S-1: Nomadar Corp Files for Direct Listing on Nasdaq Capital Market

Nomadar Corp, innovation arm of Cdiz CF, seeks to list Class A common stock on Nasdaq via direct listing, registering resale of up to 11,581,218 shares.

Summary

• Nomadar Corp, a subsidiary of Sportech and the innovation arm of Cdiz CF, has filed a registration statement for a direct listing on the Nasdaq Capital Market.
• The filing registers the resale of up to 11,581,218 shares of Class A common stock by existing stockholders.
• Nomadar has four proposed business verticals: a multi-purpose event center (Sportech City), a high-performance training program (Nomadar HPT), Mgico Gonzlez brand commercialization, and soccer academies.
• Sportech City, estimated to cost $309.7 million, is planned to begin construction in 2026 and be completed by 2030.
• Sportech has agreed to provide up to $10 million in funding for Nomadar's business and operations in 2025 and 2026, contingent on the Nasdaq listing.
• Nomadar intends to launch the Mgico Gonzlez brand in the U.S. in the first quarter of 2025, with e-commerce offerings.
• Upon completion of the direct listing, Sportech will beneficially own approximately 92.82% of the voting power of Nomadar's outstanding voting securities, making it a controlled company.
• The company faces risks including minimal revenues since inception, the need for additional capital, and dependence on Sportech and Cdiz CF.

Sentiment

Score: 5

Explanation: The document presents a mix of opportunities and risks. While the company has promising ventures and financial backing, it also faces challenges related to profitability, competition, and market volatility.

Positives

• Nomadar has a diverse proposed business portfolio, including a multi-purpose event center, soccer academy, e-commerce, and educational programs.
• The company has a strategic geographic presence spanning the United States, Europe, and Latin America.
• Nomadar has financial and operational support from Sportech.
• The company has an established global soccer presence through its connection to Cdiz CF.

Negatives

• Nomadar has generated minimal revenues since inception and may never be profitable in the long term.
• The company 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.
• The company is dependent upon the performance and popularity of the Cdiz CF mens first team.

Risks

• The company's ability to continue as a going concern depends on its ability to obtain adequate financing in the future.
• The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.
• An active trading market may not develop or continue to be liquid, and the market price of shares of the company's common stock may be volatile.
• Future sales of common stock by the company's Registered Stockholders and other existing stockholders could cause the share price to decline.
• The company will be a controlled company within the meaning of the Nasdaq Stock Market Rules upon the Direct Listing.
• The company is 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 the company's common stock less attractive to investors.

Future Outlook

The company anticipates increased expenses as a result of being a public company and expects to generate non-operating income in the form of interest income on cash and cash equivalents after the listing.

Industry Context

The launch of Nomadar and its various business lines and initiatives has been timed to coincide with the next two Mens World Cups (taking place in the United States and Canada, and Spain), the next Womens World Cup event (taking place in the United States and Mexico), and the next summer Olympic Games (taking place in Los Angeles, California).

Management Changes

Related Party Transactions

• Sportech Loan: The Company may borrow up to $1 million from Sportech, from time to time.
• Contribution Agreement: Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025 and 2026.
• HPT License Agreement and MG License Agreement: The Company licenses the rights to the Nomadar HPT and MG Rights from Cdiz CF in exchange for royalty payments.

Stakeholder Impact

• Shareholders: Potential for capital appreciation and dividends (though no dividends are currently planned).
• Employees: Job creation and potential for equity ownership.
• Customers: Access to new sports and entertainment facilities, training programs, and merchandise.
• Suppliers: Opportunities to provide goods and services to Nomadar and its ventures.
• Creditors: Potential for debt financing opportunities.

Next Steps

• Secure Nasdaq listing approval.
• Commence e-commerce operations for the Mgico Gonzlez brand in the U.S. in the first quarter of 2025.
• Begin construction of Sportech City in 2026.
• Secure external debt financing for Sportech City starting in 2027.
• Pursue equity financings beginning in 2027.

Key Dates

Keywords

Nomadar Corp, direct listing, Nasdaq, Sportech City, Mgico Gonzlez, Cdiz CF, HPT program, soccer academy, capital raise, sports technology