S-1/A: Nomadar Corp. Files Amended S-1 for Direct Nasdaq Listing, Details Ambitious Sports Tech Ventures and Funding Needs

Nomadar Corp., the innovation arm of Spanish soccer club Cdiz CF, has filed an amended S-1 registration statement for a direct listing on Nasdaq, outlining plans for a multi-purpose event center, high-performance training programs, and brand commercialization, while disclosing significant capital requirements and a going concern warning.

Summary

• Nomadar Corp., incorporated in August 2023, is the innovation arm of Cdiz CF, a Spanish professional soccer club.
• The company plans four business verticals: a multi-purpose event center (Sportech City) in Cdiz, Spain; a High Performance Training (HPT) program for young athletes; commercialization of the Mgico Gonzlez brand; and future soccer academies in the U.S. and Europe.
• Sportech City, a planned 110,000 m² facility including a 40,000-seat venue, hotel, convention center, sports clinic, and commercial/culinary areas, is scheduled for construction from 2026 to 2030, with an estimated total funding requirement of 285 million Euros (approximately $309.7 million).
• The Nomadar HPT program, licensed from Cdiz CF in August 2024, has historically enrolled approximately 700 athletes in-person since 2022 and expanded to include 20 long-term and 10 short-term players in 2025, with plans for online subscriptions and global expansion.
• Nomadar entered into a Stadium Agreement with Cdiz CF in October 2024 for temporary, non-exclusive rights to use the Nuevo Mirandilla Stadium for events, with a 10-year term.
• The company licensed exclusive worldwide rights (outside Spain) to commercialize the Mgico Gonzlez brand from Cdiz CF in August 2024, planning a U.S. e-commerce launch in Q3 2025.
• Nomadar reported minimal revenues since inception, with a net loss of $1,372,991 for the year ended December 31, 2024, and $291,319 for the three months ended March 31, 2025.
• As of March 31, 2025, the company had $26,859 in cash and a working capital deficit of $1,185,549, with an accumulated deficit of $1,703,872.
• The company has a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million in common stock sales, including $3 million in convertible promissory notes, with the first $0.5 million disbursed on May 22, 2025.
• Sportech, Nomadar's majority shareholder, has committed to provide up to $10 million in cash contributions to fund operations in 2025-2027, contingent on Nasdaq listing.
• Nomadar will be a 'controlled company' post-listing, with Sportech and Cdiz CF collectively owning approximately 91.23% of the voting power.
• The company underwent a 1-for-2 reverse stock split effective November 27, 2024, and reduced authorized shares on January 15, 2025.
• The filing highlights the novel direct listing process, noting the absence of traditional underwriting and potential for price volatility.
• The company's independent auditor and management express 'substantial doubt' about its ability to continue as a going concern without additional financing.

Sentiment

Score: 3

Explanation: The sentiment is cautious to negative due to the company's minimal revenues, significant losses, substantial working capital deficit, and explicit 'going concern' warning from both management and auditors. While there are ambitious future plans and significant capital raise agreements in place, their execution is highly contingent on future funding and market conditions, and the company's current financial state is very weak. The direct listing process itself also introduces volatility risks.

Positives

• Strategic backing from Cdiz CF and Sportech, including a $10 million capital contribution agreement and a $1 million loan facility, provides initial financial support.
• Entry into a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million offers a significant potential source of future equity financing.
• Exclusive licensing agreements for the High Performance Training (HPT) program and the Mgico Gonzlez brand provide foundational intellectual property and revenue streams.
• Plans for a multi-purpose event center (Sportech City) in Cdiz, Spain, aim to create a diverse ecosystem for sports, entertainment, health, and technology, leveraging Cdiz CF's strong local fan base (over 18,000 season ticket holders) and regional tourism.
• The HPT program has a track record of approximately 700 enrolled athletes since 2022, with graduates playing for reputable La Liga clubs, indicating a proven training methodology.
• Strategic timing of business launches coincides with upcoming major soccer events (Mens World Cups in U.S./Canada/Spain, Womens World Cup in U.S./Mexico, Summer Olympics in Los Angeles), offering unique market opportunities for brand engagement.
• The company has assembled an executive leadership team with experience in startup, sports, and sports technology industries, supported by a board with relevant expertise.

Negatives

• The company has generated minimal revenues since inception ($8,025 in 2024, $186,937 in Q1 2025) and has a history of significant net losses ($1,372,991 in 2024, $291,319 in Q1 2025).
• As of March 31, 2025, Nomadar had only $26,859 in cash and a working capital deficit of $1,185,549, indicating severe liquidity constraints.
• The independent auditor and management have expressed 'substantial doubt' about the company's ability to continue as a going concern.
• The total funding required for Sportech City is estimated at 285 million Euros (approximately $309.7 million), and the company currently lacks the required funding for this major development.
• Reliance on Sportech for future capital is significant, and termination or cancellation of the Contribution Agreement would materially harm operations.
• The company's business is highly dependent on the performance and popularity of the Cdiz CF mens first team; relegation or poor performance could negatively impact revenue streams.
• The direct listing process, without a firm-commitment underwritten offering, may lead to greater volatility in stock price and uncertain trading volume.

Risks

• Minimal revenues since inception and uncertainty of long-term profitability.
• Need to raise additional capital in the future, which may not be available on acceptable terms or at all.
• No guarantee that Sportech City will be completed in the proposed timeframe (by 2030), within budget, or at all, due to factors like financing availability, interest rates, inflation, and demographic trends.
• Risk that the five-year lease agreement with a purchase option for Sportech City land may not be entered into on favorable terms or at all.
• Dependence on the performance and popularity of the Cdiz CF mens first team; poor performance or decline in popularity (e.g., relegation from Primera Divisin to Segunda Divisin in May 2024) may materially negatively impact business.
• High level of competition in the health and fitness industry, including from larger companies with greater resources.
• Inability to anticipate and satisfy consumer preferences and shifting views of health and fitness.
• Potential claims related to health and safety risks to academy participants or patrons at Sportech City or other HPT facilities.
• Risk of Cdiz CF terminating the exclusive license agreement for the Mgico Gonzlez brand.
• Any negative impact on the company's brand can negatively impact business and results of operations.
• Failure to obtain and retain high-profile strategic partnership arrangements, or impairment of partners' reputations.
• Intellectual property rights (trademarks, trade names, know-how) may be infringed, misappropriated, or challenged.
• Adverse impact on reputation or fines/penalties from email marketing, mobile application, and social media use.
• Decline in the popularity of soccer globally or specifically Cdiz CF.
• Termination or cancellation of the Contribution Agreement with Sportech would materially negatively impact business and results of operations.
• Ability to continue as a going concern depends on obtaining adequate financing.
• Business could be adversely affected by terrorist activity or threat, and other developments discouraging public assembly.
• Risks associated with international expansion and operations in foreign markets (e.g., regulatory changes, management difficulties, currency fluctuations, political instability).
• Risk of personal injury or accident to fans attending professional soccer games or Sportech City events, leading to claims and increased expenses.
• Risk of Cdiz CF terminating the exclusive license agreement for the Nomadar HPT.
• Failure to attract and retain students for HPT programs or onboard partner organizations.
• Failure to accurately forecast consumer demand could lead to excess inventories or shortages, impacting operating margins and cash flows.
• Value of brand and sales diminished by negative publicity.
• Technology-based systems for online shopping/interaction not functioning effectively could adversely affect digital commerce and customer retention.
• The direct listing process differs from an underwritten IPO, potentially leading to greater price volatility and uncertain trading volume.
• No prior public market for common stock; active trading market may not develop or be liquid.
• Future sales of common stock by Registered Stockholders and other existing stockholders could cause share price to decline.
• Expiration of lock-up agreements could cause share price to decline and result in dilution.
• Company will be a 'controlled company' post-listing, allowing reliance on exemptions from certain Nasdaq corporate governance requirements.
• Future issuances of preferred stock or additional common stock could dilute existing stockholders.
• No current plans to pay cash dividends; return on investment depends solely on stock price appreciation.
• Reduced disclosure requirements as an emerging growth company and smaller reporting company may make common stock less attractive to investors.
• Management and principal stockholders own a significant percentage of stock, exerting significant control over stockholder approval matters.
• Provisions in corporate documents and Delaware law may delay or prevent a takeover.
• Exclusive forum provision in certificate of incorporation could limit stockholders' ability to obtain a favorable judicial forum.
• Reports by analysts differing from actual results could adversely affect stock price and trading volume.
• Obligations of being a public company require significant resources and management attention, potentially diverting from growth strategy.
• Inability to maintain Nasdaq listing could impair stockholders' ability to trade common stock and affect market price.

Future Outlook

Nomadar Corp. anticipates continued significant costs as it pursues its financing and acquisition plans, expecting increased expenses as a public company. The company projects generating non-operating income from interest on cash and cash equivalents post-listing. It expects to need to raise additional funds after April 2027, based on its estimated monthly burn rate of approximately $192,000. The company intends to launch the Mgico Gonzlez brand in the U.S. in Q3 2025 with e-commerce offerings and plans to expand the Nomadar HPT globally, including online subscriptions. Construction of Sportech City is scheduled to begin in 2026 and is anticipated to be completed by or around 2030, with debt servicing envisioned to commence in 2031. The company plans to pursue equity financings at fair market value starting in 2027 to meet remaining financial requirements for Sportech City.

Management Comments

• "We believe Cdiz 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."
• "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 Companys business lines, as well as potential brand partnerships."
• "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."
• "The Sportech City management team is considering various options for the hotels operations, including direct management or possible collaboration with recognized hotel chains, which could lead to higher revenues due to their brand recognition."
• "We recognize that the development of a medical facility involves additional regulatory and legal approvals, which we plan to obtain as necessary."
• "We believe this project will create significant positive impact for the entire region through significant employment opportunities."
• "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 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."

Industry Context

Nomadar operates within the rapidly growing global sports industry, which saw over 50% IP revenue growth in the last decade, exceeding $159 million in 2023, with soccer comprising 34% of the total. The company aims to capitalize on this growth by integrating sports, health, and technology, particularly in the European and Latin American soccer markets. Its multi-purpose event center in Cdiz, Spain, aligns with Spain's strong tourism sector, especially MICE (Meetings, Incentives, Conferences, and Exhibitions) tourism, which is projected to reach $1.3 trillion globally by 2028. The focus on youth development through the HPT program taps into the global demand for elite soccer training. The commercialization of the Mgico Gonzlez brand leverages the significant Latin American soccer fan base and the booming U.S. e-commerce market, which saw $1,118.7 billion in sales in 2023. The company's strategy to time its launch with major international soccer events (World Cups, Olympics) seeks to maximize brand engagement and partnerships within this context. However, the health and fitness industry is highly competitive, and the company will face established players in various segments.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to benchmark Nomadar's financial performance or project scale against industry standards. It mentions general competitors like Futbol Club Barcelona, Athletic Club, Real Madrid Club de Ftbol in the soccer industry, and IMG Academy, Red Bull Athlete Development Program, La Masa, and Chelsea Football Academy for sports academies, and Adidas, Nike, CR7, and Umbro for sports lifestyle brands, but no direct comparative financial or operational data is presented.
• The planned Sportech City, with its 40,000-seat venue and extensive facilities, is a large-scale project, but no direct comparisons to similar existing or planned multi-purpose event centers are provided.
• The HPT program's historical enrollment of ~700 athletes and graduates playing for La Liga clubs indicates a level of success, but no comparative metrics against other high-performance training programs are given.
• The company's financial metrics (minimal revenue, significant losses, working capital deficit) are typical of a startup in its early development phase, but without specific industry benchmarks, a detailed assessment of its financial health relative to industry standards is not possible from the document.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not a party to any material legal proceedings.
• To the best of management's knowledge, no material legal proceedings are currently pending or threatened.

Related Party Transactions

• **Sportech Loan:** In September 2023 (amended January 2024), Nomadar entered into a line of credit with Sportech (majority shareholder) for up to $1 million at 4.19% APR, maturing December 31, 2029. As of March 31, 2025, $467,468 was outstanding.
• **Stock Surrender Agreement:** On July 31, 2024, Sportech surrendered 15,093,132 Class A common shares for no value, which were cancelled, to effect a recapitalization for the direct listing.
• **Mgico Gonzlez License Agreement (MG License Agreement):** In August 2024, Nomadar entered into an exclusive 20-year license agreement with Cdiz CF (Sportech's parent) for worldwide commercialization rights (outside Spain) of the Mgico Gonzlez brand. Nomadar will pay a royalty of 15% of net sales. Cdiz CF can terminate if Nomadar fails to meet Nasdaq listing standards.
• **High Performance Training License Agreement (HPT License Agreement):** In August 2024, Nomadar entered into an exclusive 20-year license agreement with Cdiz CF for worldwide commercialization rights of the Nomadar HPT. Nomadar will pay a royalty of 15% of net sales. Cdiz CF can terminate if Nomadar fails to meet Nasdaq listing standards.
• **Stadium Agreement:** On October 30, 2024, Nomadar and Cdiz CF entered into a 10-year agreement for temporary, non-exclusive rights to use the Nuevo Mirandilla Stadium for events. Nomadar assumes all necessary expenses for stadium exploitation and reimburses Cdiz CF for related legal/administrative costs. No fixed minimum recurring payments are due.
• **Real Estate Contribution Agreement (Terminated/Reversed):** In November 2024, Nomadar entered into an agreement with Sportech for assignment of land for Sportech City in exchange for 500,000 Class A shares. This was subsequently reversed as the parties expect to enter into a five-year lease instead.
• **Binding Capital Contribution Agreement (Contribution Agreement):** In November 2024 (amended June 2025), Sportech agreed to provide up to $10 million to fund Nomadar's business and operations in 2025 ($2M), 2026 ($6M), and 2027 ($2M), contingent on Nasdaq listing. Nomadar will issue common stock based on fair market value for these contributions.
• **Assignment Agreement (Participative Loan):** On June 12, 2025, Nomadar entered into an agreement with Cdiz CF for the assignment of a participative loan (originally between Cdiz CF and Sportech) to Nomadar. Nomadar became the new lender, and Sportech remained the borrower. The loan has an outstanding principal balance of $8.5 million (7.7 million Euros) due February 23, 2027, with a 3% fixed interest rate plus 1.5% of Sportech's EBITDA. In exchange, Nomadar issued 750,000 Class A shares to Cdiz CF at $10.00 per share and agreed to pay Cdiz CF $1 million within 24 months.

Stakeholder Impact

• **Shareholders:** Existing shareholders face significant dilution from future equity issuances (SEPA, Sportech contributions, potential future financings). The dual-class share structure (Class B with 20 votes/share) means Sportech and Cdiz CF will retain majority voting control (approx. 91.23%), limiting the influence of Class A shareholders. The direct listing process may lead to higher price volatility and uncertain liquidity compared to a traditional IPO. Lack of planned cash dividends means returns depend solely on capital appreciation.
• **Employees:** The company plans to hire additional employees in Spain (4-6) and the U.S. (2-4) post-listing, focusing on Sportech City and HPT/Mgico Gonzlez brand advancement. The 2025 Omnibus Equity Incentive Plan provides a mechanism for equity awards, potentially aligning employee interests with company performance. However, the company's 'going concern' status and reliance on future funding pose risks to job security and growth opportunities.
• **Customers (HPT Athletes & Event Organizers):** The expansion of the HPT program and stadium event offerings aims to provide enhanced services and opportunities. The success of these ventures depends on the company's ability to secure funding and execute its plans, directly impacting the availability and quality of services for athletes and event coordinators.
• **Suppliers & Creditors:** The company's significant capital requirements and 'going concern' warning indicate potential risks for suppliers and creditors if funding is not secured. The existing Sportech Loan and new Participative Loan (where Nomadar is now the lender to Sportech) highlight complex financial relationships. Failure to repay indebtedness could negatively impact these relationships.
• **Cdiz CF & Sportech:** As parent companies and major stakeholders, they are deeply intertwined with Nomadar's success, providing significant financial support and licensing key assets. Their reputation and financial health are linked to Nomadar's performance. The assignment of the Participative Loan to Nomadar shifts a significant asset to the subsidiary, while also creating a receivable for Nomadar from Sportech.
• **Local Community (Cdiz, Spain):** The Sportech City project is projected to create significant employment opportunities (estimated 2,800 construction jobs, 870 operational jobs for event center; 860 construction, 500 operational for commercial space; 300 construction, 200 operational for hotel/clinic/spa), potentially boosting the local economy and tourism. However, delays or failure to complete the project would negate these benefits.

Next Steps

• Company expects its common stock to begin trading on Nasdaq on or about [blank date], 2025.
• Second tranche of $0.5 million Pre-Paid Advance from Yorkville to be disbursed within two days of filing Amendment No. 1 to Form S-1.
• Third tranche of $2 million Pre-Paid Advance from Yorkville to be advanced on the later of the second trading day following effectiveness of Registration Statement and Direct Listing.
• Company to use best efforts to file one or more registration statements to register any additional shares issued to Yorkville pursuant to Convertible Notes and SEPA following Direct Listing.
• Company intends to launch the Mgico Gonzlez brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at that time.
• Nomadar intends to implement the rollout of the digital Nomadar HPT (fully remote offering) in the third quarter of 2025.
• Construction of Sportech City is scheduled to begin in 2026 and anticipated to be completed by or around 2030.
• Company expects to incur increased expenses as a public company (legal, financial reporting, accounting, auditing compliance, due diligence).
• Company anticipates needing to raise additional funds after April 2027.
• Company plans to pursue external debt financing of approximately 162 million Euros starting from 2027 for Sportech City.
• Company intends to pursue equity financings of approximately 123 million Euros beginning in 2027 for Sportech City.
• Company will initially hire between four and six employees in Spain and two to four in the U.S. post-listing.
• Company will onboard additional employees and consultants as necessary, particularly in Spain to oversee Sportech City permitting and construction, as revenues grow.

Key Dates

Recommendation

Keywords

Sports Technology, Soccer, Entertainment Venue, High Performance Training, Brand Commercialization, SEC Filing, Direct Listing, Nasdaq, Convertible Notes, Capital Raise, Cdiz CF, Mgico Gonzlez, Sportech City, Financial Reporting, Risk Factors, Corporate Governance