of this Agreement and the other Transaction Documents, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) have been or (with respect to consummation) will be duly authorized by the Company’s board of directors and no further consent or authorization will be required by the Company, its board of directors or its shareholders (except for the approval by its shareholders to exceed the Exchange Cap, if applicable). This Agreement and the other Transaction Documents to which the Company is a party have been (or, when executed and delivered, will be) duly executed and delivered by the Company and, assuming the execution and delivery thereof and acceptance by the Investor, constitute (or, when duly executed and delivered, will be) the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.
Section 5.03 Authorization of the Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant to an Advance Notice, will be, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Shares, when issued, will conform to the description thereof set forth in or incorporated into the Prospectus. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company shall have reserved from its duly authorized capital stock not less than the number of shares of Common Stock issuable upon conversion of all Promissory Notes (assuming for purposes hereof that (x) such Promissory Note is convertible at a conversion price equal to the Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Note set forth therein).
Section 5.04 No Conflict. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares) will not (i) result in a violation of the certificate of incorporation, as amended and restated, or other organizational documents of the Company (with respect to consummation, as the same may be amended prior to the date on which any of the transactions contemplated hereby are consummated), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
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Section 5.05 Acknowledgment. The Company understands and acknowledges that the number of shares of Common Stock issuable upon conversion of the Promissory Notes will increase in certain circumstances. The Company further acknowledges its obligation to issue the Common Stock upon conversion of the Promissory Notes in accordance with the terms thereof or upon delivery of an Advance Notice (including upon receipt of an Investor Notice) is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.
Section 5.06 SEC Documents; Financial Statements. Since February 6, 2025, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act, including the Initial Registration Statement, and all information contained in such filings and all documents and disclosures that have been or may in the future be incorporated by reference therein (all such documents filed with the SEC hereinafter referred to as the “SEC Documents”) and all such filings required to be filed within the last 12 months (or since the Company has been subject to the requirements of Section 12 of the Exchange Act, if shorter) have been made on a timely basis (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act). The Company has delivered or made available to the Investor through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents, as applicable. Except as disclosed in amendments or subsequent filings to the SEC Documents, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), each of the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 5.07 Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to the Company contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the SEC) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.
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Section 5.08 Registration Statement and Prospectus. Each Registration Statement and the offer and sale of Shares as contemplated hereby, if and when filed, will meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said rule. Any statutes, regulations, contracts or other documents that are required to be described in a Registration Statement or a Prospectus, or any amendment or supplement thereto, or to be filed as exhibits to a Registration Statement have been so described or filed. Copies of each Registration Statement, any Prospectus, and any such amendments or supplements thereto and all documents incorporated by reference therein that were filed with the SEC on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Investor and its counsel. The Company has not distributed and, prior to the later to occur of each Advance Notice Date and completion of the distribution of the Shares, will not distribute any offering material in connection with the offering or sale of the Shares other than a Registration Statement, the Prospectus contained therein, and any required prospectus supplement, in each case as reviewed and consented to by the Investor.
Section 5.09 No Misstatement or Omission. Each Registration Statement, when it became or becomes effective, and any Prospectus, on the date of such Prospectus or any amendment or supplement thereto, conformed and will conform in all material respects with the requirements of the Securities Act. At each Advance Notice Date and applicable Advance Date, the Registration Statement, and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. Each Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Prospectus did not, or will not, include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in a Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with the SEC, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Investor specifically for use in the preparation thereof.
Section 5.10 Conformity with Securities Act and Exchange Act. Each Registration Statement, each Prospectus, or any amendment or supplement thereto, and the documents incorporated by reference in each Registration Statement, Prospectus or any amendment or supplement thereto, when such documents were or are filed with the SEC under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
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Section 5.11 Equity Capitalization.
(a) Authorized and Outstanding Capital Stock. As of the Effective Date, the authorized capital stock of the Company consists of 100,000,000 shares of capital stock, which consists of: (i) up to 80,000,000 shares of Class A common stock (ii) up to 10,000,000 shares of Class B common stock; and (iii) up to 10,000,000 shares of preferred stock, par value $0.000001 per share. As of the Effective Date, 11,581,218 shares of Class A common stock and 2,500,000 shares of Class B common stock are issued and outstanding. As of the Effective Date, the Company has reserved 0 shares of Common Stock for issuance to parties or Persons other than the Investor.
(b) Valid Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and nonassessable.
(C) Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by the Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares, interests or capital stock of the Company, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company; (C) there are no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (D) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; and (F) the Company has not entered into any Variable Rate Transaction.
Section 5.12 Intellectual Property Rights. The Company owns or possesses adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights, if any, necessary to conduct their respective businesses as now conducted, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has not received written notice of any infringement by the Company of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, or trade secrets, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against the Company regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is not aware of any facts or circumstances which might give rise to any of the foregoing.
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Section 5.13 Employee Relations. The Company is not involved in any labor dispute nor, to the knowledge of the Company, has any such dispute threatened, in each case which is reasonably likely to cause a Material Adverse Effect.
Section 5.14 Environmental Laws. The Company (i) has not received written notice alleging any failure to comply in all material respects with all Environmental Laws (as defined below), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its business and (iii) has not received written notice alleging any failure to comply with all terms and conditions of any such permit, license or approval, except, in each of the foregoing clauses (i), (ii) and (iii), as has not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all applicable federal, state and local laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.
Section 5.15 Title. Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company has indefeasible fee simple or leasehold title to its properties and material assets owned by it, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest other than such as are not material to the business of the Company. Any real property and facilities held under lease by the Company are held by the Company under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.
Section 5.16 Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the business in which the Company is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 5.17 Regulatory Permits. Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, the Company possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to own their respective businesses, and the Company has not received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permits.
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Section 5.18 Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and management is not aware of any material weaknesses that are not disclosed in the SEC Documents as and when required.
Section 5.19 Absence of Litigation. Except as may have been previously disclosed to the Investor, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting the Company or the Common Stock, wherein an unfavorable decision, ruling or finding would have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 5.20 Absence of Certain Changes. Since the date of the Company’s audited financial statements for the year ended December 31, 2023, there has been no Material Adverse Effect, nor any event or occurrence specifically affecting the Company that would be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. Since the date of the Company’s most recent audited financial statements contained in the SEC Documents, the Company has not (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, or (iii) made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings. The Company is Solvent.
Section 5.21 Subsidiaries. Except as may have been previously disclosed to the Investor, the Company does not own or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity.
Section 5.22 Tax Status. The Company (i) has timely filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. The Company has not received written notification of any unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim where the failure to pay would have or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
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Section 5.23 Certain Transactions. Except as not required to be disclosed pursuant to Applicable Laws, none of the officers or directors of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer or director, or to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner.
Section 5.24 Rights of First Refusal. The Company is not obligated to offer the Common Stock or the Promissory Notes offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.
Section 5.25 Dilution. The Company is aware and acknowledges that issuance of Common Stock hereunder could cause dilution to existing stockholders and could significantly increase the outstanding number of shares of Common Stock.
Section 5.26 Acknowledgment Regarding Investor’s Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereunder. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereunder and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereunder is merely incidental to the Investor’s purchase of the Shares hereunder or the Promissory Note. The Company is aware and acknowledges that it shall not be able to request Advances under this Agreement if a Registration Statement is not effective or if any issuances of Common Stock pursuant to any Advances would violate any rules of the Principal Market. The Company acknowledges and agrees that it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement.
Section 5.27 Finder’s Fees. The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.
Section 5.28 Relationship of the Parties. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf is a client or customer of the Investor or any of its affiliates and neither the Investor nor any of its affiliates has provided, or will provide, any services to the Company or any of its affiliates, its subsidiaries, or any person acting on its or their behalf. The Investor’s relationship to Company is solely as investor as provided for in the Transaction Documents.
Section 5.29 Operations. The operations of the Company are and have been conducted at all times in material compliance with Applicable Law and neither the Company, nor any director, officer, or employee of the Company nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company has, not materially complied with Applicable Law; and no material action, suit or proceeding by or before any governmental authority involving the Company with respect to Applicable Laws is pending or, to the knowledge of the Company, threatened.
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Section 5.30 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement or a Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
Section 5.31 Compliance with Laws. The Company is in compliance in all material respects with Applicable Law; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that any director, officer, or employee of the Company nor, to the Company’s knowledge, any agent, Affiliate or other person acting on behalf of the Company has, has not complied with Applicable Laws, or could give rise to a notice of non-compliance with Applicable Laws, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position; in each case that would have or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 5.32 Sanctions Matters. Neither the Company or, to the knowledge of the Company, any director, officer or controlled Affiliate of the Company, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Asset Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, the Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, Russia, Sudan and Syria (the “Sanctioned Countries”)). The Company will not, directly or indirectly, use the proceeds from the sale of Advance Shares or any Pre-Paid Advance, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, the Company has not engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country. Neither the Company nor any director, officer or controlled Affiliate of the Company, has ever had funds blocked by a United States bank or financial institution, temporarily or otherwise, as a result of OFAC concerns.
Section 5.33 General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock.
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Article VI. Indemnification
The Investor and the Company represent to the other the following with respect to itself:
Section 6.01 Indemnification by the Company. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor, its investment manager, Yorkville Advisors Global, LP, and their respective Affiliates, and each of the foregoing’s respective officers, directors, managers, members, partners, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Investor Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Investor Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by the Investor Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for inclusion therein; (b) any material misrepresentation or breach of any material representation or material warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (c) any material breach of any material covenant, material agreement or material obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby. To the extent that the foregoing undertaking by the Company may be unenforceable under Applicable Law, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Law.
Section 6.02 Indemnification by the Investor. In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, stockholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.
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Section 6.03 Notice of Claim. Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article VI, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article VI except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.
Section 6.04 Remedies. The remedies provided for in this Article VI are not exclusive and shall not limit any right or remedy which may be available to any indemnified person at law or equity. The obligations of the parties to indemnify or make contribution under this Article VI shall survive expiration or termination of this Agreement.
Section 6.05 Limitation of liability. Notwithstanding the foregoing, no Party shall seek, nor shall any be entitled to recover from the other Party be liable for, special, incidental, indirect, consequential, punitive or exemplary damages.
Article
VII.
Covenants
The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Commitment Period:
Section 7.01 Effective Registration Statement. During the Commitment Period, the Company shall maintain the continuous effectiveness of each Registration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement; provided, however, that in the event there are no Pre-Paid Advances outstanding, the Company shall only be required to use its commercially reasonable efforts to maintain the continuous effectiveness of the Initial Registration Statement and each subsequent Registration Statement filed with the SEC under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.
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Section 7.02 Registration and Listing. From the effectiveness of the Direct Listing, the Company shall use its commercially reasonable efforts to cause the Common Stock to continue to be registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading of its Common Stock and the listing of the Shares purchased by the Investor hereunder on the Principal Market and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another Principal Market.
Section 7.03 Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time during the Commitment Period; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Common Stock for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
Section 7.04 Suspension of Registration Statement.
| (a) | Establishment of a Black Out Period. During the Commitment Period, the Company from time to time may suspend the use of a Registration Statement by written notice to the Investor in the event that the Company determines in good faith that such suspension is necessary to amend or supplement the Registration Statement or Prospectus so that such Registration Statement or Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a “Black Out Period”). | |
| (b) | No Sales by Investor During the Black Out Period. During such Black Out Period, the Investor agrees not to sell any Common Stock of the Company pursuant to such Registration Statement, but may sell shares pursuant to an exemption from registration, if available, subject to the Investor’s compliance with Applicable Laws. | |
| (c) | Limitations on the Black Out Period. The Company shall not impose any Black Out Period that is longer than 15 days or in a manner that is more restrictive (including, without limitation, as to duration) than the comparable restrictions that the Company may impose on transfers of the Company’s equity securities by its directors and senior executive officers. In addition, the Company shall not deliver any Advance Notice during any Black Out Period. If the public announcement of such material, nonpublic information is made during a Black Out Period, the Black Out Period shall terminate immediately after such announcement, and the Company shall immediately notify the Investor of the termination of the Black Out Period. |
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Section 7.05 Listing of Common Stock. As of each Advance Notice Date and the applicable Advance Date, the Advance Shares, and the Commitment Shares, if applicable, to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.
Section 7.06 Opinion of Counsel. Prior to the date of the delivery by the Company of the first Advance Notice and the First Pre-Paid Advance, the Investor shall have received an opinion letter from counsel to the Company in form and substance reasonably satisfactory to the Investor.
Section 7.07 Exchange Act Registration. The Company will file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act and, during the Commitment Period, will not take any action or file any document (whether or not permitted by Exchange Act or the rules thereunder) to terminate or suspend its reporting and filing obligations under the Exchange Act.
Section 7.08 Transfer Agent Instructions. During the Commitment Period (or such shorter time as permitted by Section 2.04 of this Agreement) and subject to Applicable Laws, the Company shall cause (including, if necessary, by causing legal counsel for the Company to deliver an opinion) the transfer agent for the Common Stock to remove restrictive legends from Common Stock purchased by the Investor pursuant to this Agreement, provided that counsel for the Company shall have been furnished with such documents as they may require for the purpose of enabling them to render the opinions or make the statements requested by the transfer agent, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein.
Section 7.09 Corporate Existence. The Company will use commercially reasonable efforts to preserve and continue the corporate existence of the Company during the Commitment Period.
Section 7.10 Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance. The Company will promptly notify the Investor, and confirm in writing, upon its becoming aware of the occurrence of any of the following events in respect of a Registration Statement or related Prospectus (in each of which cases the information provided to the Investor will be kept strictly confidential by the Investor): (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus, or any request for amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the SEC or any other Federal governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Common Stock for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or of the necessity to amend the Registration Statement or supplement a related Prospectus to comply with the Securities Act or any other law (and the Company will promptly make available to the Investor any such supplement or amendment to the related Prospectus); (v) the Company’s reasonable determination that a post-effective amendment to the Registration Statement would be required under Applicable Law; (vi) the Common Stock shall cease to be authorized for listing on the Principal Market; or (vii) the Company fails to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act. The Company shall not deliver to the Investor any Advance Notice, and the Company shall not sell any Shares pursuant to any pending Advance Notice (other than as required pursuant to Section 3.05(d)), during the continuation of any of the foregoing events (each of the events described in the immediately preceding clauses (i) through (vii), inclusive, a “Material Outside Event”).
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Section 7.11 Consolidation. If an Advance Notice has been delivered to the Investor, then the Company shall not effect any consolidation of the Company with or into, or a transfer of all or substantially all the assets of the Company to another entity before the transaction contemplated in such Advance Notice has been closed in accordance with Section 2.02 hereof, and all Shares in connection with such Advance have been received by the Investor.
Section 7.12 Issuance of the Company’s Common Stock. The issuance and sale of the Common Stock hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.
Section 7.13 Reservation of Shares. As of the date of each Pre-Advance Closing, and at all times thereafter, the Company shall have reserved from its duly authorized capital stock not less than the number of shares of Common Stock issuable upon conversion of all Promissory Notes (assuming for purposes hereof that (x) such Promissory Note is convertible at a conversion price equal to the Floor Price as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Note set forth therein). Unless shareholder approval has previously been obtained, if at any time the number of Common Shares that remain available for issuance under the Exchange Cap have an aggregate market value of less than two times the outstanding principal balance of all Promissory Notes that are then outstanding (based on a price per Common Share equal to the average VWAP over the prior five Trading Day period), the Company shall use its commercially reasonable efforts to promptly call and hold a special meeting of stockholders for the purpose of seeking the approval of its stockholders as required by the applicable rules of the Principal Market, for issuances of shares in excess of the Exchange Cap, and the board of directors of the Company will recommend that the Company’s stockholders vote in favor of such resolution.
Section 7.14 Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including but not limited to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto; (ii) the preparation, issuance and delivery of any Shares issued pursuant to this Agreement, (iii) all fees and disbursements of the Company’s counsel, accountants and other advisors (but not, for the avoidance doubt, the fees and disbursements of Investor’s counsel, accountants and other advisors), (iv) the qualification of the Shares under securities laws in accordance with the provisions of this Agreement, including filing fees in connection therewith, (v) the printing and delivery of copies of any Prospectus and any amendments or supplements thereto requested by the Investor, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Principal Market, and (vii) filing fees of the SEC and the Principal Market. For the avoidance of doubt, each of the Company and the Investor shall be responsible for their own fees and expenses incurred in connection with the documentation and closing of transaction contemplated by this Agreement.
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Section 7.15 Advance Notice Limitation. The Company shall not deliver an Advance Notice if a shareholder meeting or corporate action, or the record date for any shareholder meeting or any corporate action, would fall during the period beginning two Trading Days prior to the date of delivery of such Advance Notice and ending two Trading Days following the Closing of such Advance.
Section 7.16 Public Disclosure of Transaction Documents. The Company shall, in the next amendment to the Initial Registration Statement, filed after the date hereof, describe all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching all the material Transaction Documents (including any exhibits thereto. The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on such draft of the Initial Registration Statement including any exhibits to be filed related thereto, as applicable, prior to filing the amendment to the Initial Registration Statement with the SEC and shall reasonably consider all such comments. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that from and after the filing of the amendment to the Initial Registration Statement with the SEC, the Company shall have publicly disclosed all material, non-public information provided to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose in the next amendment to the Initial Registration Statement, or otherwise make publicly available any information communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated by the Transaction Documents, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Shares. In addition, effective upon the filing of the amendment to the Initial Registration Statement, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and Investor or any of its respective officers, directors, Affiliates, employees or agents, on the other hand, shall terminate.
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Section 7.17 Use of Proceeds. The Company will not, directly or indirectly, use the proceeds of the transactions contemplated herein to repay any advances or loans to any executives, directors, or employees of the Company or to make any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company whether or not such amounts are described on the balance sheets of the Company in any SEC Documents or described in any “Related Party Transactions” section of any SEC Documents. The Company will not, directly or indirectly, use the proceeds from the transactions contemplated herein, or lend, contribute, facilitate, or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) for the purpose of funding or facilitating, directly or indirectly, any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is or whose government is, the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions or Applicable Laws by any Person (including any Person participating in the transactions contemplated by this Agreement, whether as underwriter, advisor, investor or otherwise).
Section 7.18 Compliance with Laws. The Company shall comply in all material respects with all Applicable Laws.
Section 7.19 Market Activities. Neither the Company, nor any of their respective officers, directors or controlling persons will, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Shares.
Section 7.20 Trading Information. Upon the Company’s request, the Investor agrees to provide the Company with trading reports setting forth the number and average sales prices of Common Stock sold by the Investor during the prior trading week.
Section 7.21 Selling Restrictions. Except as expressly set forth below, the Investor covenants that from and after the Effective Date through and including the Trading Day next following the expiration or termination of this Agreement as provided in Section 10.01 (the “Restricted Period”), none of the Investor, any of its officers, or any entity managed or controlled by the Investor, or any of the Investor’s other affiliates (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, engage in any Short Sale of the Common Stock, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) any Common Stock; or (2) selling a number of shares of Common Stock equal to the number of Advance Shares that such Restricted Person is unconditionally obligated to purchase under a pending Advance Notice but has not yet received from the Company or the transfer agent pursuant to this Agreement; or (3) selling a number of shares of Common Shares equal to the number of Common Shares that the Investor is entitled to receive, but has not yet received from the Company or the transfer agent, upon the completion of a pending conversion of the Promissory Note for which a valid Conversion Notice (as defined in the Promissory Note) has been submitted to the Company.
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Section 7.22 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Without the consent of the Investor, the Company shall not have the right to assign or transfer any of its rights or provide any third party the right to bind or obligate the Company, to deliver Advance Notices or effect Advances hereunder.
Section 7.23 Non-Public Information. The Company covenants and agrees that, other than as expressly required by Section 7.10 hereof, it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information (as determined under the Securities Act, the Exchange Act, or the rules and regulations of the SEC) to the Investor without also disseminating such information to the public, unless prior to disclosure of such information the Company identifies such information as being material non-public information and the Investor agrees in writing to accept such material non-public information for review. Unless specifically agreed to in writing, in no event shall the Investor have a duty of confidentiality or be deemed to have agreed to maintain information in confidence, with respect to the delivery of any Advance Notices.
Section 7.24 No Frustration; No Variable Rate Transactions, Etc.
| (a) | No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respect of an Advance Notice (including an Advance Notice deemed delivered in respect of an Investor Notice). | |
| (b) | No Variable Rate Transactions or Related Party Payments. From the Effective Date until the date upon which the Promissory Notes to be issued hereunder has been repaid in full, the Company shall not (A) repay any loans to any executives or employees of the Company or to make any payments in respect of any related party debt, and (B) effect or enter into an agreement to effect any issuance by the Company of Common Stock or any security which entitles the holder to acquire Common Stock (or a combination of units thereof) involving a Variable Rate Transaction, other than involving a Variable Rate Transaction with the Investor. The Investor shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required. | |
| (c) | No Reverse Splits. During the period beginning on the Effective Date and ending on the date upon which the Promissory Note(s) to be issued hereunder have been repaid in full, the Company shall not effect any reverse stock split or share consolidation; provided, however, the Company may effect a reverse stock split necessary and solely to comply with the minimum bid price requirements of the Principal Market. |
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| (d) | No Indebtedness. From the Effective Date until the Promissory Note(s) to be issued hereunder have been repaid in full, without the prior written consent of the Investor, and excluding additional indebtedness which is subordinated to the Pre-Paid Advance in form and substance acceptable to the Investor, the Company shall not, directly or indirectly (i) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness, (ii) other than Permitted Liens, enter into, create, incur, assume or suffer to exist any Lien on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom. For the avoidance of doubt, this Section 7.23(d) shall not apply to (i) the existing arrangements between the Company and Sport City Cádiz S.L., or (ii) any indebtedness to be obtained by the Company whereby the Company offers in writing to repay the Pre-Paid Advance in full with part of the proceeds from the new indebtedness and such officer is rejected by the Investor. |
Article
VIII.
Non-Exclusive Agreement
Subject to Section 7.24 hereof, this Agreement and the rights awarded to the Investor hereunder are non-exclusive, and the Company may, at any time throughout the term of this Agreement and thereafter, issue and allot, or undertake to issue and allot, any shares and/or securities and/or convertible notes, bonds, debentures, options to acquire shares or other securities and/or other facilities which may be converted into or replaced by Common Stock or other securities of the Company, and to extend, renew and/or recycle any bonds and/or debentures, and/or grant any rights with respect to its existing and/or future share capital.
Article
IX.
Choice of Law/Jurisdiction; Waiver of Jury Trial
Section 9.01 This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of New York. The Parties further agree that any action between them shall be heard in New York County, New York, and expressly consent to the jurisdiction and venue of the Supreme Court of New York, sitting in New York County, New York and the United States District Court of the Southern District of New York, sitting in New York, New York, for the adjudication of any civil action asserted pursuant to this Agreement.
| - 27 - |
Section 9.02 EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
Article X. Termination
Section 10.01 Termination.
| (a) | Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earlier of (i) the 36-month anniversary of the Effective Date, provided that if any Promissory Notes are then outstanding, such termination shall be delayed until such date that all Promissory Note that were outstanding have been repaid, or (ii) the date on which the Investor shall have made payment of Advances pursuant to this Agreement for shares of Common Stock equal to the Commitment Amount. | |
| (b) | The Company may terminate this Agreement effective upon five Trading Days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices under which shares of Common Stock have yet to be issued, (ii) there is not an outstanding Promissory Note, and (iii) the Company has paid all amounts owed to the Investor pursuant to this Agreement. This Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. | |
| (c) | Nothing in this Section 10.01 shall be deemed to release the Company or the Investor from any liability for any breach under this Agreement prior to the valid termination hereof, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement prior to the valid termination hereof. The indemnification provisions contained in Article VI shall survive the termination of this Agreement. |
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Article XI. Notices
Other than with respect to Advance Notices, which must be in writing delivered in accordance with Section 3.01 and will be deemed delivered on the day set forth in Section 2.01(b), any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail if sent on a Trading Day, or, if not sent on a Trading Day, on the immediately following Trading Day; (iii) five days after being sent by U.S. certified mail, return receipt requested, or (iv) one day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications (except for Advance Notices which shall be delivered in accordance with Exhibit C hereof) shall be:
| If to the Company, to: | Nomadar Corp. 5015 Highway 59 N Marshall, Texas 75670
Attn: Joaquin Martin E-mail: joaquin.martin@nomadar.com |
With copies (which shall not constitute
notice or delivery of |
Dentons US LLP 1221 6th Avenue New York, NY 10020 Attn: Jeffrey Baumel, Esq. E-mail: jeffrey.baumel@dentons.com |
| If to the Investor: | YA II PN, Ltd. 1012 Springfield Avenue Mountainside, NJ 07092 Attn: Mark Angelo E-mail: mangelo@yorkvilleadvisors.com |
With a copy (which shall not constitute
notice or delivery of |
David Fine, Esq. 1012 Springfield Avenue Mountainside, NJ 07092 E-mail: legal@yorkvilleadvisors.com |
or at such other address and/or e-mail and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service provider containing the time, date, and recipient email address or (iii) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of delivery in accordance with clause (i), (ii) or (iii) above, respectively.
Article XII. Miscellaneous
Section 12.01 Counterparts. This Agreement may be executed in identical counterparts, both which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Facsimile or other electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid as originals and effective for all purposes of this Agreement.
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Section 12.02 Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their respective Affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement contains the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the parties to this Agreement.
Section 12.03 Reporting Entity for Common Stock. The reporting entity relied upon for the determination of the trading price or trading volume of the Common Stock on any given Trading Day for the purposes of this Agreement shall be Bloomberg L.P. or any successor thereto. The written mutual consent of the Investor and the Company shall be required to employ any other reporting entity.
Section 12.04 Commitment and Structuring Fee. Each of the parties shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby, except that the Company has paid the Investor or its designee a structuring fee in the amount of $25,000, and the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor of 37,500 shares of Common Stock (the “Commitment Shares”) on the date of the First Pre-Advance Closing. The Commitment Shares issuable hereunder shall be included on the Initial Registration Statement.
Section 12.05 Brokerage. Each of the parties hereto represents that it has had no dealings in connection with this transaction with any finder or broker who will demand payment of any fee or commission from the other party. The Company on the one hand, and the Investor, on the other hand, agree to indemnify the other against and hold the other harmless from any and all liabilities to any person claiming brokerage commissions or finder’s fees on account of services purported to have been rendered on behalf of the indemnifying party in connection with this Agreement or the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Standby Equity Purchase Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.
| COMPANY: | ||
| NOMADAR CORP. | ||
| By: | /s/ Rafael Jesus Contreras Chamorro | |
| Name: | Rafael Jesus Contreras Chamorro | |
| Title: | CEO | |
| INVESTOR: | ||
| YA II PN, Ltd. | ||
| By: | Yorkville Advisors Global, LP | |
| Its: | Investment Manager | |
| By: | Yorkville Advisors Global II, LLC | |
| Its: | General Partner | |
| By: | /s/ Matthew Beckman | |
| Name: | Matthew Beckman | |
| Title: | Manager | |
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ANNEX I TO THE
STANDBY EQUITY PURCHASE AGREEMENT
DEFINITIONS
“Additional Shares” shall have the meaning set forth in Section 3.03.
“Adjusted Advance Amount” shall have the meaning set forth in Section 3.03
“Advance” shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to this Agreement.
“Advance Date” shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance, provided that, with respect to an Advance pursuant to an Investor Notice, the Advance Date shall be the first Trading Day after the date of delivery of such Investor Notice.
“Advance Notice” shall mean a written notice in the form of Exhibit C attached hereto to the Investor executed by an officer of the Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor.
“Advance Notice Date” shall mean each date the Company is deemed to have delivered (in accordance with Section 3.01(c) of this Agreement) an Advance Notice to the Investor, subject to the terms of this Agreement.
“Advance Shares” shall mean the Common Stock that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.
“Affiliate” shall have the meaning set forth in Section 4.07.
“Agreement” shall have the meaning set forth in the preamble of this Agreement.
“Amortization Event” shall have the meaning set forth in the Promissory Note.
“Applicable Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.
“Black Out Period” shall have the meaning set forth in Section 7.04.
“Closing” shall have the meaning set forth in Section 3.05.
“Commitment Amount” shall mean $30,000,000 of Common Stock.
“Commitment Fee” shall have the meaning set forth in Section 12.04.
“Commitment Shares” shall have the meaning set forth in Section 12.04.
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“Commitment Period” shall mean the period commencing on the Effective Date and expiring upon the termination of this Agreement in accordance with Section 10.01.
“Common Stock Equivalents” shall mean any securities of the Company which entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Common Stock” shall have the meaning set forth in the recitals of this Agreement.
“Company” shall have the meaning set forth in the preamble of this Agreement.
“Company Indemnitees” shall have the meaning set forth in Section 6.02.
“Condition Satisfaction Date” shall have the meaning set forth in Annex III.
“Conversion Price” shall have the meaning set forth in the Promissory Note.
“Daily Traded Amount” shall mean the daily trading volume of the Company’s Common Stock on the Principal Market during regular trading hours as reported by Bloomberg L.P.
“Direct Listing” shall have the meaning set forth in the recitals of this Agreement.
“Effective Date” shall mean the date hereof.
“Environmental Laws” shall have the meaning set forth in Section 5.14.
“Event of Default” shall have the meaning set forth in the Promissory Note.
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exchange Cap” shall have the meaning set forth in Section 3.02(c).
“Excluded Day” shall have the meaning set forth in Section 3.03.
“Floor Price” shall have the meaning set forth in each Promissory Note.
“Hazardous Materials” shall have the meaning set forth in Section 5.14.
“Indebtedness” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (vii) all indebtedness referred to in clauses (i) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (viii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (vii) above.
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“Indemnified Liabilities” shall have the meaning set forth in Section 6.01.
“Initial Registration Statement” shall have the meaning set forth in the preamble of this Agreement.
“Investor” shall have the meaning set forth in the preamble of this Agreement.
“Investor Notice” shall mean a written notice to the Company in the form set forth herein as Exhibit E attached hereto.
“Investor Indemnitees” shall have the meaning set forth in Section 6.01.
“Lien” shall mean any (i) mortgage, (ii) right of way, (iii) easement, (iv) encroachment, (v) restriction on use, (vi) servitude, (vii) pledge, (viii) lien, (ix) charge, (x) hypothecation, (xi) security interest, (xii) encumbrance, (xiii) adverse right, interest or claim, (xiv) community or other marital property interest, (xv) condition, (xvi) equitable interest, (xvii) encumbrance, (xviii) license, (xix) covenant, (xx) title defect, (xxi) option, (xxii) right of first refusal or offer or similar restriction, (xxiii) voting right, (xxiv) transfer restriction, or (xxv) receipt of income or exercise of any other attribute of ownership.
“Market Price” shall mean the lowest daily VWAP of the Common Stock during the Pricing Period, other than the daily VWAP on an Excluded Day.
“Material Adverse Effect” shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement.
“Material Outside Event” shall have the meaning set forth in Section 7.10.
“Maximum Advance Amount” means (i) in respect of each Advance Notice delivered by the Company pursuant to Section 3.01(a) of this Agreement, an amount equal to one hundred percent (100%) of the average of the Daily Traded Amount during the five consecutive Trading Day immediately preceding an Advance Notice, and (ii) in respect of each Advance Notice deemed delivered by the Company pursuant to an Investor Notice, the amount selected by the Investor in such Investor Notice, which amount shall not exceed the limitations set forth in Section 3.02 of this Agreement.
| - 34 - |
“Minimum Acceptable Price” shall mean the minimum price notified by the Company to the Investor in each Advance Notice, if applicable.
“OFAC” shall have the meaning set forth in Section 5.32.
“Original Issuance Discount” shall have the meaning set forth in Section 2.02.
“Ownership Limitation” shall have the meaning set forth in Section 3.02(a).
“Permitted Indebtedness” shall mean: (i) indebtedness in respect of the Promissory Notes; (ii) indebtedness (A) the repayment of which has been subordinated to the payment of the Promissory Notes on terms and conditions acceptable to the Investor, including with regard to interest payments and repayment of principal, (B) which does not mature or otherwise require or permit redemption or repayment prior to or on the 91st day after the maturity date of the Promissory Note; and (C) which is not secured by any assets; and (iii) any indebtedness (other than the indebtedness set out in (i) – (ii) above) incurred after the Effective Date, provided that such indebtedness does not exceed $250,000 at any given time.
“Permitted Liens” shall mean (i) any security interest granted to the Investor, (ii) inchoate Liens for taxes, assessments or governmental charges or levies (A) not yet due, as to which the grace period, if any, related thereto has not yet expired, or (B) being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (iii) Liens of carriers, materialmen, warehousemen, mechanics and landlords and other similar Liens which secure amounts which are not yet overdue by more than 60 days or which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; (iv) licenses, sublicenses, leases or subleases granted to other persons not materially interfering with the conduct of the business of the Company; (v) Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance, pension liabilities and social security benefits and Liens securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature (other than appeal bonds) incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money); and (vi) Liens in favor of a banking institution arising by operation of law encumbering deposits (including the right of set-off) and contractual set-off rights held by such banking institution and which are within the general parameters customary in the banking industry and only burdening deposit accounts or other funds maintained with a creditor depository institution.
“Person” shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Plan of Distribution” shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.
| - 35 - |
“Pre-Advance Closing” shall have the meaning set forth in Section 2.01.
“Pre-Paid Advance” shall mean have the meaning set forth in Section 2.01.
“Pricing Period” shall mean the three consecutive Trading Days commencing on the Advance Notice Date.
“Principal Market” shall mean the Nasdaq Stock Market; provided, however, that in the event the Common Stock are ever listed or traded on the New York Stock Exchange or the NYSE American, the “Principal Market” shall mean such other market or exchange on which the Common Stock are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the Common Stock.
“Promissory Note” shall have the meaning set forth in Section 2.01.
“Prospectus” shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with a Registration Statement, including documents incorporated by reference therein.
“Prospectus Supplement” shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including documents incorporated by reference therein.
“Purchase Price” shall mean (i) the price per Advance Share obtained by multiplying the Market Price by 95% in respect of an Advance Notice delivered by the Company, or (ii) in the case of any Advance Notice delivered pursuant to an Investor Notice, the Purchase Price set forth in Section 3.01(b)(ii).
“Registration Limitation” shall have the meaning set forth in Section 3.02(b).
“Registration Statement” shall have the meaning set forth in the Registration Rights Agreement.
“Registrable Securities” shall have the meaning set forth in the Registration Rights Agreement.
“Regulation D” shall mean the provisions of Regulation D promulgated under the Securities Act.
“Sanctions” shall have the meaning set forth in Section 5.32.
“Sanctioned Countries” shall have the meaning set forth in Section 5.32.
“SEC” shall mean the U.S. Securities and Exchange Commission.
“SEC Documents” shall have the meaning set forth in Section 5.06.
“Securities Act” shall have the meaning set forth in the recitals of this Agreement.
“Settlement Document” in respect of an Advance Notice delivered by the Company, shall mean a settlement document in the form set out on Exhibit D, and in respect of an Advance Notice deemed delivered pursuant to an Investor Notice, shall mean the Investor Notice containing the information set forth on Exhibit E.
| - 36 - |
“Shares” shall mean the Commitment Shares and the Common Stock to be issued from time to time hereunder pursuant to an Advance.
“Solvent” shall mean, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Trading Day” shall mean any day during which the Principal Market shall be open for business.
“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, any Promissory Notes issued by the Company hereunder, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.
“Variable Rate Transaction” shall mean a transaction in which the Company (i) issues or sells any Common Stock or Common Stock Equivalents that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Stock either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of Common Stock or Common Stock Equivalents, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including, without limitation, any “full ratchet,” “share ratchet,” “price ratchet,” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), (ii) enters into, or effects a transaction under, any agreement, including but not limited to an “equity line of credit” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, (iii) issues or sells any Common Stock or Common Stock Equivalents (or any combination thereof) at an implied discount (taking into account all the securities issuable in such offering) to the market price of the Common Stock at the time of the offering in excess of 30% or (iv) enters into or effects any forward purchase agreement, equity pre-paid forward transaction or other similar offering of securities where the purchaser of securities of the Company receives an upfront or periodic payment of all, or a portion of, the value of the securities so purchased, and the Company receives proceeds from such purchaser based on a price or value that varies with the trading prices of the Common Stock; provided that the Company’s existing arrangements with and Sport City Cádiz S.L. shall not constitute a Variable Rate Transaction.
“VWAP” shall mean for any Trading Day or specified period, the daily volume weighted average price of the Common Stock for such Trading Day on the Principal Market during regular trading hours, or such specified period, as reported by Bloomberg L.P through its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.
| - 37 - |
ANNEX II TO THE
STANDBY EQUITY PURCHASE AGREEMENT
CONDITIONS PRECEDENT TO THE INVESTOR’S OBLIGATION TO FUND A PRE-PAID ADVANCE
The obligation of the Investor to advance to the Company a particular tranche of the Pre-Paid Advance hereunder at each Pre-Advance Closing is subject to the satisfaction, as of the date of such Pre-Advance Closing, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
| (a) | The Company shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party, and the Company shall have duly executed and delivered to the Investor a Promissory Note with a principal amount corresponding to the amount of the applicable tranche of the Pre-Paid Advance (before any deductions made thereto). | |
| (b) | The Company shall have delivered to the Investor a compliance certificate executed by the chief executive officer of the Company certifying that Company has complied with all of the conditions precedent to the Pre-Advance Closing set forth herein and which may be relied upon by the Investor as evidence of satisfaction of such conditions without any obligation to independently verify. | |
| (c) | The Investor shall have received an opinion of counsel to the Company, dated on or before the Pre-Advance Closing Date, in form and substance reasonably acceptable to the Investor. | |
| (d) | The Investor shall have received a closing statement in a form to be agreed by the parties, duly executed by an officer of the Company, setting forth wire transfer instructions of the Company for the payment of the amount of the applicable tranche of the Pre-Paid Advance, the amount to be paid by the Investor, which shall be the full principal amount of such tranche of the Pre-Paid Advance less the applicable Original Issuance Discount and any other deductions that may be agreed by the parties. | |
| (e) | The Company shall have delivered to the Investor certified copies of its charter or certificate of formation, bylaws or operating agreement and any other material organizational documents. | |
| (f) | The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company as of a date within ten (10) days of the applicable Pre-Advance Closing. | |
| (g) | (I) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents, (II) said approval has not been amended, rescinded or modified and remains in full force and effect as of the Effective Date, and (III) a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Investor. | |
| (h) | Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the date of the Pre-Advance Closing as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions set forth in each Transaction Document required to be performed, satisfied or complied with by the Company at or prior to the applicable Pre-Advance Closing. |
| (i) | No Suspension of Trading in or Delisting of Common Stock. (I) Trading in the Common Stock shall not have been suspended by the SEC, the Principal Market or FINRA, (II) the Company shall not have received any notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated, nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, and (III) the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated. | |
| (j) | The Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary for the sale of the Common Stock. | |
| (k) | No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. | |
| (l) | Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect, or an Event of Default. | |
| (m) | (I) No material breach of this Agreement or any Transaction Document shall have occurred, (II) no Event of Default shall have occurred (assuming that the applicable Promissory Note had been outstanding as of each Pre-Advance Closing, and (III) no event has occurred and no condition exists that with the passage of time or the giving of notice, or both, would constitute a material breach of this Agreement or any Transaction Document or an Event of Default (assuming that the applicable Promissory note had been outstanding as of each Pre-Advance Closing). | |
| (n) | The Company shall have notified the Principal Market of the issuance of all of the Shares hereunder, the Principal Market shall have completed its review of the related Listing of Additional Share form, and the Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the maximum number of shares of Common Stock issuable pursuant to the Promissory Note to be issued at the Pre-Advance Closing. | |
| (o) | The Company shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request. | |
| (p) | Solely with respect to the Second Pre-Advance Closing, the Company shall have filed with the SEC an amendment to the Initial Registration Statement which filing shall include the audited financial statements for the year ended December 31, 2024, and shall be filed in accordance with the terms and conditions set forth in the Registration Rights Agreement. | |
| (q) | The Second Pre-Advance Closing shall have occurred within 45 days of the date hereof. | |
| (r) | Solely with respect to the Third Pre-Advance Closing, the Initial Registration Statement, as amended, shall be effective in accordance with the terms and conditions set forth in the Registration Rights Agreement, including the effectiveness deadline set forth therein, and the Company shall have obtained the initial listing of the Common Stock on the Nasdaq. | |
| (s) | The Third Pre-Advance Closing shall have occurred within 180 days of the Effective Date. |
ANNEX III TO THE
STANDBY EQUITY PURCHASE AGREEMENT
CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER AN ADVANCE NOTICE
The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:
| (a) | Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company in this Agreement shall be true and correct in all material respects as of the Advance Notice Date, except to the extent such representations and warranties are as of another date, such representations and warranties shall be true and correct as of such other date. | |
| (b) | Issuance of Commitment Shares. The Company shall have paid the Commitment Fee or issued the Commitment Shares to an account designated by the Investor, in accordance with Section 12.04, all of which Commitment Fee shall be fully earned and non-refundable regardless of whether any Advance Notices are made or settled hereunder or any subsequent termination of this Agreement. | |
| (c) | Registration of the Common Stock with the SEC. There is an effective Registration Statement pursuant to which the Investor is permitted to utilize the prospectus thereunder to resell all of the Common Stock issuable pursuant to such Advance Notice. The Company shall have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date. | |
| (d) | Authority. The Company shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Common Stock issuable pursuant to such Advance Notice or shall have the availability of exemptions therefrom. The sale and issuance of such Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. | |
| (e) | Board. (I) The board of directors of the Company has approved the transactions contemplated by the Transaction Documents, (II) said approval has not been amended, rescinded or modified and remains in full force and effect as of the Effective Date, and (III) a true, correct and complete copy of such resolutions duly adopted by the board of directors of the Company shall have been provided to the Investor. | |
| (f) | No Material Outside Event. No Material Outside Event shall have occurred and be continuing. | |
| (g) | Performance by the Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior the applicable Condition Satisfaction Date. | |
| (h) | No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or materially and adversely affects any of the transactions contemplated by the Transaction Documents. | |
| (i) | No Suspension of Trading in or Delisting of Common Stock. (I) Trading in the Common Stock shall not have been suspended by the SEC, the Principal Market or FINRA, (II) the Company shall not have received any notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated, nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, and (III) the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated. | |
| (j) | Authorized. All of the Common Stock issuable pursuant to the applicable Advance Notice shall have been duly authorized by all necessary corporate action of the Company. All Common Stock relating to all prior Advance Notices required to have been received by the Investor under this Agreement shall have been delivered to the Investor in accordance with this Agreement. | |
| (k) | Executed Advance Notice. The representations contained in the applicable Advance Notice shall be true and correct in all material respects as of the applicable Condition Satisfaction Date. |
EXHIBIT A
REGISTRATION RIGHTS AGREMEENT
See
attached.
EXHIBIT B
CONVERTIBLE PROMISSORY NOTE
See attached.
EXHIBIT C
ADVANCE NOTICE
| Dated: ______________ | Advance Notice Number: ____ |
The undersigned, _______________________, hereby certifies, with respect to the sale of Common Stock of NOMADAR CORP. (the “Company”) issuable in connection with this Advance Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of [____________] (the “Agreement”), as follows (with capitalized terms used herein without definition having the same meanings as given to them in the Agreement):
1. The undersigned is the duly elected ______________ of the Company.
2. There are no fundamental changes to the information set forth in the Registration Statement which would require the Company to file a post-effective amendment to the Registration Statement.
3. The Company has performed in all material respects all covenants and agreements to be performed by the Company contained in the Agreement on or prior to the Advance Notice Date. All conditions to the delivery of this Advance Notice are satisfied as of the date hereof.
4. The number of Advance Shares the Company is requesting is _____________________.
5. The Minimum Acceptable Price with respect to this Advance Notice is ____________ (if left blank then no Minimum Acceptable Price will be applicable to this Advance).
6. The number of shares of Common Stock of the Company outstanding as of the date hereof is ___________.
The undersigned has executed this Advance Notice as of the date first set forth above.
| NOMADAR CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
Please deliver this Advance Notice by email to:
Email: Trading@yorkvilleadvisors.com
Attention: Trading Department and Compliance Officer
Confirmation Telephone Number: (201) 985-8300.
EXHIBIT D
SETTLEMENT DOCUMENT
VIA EMAIL
NOMADAR CORP.
Attn:
Email:
| Below please find the settlement information with respect to the Advance Notice Date of: | |||
| 1. | Number of shares of Common Stock requested in the Advance Notice | ||
| 2. | Minimum Acceptable Price for this Advance (if any) | ||
| 3. | Number of Excluded Days (if any) | ||
| 4. | Adjusted Advance Amount (if applicable) | ||
| 5. | Market Price | ||
| 6. | Purchase Price (Market Price x 95%) per share | ||
| 7. | Number of Advance Shares due to the Investor | ||
| 8. | Total Purchase Price due to Company (row 6 x row 7) |
If there were any Excluded Days then add the following
| 9. | Number of Additional Shares to be issued to the Investor | ||
| 10. | Additional amount to be paid to the Company by the Investor (Additional Shares in row 9 x Minimum Acceptable Price x 95%) | ||
| 11. | Total Amount to be paid to the Company (Purchase Price in row 8 + additional amount in row 10) | ||
| 12. | Total Advance Shares to be issued to the Investor (Advance Shares due to the Investor in row 7 + Additional Shares in row 9) |
Please issue the number of Advance Shares due to the Investor to the account of the Investor as follows:
Investor’s DTC participant #:
ACCOUNT NAME:
ACCOUNT NUMBER:
ADDRESS:
CITY:
COUNTRY:
Contact person:
Number and/or email:
| Sincerely, | |
| YA II PN, LTD. |
| Agreed and approved by: | ||
| NOMADAR CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT E
INVESTOR NOTICE,
CORRESPONDING ADVANCE NOTICE,
AND SETTLEMENT DOCUMENT
YA II PN, LTD.
| Dated: ______________ | Investor Notice Number: ____ |
On behalf of YA II PN, LTD. (the “Investor”), the undersigned hereby certifies, with respect to the purchase of Common Stock of NOMADAR CORP. (the “Company”) issuable in connection with this Investor Notice, delivered pursuant to that certain Standby Equity Purchase Agreement, dated as of [_____________], as amended and supplemented from time to time (the “Agreement”), as follows:
| 1. | Advance requested in the Advance Notice | ||
| 2. | Purchase Price (equal to the Conversion Price as defined in the Promissory Note) | ||
| 3. | Number of Shares due to Investor |
The aggregate purchase price of the Shares to be paid by Investor pursuant to this Investor Notice and corresponding Advance Notice shall be offset against amounts outstanding under the Pre-Paid Advance evidenced by the Promissory Note, dated [___________], (first towards accrued and unpaid interest, and then towards outstanding principal) as follows (and this information shall satisfy the obligations of the Investor to deliver a Settlement Document pursuant to the Agreement):
| 1. | Amount offset against accrued and unpaid Interest | $[____________] | |
| 2. | Amount offset against Principal | $[____________] | |
| 3. | Total amount of the Promissory Note outstanding following the Advance | $[____________] |
Please issue the number of Shares due to the Investor to the account of the Investor as follows:
Investor’s DTC participant #:
ACCOUNT NAME:
ACCOUNT NUMBER:
ADDRESS:
CITY:
The undersigned has executed this Investor Notice as of the date first set forth above.
| YA II PN, Ltd. | ||
| By: | Yorkville Advisors Global, LP | |
| Its: | Investment Manager | |
| By: | Yorkville Advisors Global II, LLC | |
| Its: | General Partner | |
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.9
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May 20, 2025 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and NOMADAR CORP., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company and the Investor have entered into that certain Standby Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $30 million of the Company’s Class A shares of Common Stock, par value $0.000001 per share (the “Common Stock”) and the Investor shall provide pre-paid advances to the Comapny to be evidenced by one or more promissory notes issued to the Investor (each a “Promissory Note”), pursuant to and upon the terms and conditions of the Purchase Agreement, in the aggregate amount of up to $3,000,000;
WHEREAS, the Company is in the process of completing a direct listing (the “Direct Listing”) of its Common Stock on the Nasdaq Capital Market of the Nasdaq Stock Market LLC and in connection with this Direct Listing, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1 (file number 333-284716) (as amended from time to time, the “Initial Registration Statement”); and
WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:
1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
(a) “Business Day” shall mean any day on which the Nasdaq Stock Market LLC is open for trading, other than any day on which commercial banks are authorized or required to be closed in New York City.
(b) “Effectiveness Deadline” means, with respect to the SEPA Registration Statement, the 60th calendar day following the initial filing thereof (or the 120th calendar day if the Company is informed by the staff of the U.S. Securities and Exchange Commission (the “SEC”) that the staff will review the SEPA Registration Statement), provided, however, in the event the Company is notified by the SEC that the SEPA Registration Statement will not be reviewed or is no longer subject to further review and comments, the Effectiveness Deadline as to the SEPA Registration Statement shall be the fifth Business Day following the date on which the Company is so notified if such date precedes the date required above.
(c) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(d) “Filing Deadline” means, with respect to the SEPA Registration Statement required hereunder, the 21st calendar day following date of effectiveness of the Direct Listing.
(e) “Person” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.
(f) “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
(g) “Registrable Securities” means all of (i) the shares of Common Stock issuable upon conversion of the Promissory Notes, (ii) the Shares (as defined in the Purchase Agreement) and (ii) any capital stock issued or issuable with respect to the Shares, including, without limitation, any shares of Common Stock issued or issuable with respect to any shares described in subsections (i) and (ii) above by way of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise.
(h) “Registration Statement” means the Initial Registration Statement and the SEPA Registration Statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
(i) “Required Registration Amount” means (A) with respect to the Initial Registration Statement, (i) at least 900,000 shares of Common Stock issued or to be issued, or to be issued upon conversion of the Promissory Notes; and (ii) the Commitment Shares (as defined in the Purchase Agreement), (B) with respect to the SEPA Registration Statement, a good faith estimate of such number of shares of Common Stock issuable pursuant to the Purchase Agreement made by the Company at the time of the filing of such Registration Statement, and (C) with respect to subsequent Registration Statements, such number of shares of Common Stock as requested by the Investor not to exceed 300% of the maximum number of shares of Common Stock issuable upon conversion of all Promissory Notes then outstanding (assuming for purposes hereof that (x) such Promissory Notes are convertible at the Conversion Price (as defined in each respective Promissory Note) in effect as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Notes set forth therein), in each case subject to any cutback set forth in Section 2(e).
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(j) “Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.
(k) “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
(l) “SEC” means the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.
(m) “Securities Act” shall have the meaning set forth in the Recitals above.
2. REGISTRATION.
(a) The Company’s registration obligations set forth in this Section 2 including its obligations to use commercially reasonable efforts to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of any Registration Statement that has been declared effective shall begin on the date hereof and continue until all the earlier of (i) the date on which the Investor has sold all of the Registrable Securities and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (the “Registration Period”).
(b) Subject to the terms and conditions of this Agreement, the Company shall (i) as soon as practicable, prepare and file with the SEC an amendmet to the Initial Registration Statement on Form S-1 covering the resale by the Investor of the Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices), and (ii) as soon as practicable after the effectiveness of the Direct Listing, but in no case later than the applicable Filing Deadline, prepare and file with the SEC an a Registration Statement on Form S-1 or any successor form thereto (the “SEPA Registration Statement”) covering the resale by the Investor of the Required Registration Amount in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 at then prevailing market prices (and not fixed prices). Each Registration Statement shall contain “Selling Stockholders” and “Plan of Distribution” sections. The Company shall use its commercially reasonable efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in the case of the SEPA Registration Statement, no later than the Effectiveness Deadline. By 9:30 am on the business day following the date of effectiveness of a Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of a Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on any Registration Statement to the Company within 24 hours of the receipt thereof from the Company or the Company’s representatives.
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(c) Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by a Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with the SEC one (1) or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case as soon as practicable (taking into account any position of the staff of the SEC with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the SEC and the rules and regulations of the SEC). The Company shall use its commercially reasonable efforts to cause each such new Registration Statement to become effective as soon as reasonably practicable following the filling thereof with the SEC.
(d) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investor true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(c)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Exchange Act, the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.
(e) Reduction of Registrable Securities Included in a Registration Statement. Notwithstanding anything contained herein, in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor as to the specific Registrable Securities to be removed therefrom) to the maximum number of securities as is permitted to be registered by the SEC. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one (1) or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.
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(f) Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current. If: (i) the SEPA Registration Statement is not filed on or prior to its Filing Date, or (ii) the SEPA Registration Statement is not declared effective on or prior to the Effectiveness Deadline, or the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the SEPA Registration Statement will not be “reviewed,” or not subject to further review, or (iii) the Investor is not permitted to utilize the Prospectus contained in the Initial Registration Statement or the Prospectus contained in the SEPA Registration Statement if there is an outstanding Advance, to resell such Registrable Securities, as applicable, for more than 15 consecutive calendar days or more than an aggregate of 30 calendar days during any 12-month period (which need not be consecutive calendar days) (any such failure or breach being referred to as an “Event”), then in addition to any other rights the Investor may have hereunder or under applicable law, the Company shall be in breach of the term and conditions of this Agreement and such Event shall be deemed an Event of Default (as defined in each respective Promissory Notes) for so long as such Event remains uncured. During the period of the existence of an uncured Event, the Investor shall have no obligation to accept an Advance Notice or accept or purchase any Advance Shares (other than any Advance Shares purchased by the Investor prior to the occurrence of the Event).
(g) Piggy-Back Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the Company proposes to register the offer and sale of any shares of Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one (1) or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written notice (in any event no later than five (5) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities; provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g) that have been sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent.
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(h) No Inclusion of Other Securities; Other Registration Statements. In no event shall the Company (i) include any securities other than Registrable Securities on the SEPA Registration Statement or any amendment thereto without the Investor’s prior written consent. [Reserved].
3. RELATED OBLIGATIONS.
(a) Upon the request of the Investor, the Company shall, not less than three (3) Business Days prior to the filing of each Registration Statement and not less than one (1) business day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 10-K, supplements and amendments to update the Registration Statement solely for information reflected in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q or current reports on Form 8-K), furnish to each Investor copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investor shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after the Investor have been so furnished copies of a Registration Statement.
(b) Upon request, the Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge (i) at least one (1) copy (which may be in electronic form) of such Registration Statement as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference, all exhibits and each preliminary prospectus, and (ii) at least one (1) copy (which may be in electronic form) of the final prospectus included in such Registration Statement and all amendments and supplements thereto.
(c) The Company shall use its commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its certificate of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
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(d) As promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to the Investor. The Company shall also promptly notify each Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to each Investor by email no later than one day after such effectiveness), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to a Registration Statement or any amendment thereto.
(e) The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.
(f) Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts to cause all of the Registrable Securities covered by each Registration Statement to be listed on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(f).
(g) The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a material misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
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(h) The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to such Registration Statement or Rule 144; provided, that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System.
(i) The Company shall use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.
(j) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.
(k) Within two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC.
(l) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities pursuant to a Registration Statement.
4. OBLIGATIONS OF THE INVESTOR.
(a) The Investor agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) the Investor shall as soon as reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary contained herein, subject to compliance with the securities laws, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.
(b) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
(c) The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.
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5. EXPENSES OF REGISTRATION.
All expenses incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review of the Registration Statement).
6. INDEMNIFICATION.
With respect to Registrable Securities which are included in a Registration Statement under this Agreement:
(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor and its directors, officers, partners, employees, agents, and representatives, and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act (each, an “Investor Indemnified Person”), against any actual documented losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Indemnified Damages”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Claims”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse the Investor and each such Investor Indemnified Person promptly as Indemnified Damages are incurred and are due and payable, including actual documented legal fees, disbursements and other expenses incurred by an Investor Indemnified Person in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Investor Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a) with respect to any prospectus shall not inure to the benefit of the Investor Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to the Investor prior to such Investor’s use of the prospectus to which the Claim relates.
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(b) In connection with a Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each a “Company Indemnified Person”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs (i) in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement or (ii) from the Investor’s violation of any prospectus delivery requirements under the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that, other than in connection with fraud or gross negligence on the part of the Investor, the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Indemnified Person. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Company Indemnified Person if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to the Investor prior to such Investor’s use of the prospectus to which the Claim relates.
(c) Promptly after receipt by an Investor Indemnified Person or Company Indemnified Person under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Investor Indemnified Person or Company Indemnified Person shall, if indemnification in respect of such Claim is to be sought from any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, assume control of the defense thereof with counsel reasonably and mutually satisfactory to the indemnifying party and the Investor Indemnified Person or the Company Indemnified Person, as the case may be; provided, however, that an Investor Indemnified Person or Company Indemnified Person shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Investor Indemnified Person or Company Indemnified Person to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnified Person or Company Indemnified Person and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnified Person or Company Indemnified Person and any other party represented by such counsel in such proceeding. The Investor Indemnified Person or Company Indemnified Person shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnified Person or Company Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Investor Indemnified Person or Company Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnified Person or Company Indemnified Person, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnified Person or Company Indemnified Person of a full and unconditional release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnified Person or Company Indemnified Person with respect to all third parties, firms or corporations relating to the Claim(s) for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such Claim shall not relieve such indemnifying party of any liability to the Investor Indemnified Person or Company Indemnified Person under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such Claim.
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(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.
(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Investor Indemnified Person or Company Indemnified Person against the indemnifying party or others and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.
7. CONTRIBUTION.
To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.
8. REPORTS UNDER THE EXCHANGE ACT.
With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, and as a material inducement to the Investor’s purchase of the Promissory Notes, the Company represents, warrants, and covenants to the following:
(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has timely filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports.
(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.
(c) The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.
9. AMENDMENT OF REGISTRATION RIGHTS.
Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each of the Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.
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10. MISCELLANEOUS.
(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
(b) Neither this Agreement nor any rights or obligations of the Investor or the Company hereunder may be assigned to any other Person, except for assignments by the Investor to any of its affiliates.
(c) Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered pursuant to the notice provisions of the Purchase Agreement or to such other address and/or electronic mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email service provider containing the time, date, and recipient email or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with this section.
(d) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.
(e) The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investor as its stockholder. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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(f) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.
(g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(h) This Agreement may be executed in identical counterparts, both of which shall be considered one (1) and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Electronically scanned and delivered signatures (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), including by e-mail attachment, shall be deemed to have been duly and validly delivered and be valid and effective for all purposes of this Agreement.
(i) Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
(j) The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.
(k) This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Investor and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above written.
| COMPANY: | ||
| NOMADAR CORP. | ||
| By: | /s/ Rafael Jesus Contreras Chamorro | |
| Name: | Rafael Jesus Contreras Chamorro | |
| Title: | CEO | |
| INVESTOR: | ||
| YA II PN, Ltd. | ||
| By: | Yorkville Advisors Global, LP | |
| Its: | Investment Manager | |
| By: | Yorkville Advisors Global II, LLC | |
| Its: | General Partner | |
| By: | /s/ Matthew Beckman | |
| Name: | Matthew Beckman | |
| Title: | Manager | |
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Exhibit 10.10
CONTRACT FOR THE OPERATION OF SPACES AND ORGANIZATION OF EVENTS
Cádiz, October 30, 2024
GATHERED
On one hand, Mr. Rafael Jesús Contreras Chamorro, of legal age of Spanish nationality, with DNI No. 31.264.896-F, acting on behalf and in representation, as Vice President of the Board of Directors, of CÁDIZ CLUB DE FÚTBOL SAD, with CIF No. A-11013703 and address for the purposes of this document at 11010-Cádiz Plaza de Madrid s/n, hereinafter “CADIZ CF” or “CLUB”.
On the other hand, Mr. Joaquin Martin Perles, of legal age, of Spanish nationality, with ID number 34005384E, acting as CCIRO of NOMADAR, CORP. Spanish Branch, a Spanish company with registered office for the purposes of this contract at Campus “El Madrugador”, Ctra. El Portal A-2002, Km. 1.5, El Puerto de Santa Maria, 11500 and with CIF W0308287B (hereinafter, NOMADAR or the ASSIGNEE).
EXPOSED
| I. | WHEREAS the CLUB is an entity of reputed prestige that, among others, has a professional football team, framed in the Spanish National Professional Football League, which plays the Second Division National League Championship, as well as the Copa del Rey and other national and local competitions. | |
| II. | WHEREAS, the CLUB is the concessionaire of the Football Stadium called “Nuevo Mirandilla”, located in Cádiz, Plaza de Madrid s/n (hereinafter, the “Stadium or the “Venue”), and in this capacity is the exclusive owner of the rights of use and enjoyment of the Stadium, having all the material and legal requirements necessary for the programming, contracting and representation in said Venue of live artistic and musical shows or public events, such as concerts and similar, which are the subject of this Contract, during the term of this Contract, without prejudice to the licenses, permits or authorizations that may be required from the TRANSFEREE for each show or event of the aforementioned | |
| III. | WHEREAS NOMADAR is a company specialized in the management, organization and operation of musical, cultural and other events of a commercial nature, with the experience, structure and resources necessary to guarantee the optimal execution of these activities. | |
| IV. | WHEREAS, both parties wish to formalize a contract for the exploitation of the space by which the CLUB entrusts NOMADAR with the exploitation of the spaces of the Stadium and the organization of events, under the terms and conditions detailed in this contract. |
By virtue of the foregoing, the parties agree to sign this contract, which will be governed by the following:
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CLAUSES
FIRST. DEFINITIONS
| - | Venue: “Venue” shall mean the facilities of the Nuevo Mirandilla Stadium, including the grandstand areas, playing field, changing rooms, technical areas, event areas and any other part of the stadium expressly included in the scope of the Contract. Administrative offices, meeting rooms, press areas, technological areas or any other space intended for the exclusive use of Cádiz CF employees are expressly excluded from this definition, which will not be subject to this transfer. The non-ceded areas will remain under the exclusive control of Cádiz CF during the term of the contract and will be protected by security measures and restricted access to avoid any interference with the normal development of its activities. | |
| - | Event: “Event” shall be understood as any activity of a public or private nature, previously approved by CADIZ CF, which may be held within the Venue during the agreed transfer period. Permitted events include, but are not limited to, concerts, musical performances, non-football sports competitions, cultural festivals, conferences, exhibitions and other entertainment events of a similar nature. It is expressly forbidden to hold events that threaten the reputation or image of CADIZ CF, as well as those that involve political, religious, violent, illegal activities or any type of demonstration that does not conform to the values and principles of the club or put the integrity of the Venue at risk. |
SECOND. OBJECT OF THE CONTRACT
2.1. The purpose of this contract is the assignment by CÁDIZ CF to NOMADAR of the commercial exploitation of the Venue, which entails the necessary temporary, non-exclusive transfer of the rights to exploit the spaces of the Nuevo Mirandilla Stadium by CADIZ CF to NOMADAR, as well as the organization and management by NOMADAR of musical events, cultural, commercial and of any other nature that the parties agree upon. The operation will include both events held in the field of play and in the auxiliary areas of the Stadium, including, but not limited to, VIP areas, lounges, terraces and outdoors.
2.2. The organization of the different Events will also include the management of promotional activities, fairs, exhibitions and any other event of commercial interest that allows for the comprehensive exploitation of the space.
2.3. NOMADAR will have the right to commercially exploit the Events it organizes, including the sale of tickets, hiring sponsors, licenses to exploit the image and brand of the Event (in accordance with the limits established in this contract), catering services or temporary concessions of use for third parties, always under the principle of full responsibility towards the CLUB and third parties and must respect the sponsorship and advertising contracts that the CLUB maintains in force.
2.4. The object of this contract will be understood to include the integral execution of each Event, which involves logistical planning, obtaining permits, hiring suppliers and personnel, technical adaptation of the space, promotion of the event, execution of the same, and subsequent dismantling and cleaning, without prejudice to the specific obligations developed in subsequent clauses,
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2.5. However, the assignment for the operation of Events and the subsequent assignment of the exploitation rights, CADIZ CF, or third parties authorized by it, may request the organization of events like the Events at the VENUE during the term of the contract, provided that sufficient notice is given to the ASSIGNEE for each specific case and an agreement is reached between parties for the use of the space, consent that may not be refused if it does not interfere materially and temporarily with the Events programmed by the TRANSFEREE.
2.6. The Parties assume, within the framework of this Contract, the commitments contained in the following clauses, undertaking to provide all the human, technical and material resources necessary to achieve the purpose of this Contract.
THIRD. DURATION OF THE CONTRACT
The duration of this contract will be ten (10) calendar years, counted from the date of its signing, and will remain in force until the full fulfillment of all the obligations assumed by the parties, unless early termination is provided in this document.
Once this period has expired, the contract may be extended for additional periods, after negotiation and express written agreement between the parties, formalized as a contractual addendum. Any intention to extend must be notified at least six (6) months in advance of the initial expiration date.
During its validity, the contract will be understood to be fully enforceable and binding, regardless of the number of events held, it being understood that the effective use of space is not a resolutory or suspensive condition of the commitments assumed, unless expressly agreed otherwise.
In the event of early termination due to default or any other foreseen cause, outstanding obligations arising from scheduled events, ongoing payments or contractual liabilities will continue to be enforceable in accordance with the law.
FOURTH. NOMAD’S OBLIGATIONS
NOMADAR undertakes to assume full operational, administrative, technical and economic responsibility for the events that take place within the framework of this contract. To this end, it is obliged to:
4.1. Comprehensive event management:
NOMADAR undertakes to design, organize and execute the events in the spaces provided by the CLUB, always guaranteeing their economic, legal and technical viability.
| ● | Design and planning: Develop a detailed plan for the event that includes schedule, necessary resources, staff assignment, technical needs, and contingency plan. |
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| ● | Organization: Coordinate and hire, when appropriate, the external services necessary for the development of the event, such as suppliers of technical equipment, catering, additional security or support personnel. | |
| ● | Execution: Ensure the correct implementation of the event as planned, guaranteeing quality experience for attendees and complying with the standards established by the CLUB. | |
| ● | Post-event evaluation: Carry out a final analysis on the results and aspects of improvement of each event. |
4.2. Compliance:
NOMADAR will guarantee that all events comply with the applicable current regulations, including:
| ● | Safety and Risk Prevention: Compliance with facility safety laws, including evacuation and fire protection. | |
| ● | Environment: taking measures to minimize environmental impact, such as proper waste management and noise emission control. | |
| ● | Copyright and intellectual property: Management and payment of licenses or rights necessary for the use of musical works, audiovisuals or any protected content. | |
| ● | Capacity and access control: respect the established capacity limits, implementing appropriate access control systems. | |
| ● | Noise and timetable standards: compliance with the acoustic limits and schedules stipulated by municipal ordinances or specific regulations. | |
| ● | Processing permits: be responsible for obtaining all necessary permits and licenses from the competent authorities, presenting a copy to the CLUB when required. |
4.3. Maintenance:
NOMADAR must ensure the good condition of the Stadium facilities during the celebration of the events.
| ● | Liability for damage: in the event of damage or defects attributable to the management of NOMADAR, it will fully assume the costs of repair or replacement. | |
| ● | Delivery of the spaces: at the end of each event, NOMADAR undertakes to deliver the spaces used in the same condition as they were prior to each Event. | |
| ● | Cleaning and collection: NOMADAR will assume responsibility for cleaning, waste collection and proper disposal, ensuring that the spaces are completely clear. |
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4.4. Civil liability insurance:
NOMADAR undertakes to take out and maintain in force a civil liability insurance that:
| ● | Cover personal and material damage that may occur during the celebration of the | |
| ● | It has a sufficient coverage limit to cover any eventuality arising from the event. | |
| ● | Provide the CLUB, sufficiently in advance, with the certificate of insurance coverage and the information relating to the conditions of the policy. |
4.5. Promotion and communication:
NOMADAR will design and execute communication and marketing strategies for the promotion of events, always respecting:
| ● | The terms and conditions established for the use of the image, name and brand of the CLUB, as agreed in the corresponding clause. | |
| ● | The obligation to preserve the prestige and reputation of the CLUB, avoiding any communication that may be inappropriate, misleading or harmful. | |
| ● | Prior submission of any promotional material that includes references to the CLUB, submitting it for approval in writing. |
4.6. Periodic Reports:
NOMADAR undertakes to deliver periodic reports to the CLUB that include:
| ● | Planning phase: Status of the progress of the design and organization of the | |
| ● | Development of the event: Report on compliance with the schedule, incidents and measures adopted. | |
| ● | Results: A detailed |
Attendance: Number of attendees, demographic profiles, and other relevant metrics.
Financial aspects: Revenues, costs and net profits obtained.
Logistical evaluation: Any operational incidents and suggestions for improvement.
| ● | The reports must be delivered within established deadlines and in a clear and detailed format, allowing the CLUB to adequately monitor compliance with contractual obligations. |
FIFTH. OBLIGATIONS OF THE CLUB
The CLUB assumes the following obligations:
5.1 Assignment of spaces:
The CLUB undertakes to make available to NOMADAR the necessary spaces in the Stadium for the holding of the events. The spaces must be in optimal conditions of use, guaranteeing that they comply with the safety, accessibility and hygiene standards necessary for the correct development of the activities.
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| ● | The assignment will be made in accordance with the schedule previously agreed between the parties, which will be formalized in writing and may be modified only by mutual agreement and in writing. | |
| ● | The CLUB will guarantee the availability of the spaces on the stipulated dates and times, except in cases of force majeure duly justified and communicated in advance. | |
| ● | The CLUB must carry out, if necessary, a prior inspection together with NOMADAR to certify that the spaces comply with the agreed specifications. |
5.2 Cooperation:
The CLUB will provide the necessary internal permits and authorizations for the celebration of the events organized by NOMADAR.
| ● | If required, the CLUB will act as an intermediary with third parties, such as public administrations, external service providers or regulatory entities, to expedite the obtaining of the necessary permits or licenses for the realization of the event. | |
| ● | The CLUB will collaborate in good faith in the resolution of possible contingencies that may arise in the administrative or logistical management of events. |
5.3 Image Usage:
The CLUB authorizes NOMADAR to use its image, name, brand and/or logos, exclusively for purposes related to the promotion, advertising and dissemination of events organized in collaboration with the CLUB.
| ● | The use of the image of the CLUB must be previously approved in writing, detailing the scope, means and duration of use. | |
| ● | In no case may the image of the CLUB be used for purposes not agreed upon or that may damage the reputation and image of the CLUB. | |
| ● | Any graphic, audiovisual or communication material that incorporates the image of the CLUB must be submitted to review and approval before publication or dissemination. |
5.4 Access to resources:
The CLUB will provide NOMADAR with access to the essential resources and services of the Stadium necessary for the development of the events, under the economic, technical and logistical conditions agreed between the parties. Resources include, but are not limited to:
| ● | Electricity: sufficient electricity supply to cover the technical and operational needs of the event. | |
| ● | Drinking water: access to water points for operational or emergency needs. | |
| ● | Internal security: security and access control services within the Stadium, in accordance with the protocols established by the CLUB. |
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| ● | Internet connection: access to a stable and high-capacity internet network if necessary for the development of the event. | |
| ● | Any additional resources required by NOMADAR must be requested in advance and may involve additional costs that will be previously negotiated. |
5.5 Operational Support:
The CLUB will appoint a liaison team composed of qualified individuals who will act as coordinators between the CLUB and NOMADAR during the following phases:
| ● | Pre-event planning: providing information, documentation and access to resources. | |
| ● | Event execution: ensuring fluid communication and resolving incidents that may arise in real time. | |
| ● | Post-event: coordinating dismantling, cleaning, inspections and closure of facilities, ensuring that the use of the Stadium is restored to its original state. | |
| ● | This team will act with due diligence and ensure a timely response to NOMADAR’s needs. |
SIXTH. ASSIGNEE’S REPRESENTATIONS AND WARRANTIES
6.1 THE ASSIGNEE expressly and irrevocably declares and guarantees to CADIZ CLUB DE FÚTBOL the following:
i. That he/she knows and accepts, without reservation of any kind, the characteristics (physical and technical), as well as the current state of use and conservation of the Stadium, expressly accepting them, and stating that it has his/her approval to use it for the purposes object of this Contract and undertakes to use and preserve it in perfect condition of use and conservation.
ii. That it will be solely and exclusively responsible for every one of the activities, actions and/or inherent actions, either directly and/or indirectly, within the framework of the effective and total assembly, installation, promotion, promotion, marketing, advertising, production, celebration, dismantling and/or uninstallation of the Event to be held at the Stadium. Consequently, it will be responsible for the actions carried out by any third party subcontracted by the ASSIGNEE for the final provision of any service within the framework of the actions.
iii. That it will be solely and exclusively responsible for any sanction and/or compensation for damages that may eventually arise or may be caused, either directly and/or indirectly, by the effective and total assembly, installation, promotion, promotion, promotion, marketing, advertising, production, celebration, dismantling and/or uninstallation of the Event.
iv. That it has all the material, human, technical and economic resources for the purposes of ensuring the effective programming, organization, assembly, installation, promotion, promotion, promotion, marketing, advertising, production, celebration, dismantling and uninstallation of the Event during the entire period of validity of this Contract, being able to dispose of these means both directly and indirectly, through its subsidiary or the entities that make up its operational structure.
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v. That it will be solely and exclusively responsible to CADIZ CLUB DE FUTBOL, as well as to any third party, for all accidents that may eventually be suffered by the personnel who carry out the actions aimed at the assembly, installation, celebration, dismantling and uninstallation of the Event, the volunteer staff of the Event and the public attending each of them, as well as any damage and/or harm that all of them may cause to people or things due to or due to the assembly, installation, celebration, disassembly and uninstallation of the Event.
6.2 The CLUB shall have the right to verify, at any time, the veracity and the correct, complete and effective compliance with the representations and warranties, as well as the obligations contained in this Agreement.
6.3 Based on the representations and guarantees contained in this clause, THE ASSIGNEE undertakes and undertakes to indemnify and compensate CADIZ CLUB DE FUTBOL for any damages, including claims by third parties, and/or fines and/or administrative and/or criminal sanctions, which, where appropriate, may arise for CADIZ CLUB DE FUTBOL, due to the non-compliance, falsehood and/or inaccuracy of the representations and guarantees contained therein.
SEVENTH. ECONOMIC CONDITIONS
NOMADAR undertakes to assume in full all those expenses incurred by the CLUB that are necessary and duly justified to guarantee the correct exploitation of the space subject to this contract.
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.
Likewise, any expense derived from legal, technical or administrative requirements that CÁDIZ C.F. must face due to the activity that is the subject of this agreement will also be fully reimbursed by NOMADAR, upon presentation of the appropriate supporting documents. To clarify doubts, this includes 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 and/or execution of this contract.
The CLUB will issue invoices or refund requests, which must be paid by NOMADAR within a period of no more than thirty (30) calendar days from their receipt, unless there is a reasonable cause for discrepancy.
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OCTAVE. FORCE MAJEURE
If, due to any fortuitous event or force majeure, understood as those that are either not foreseeable or that being foreseeable cannot be avoided, one or more of the events that constitute the purpose of this contract cannot be held, the contract will be automatically terminated with respect to the event or events that could not have been carried out for such reason. Force majeure shall be understood to include the cases of strikes by suppliers, transport and services, failures in transport systems, failures in communication systems and/or computer networks except those owned by NOMADAR, natural disasters, floods, storms, and disturbances.
In the event of the occurrence of the cases described herein, CADIZ CF will deliver to NOMADAR all the amounts received, without prejudice claiming the costs already incurred.
NOVENA. LIABILITY INSURANCE POLICIES
9.1. THE ASSIGNEE undertakes and obliges, expressly and irrevocably, to contract, formalize and keep fully in force during the respective periods of assembly, installation, celebration, dismantling and uninstallation of the Event, before insurance companies of recognized international solvency, the corresponding policies necessary for the purpose of guaranteeing, by means of sufficient amounts, all the associated risks, either directly and/or indirectly, to the aforementioned actions, actions and/or activities of assembly, installation, celebration, dismantling and uninstallation of the Event. The aforementioned civil liability policies must cover both those risks inherent to the Venue itself and regardless of whether they are of a structural nature or not, and the integral elements and contents in the interior space of the same, as well as the personnel and/or collaborators of the TRANSFEREE linked to the tasks of execution and development of this Contract and the public attending the Event organized by said entity in the same Stadium.
9.2. The scope of the coverage and purpose of the corresponding civil liability policies relating to the Event will require the express written approval of CADIZ CLUB DE FUTBOL. For this purpose, THE ASSIGNEE will provide a copy of it together with the corresponding Event Project. Subsequently, and at the express request of CADIZ CLUB DE FUTBOL, the assignee must provide CADIZ CLUB DE FÚTBOL with all the documentation that may be necessary for the purpose of proving compliance with the conditions of the mandatory civil liability policies, their validity, payment of premiums and their sufficiency.
TENTH. TERMINATION OF THE CONTRACT
Without prejudice to the legally established causes for termination of the contract, this Agreement may be terminated as follows:
10.1. Either Party may terminate this Agreement if the other Party seriously breaches any of its obligations under this Agreement and such breach is not remedied within fifteen (15) calendar days following the date on which the Complying Party has reliably required the defaulting Party to comply with it. all without prejudice to the application of compensation for damages that may be appropriate for this purpose.
10.2. CADIZ CF may terminate this Contract, at any time, by sending the ASSIGNEE, with a notice of fifteen calendar days, of the corresponding notification to that effect, in the event that NOMADAR itself fails to comply with the legislation in force at any time, as well as in cases in which, with its actions or any facts related to the activity of NOMADAR, may damage the image, name and/or reputation of CADIZ CF, all without prejudice to the application of the compensation for damages that may be appropriate for this purpose.
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When the date of termination or termination of the Contract arrives, early or not and for any reason, if any of the Parties has any obligation pending compliance, even after the Contract has ended, they will be obliged to: its strict compliance without this implying, in any case and under any circumstances, an extension of the Contract.
10.3. Upon termination or termination of this Agreement and within a period not exceeding seven (7) business days from such date, the parties shall, each at its sole expense, expense and responsibility:
| ● | Deliver all documentation and information in connection with the execution of this Agreement, computer system files and backup copies of information and/or documentation directly or indirectly related to NOMADAR. | |
| ● | Cease to exercise the rights and commitments conferred under this Agreement. |
ELEVENTH. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
11.1. CADIZ CF states that trademarks and other distinctive signs are duly protected, in accordance with the Industrial and Intellectual Property regulations in force in Spain and throughout Europe. The rights of use of trademarks, distinctive signs and industrial and intellectual property rights may never be considered a license to use them by NOMADAR, and such use must be limited to the terms of this agreement, solely and exclusively for the duration of the same, so that, at the end of the validity of this agreement, NOMADAR, in a total and absolute manner, will cease the right to use the aforementioned trademarks and rights.
11.2. All the rights inherent to the image and/or trademark of CADIZ CF that may be assigned by virtue of this agreement, as well as their possible economic exploitation, belong exclusively to CADIZ CF, and may not be understood to be transferred in any case to NOMADAR.
TWELFTH. CONFIDENTIALITY AND PERSONAL DATA
As it is necessary, for the provision of the services described in this agreement, the processing of personal data and in compliance with the provisions of Organic Law 3/2018, on the Protection of Personal Data and guarantee of digital rights, of 5 December 2018 (LOPDGDD) and EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in with regard to the processing of personal data and the free movement of these data and repealing Directive 95/46/EC (GDPR), a specific contract will be entered into in the field of Data Protection where the relationship between CADIZ CF as Data Controller, and NOMADAR, CORP., as Data Processor, will be formalized.
Likewise, in accordance with the regulations, the legal representatives of the signatory parties accept the processing of the personal data collected in this agreement for the purposes related to the services described therein and their administrative accounting management. The lawfulness of this processing has the legal basis set out in Article 6, 1 b) of the GDPR as the processing is necessary for the performance of a contract to which the data subject is a party.
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Personal data will be kept for the duration of the contractual relationship. Once this relationship has ended, your data may continue to be kept complying with any applicable legal obligation and to deal with any claims until the maximum limitation period for the actions that may arise from this relationship. After the limitation periods have elapsed, the personal data will be deleted.
The interested parties may exercise their rights of access, rectification, deletion and opposition, limitation of processing, data portability and not to be subject to automated individualized decisions (including profiling), by sending a signed request by post with the subject “Data Protection”, to the addresses indicated in the header and to CADIZ CF also to dpd@cadizcf.es , where you can also contact your Data Protection Officer.
If the parties consider that their rights have been violated, they may exercise the right to file a complaint with the Spanish Data Protection Agency (www.aepd.es).
THIRTEENTH. CORPORATE IDENTITY
All elements and supports of the logo of CÁDIZ CF and/or of the sponsors that NOMADAR must use, will be made with the prior approval of CÁDIZ CF. The same will happen in the use of the name and/or colors of Cádiz CF and the different brands owned by the Club.
FOURTEENTH. CESSION
The Parties may not assign their position in this Agreement, nor the rights or obligations arising therefrom in their favor or at their expense, without the written consent of the other Party.
FIFTEENTH. MODIFICATIONS
Any circumstance, condition or provision related to the subject matter of this Agreement that has not been expressly provided for herein, as well as any modification, extension or adaptation that may be necessary during the execution of the same, must be expressly agreed in writing by NOMADAR and CADIZ CF.
To be valid, any additional agreement or contractual modification must be formalized by means of a written document signed by both Parties and attached as an annex to this Agreement, thus forming an integral and binding part of it.
SIXTEENTH. NOTIFICATIONS
All notices, requirements, requests and other communications to be made by the Parties in relation to this Agreement shall be in writing and shall be deemed to have been duly made when they have been sent by e-mail to the following addresses:
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| ● | On behalf of NOMADAR: Javier.moreno@nomadar.com and everything related to administration, organization and management. | |
| ● | On behalf of CADIZ CF: daragon@cadizcf.es , bgonzalez@cadizcf.es for everything organization and management; and administracion@cadizcf.es for everything related to administration. |
SEVENTEENTH. CRIMINAL LIABILITY OF LEGAL PERSONS
The Parties declare that they have sufficient measures in their respective internal organizations to control, prevent and stop the commission of any type of conduct that could be considered a criminal offense, committed by means or under the cover of the legal entity itself and/or through any natural person who is a member or dependent of them.
For the purposes of the foregoing paragraph, NOMADAR and THE ASSIGNEE declare that their actions within the scope of this contract will be always governed by the principles of contractual good faith and suitably subject to Law, so that at no time will they participate or collaborate in the commission of any conduct that could be criminalized in the legal system.
EIGHTEENTH. EXPENSES AND TAXES
All public listing expenses and, where applicable, indirect taxes derived from the execution of this Contract will be borne by the Parties according to Law.
NINETEENTH. JURISDICTION AND APPLICABLE LEGISLATION
This contract will be governed by Spanish law. The parties agree to submit any dispute arising out of this agreement to the jurisdiction of the courts and tribunals of [city].
And as proof of conformity, they sign this contract in duplicate and for a single purpose, at the place and date indicated.
| For Cádiz Club de Fútbol, S.A.D. | |
| /s Mr. Rafael Jesús Contreras | |
| Chamorro | |
| By NOMADAR CORP | |
| /s/ Mr. Joaquin Martin Perles |
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Exhibit 10.11
ASSIGNMENT AGREEMENT
between
CÁDIZ CLUB DE FÚTBOL, S.A.D.
as Assignor
and
NOMADAR CORP.
as Assignee
and
sport city cádiz, s.l.
as Borrower
June 12, 2025
TABLE OF CONTENTS
| 1. | DEFINITIONS AND INTERPRETATIONS | 2 |
| 1.1. | Definitions | 2 |
| 1.2. | Interpretation | 2 |
| 2. | ASSIGNMENT | 2 |
| 2.1. | Assignment of the Loan Agreement | 2 |
| 2.2. | Price for the Assignment | 3 |
| 2.3. | Distribution of amounts | 5 |
| 3. | ASSIGNMENT NOTICE | 5 |
| 4. | NOTICES | 6 |
| 5. | CONFIDENTIALITY | 6 |
| 6. | VAT EXEMPTION | 6 |
| 7. | SEVERABILITY | 6 |
| 8. | EXPENSES | 6 |
| 9. | GOVERNING LAW | 6 |
| 10. | JURISDICTION | 6 |
ASSIGNMENT AGREEMENT
In Cádiz, on June 12, 2025.
On one hand,
| (A) | CÁDIZ CLUB DE FÚTBOL, S.A.D. (the “Assignor”) |
On the other hand,
| (B) | NOMADAR CORP. (the “Assignee”) |
And, on the other hand,
| (C) | sport city cádiz, s.l. (the “Borrower”) |
Hereinafter, all the entities referred to above shall be jointly referred to as the “Parties”.
The persons acting for and on behalf of each of the Parties, whose powers of attorney they hereby declare to be sufficient and in force, are those identified and undersigned at the end of this Agreement.
RECITALS
| I. | Whereas, on 5 December 2024, by virtue of an assignment agreement, CÁDIZ CLUB DE FÚTBOL, S.A.D. assumed the creditor’s position (the “Original Assignment”) in a facility agreement dated 24 February 2022 (the “Original Loan Agreement”) by virtue of which a facility for an amount of €6,800,000 and having a maturity date of 23 February 2027 was granted in favour of the Borrower. |
Hereinafter, the Original Loan Agreement and the Original Assignment will be jointly referred to as the “Loan Agreement”.
| II. | Whereas, the Assignor is interested in assigning, and the Assignee is interested in acquiring from the Assignor (the “Assignment”), the amounts of the Loan Agreement including all ancillary rights and obligations under such agreement (the “Credit Rights”). |
| III. | Now, therefore, the Parties agree to enter into this assignment agreement (the “Agreement”) subject to the following: |
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CLAUSES
| 1. | DEFINITIONS AND INTERPRETATIONS |
| 1.1. | Definitions |
| 1.1.1. | Unless otherwise expressly stated in this Agreement, the terms and definitions in capital letters shall have the meaning ascribed to them in the Loan Agreement. |
| 1.1.2. | Notwithstanding the above, in this Agreement, the terms expressly defined in the Recitals shall have the meaning given to them in such section and the terms below shall have the meaning contemplated in each case: |
“Assignment”: means the assignment contemplated in Recital III and formalized under Clause 2.
“Credit Rights”: has the meaning contemplated in Recital III.
“Effectiveness Date”: means the date hereof.
“Price”: means the price for the Assignment, set forth in Clause 2.2.
| 1.2. | Interpretation |
Unless otherwise expressly stated, all references made to clauses, paragraphs and schedules shall be understood to be made to Clauses, Paragraphs and Schedules under this Agreement.
| 2. | ASSIGNMENT |
| 2.1. | Assignment of the Loan Agreement |
| 2.1.1. | With effect as from the Effectiveness Date, the Assignor absolutely, unconditionally and irrevocably assigns and transfers the amounts of the Loan Agreement including all Credit Rights to the Assignee. |
The Assignee acquires these amounts of the Loan Agreement including all Credit Rights fully, unconditionally and irrevocably until maturity.
| 2.1.2. | The Parties acknowledge that this Assignment is made in accordance with: |
| (i) | the requirements for the assignment established in Clause DECIMOCUARTA of the Original Loan Agreement; and |
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| (ii) | the provisions set forth in Articles 347 and 348 of the Spanish Commercial Code and Articles 1526 and subsequent of the Spanish Civil Code. |
| 2.1.3. | The Assignment implies the subrogation of the Assignee in the creditor position assigned by the Assignor in the Loan Agreement, together with the Credit Rights and obligations. Therefore, as from the Effectiveness Date, the Assignee becomes a party to the Loan Agreement, as lender of the Loan Agreement. |
| 2.1.4. | For the purposes of this Agreement, the Assignor shall be responsible for the legitimacy and existence of the assigned Credit Rights. |
| 2.1.5. | As from the Effectiveness Date, the Assignor shall not be liable for the solvency of the Borrower nor the fulfilment by the Borrower of its obligations under the Loan Agreement. Likewise, as from the Effectiveness Date, the Assignor shall not be affected by any losses that the Assignee may incur as a result of the Borrower failing to comply with its payment obligations under the Loan Agreement. |
| 2.2. | Price for the Assignment |
| 2.2.1. | The Price for the Assignment is $8,500,000.00 for both the principal amount and the interest accrued (the “Price”). |
| 2.2.2. | The Assignee shall pay the Price to the Assignor as follows: |
| (i) | $7,500,000.00 of the Price through the issuance by the Assignee of shares (the “Shares”) of the Assignees’ common stock, par value $0.000001 per share (the “Common Stock”) at the Per Share Conversion Price, for an aggregate of 750,000 shares of Common Stock, that shall be subscribed by the Assignor, in full payment of the Price. |
As used in this Agreement, “Per Share Conversion Price” equals $10.00.
| (ii) | $1,000,000.00 of the Price shall be paid by the Assignee to the Assignor within 24 months after the Effectiveness Date, by means of wire transfer to the bank account designated by the Assignor and communicated to the Assignee in writing. |
| 2.2.3. | Issuance of Shares. The Shares are being issued pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. |
| (i) | Assignor acknowledges and agrees that the Shares are characterized as “restricted securities” under the Securities Act, and the rules and regulations promulgated thereunder, and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Assignor acknowledges and agrees that (i) the Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the Shares have not yet been registered under the Securities Act, and (ii) such Shares may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Assignee so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction. |
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| (ii) | Assignor acknowledges and agrees that (i) the registrar or transfer agent for the Shares will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Assignee that the restrictions on transfer under the Securities Act have been complied with and (ii) any Shares will bear a restrictive legend. |
| (iii) | Assignor acknowledges and agrees that: (a) the Shares have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Assignor is acquiring the Shares solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Assignor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the Shares; (d) Assignor has had the opportunity to obtain from the Assignee such information as desired in order to evaluate the merits and the risks inherent in holding the Shares; (e) Assignor is able to bear the economic risk and lack of liquidity inherent in holding the Shares; (f) Assignor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Assignor either has a pre-existing personal or business relationship with the Assignee or its officers, directors or controlling persons, or by reason of Assignor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Assignee, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Shares. |
| (iv) | The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than pursuant to an effective registration statement with a current prospectus, or to the Assignee, the Assignee may require the transferor thereof to provide to the Assignee an opinion of counsel at the expense of the transferor, selected by the transferor and reasonably acceptable to the Assignee, the form and substance of which opinion shall be reasonably satisfactory to the Assignee, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. |
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| (v) | The Assignor agrees, so long as is required by this Section 2, book entry notations evidencing the Shares shall bear a restrictive legend, substantially in the following form. |
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE DISTRIBUTED OR TRANSFERRED EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS NOMADAR CORP. AND DEPOSITARY HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EACH OF THEM THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE ACT.
| 2.3. | Distribution of amounts |
| 2.3.1. | Any payment of principal, interest, fees, default interest and any other facility liabilities attached to the amount of the Loan Agreement accrued prior to the Effectiveness Date shall correspond to the Assignor. |
| 2.3.2. | On the other hand, any payment of principal, interest, fees, default interest and any other facility liabilities attached to the amount of the Loan Agreement which will accrue on or and after the Effectiveness Date shall correspond to the Assignee. |
| 2.3.3. | If for any reason the Assignor or the Assignee (as the case may be) receives any amount which, in accordance with the provisions of the preceding paragraphs, do not correspond to it, it shall make them available to the Assignor or Assignee with the same value date. |
| 3. | ASSIGNMENT NOTICE |
For the appropriate purposes and, in particular, in connection with Clause DECIMOCUARTA of the Original Loan Agreement, the Borrower expressly consents the Assignment and acknowledges the Assignment.
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| 4. | NOTICES |
The Parties shall give all notices and make all communications between them relating to this Agreement in writing, by courier with acknowledgement of receipt or by email.
| 5. | CONFIDENTIALITY |
Each Party agrees to keep all the information included in this Agreement, (in particular, but not limited to, the Price) confidential and not to disclose it to anyone (except where the disclosure of this information is requested by a relevant authority or to any director, officer, employee, consultant or professional advisers of a Party on a strictly need to know basis) and to ensure such information is protected with security measures and a degree of care that would apply to its own confidential information.
| 6. | VAT EXEMPTION |
The Parties state that this assignment transaction is strictly financial in nature and, although it is considered subject to VAT, it is exempt from the aforementioned tax and, thus, because it is subject to VAT it is not subject to Transfer Tax.
| 7. | SEVERABILITY |
The invalidity, nullity or voidability of any clause of this Agreement will not affect or undermine the enforceability of its remaining clauses. Similarly, the Parties intend to replace any invalid, null or voidable term or Clause with another valid and enforceable one under terms that are as close as possible to those contained in the invalid, null or voidable clause.
| 8. | EXPENSES |
Any costs and expenses derived from this Agreement, including notarial fees, and fees incurred by the legal advisors of the Parties, shall be borne by the Assignee.
| 9. | GOVERNING LAW |
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by Spanish law (Derecho Común).
| 10. | JURISDICTION |
The courts of the city of Madrid have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement), and all parties hereto hereby submit to the jurisdiction of said courts, waiving their right to any other jurisdiction to which they may be entitled either by reason of their current or future domiciles or otherwise.
| 11. | BOARD APPROVAL |
This Agreement, and the issuance of securities hereunder, shall have been unanimously approved by the Board of Directors of the Assignee.
[Signature pages follow]
| 6 |
[Signature page to the Assignment Agreement]
| CÁDIZ CLUB DE FÚTBOL, S.A.D. |
[Signature page to the Assignment Agreement]
| /s/ Carlos Lacave | |
NOMADAR CORP. |
|
| CARLOS LACAVE | |
| CFO |
[Signature page to the Assignment Agreement]
/s/ Manuel Ignacio Diaz Charlo |
|
sport city cádiz, s.l. |
|
| MANUEL IGNACIO DIAZ CHARLO | |
| CEO |
Exhibit 10.12
CONTRATO DE PRÉSTAMO PARTICIPATIVO
ENTRE LAS ENTIDADES
GADES SPORTS TECHNOLOGY INDUSTRY, FCRE
E
INDANSPO, S.L.
En El Puerto de Santa Maria, a 24 de febrero de 2022
ÍNDICE
PRIMERA. - OBJETO
SEGUNDA. - PLAZO DEL PRÉSTAMO Y AMORTIZACIÓN DEL CAPITAL
TERCERA. - OBLIGACIONES Y DERECHOS DE LA PRESTAMISTA
CUARTA. - OBLIGACIONES A CARGO DE LA PRESTATARIA
QUINTA. - REPORTING
SEXTA. - INTERÉS APLICABLE
SEPTIMA. - VENCIMIENTO ANTICIPADO
OCTAVA. - INCUMPLIMIENTO. INTERESES DE DEMORA
NOVENA. - ELEVACIÓN A PÚBLICO
DECIMA. - NOTIFICACIONES Y COMUNICACIONES
UNDECIMA. - INDEPENDENCIA ENTRE LAS PARTES
DECIMOSEGUNDA. - CONFIDENCIALIDAD
DECIMOTERCERA. - INTEGRIDAD DEL CONTRATO
DECIMOCUARTA. - CESIÓN DEL CONTRATO
DECIMOQUINTA. - LEGISLACIÓN APLICABLE Y JURISDICCIÓN COMPETENTE
DECIMOSEXTA. - CONSIDERACIONES FINALES
CONTRATO DE PRÉSTAMO PARTICIPATIVO ENTRE LAS SOCIEDADES
GADES SPORTS TECHNOLOGY INDUSTRY, FCRE. E INDANSPO, S.L.
En El Puerto de Santa Maria (Cádiz), a 24 de febrero de 2022
REUNIDOS
De una parte, Doña Cristina Romero Morenilla, mayor de edad, provisto/a de DNI/NIF número 32.860.683-P y con domicilio a estos efectos sito en El Puerto de Santa Maria (Cádiz), calle Los Moros, 32
De otra parte, Don Manuel Ignacio Díaz Charlo, mayor de edad, provisto/a de DNI/NIF número 34.048.010-Y y con domicilio a estos efectos sito en Cádiz, Edificio Marqués de Coprani, Calle San Bartolomé, 7.
INTERVIENEN
Dª Cristina Romero Morenilla, en nombre y representación de GADES SPORTS TECHNOLOGY INDUSTRY, FCRE (en adelante “GADES SPORTS” o “La Prestamista”), con C.I.F. V-09654831 y sede en El Puerto de Santa Maria (Cádiz), Calle Los Moros, 32, que fue constituida mediante documento privado de fecha 20 de enero de 2022 por un plazo inicial de diez años desde el primer cierre e inscrito en la Comisión Nacional del Mercado de Valores el 18 de febrero de 2022 con el número de registro 55. Interviene en calidad de Consejera Delegada de Mar Océana Venture Capital Investments, S.A. SGEIC, como sociedad administradora del Fondo Gades Sports Technology Industry FCRE.
D. Manuel Ignacio Díaz Charlo, en nombre y representación de INDANSPO, S.L. (en adelante “INDANSPO” o “La Prestataria”), con C.I.F. B-67967661 y sede en Cádiz, Edificio Marqués de Coprani, Calle San Bartolomé, 7, que fue constituida mediante Escritura otorgada en San Fernando, el dia 3 de enero de 2022 ante el Notario Don Ignacio-José Padial Gómez Torrente, con el número 5 de orden de su protocolo. Interviene en calidad de administrador único de INDANSPO, mediante Escritura otorgada ante el Notario de El Puerto de Santa Maria, D. Antonio Manuel Torres Dominguez, el dia 24 de febrero de 2022, con el número de su protocolo 350.
Ambas Partes (conjuntamente “las Partes”) se declaran, en el concepto en que respectivamente intervienen, con la capacidad legal necesaria para el otorgamiento del presente documento, y a tal efecto
EXPONEN
| I. | Que la Prestataria está interesada en contratar un Préstamo Participativo con la empresa Prestamista, para destinarlo a la realización de una serie de inversiones dentro del marco de las actividades propias de su objeto social. |
| II. | Que la Prestamista está interesada en conceder a la Prestataria un Préstamo Participativo, en las condiciones establecidas en el presente Contrato. |
| III. | Que la Prestataria ha dado a conocer la situación económico-financiera de su compañía, el contenido de sus estatutos sociales, la composición de sus órganos de administración y la identidad de sus socios a la empresa Prestamista, que declara su conformidad al respecto. |
| IV. | Que las Partes acuerdan libremente otorgar el presente CONTRATO DE PRÉSTAMO PARTICIPATIVO, que se regirá por los siguientes: |
CLÁUSULAS
PRIMERA.- OBJETO.
La empresa Prestamista concede a la Prestataria, quien acepta, un préstamo participativo por el importe total de SEIS MILLONES OCHOCIENTOS MIL EUROS (6.800.000,00€), de acuerdo con las características, condiciones y plazos que se estipulan en el presente Contrato.
El presente préstamo de carácter mercantil se regirá por los pactos particulares indicados en este contrato y por las disposiciones legales españolas aplicables al mismo, en particular por lo dispuesto en el artículo 20 del Real Decreto Ley 7/1996 de siete de junio y por la Disposición Adicional Segunda de la Ley 10/1996 de 18 de diciembre.
La empresa Prestataria hará uso del préstamo para desarrollar una inversión enfocada a la Industria Tecnológica del Deporte, así como en la gestión de aquellos activos que puedan aportar valor a esta industria, centrados especialmente en la posibilidad de la realización de eventos y celebraciones deportivas y de otro tipo, así como en el desarrollo tecnológico de la misma y del sector de la Salud; para ello, como primera actuación, se adquirirán los terrenos situados en el término municipal de Puerto Real correspondiente con la parcela del Plan Parcial 2A-1B, del Polígono EL TROCADERO, Unidades NUEVE Y DIEZ y cuya descripción registral es la siguiente:
Parcela que se corresponde con la finca registral número 9.083 del Registro de la Propiedad Nº2 de El Puerto de Santa María. La parcela incluye una pequeña finca de acceso a la planta, que es la finca registral número 24.694, de la que le corresponde el 63,73% del pleno dominio y el 36,27% a la Agencia de Innovación y Desarrollo de Andalucía (IDEA), no siendo objeto de transmisión este último porcentaje de propiedad.
SEGUNDA.- PLAZO DEL PRÉSTAMO Y AMORTIZACIÓN DEL CAPITAL.
El Préstamo objeto del presente Contrato se pacta por un período de cinco (5) años, que se inicia en el día de hoy y cuyo vencimiento coincide con el día 23 de febrero de 2027, fecha en la que el Prestatario deberá devolver el Principal del Préstamo, junto con los intereses que se hubieren devengado.
No obstante lo anterior, el presente Contrato podrá ser objeto de prórroga por períodos de 1 año cada uno de ellos, si las partes así lo decidieran de mutuo acuerdo en los días previos a la finalización del plazo mencionado.
TERCERA.- OBLIGACIONES Y DERECHOS DE LA PRESTAMISTA.
| 3.1. | OBLIGACIONES A CARGO DE LA PRESTAMISTA. |
| 3.1.1. | La Prestamista deberá entregar a la Prestataria, desde la fecha de firma del presente Contrato, la cantidad prestada mediante transferencia/s a la cuenta bancaria indicada por la prestataria del Banco Santander Nº: ES37 0049 0122 8529 1192 4694 |
| 3.1.2. | La Prestamista deberá cumplir con el resto de las obligaciones que se deriven del presente Contrato y sus Anexos, si los hubiere. |
| 3.2. | DERECHOS DE LA PRESTAMISTA. EVENTUAL CONVERSIÓN. CONTROL. |
Además de los derechos que le son reconocidos en caso de incumplimiento de la Prestataria y de los que ostenta en virtud de lo previsto en este Contrato y en la legislación que se aplique en cada caso, las Partes reconocen expresamente que será derecho de la Prestamista la facultad de optar en cualquier momento por la conversión del Préstamo en participaciones sociales/acciones de la empresa Prestataria, manteniendo su posición de control dentro de la misma. En su virtud, la Prestamista podrá optar, en lugar de por amortizarse el Préstamo en la fecha de vencimiento final del mismo, por convertir la cantidad objeto del Préstamo y los intereses devengados en capital social de la Prestataria (a través de una ampliación de capital por compensación de créditos por un importe igual al del mencionado principal más intereses), estando obligada la Prestataria a dicha conversión si la Prestamista hubiera efectivamente optado por la capitalización y así lo comunicase por escrito que deje constancia de su recepción a la Prestataria que deberá al efecto convocar una Junta General en un plazo no superior a quince (15) días desde la fecha de la correspondiente comunicación, incluyendo en el orden del día de la misma el correspondiente acuerdo de ampliación del capital social.
CUARTA.- OBLIGACIONES A CARGO DE LA PRESTATARIA
| 4.1. | La Prestataria deberá devolver a la Prestamista, en el tiempo y forma pactados en el presente Contrato, la cantidad prestada, además de los intereses devengados pendientes de pago. |
| 4.2. | La Prestataria deberá presentar a la Prestamista, no más tarde de tres (3) meses desde el cierre de cada ejercicio, las Cuentas Anuales una vez aprobadas por la Junta General y, en caso de que así lo solicite la Prestamista, y, si lo considera necesario debidamente auditada por un auditor aceptado por la misma, en este caso, los costes de auditoria serán por cuenta de la prestamista. |
| 4.3. | Actualmente la Prestamista, en ejercicio de sus derechos de socio, ha designado al administrador único de la Prestataria y designará al mismo nuevamente tras la caducidad de su cargo. Si la Prestataria decide, en su caso, cambiar el órgano de administración de la sociedad a un Consejo de Administración, la Prestamista se reserva el derecho a designar y nombrar a la mitad más uno de sus miembros. |
| 4.4. | La Prestataria deberá comunicar a la Prestamista, con carácter previo a su adopción, cualquier modificación de los estatutos sociales. |
| 4.5. | La Prestataria deberá informar inmediatamente a la Prestamista de cualquier circunstancia que pueda afectar al cumplimiento del presente contrato, de la producción de cualquier causa de vencimiento anticipado y de cualquier evento significativo para la cuenta de resultado de la Prestataria, tales como inversiones o gastos de capital extraordinarios o nuevo endeudamiento. |
| 4.6. | La Prestataria deberá abstenerse de pignorar o hipotecar ningún activo social, así como de afianzar u otorgar garantías de cualquier clase a tercero, sin consentimiento expreso y escrito previo de la Prestamista. |
| 4.7. | La Prestataria deberá hacerse cargo de todos los gastos bancarios, comisiones, tarifas y cualesquiera otros gastos generados por el préstamo, su devolución y sus intereses. |
| 4.8. | La Prestataria deberá informar a la empresa prestamista de cualquier indicio de no cumplimiento del presente contrato. |
QUINTA.- REPORTING
Con carácter general, se definirán una serie de informes que deberá reportar la prestataria, que podrán ajustarse en plazo y detalle segán sea necesario, sobre su actividad en las siguientes áreas:
| - | Control del cumplimiento del plan estratégico, para comprobar en qué grado se están alcanzando los objetivos propuestos, análisis de desviaciones, ejecución de estrategias marcadas y el plan de acción. |
| - | Control de las inversiones realizadas conforme a los planes financieros previstos. |
| - | Seguimiento del nivel de endeudamiento y control de riesgo. |
| - | Seguimiento del nivel de facturación. |
| - | Control de cobros y pagos. |
| - | Nivel de solvencia y capacidad de pago. |
SEXTA.- INTERÉS APLICABLE.
Los intereses que devenguen el Préstamo se compondrán de una parte fija (independiente de los resultados de la Prestataria) y, en su caso, de otra variable en función de los resultados de la Prestataria, segán se expone a continuación:
| 6.1. | El Préstamo no vencido devengará un interés variable que, por cada año, será equivalente al 1,5 POR CIENTO (1,5%) del EBITDA del áltimo ejercicio cerrado y aprobado. |
| 6.2. | Si en el momento de la liquidación aán no hubieran sido aprobadas por Junta General de la Prestataria las cuentas correspondientes al áltimo ejercicio a computar, cualquiera que sea la causa (incluido el vencimiento anticipado del préstamo), se tomará como EBITDA el correspondiente al ejercicio anterior. |
| 6.3. | Las Partes acuerdan igualmente que existirá un tres POR CIENTO (3%) anual de interés fijo sobre el capital pendiente de reembolso. |
| 6.4. | Los intereses se liquidarán en el momento del vencimiento del Préstamo, y deberán ser abonados de manera conjunta a la devolución de la cantidad prestada. No se liquidarán intereses en el caso de que se haya procedido a la capitalización del Préstamo conforme a la Cláusula 3.2 anterior. |
| 6.5. | Para el cálculo de intereses, se entenderá que cada año natural tiene 360 días. |
SÉPTIMA.- VENCIMIENTO ANTICIPADO.
7.1. Cualquier incumplimiento de las obligaciones de la Prestataria, así como la concurrencia de cualquiera de las causas descritas a continuación en el punto 7.2., determinará el vencimiento anticipado del Préstamo a instancias de la Prestamista.
A tal efecto, si se produce alguna de las causas de vencimiento anticipado, la Prestamista remitirá un requerimiento por escrito a la Prestataria para que, en el plazo de quince (15) días hábiles, subsane el incumplimiento o elimine la causa de vencimiento anticipado, si fuera posible.
Transcurrido dicho plazo sin haberse producido la subsanación o eliminación, la Prestamista podrá alternativamente:
| - | Optar por la conversión del Préstamo en participaciones sociales/acciones de la compañía Prestataria; o bien |
| - | Resolver el Contrato, extinguiendo el Préstamo, y la Prestataria, en el plazo de treinta (30) días desde que reciba la notificación de resolución, deberá restituir a la Prestamista el principal del Préstamo, los intereses vencidos y cualesquiera otros gastos generados por el incumplimiento, y todo lo anterior sin perjuicio del derecho que asiste a la Prestamista para reclamarle todos aquéllos daños y perjuicios que fueren ocasionados. |
| 7.2. | A los efectos del presente Contrato, podrán ser causas de vencimiento anticipado del mismo, además de cualquier incumplimiento de las obligaciones de la Prestataria, las siguientes: |
| ● | Si la Prestataria utilizara los fondos puestos a su disposición en virtud de lo previsto en este Contrato para un fin distinto del pactado en la Cláusula PRIMERA anterior. | |
| ● | Que la Prestataria cese en el ejercicio de sus actividades o deje de cumplir con sus obligaciones con terceros. | |
| ● | Que una autoridad judicial, administrativa o de cualquier otro orden, decrete embargo sobre bienes o derechos de la Prestataria. |
| ● | Que se solicite declaración judicial de quiebra, insolvencia, concurso de acreedores, suspensión de pagos o quita y espera, o situación concursal similar, por parte de la propia Prestataria, o que alguna de tales declaraciones fuera solicitada respecto a la Prestataria por cualquiera de sus acreedores. | |
| ● | La interposición contra la Prestataria de cualquier reclamación judicial por incumplimiento contractual, por responsabilidad extracontractual o en reclamación de cantidad. | |
| ● | El hecho de acordar la Prestataria su disolución o liquidación, o incurrir en alguna causa legal de disolución. | |
| ● | La pérdida de valor de los activos de la Prestataria, por cualquier causa (enajenación, siniestro, modificaciones de valor) que represente más de un treinta por ciento (30%) del valor de su activo inmovilizado conforme a las últimas cuentas anuales aprobadas. | |
| ● | Las modificaciones en la composición de los órganos de administración o del accionariado de la Prestataria que no sean aceptables para la Prestamista. |
OCTAVA.- INCUMPLIMIENTO. INTERESES DE DEMORA.
Si a la fecha estipulada de vencimiento del Préstamo, la Prestataria no hubiese liquidado al completo las obligaciones de pago asumidas, la entidad Prestataria deberá abonar a la empresa Prestamista un interés de demora de acuerdo con lo establecido en la Ley de Presupuestos del Estado, publicada anualmente.
NOVENA.- ELEVACIÓN A PÚBLICO
Cualquiera de las partes puede solicitar se eleve a público el presente documento, siendo en su caso, todos los gastos por cuenta exclusiva de la Parte Prestataria.
DÉCIMA.- NOTIFICACIONES Y COMUNICACIONES.
Las comunicaciones se realizarán por escrito mediante carta certificada o correo electrónico con acuse de recibo. Las notificaciones que se realicen mediante carta certificada, deberán dirigirse al domicilio de cada una de ellas, indicados en el presente Contrato.
Las comunicaciones efectuadas por cualquiera de los interlocutores que fueran formalmente designados por las Partes, tendrán fuerza vinculante entre las mismas siempre que éstas se realicen en la forma y términos pactados en el presente Contrato.
UNDÉCIMA.- INDEPENDENCIA ENTRE LAS PARTES.
El presente Contrato no otorga entre las partes relación adicional de ningún orden, con excepción de la relación mercantil regulada en el mismo.
DUODÉCIMA.- CONFIDENCIALIDAD.
Las Partes se comprometen a no divulgar, ni utilizar directa o indirectamente la información y conocimientos de carácter confidencial que se faciliten mutuamente y con motivo del presente Contrato por cualquier medio y soporte, y referidas a información de negocios, información financiera, listas de clientes, listas de proveedores, inversionistas, empleados, información de precios, ventas y productos y/o servicios, técnicas, modelos, procesos, programas, diseños y a cualquier otra información que las partes estimen que deberá tener el carácter confidencial, y a no revelarlas ni dejarlas a disposición de terceros sin haber obtenido la conformidad previa y por escrito de la otra parte.
Ambas Partes se obligan a no hacer uso de la Información Confidencial recibida de la otra Parte para ningún otro propósito o fin que no sean los estrictamente indicados en el presente Contrato.
Ambas Partes acuerdan tomar las precauciones y medidas necesarias respecto a su personal e incluso terceros que puedan tener acceso a los conocimientos e información a los que se refiere la presente clausula, a fin de garantizar la confidencialidad de los mismos, siendo responsable directo por todos los daños y perjuicios que se deriven del incumplimiento negligente, doloso o culposo de esta obligación.
Una vez extinguido el presente Contrato, la Parte Receptora de la información destruirá toda información que sobre la presente relación haya almacenado en cualquier tipo de soporte o haya reproducido por cualquier tipo de procedimiento.
Esta obligación será indefinida, manteniéndose su vigencia con posterioridad a la finalización, por cualquier causa, del presente Contrato.
DECIMOTERCERA.- INTEGRIDAD DEL CONTRATO.
Cada una de las estipulaciones del presente Contrato debe ser interpretada separada e independientemente de las demás. En el supuesto de que cualquiera de ellas pase a ser inválida, ilegal o inejecutable en virtud de alguna norma jurídica, o fuera declarada nula o ineficaz por cualquier autoridad competente, la nulidad o ineficacia de la misma no afectará las demás estipulaciones, que conservarán su plena validez y eficacia. Las Partes acuerdan sustituir la cláusula o cláusulas afectadas por otra u otras que tengan los efectos correspondientes a los fines perseguidos por las Partes en el presente contrato.
DECIMOCUARTA.- CESIÓN DEL CONTRATO.
Para la cesión de este contrato será necesario el consentimiento expreso y por escrito de ambas partes
DECIMOQUINTA.- LEGISLACIÓN APLICABLE Y JURISDICCIÓN COMPETENTE
El presente Contrato estará sujeto y se regirá, por acuerdo expreso de las partes, en todo lo no previsto en sus cláusulas, por la legislación española que le sea de aplicación.
Las Partes acuerdan someter expresamente las controversias y litigios que se deriven de la interpretación y/o ejecución del presente contrato, con renuncia expresa al fuero que pudiera corresponderles, a los Juzgados y Tribunales de la ciudad de Cádiz.
DECIMOSEXTA.- CONSIDERACIONES FINALES
Días Hábiles. Todos los días excepto los sábados, domingos y festivos en España.
Modificaciones. Ninguna modificación o enmienda del presente Contrato será válida a no ser que se realice por escrito y sea firmada por cada una de las Partes.
Y, EN PRUEBA DE CONFORMIDAD y garantía de su cumplimiento, las Partes firman el presente documento, junto con sus anexos que, si los hubiere, forman parte integrante del mismo a todos los efectos, por duplicado y a un solo efecto, en el lugar y fecha indicados ut supra.
| Firmado (La Prestamista): | Firmado (La Prestataria): | |
 |
||
| Cristina Romero Morenilla | Manuel Ignacio Díaz Charlo | |
| En nombre y representación de | En nombre y representación de | |
| GADES SPORTS TECHNOLOGY INDUSTRY, FCRE | INDANSPO, S.L. |
PARTICIPATIVE LOAN AGREEMENT
BETWEEN
GADES SPORTS TECHNOLOGY INDUSTRY, FCRE
AND
INDANSPO, S.L.
In El Puerto de Santa Maria, on February 24, 2022
| INDEX | |
| FIRST.- PURPOSE | |
| SECOND.- LOAN TERM AND CAPITAL AMORTIZATION | |
| THIRD.- OBLIGATIONS AND RIGHTS OF THE LENDER | |
| FOURTH.- OBLIGATIONS OF THE BORROWER | |
| FIFTH.- REPORTING | |
| SIXTH.- APPLICABLE INTEREST | |
| SEVENTH.- EARLY MATURITY | |
| EIGHTH.- BREACH. DEFAULT INTEREST | |
| NINTH.- PUBLIC EXECUTION | |
| TENTH.- NOTIFICATIONS AND COMMUNICATIONS | |
| ELEVENTH.- INDEPENDENCE BETWEEN THE PARTIES | |
| TWELFTH.- CONFIDENTIALITY | |
| THIRTEENTH.- CONTRACT INTEGRITY | |
| FOURTEENTH.- CONTRACT ASSIGNMENT | |
| FIFTEENTH.- APPLICABLE LAW AND JURISDICTION | |
| SIXTEENTH.- FINAL CONSIDERATIONS |
APPEARING
On one side, Ms. Cristina Romero Morenilla, of legal age, holding Spanish National ID (DNI/NIF) number 32.860.683-P, and with domicile for these purposes at El Puerto de Santa Maria (Cádiz), Calle Los Moros, 32.
On the other side, Mr. Manuel Ignacio Diaz Charlo, of legal age, holding Spanish National ID (DNI/NIF) number 34.048.010-Y, and with domicile for these purposes at Cádiz, Edificio Marqués de Coprani, Calle San Bartolomé, 7.
ACTING
Ms. Cristina Romero Morenilla, in the name and on behalf of GADES SPORTS TECHNOLOGY INDUSTRY, FCRE (hereinafter, “GADES SPORTS” or “the Lender”), with Tax Identification Number (C.I.F.) V-09654831, and with registered office at El Puerto de Santa Maria (Cádiz), Calle Los Moros, 32. The entity was incorporated by means of a private document dated January 20, 2022, with an initial term of ten years from the first closing, and was registered with the Spanish National Securities Market Commission (CNMV) on February 18, 2022, under registration number 55. She acts in her capacity as Executive Director of Mar Océana Venture Capital Investments, S.A. SGEIC, the managing company of the Gades Sports Technology Industry FCRE Fund.
Mr. Manuel Ignacio Diaz Charlo, in the name and on behalf of INDANSPO, S.L. (hereinafter, “INDANSPO” or “the Borrower”), with Tax Identification Number (C.I.F.) B-67967661, and with registered office at Cádiz, Edificio Marqués de Coprani, Calle San Bartolomé, 7. The entity was incorporated by means of a public deed executed in San Fernando on January 3, 2022, before Notary Mr. Ignacio-José Padial Gómez Torrente, under protocol number 5. He acts in his capacity as sole administrator of INDANSPO, by virtue of a public deed granted before the Notary of El Puerto de Santa Maria, Mr. Antonio Manuel Torres Dominguez, on February 24, 2022, under protocol number 350.
Both parties (hereinafter, “the Parties”) declare that, in the capacities in which they are acting, they have the necessary legal capacity to execute this document and, for this purpose, they hereby:
RECITALS
I. The Borrower is interested in contracting a Participative Loan with the Lender, to be used for a series of investments within the framework of its corporate purpose.
. The Lender is interested in granting the Borrower a Participative Loan under the terms and conditions set forth in this Agreement.
I. The Borrower has disclosed to the Lender its economic and financial situation, the contents of its corporate bylaws, the composition of its administrative bodies, and the identity of its shareholders, and the Lender declares its agreement in this regard.
II. The Parties freely agree to execute this PARTICIPATIVE LOAN AGREEMENT, which shall be governed by the following:
CLAUSES
FIRST – PURPOSE
The Lender grants the Borrower, who accepts, a Participative Loan in the total amount of SIX MILLION EIGHT HUNDRED THOUSAND EUROS (€6,800,000.00), in accordance with the characteristics, conditions, and terms stipulated in this Agreement.
This commercial loan shall be governed by the specific provisions outlined in this Agreement and by the applicable Spanish legal provisions, particularly Article 20 of Royal Decree-Law 7/1996, dated June 7, and the Second Additional Provision of Law 10/1996, dated December 18.
The Borrower shall use the loan to carry out an investment focused on the Sports Technology Industry, as well as on the management of assets that may add value to this sector. The investment will be particularly aimed at the organization of sports and other events, as well as the technological development of the industry and the Health sector.
To this end, as a first action, the Borrower shall acquire land located in the municipal district of Puerto Real, corresponding to Plot of the Partial Plan 2A-1B, in Polígono EL TROCADERO, Units NINE AND TEN, with the following property registration details:
| ● | Plot corresponding to Property Registry Number 9,083 of the Property Registry No. 2 of El Puerto de Santa María. This plot includes a small access property to the facility, which is registered as Property Registry Number 24,694. The Borrower holds 63.73% full ownership, while 36.27% belongs to the Andalusian Innovation and Development Agency (IDEA), with this latter percentage not being subject to transfer. |
SECOND – LOAN TERM AND CAPITAL AMORTIZATION
The Loan subject to this Agreement is granted for a period of five (5) years, commencing on the date hereof and maturing on February 23, 2027, on which date the Borrower shall repay the Principal Amount of the Loan, together with any accrued interest.
Notwithstanding the foregoing, this Agreement may be extended for additional one-year periods, provided that both Parties mutually agree to such an extension in the days preceding the expiration of the aforementioned term.
THIRD.- OBLIGATIONS AND RIGHTS OF THE LENDER. 3.1. OBLIGATIONS OF THE LENDER.
3.1.1. The Lender shall deliver to the Borrower, as from the date of signature of this Agreement, the amount borrowed by means of transfer(s) to the bank account indicated by the Borrower at Banco Santander No.: ES37 0049 0122 8529 1192 4694.
3.1.2. The Lender shall comply with all other obligations arising from this Agreement and its Annexes, if any.
3.2. LENDER’S RIGHTS. EVENTUAL CONVERSION. CONTROL.
In addition to the rights granted to it in the event of default by the Borrower and those granted to it under the provisions of this Agreement and the legislation applicable in each case, the Parties expressly acknowledge that the Lender shall have the right to opt at any time to convert the Loan into shares/shares of the Borrower, maintaining its position of control within the Borrower. By virtue thereof, the Lender may opt, instead of repaying the Loan on the final maturity date thereof, to convert the amount subject to the Loan and the accrued interest into capital stock of the Borrower (through a capital increase by offsetting credits for an amount equal to the aforementioned principal plus interest), The Borrower shall be obliged to such conversion if the Lender has effectively opted for the capitalization and so communicates it in writing, leaving a record of its receipt, to the Borrower, which shall call a General Meeting within a term not exceeding fifteen (15) days from the date of the corresponding communication, including in the agenda of the meeting the corresponding resolution to increase the capital stock.
FOURTH.- OBLIGATIONS TO BE BORNE BY THE BORROWER
4.1. The Borrower shall repay to the Lender, in the time and manner agreed in this Agreement, the amount borrowed, together with the accrued interest pending payment.
4.2. The Borrower shall submit to the Lender, no later than three (3) months after the end of each financial year, the Annual Accounts once approved by the General Meeting and, if so requested by the Lender, and, if deemed necessary, duly audited by an auditor accepted by the Lender, in which case the audit costs shall be borne by the Lender.
4.3. Currently, the Lender, in the exercise of its shareholder rights, has appointed the Sole Director of the Borrower and will appoint the same individual again upon expiration of their term. Should the Borrower decide, at any point, to change the governance structure to a Board of Directors, the Lender reserves the right to appoint and designate a majority of its members (i.e., half plus one).
4.4. The Borrower shall notify the Lender, prior to its adoption, of any amendment to the bylaws.
4.5. The Borrower shall immediately inform the Lender of any circumstance that may affect the performance of this Agreement, of the occurrence of any cause for early maturity and of any significant event for the Borrower’s income statement, such as extraordinary investments or capital expenditures or new indebtedness.
4.6. The Borrower shall refrain from pledging or mortgaging any corporate assets, as well as from pledging or granting guarantees of any kind to third parties, without the express prior written consent of the Lender.
4.7. The Borrower shall be responsible for all bank charges, commissions, fees and any other expenses generated by the loan, its repayment and its interest.
4.8. The Borrower shall inform the Lender of any indication of non-compliance with this Agreement.
FIFTH – REPORTING
In general, a series of reports to be reported by the borrower will be defined, which may be adjusted in time and detail as necessary, on its activity in the following areas:
- Control of compliance with the strategic plan, to check the degree to which the proposed objectives are being achieved, analysis of deviations, execution of marked strategies and the action plan.
- Control of investments made in accordance with the financial plans.
- Monitoring the level of indebtedness and risk control.
- Monitoring of the level of invoicing.
- Control of collections and payments.
- Solvency level and payment capacity.
SIXTH.- APPLICABLE INTEREST.
The interest accruing on the Loan shall be composed of a fixed part (independent of the Borrower’s results) and, if applicable, of a variable part depending on the Borrower’s results, as set forth below:
6.1. The unmatured Loan shall accrue a variable interest which, for each year, shall be equivalent to 1.5 PERCENT (1.5%) of the EBITDA of the last closed and approved fiscal year.
6.2. If at the time of liquidation the Borrower’s accounts for the last year to be computed have not yet been approved by the Borrower’s General Meeting, for whatever reason (including early maturity of the loan), the EBITDA shall be taken as the EBITDA for the previous year.
6.3. The Parties also agree that there shall be a three PERCENT (3%) per annum fixed interest on the outstanding principal to be repaid.
6.4. The interest shall be settled at the time of maturity of the Loan, and shall be paid jointly with the repayment of the amount borrowed. No interest shall be paid in the event that the Loan has been capitalized in accordance with Clause 3.2 above.
6.5. For the calculation of interest, each calendar year shall be understood to have 360 days.
SEVENTH.- EARLY MATURITY.
7.1. Any breach of the Borrower’s obligations, as well as the occurrence of any of the causes described in point 7.2 below, shall determine the early maturity of the Loan at the Lender’s request.
To this effect, if any of the causes of early maturity occurs, the Lender shall send a written notice to the Borrower so that, within fifteen (15) business days, it remedies the breach or eliminates the cause of early maturity, if possible. After such period has elapsed without such cure or elimination, the Lender may alternatively:
- Opt for the conversion of the Loan into shares of the Borrower; or
- Resolve the Contract, extinguishing the Loan, and the Borrower, within thirty (30) days from the receipt of the notice of resolution, shall reimburse the Lender the principal of the Loan, the interest due and any other expenses generated by the default, and all the foregoing without prejudice to the right of the Lender to claim from the Borrower all those damages and losses that may be caused.
7.2. For the purposes of this Agreement, in addition to any breach of the Borrower’s obligations, the following may be causes for early termination of this Agreement:
| ● | § If the Borrower were to use the funds placed at its disposal by virtue of the provisions of this Agreement for a purpose other than that agreed in Clause ONE above. | |
| ● | If the Borrower ceases to carry out its activities or ceases to comply with its obligations to third parties. | |
| ● | If a judicial, administrative or any other authority orders an embargo on the Borrower’s assets or rights. | |
| ● | The request for a judicial declaration of bankruptcy, insolvency, arrangement with creditors, suspension of payments or receivership, or similar insolvency situation, by the Borrower itself, or that any of such declarations were requested with respect to the Borrower by any of its creditors. | |
| ● | The filing against the Borrower of any legal claim for breach of contract, non-contractual liability or claim for payment. | |
| ● | The Borrower’s agreement to dissolve or liquidate the Borrower, or to incur in any legal cause for dissolution. | |
| ● | The loss of value of the Borrower’s assets, for any reason whatsoever (disposal, loss, changes in value) representing more than thirty percent (30%) of the value of its fixed assets according to the last approved annual accounts. | |
| ● | Changes in the composition of the Borrower’s management bodies or shareholders that are not acceptable to the Lender. |
EIGHTH.- NONCOMPLIANCE. DEFAULT INTEREST.
If at the stipulated maturity date of the Loan, the Borrower has not fully settled the payment obligations assumed, the Borrower shall pay the Lender interest for late payment in accordance with the provisions of the State Budget Law, published annually.
NINTH.- ELEVATION TO PUBLIC
Either of the parties may request that this document be made public, and in such case, all expenses shall be borne exclusively by the Borrower Party.
TENTH.- NOTIFICATIONS AND COMMUNICATIONS.
Communications shall be made in writing by registered letter or e-mail with acknowledgement of receipt. Notifications made by registered letter shall be sent to the address of each of them, as indicated in this Agreement. The communications made by any of the interlocutors that were formally designated by the Parties, shall have binding force between the Parties as long as they are made in the form and terms agreed in the present Contract.
ELEVENTH.- INDEPENDENCE BETWEEN THE PARTIES.
This Agreement does not grant any additional relationship of any kind between the parties, with the exception of the commercial relationship regulated herein.
TWELFTH - CONFIDENTIALITY.
The Parties undertake not to disclose or use, directly or indirectly, the confidential information and knowledge provided to each other and in connection with this Agreement by any means and support, and referring to business information, financial information, customer lists, lists of suppliers, investors, employees, information on prices, sales and products and/or services, techniques, models, processes, programs, designs and any other information that the parties consider should be confidential, and not to disclose them or make them available to third parties without having obtained the prior written consent of the other party.
Both Parties agree not to make use of the Confidential Information received from the other Party for any purpose or end other than those strictly indicated in this Agreement.
Both Parties agree to take the necessary precautions and measures with respect to their personnel and even third parties that may have access to the knowledge and information referred to in the present clause, in order to guarantee the confidentiality of the same, being directly liable for all damages and prejudices derived from the negligent, fraudulent or culpable breach of this obligation.
Upon termination of this Agreement, the Party Receiving the information shall destroy all information about this relationship that has been stored in any type of support or has been reproduced by any type of procedure.
This obligation shall be indefinite, and shall remain in force after the termination, for any reason, of this Agreement.
THIRTEENTH.- INTEGRITY OF THE CONTRACT.
Each of the provisions of this Agreement shall be interpreted separately and independently from the others. In the event that any of them becomes invalid, illegal or unenforceable by virtue of any legal rule, or is declared null and void or ineffective by any competent authority, the nullity or ineffectiveness of the same shall not affect the other provisions, which shall retain their full validity and effectiveness. The Parties agree to substitute the affected clause or clauses for another or others that have the effects corresponding to the purposes pursued by the Parties in the present contract.
FOURTEENTH.- ASSIGNMENT OF THE CONTRACT.
The assignment of this contract shall require the express written consent of both parties.
FIFTEENTH.- APPLICABLE LAW AND COMPETENT JURISDICTION
This Agreement shall be subject to and shall be governed, by express agreement of the parties, in all matters not provided for in its clauses, by the applicable Spanish legislation. The Parties expressly agree to submit disputes and litigation arising from the interpretation and / or execution of this contract, expressly waiving the jurisdiction that may correspond to them, to the Courts and Tribunals of the city of Cadiz.
SIXTEENTH - FINAL CONSIDERATIONS
Business Days. All days except Saturdays, Sundays and holidays in Spain.
Modifications. No modification or amendment to this Agreement shall be valid unless made in writing and signed by each of the Parties.
AND, IN WITNESS WHEREOF, the Parties hereto sign this document, together with its annexes, which, if any, form an integral part hereof for all purposes, in duplicate and to one sole effect, at the place and on the date indicated above.
| Signed (The Lender): | Signed (The Borrower): |
Exhibit 10.13
Addendum to the Binding Capital Contribution Agreement
Date: June 12, 2025
Parties:
| ● | Sport City Cadiz, S.L., a limited liability company organized under the laws of Spain, with registered office at Calle Portugal 2, Pol. Ind. El Trocadero, Puerto Real, 11100, Cádiz, Spain | |
| ● | Nomadar Corp., a corporation incorporated under the laws of the United States of America, with its principal office at 5015 Hwy 59 N, Marshall, Texas, 75670, USA |
Whereas:
| ● | The Parties executed a Binding Capital Contribution Agreement dated October 27, 2024 (the “Agreement”), pursuant to which Sport City Cadiz, S.L. committed to make equity capital contributions to Nomadar Corp. subject to certain conditions; and | |
| ● | The Parties now wish to amend the capital contribution schedule under Part II of the Agreement. |
Now, therefore, the Parties agree as follows:
1. Amendment to Contribution Schedule
The original capital contribution schedule in Part II of the Agreement is hereby replaced in its entirety with the following:
“Sport City Cadiz, S.L. has agreed to provide up to ten million U.S. dollars (USD $10,000,000.00) in equity capital to fund the business and operations of Nomadar Corp. over the course of fiscal years 2025, 2026, and 2027, as follows:
| ● | USD $2,000,000.00 payable in one tranche on October 30, 2025; | |
| ● | USD $2,000,000.00 payable in one tranche on January 30, 2026; | |
| ● | USD $1,500,000.00 payable in one tranche on May 30, 2026; | |
| ● | USD $2,500,000.00 payable in one tranche on September 30, 2026; | |
| ● | USD $2,000,000.00 payable in one tranche on January 30, 2027.” |
2. No Other Changes
Except as expressly amended in this Addendum, all other terms and conditions of the Agreement shall remain in full force and effect.
3. Governing Law and Jurisdiction
This Addendum shall be governed by and construed in accordance with the governing law provisions set forth in Part V of the Agreement.
| NOMADAR CORP. – 5015 HWY 59 N, Marshall, TX, 75670 - USA |  |
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the date first above written.
| For Sport City Cadiz, S.L. | ||
| Name: | Manuel Ignacio Díaz Charlo | |
| Position: | CEO | |
| Signature: | /s/ Manuel Ignacio Díaz Charlo |
| For Nomadar Corp. | ||
| Name: | Carlos Lacave | |
| Position: | CFO | |
| Signature: | /s/ Carlos Lacave |
| NOMADAR CORP. – 5015 HWY 59 N, Marshall, TX, 75670 - USA | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement of Nomadar Corp. on Form S-1 to be filed on or about June 26, 2025 of our report dated June 26, 2025, on our audit of the financial statements as of December 31, 2024 and 2023, and for each of the years then ended. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern. We also consent to the reference to our firm under the caption “Experts” in this Registration Statement.
/s/ EISNERAMPER LLP
Iselin, New Jersey
June 26, 2025