8-K - NOMA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): April 12, 2026

NOMADAR

CORP.

(Exactname of registrant as specified in its charter)

Delaware	001-42924	99-3383359
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

5015Highway 59 N

Marshall,Texas 75670

(Addressof principal executive offices)

Registrant’stelephone number, including area code: (323) 672-4566

(Formername or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.000001 per share	NOMA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement.

On April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”) and Sport City Cádiz S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that certain Land Lease Agreement and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and Sportech (the “Addendum”), pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”) for an initial term of three years, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. The Property is the intended site for the Company’s JP Financial Arena real estate development project. The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option. The Board of Directors of the Company (the “Board”) and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026.

A copy of the Addendum is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the purchase option is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Addendum and the purchase option.

ForwardLooking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of Nomadar including but not limited to the final payment by Nomadar to Sportech for the purchase of a portion of the Property pursuant to the Addendum and the purchase option. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and analyses made by the management of Nomadar in light of its experience and understanding of historical trends and current conditions and other factors management believes are appropriate to consider, which are subject to risks and uncertainties. Although Nomadar’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and actual results may vary materially from the forward-looking information presented. Given these risks and uncertainties underlying the assumptions made, prospective purchasers of Nomadar’s securities should not place undue reliance on these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nomadar undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on Nomadar’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Potential investors should read this document with the understanding that Nomadar’s actual future results may be materially different from what is currently anticipated. The Company cautions investors that actual results may differ materially from those anticipated and encourages investors to review other factors that may affect its future results in the Registration Statement and other filings with the SEC, available at www.sec.gov.

Item 7.01	Regulation FD Disclosure.

On April 14, 2026, the Company issued a press release announcing the execution of the Addendum and the purchase option (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01, and in the Press Release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Addendum No. 1 to Land Lease Agreement and Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.
10.2	Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.
99.1	Press Release dated April 14, 2026
104	Cover<br> Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nomadar Corp.
Date:<br> April 14, 2026
	By:	/s/ Rafael Contreras
	Name:	Rafael<br> Contreras
	Title:	Chief<br> Executive Officer

Exhibit10.1

ADDENDUMTO A LAND LEASE AGREEMENT

Sport City Cadiz, S.L.

As Landlord

Nomadar Corp, Sucursal en España

As Tenant

April 9, 2026

Contents

1.	Purchase Option	2
2.	Amendment to the Purchase Option exercise formalities	2
3.	Ratification of the Lease Agreement	2
4.	Applicable law and jurisdiction	2

ADDENDUMTO A LAND LEASE AGREEMENT WITH PURCHASE OPTION

In Cádiz, on April 9, 2026

by and between

(1)	Mr.<br> Joaquín Martín Perles of Spanish nationality, with professional address for<br> this purpose in Campus “El Madrugador”, Ctra. El Portal A-2002, Km. 1,5, El Puerto<br> de Santa María, 11500 and with Spanish National Identification Card number 34.005.384E.
(2)	Mr.<br> Manuel Ignacio Díaz Charlo, of Spanish nationality, with professional address for<br> this purpose in Calle Portugal, 2 Pol. Ind. El Trocadero, Puerto Real, 11519 Cádiz,<br> Spain and with Spanish National Identification Card number 34.048.010Y.
---	---

they appear in the following capacities

(1)

Mr. Manuel Ignacio Díaz Charlo on behalf of the company SPORT CITY CADIZ, S.L. (hereinafter, the Landlord or the Seller) a company incorporated under the laws of Spain, with registered office at Calle Portugal, 2 Pol. Ind. El Trocadero, Puerto Real, 11519 Cádiz, Spain, registered with the Commercial Registry of Cádiz under volume 2421, sheet CA-59567, page 221 and holder of Spanish Tax ID number B67967661.

Mr. Manuel Ignacio Díaz Charlo acts in the capacity of CEO, by virtue of Sport City Cadiz, S.L.

(2)

Mr. Joaquín Martín Perles on behalf of the company NOMADAR Corp. Sucursal en España (hereinafter, the Tenant or the Optionee), a company incorporated under the laws of Delaware, USA, with registered office at El Puerto de Santa María, registered with the Commercial Registry of Cadiz: date: 16-1-2025, Protocol 124; Registration 2nd: CA-65550 and holder of Spanish Tax ID number W0308287B.

Mr. Joaquín Martín Perles acts in the capacity of CEO of the Americas & Global Vice Chairman, by virtue of NOMADAR Corp. Sucursal en España.

The Landlord and Tenant shall be jointly referred to as the Parties.

The Parties recognise in each other sufficient powers and capacity to enter into this addendum (the Addendum) and to this end

WHEREAS

(A)

That, on 17 November 2025, the Parties entered into a land lease agreement with purchase option over a plot of land located at Puerto de Santa María, Spain (the Lease Agreement). The Lease Agreement included the lease of the plot registered with the Land Registry unit 7,847 of the Land Registry number 4 of “Puerto de Santa María” and corresponds with the cadastral reference number 11027A011000890000FG.

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| --- | | (B) | That, under Clause 10 of the Lease Agreement grants the Optionee an exclusive purchase option over the Plot (as defined in the Agreement) under certain terms and conditions (the Purchase Option). | | --- | --- | | (C) | The Parties have reached certain commercial agreements with regards the Purchase Option and, in that regard wish to amend the terms and conditions of Clause 10 of the Agreement as set forth in this Addendum. | | --- | --- | | (D) | All capitalised terms used but not defined in this Addendum shall have the meanings ascribed to them in the Agreement. | | --- | --- |

CLAUSES

1.	Purchase Option

The Parties agree to amend Clause 10.1 of the Lease Agreement so that the Purchase Option may be exercised by the Optionee on one or several occasions, provided that each exercise shall relate to a surface area of no less than one hundred thousand square meters (100,000 sqm) of the Plot, as agreed under Clause 10.1 of the Lease Agreement.

For clarification purposes, the Optionee shall be entitled to exercise the Purchase Option partially, over one or more portions of the Plot, at different times during the Term (as defined in the Agreement), subject always to the minimum surface requirement set forth above and to the remaining terms and conditions of Clause 10 of the Lease Agreement, which shall continue to apply to each exercise of the Purchase Option.

2.	Amendment to the Purchase Option exercise formalities

The Parties agree to amend the Clause 10.2 (paragraph 2) of the Lease Agreement, so that, from the execution of this Addendum, it reads as follows:

“Uponreceipt of the Notification by the Seller, the Parties will formalize the transfer of the Plot or, as applicable, the part of the Plot,in favour of the Optionee in a maximum term of ninety (90) business days following the Notification, at the Notary selected by the Optionee,through the relevant sale and purchase deed (the SPD).”

3.	Ratification of the Lease Agreement

The Parties expressly acknowledge that this Addendum constitutes a novation of a modificatory nature (novación modificativa) and not an extinctive novation of the Lease Agreement. Accordingly, the Parties confirm and ratify that the Lease Agreement shall continue in full force and effect between the Parties, and only the matters expressly regulated in this Addendum shall be affected hereby, without this Addendum affecting or modifying in any way the remaining terms and conditions agreed in the Lease Agreement.

4.	Applicable law and jurisdiction

The Addendum and the rights and obligations of or relating to the same shall be governed by and interpreted in accordance with the Spanish common law.

For the resolution of any issues that may arise in connection with this Addendum, both Parties submit to the jurisdiction of the Courts and Tribunals of the place where the Plot is located, expressly waiving any other jurisdiction that may correspond to them.

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In witness whereof the parties sign this Addendum in two identical counterparts at the place and on the date indicated above.

THELANDLORD	THETENANT
Mr.<br>Manuel Ignacio Diaz Charlo	Mr.<br>Joaquin Martin Perles
CEO,<br> Sport City Cadiz	CEO<br>of the Americas &
	Global<br> Vice Chairman, Nomadar Corp.

| 3 |

| --- |

Exhibit10.2

NOMADARCorp. Sucursal en España

SPORTCITY CADIZ, S.L.

Calle Portugal, 2 Pol. Ind. El Trocadero, Puerto Real

11519, Cádiz, Spain

Att: Mr. Manuel Ignacio Díaz Charlo

Cádiz, on April 9, 2026

RE:Exercise of the Purchase Option under the plot of land lease agreement

Dear Sir,

We would like to communicate that, in accordance with the Lease Agreement enter into on 17 November 2025 with you, and the addendum subscribed on April 9, 2026, Nomadar Corp. Sucursal en España (“Nomadar”) will exercise the purchase option over a portion of 130,000 square meters of the relevant plot.

The proposed transaction will be completed no later than ninety (90) business days from the date hereof, under the terms and conditions of the Lease Agreement and, once completed, both the Parties (as defined in the Lease Agreement) shall be owners of the plot in undivided shared (proindiviso) as foreseen in Clause 10.3 of the Lease Agreement.

The Purchase Price will amount to € 3,792,100, plus the applicable taxes and costs.

We remain at your disposal to answer any questions you may have about this binding offer for the partial acquisition of the plot**.** In case of conformity, please send us a copy of this document duly signed and dated.

Sincerely,

CEOAmericas &

GlobalVice Chairman, Nomadar Corp.

Mr. Joaquin Martin Perles

Received and agreed, in El Puerto de Santa Maria on April 9, 2026

SportCity Cadiz

Mr. Manuel Ignacio Diaz Charlo

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Exhibit 99.1

NomadarExecutes Binding Offer to Exercise Purchase Option for 130,000 sqm at JP Financial Arena Site, Advancing Flagship European Sports &Entertainment Platform

Milestonestrengthens control over strategic 291,000 sqm development footprint in El Puerto de Santa María (Cádiz, Spain),advancing a large-scale destination infrastructure asset at the intersection of global tourism, sports, and live-event economies

MARSHALL, Texas – April 14, 2026 – Nomadar Corp. (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global sports, tourism, and technology platform, today announced that it has signed a binding offer to execute the purchase option over approximately 130,000 square meters of land currently under a lease agreement with option to buy from Sport City Cádiz.

The land represents a significant portion of the total 291,000 square meters included in the original agreement between the parties and marks a critical step toward securing the full development footprint of the Company’s flagship JP Financial Arena project. Nomadar expects to formally execute the purchase within 90 business days, in accordance with contractual terms.

This transaction represents a foundational milestone in Nomadar’s strategy to establish a large-scale, multi-use destination infrastructure platform integrating sports, entertainment, tourism, and digital engagement. By consolidating control over a substantial portion of the project footprint, Nomadar is advancing what it expects will become a high-visibility international venue asset designed to serve multiple global demand channels across events, hospitality, and experiential offerings.

The JP Financial Arena is being developed as an international hub for cultural and sporting events, concerts, conferences, and corporate gatherings within the MICE tourism segment, alongside high-performance sports training and experiential offerings. The project is designed to combine physical infrastructure with scalable digital and commercial ecosystems, positioning Nomadar to participate in multiple high-growth verticals tied to global event-driven economies.

Located in El Puerto de Santa María (Cádiz, Spain), the site benefits from a strategic geographic position connecting Europe, North America, and Latin America. The broader Andalusia region is one of Europe’s leading tourism destinations, with Spain welcoming approximately 95 million international visitors in 2025, while Andalusia consistently attracts over 30 million visitors annually, reinforcing long-term demand fundamentals for destination-scale infrastructure projects of this nature.

This milestone builds on recent operational and financial momentum. As previously announced, Nomadar has entered into commercial agreements which represent approximately $2 million for 2026, more than double the Company’s total revenue for 2025; and has secured approximately $7.3 million in new capital from strategic investors, strengthening its financial position to advance key initiatives, including the JP Financial Arena development.

Joaquin Martin, CEO of the Americas and Global Vice Chairman of Nomadar, stated:

“Securing a substantial portion of the land required for the JP Financial Arena is an important new milestone we have achieved as we continue to build momentum in our business. This step strengthens our ability to advance one of our most strategic assets and reinforces our position at the intersection of global tourism, large-scale events, and sports-driven experiences. We believe this project has the potential to evolve into a premier destination platform serving international audiences across multiple sectors.”

Nomadar continues to execute a disciplined, multi-phase development strategy, aligning land acquisition, capital deployment, and project planning to support long-term value creation and scalable platform expansion.

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AboutNomadar

Nomadar Corp. is a U.S.-based company operating at the intersection of sports, tourism, technology, and health. A subsidiary of Cádiz CF, a 115-year-old professional soccer club competing in La Liga, Nomadar develops innovative projects that connect global audiences through experiences that combine health, entertainment, and digital engagement.

The Company is also advancing the JP Financial Arena real estate development project for a multi-purpose event center in southern Europe, designed to host international sports, cultural, and corporate events. Nomadar’s mission is to create sustainable, technology-driven platforms that enhance the connection between sports, community, and health.

SafeHarbor Statement

This Press Release includes “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of Nomadar and reflects management’s expectations and projections regarding Nomadar’s growth, results of operations, performance, and business prospects and opportunities, including but not limited to statements regarding the Company’s revenues for 2026, strategic investments in the Company and the potential benefits thereof, closing of the Company’s binding offer to acquire land, and statements related to the desirability of the Company’s commercial real estate portfolio. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”, “potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking statements. Forward- looking statements are based on certain assumptions and analyses made by the management of Nomadar in light of its experience and understanding of historical trends and current conditions and other factors management believes are appropriate to consider, which are subject to risks and uncertainties. Although Nomadar’s management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and actual results may vary materially from the forward-looking information presented. Given these risks and uncertainties underlying the assumptions made, prospective purchasers of Nomadar’s securities should not place undue reliance on these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nomadar undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on Nomadar’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Potential investors should read this document with the understanding that Nomadar’s actual future results may be materially different from what is currently anticipated. The Company cautions investors that actual results may differ materially from those anticipated and encourages investors to review other factors that may affect its future results in the Company´s filings with the SEC, available at www.sec.gov. Further descriptions of these risks and uncertainties can be found in the Company’s most recent Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in subsequent filings with and submissions to, the SEC, as the same may be amended and supplemented from time to time, which are available at www.sec.gov. Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.

PublicRelations/Strategic Advisory

Phoenix MGMT & Consulting

PR@PhoenixMGMTconsulting.com

MediaContact

Fatema Bhabrawala

Director of Media Relations, Alliance Advisors

fbhabrawala@allianceadvisors.com

InvestorContacts

investor.relations@nomadar.com

Richard Land, Alliance Advisors

nomaIR@allianceadvisors.com