S-1/A: Nomadar Corp. Files S-1/A for Nasdaq Direct Listing

Sentiment:

Registration Statement Amendment 7 August 2025 5:15 PM

Nomadar Corp., the innovation arm of Spanish soccer club Cdiz CF, files an S-1/A for a Nasdaq direct listing, detailing ambitious plans for a multi-purpose event center, high-performance training, stadium events, and a Mgico Gonzlez brand, despite current minimal revenues and significant financial uncertainties.

Delay expectedConstruction of Sportech City is scheduled to begin in 2026 and be completed by 2030, but the company explicitly states it 'does not have the required funding to develop Sportech City' as of the filing date. This lack of funding could significantly delay or prevent the project's completion.The completion of Sportech City is contingent on many factors outside of the company's control, including continued availability of favorable financing, availability of financing for tenants, interest rates, inflation, and demographic trends.

Capital raiseThe company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville on May 20, 2025, allowing it to sell up to $30 million in common stock.Under the SEPA, Yorkville has agreed to provide up to $3 million in convertible promissory notes as pre-paid advances, with $1 million already disbursed as of June 30, 2025, and $2 million contingent on the S-1 registration statement becoming effective and direct listing.Sportech has agreed to provide up to $10 million in capital contributions to fund business operations in 2025, 2026, and 2027, contingent on the company's listing on a U.S. national stock exchange.The company acquired an $8.5 million Participative Loan from Cdiz CF on June 12, 2025, in exchange for 750,000 shares of Class A Common Stock and a $1 million payment due within 24 months.

Worse than expectedThe company has generated minimal revenues since inception and has a history of significant net losses ($1.37 million in 2024, $0.29 million in Q1 2025).The independent auditor has expressed 'substantial doubt about the Company’s ability to continue as a going concern' due to its accumulated deficit ($1.7 million as of March 31, 2025) and negative cash flows from operations.The ambitious Sportech City project, estimated at $309.7 million, currently lacks the required funding, posing a major financial hurdle.

Summary

Nomadar Corp. is seeking a direct listing on the Nasdaq Capital Market under the symbol NOMA.
The company is the innovation arm of Cdiz CF, a Spanish professional soccer club currently in Segunda Divisin.
Nomadar has four proposed business verticals: a multi-purpose event center (Sportech City), a High Performance Training (HPT) program, stadium events, and commercialization of the Mgico Gonzlez brand.
Sportech City, planned for Cdiz, Spain, is estimated to cost €285 million (approximately $309.7 million) and is scheduled for construction from 2026 to 2030, but the company currently lacks the required funding.
The Nomadar HPT program, licensed from Cdiz CF in August 2024, offers elite soccer training for young athletes, with approximately 20 players currently in long-term programs and 10 in short-term programs as of 2025.
Nomadar has a temporary, non-exclusive right to use Mirandilla Stadium for events for a term of ten years, granted by Cdiz CF on October 30, 2024.
The company holds exclusive rights outside of Spain to commercialize the Mgico Gonzlez brand, with a U.S. e-commerce launch planned for Q3 2025.
Nomadar has generated minimal revenues since inception, with $8,025 in revenue for the year ended December 31, 2024, and $186,937 for the three months ended March 31, 2025.
The company reported 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, Nomadar had $26,859 in cash and a working capital deficit of $1,185,549, with an accumulated deficit of $1,703,872.
The independent auditor has raised substantial doubt about the company's ability to continue as a going concern.
Sportech, a wholly-owned subsidiary of Cdiz CF, will beneficially own approximately 90.05% of Nomadar's voting power post-listing, making Nomadar a controlled company.

Sentiment

Score: 2

Explanation: The company is in a very early stage with minimal revenue and significant losses, leading to substantial doubt about its ability to continue as a going concern. While it has ambitious plans and some funding commitments, the scale of required capital for its flagship project (Sportech City) is immense and currently unsecured, indicating high financial risk.

Positives

Established Global Soccer Presence: Nomadar leverages over 110 years of goodwill and relationships from its parent company, Cdiz CF, a European football club.
Diverse Proposed Business Portfolio: Engagement in multiple business lines (event center, soccer academy, e-commerce, educational programs) offers diverse revenue streams and reduces dependency on a single market segment.
Strategic Geographic Presence: Planned operations in the U.S., Europe, and connections to Latin America aim to bridge different markets and enhance global outreach.
Youth Development and Education Focus: The Nomadar HPT program positions the company as a leader in nurturing soccer talent, building a loyal community of athletes and families.
Cultural and Sporting Legacy: Association with soccer legend Mgico Gonzlez taps into deep-seated fan loyalties and cultural narratives, strengthening brand identity.
Commitment to Health and Performance: Dedication to health through training and educational programs aligns with growing global wellness trends.
Strategic Timing: Launch coincides with upcoming Mens World Cups (US/Canada, Spain), Womens World Cup (US/Mexico), and Summer Olympics (Los Angeles), offering unique market opportunities.
Financial Support from Sportech: Sportech has agreed to provide up to $10 million in funding for 2025-2027, contingent on Nasdaq listing, and a $1 million loan facility (with $467,468 drawn as of filing date).

Negatives

Minimal Revenues and History of Losses: Generated only $8,025 in revenue for 2024 and $186,937 for Q1 2025, with net losses of $1,372,991 and $291,319 for the respective periods.
Substantial Doubt About Going Concern: The company's financial condition, including a working capital deficit of $1,185,549 and accumulated deficit of $1,703,872 as of March 31, 2025, raises substantial doubt about its ability to continue operations.
Unsecured Funding for Sportech City: The estimated $309.7 million required for Sportech City development is not yet secured, posing a significant risk to its completion.
Dependence on Cdiz CF Performance: Business success is highly dependent on the performance and popularity of the Cdiz CF mens first team, which was relegated from Primera Divisin to Segunda Divisin in May 2024.
High Competition: Operates in highly competitive industries including health/fitness, sports merchandise, and event management.
Reliance on Related Party Agreements: Key business operations and funding rely heavily on agreements with Sportech and Cdiz CF, which could be terminated or amended unfavorably.
Direct Listing Risks: The direct listing process differs from an IPO, potentially leading to higher price volatility and uncertain trading volume due to lack of traditional book-building and underwriting.

Risks

Minimal revenues since inception, and may never be profitable in the long term.
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, within budget, or at all.
Sportech and the Company intend to enter into a five-year lease agreement with a purchase option for the Sportech City land, but there is no guarantee of favorable terms or execution.
Dependent upon the performance and popularity of the Cdiz CF mens first team; poor performance or decline in popularity may have a material negative impact.
High level of competition in the health and fitness industry could materially and adversely affect the business.
Inability to anticipate and satisfy consumer preferences and shifting views of health and fitness may adversely affect the business.
Could be subject to claims related to health and safety risks to academy participants and patrons at Sportech City or other facilities.
No guarantee that Cdiz CF will not terminate the exclusive license agreement for the Mgico Gonzlez brand in the future.
Success depends substantially on the value of the brand, and any negative impact can negatively impact business and results of operations.
Failure to obtain and retain high-profile strategic partnership arrangements, or impairment of partners' reputation, may cause the business to suffer.
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 reputation or subject the company to fines or other penalties.
Decline in popularity of the company or soccer could occur.
Termination or cancellation of the Contribution Agreement with Sportech would materially negatively impact business and results of operations.
Ability to continue to operate as a going concern depends on obtaining adequate financing in the future.
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.
Proposed international expansion and operations in foreign markets are speculative and will expose the company to risks associated with international sales and operations.
Fans attending professional soccer games risk personal injury or accident, which could subject the company to claims and increase expenses.
No guarantee that Cdiz CF will not terminate the exclusive license agreement for the Nomadar HPT in the future.
Failure to attract and retain students for Nomadar HPT programs, or onboard partner organizations, may have a material adverse impact.
Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, decreasing operating margins and harming the business.
Value of the brand and sales of products could be diminished if associated with negative publicity.
If technology-based systems for online shopping/interaction do not function effectively, operating results and digital commerce growth could be materially adversely affected.
The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.
Common stock currently has no public market; an active trading market may not develop or continue to be liquid, and the market price may be volatile.
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 the market price to decline and result in dilution.
Will be a controlled company, potentially relying on exemptions from corporate governance requirements.
May be diluted by future issuances of preferred stock or additional common stock.
Obligations associated with being a public company require significant resources and management attention.
U.S. investors may have difficulty enforcing civil liabilities against the company, its directors, or management.
Reports published by analysts, including projections that differ from actual results, could adversely affect stock price and trading volume.
May not be able to maintain a listing of common stock on Nasdaq.

Future Outlook

The company plans to expand its Nomadar HPT program globally, including an online offering launching in Q3 2025. The Mgico Gonzlez brand is set to launch in the U.S. in Q3 2025 with e-commerce, followed by brick-and-mortar stores and a themed sports bar. Construction of Sportech City, a multi-purpose event center in Cdiz, Spain, is scheduled to begin in 2026 and be completed by 2030, contingent on securing significant funding. The company anticipates increased expenses as a public entity and expects to need additional funding after April 2027.

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 that this will strengthen our brand identity and foster a strong emotional connection with our audience.
We believe this project will create significant positive impact for the entire region through significant employment opportunities.

Industry Context

The global sports IP revenue grew over 50% in the last ten years, exceeding $159 million in 2023, with soccer comprising 34% of the total. Spain is a premier tourism destination, receiving a record 85.1 million international tourists in 2023, with leisure tourism accounting for 86% of travel. The global MICE (Meetings, Incentives, Conferences, and Exhibitions) sector is projected to reach $1.3 trillion by 2028, with Spain leading in Europe, welcoming 4.4 million MICE tourists and generating $11.5 billion annually. Andalusia, where Sportech City is planned, attracts 14 million visitors and $20.6 billion annually, demonstrating strong year-round tourism demand. The e-commerce sector, particularly for sports-related apparel, is also experiencing significant growth, with U.S. e-commerce sales totaling $1,118.7 billion in 2023, a 7.6% increase from 2022.

Comparison to Industry Standards

The company's proposed soccer academies will face significant competition from established entities such as IMG Academy and Red Bull Athlete Development Program in the U.S., and La Masa and Chelsea Football Academy in Europe.
The Mgico Gonzlez e-commerce brand will compete globally with major sports lifestyle brands like Adidas, Nike, CR7, and Umbro, as well as new market entrants.
Sportech City, once completed, will compete with other large venues globally (e.g., Las Vegas Sphere) for hosting athletic, musical, and other events, and with local businesses for commercial tenants and tourists.
Cdiz CF, the company's parent, competes in the Segunda Divisin, facing teams with potentially greater resources like Futbol Club Barcelona, Athletic Club, and Real Madrid Club de Ftbol in La Liga.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Co-Chairman	Ivan Contreras Torres (resigned)	Rafael Contreras	December 12, 2024	Ivan Contreras Torres resigned to pursue an opportunity as President of the U.S. division of a multinational wellness and beauty company.
Chief Financial Officer	NA	Carlos Lacave	December 2023	Appointment to the role.
Chief Communications and Investor Relations Officer	NA	Joaquin Martin	September 2023	Appointment to the role.
Co-Chairman of the Board of Directors	NA	Manuel Vizcano	December 2024	Appointment to the role.
Director	NA	Javier Snchez	December 2024	Appointment to the role.
Director	NA	Antonio G. Lobn	December 2024	Appointment to the role.
Director	NA	Peter R. Moore	December 2024	Appointment to the role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Committee Establishment	Established an audit committee, a compensation committee, and a nominating and corporate governance committee.	December 2024	Enhances corporate oversight and compliance with Nasdaq listing rules, providing specialized focus areas for the board.
Policy Adoption	Adopted a non-employee director compensation policy, including inaugural and annual equity grants (options to purchase Class A common stock) and annual cash retainers.	January 2025	Aims to attract and retain highly qualified non-employee directors, aligning their interests with long-term company performance, with obligations beginning post-listing.
Plan Adoption	Adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan, reserving up to 3,000,000 shares of Class A common stock for issuance, with an evergreen provision for annual increases of up to 5% of outstanding Class A common stock.	January 15, 2025	Provides a framework for equity-based compensation to employees, consultants, and directors, incentivizing performance and retention, but also introduces potential future dilution.
Policy Adoption	Adopted a written code of business conduct and ethics applicable to directors, officers, and employees.	December 2024	Establishes ethical standards and promotes compliance, crucial for public company operations and maintaining stakeholder trust.
Authorized Share Reduction	Reduced authorized shares of capital stock from 1,000,000,000 to 100,000,000, specifically Class A from 800M to 80M, Class B from 50M to 10M, Class C eliminated, and Preferred from 75M to 10M.	January 15, 2025	Streamlines capital structure and reduces the number of authorized but unissued shares, potentially signaling a more focused capital strategy.

Legal Proceedings

Currently not a party to any material legal proceedings.
To the best of our knowledge, no material legal proceedings are currently pending or threatened.

Related Party Transactions

Sportech Loan: A line of credit with Sportech (majority stockholder) for up to $1 million at 4.19% APR, maturing December 31, 2029. $467,468 was outstanding as of March 31, 2025.
HPT License Agreement: Exclusive 20-year license from Cdiz CF for the High Performance Training program, with a 15% royalty on net sales.
Mgico Gonzlez License Agreement: Exclusive 20-year license from Cdiz CF for the Mgico Gonzlez brand (outside Spain), with a 15% royalty on net sales.
Contribution Agreement: Binding agreement with Sportech to provide up to $10 million in funding for 2025-2027, contingent on Nasdaq listing, in exchange for common stock.
Stadium Agreement: Temporary, non-exclusive 10-year right from Cdiz CF to use Mirandilla Stadium for events, with Nomadar assuming all related expenses.
Assignment Agreement (Participative Loan): On June 12, 2025, Cdiz CF assigned an $8.5 million Participative Loan (Sportech as borrower) to Nomadar. In exchange, Nomadar issued 750,000 Class A shares to Cdiz CF and agreed to pay $1 million within 24 months.

Stakeholder Impact

Shareholders: Face significant dilution risk from future equity issuances (SEPA, incentive plans) and potential volatility due to the direct listing process and early-stage financial condition.
Employees: The company plans to hire 4-6 employees in Spain and 2-4 in the U.S. post-listing, with additional personnel for Sportech City, indicating job creation.
Local Community (Cdiz, Spain): The Sportech City project is estimated to create significant employment opportunities: 2,800 jobs during event center construction, 870 during operation; 860 during commercial space construction, 500 during operation; 300 during hotel/clinic/spa construction, 200 during operation.
Youth Athletes/Families: The Nomadar HPT aims to provide comprehensive training, education, and international exposure, nurturing future soccer talent.
Cdiz CF: Benefits from royalty payments from Nomadar's HPT and Mgico Gonzlez brand commercialization, as well as Nomadar assuming stadium expenses and the Participative Loan.

Next Steps

Listing common stock on the Nasdaq Capital Market under the symbol NOMA.
Securing required funding for the Sportech City development.
Commencing construction of Sportech City in 2026, with anticipated completion by 2030.
Launching the Mgico Gonzlez brand in the U.S. in Q3 2025, including e-commerce offerings.
Rolling out the digital Nomadar HPT offering in Q3 2025.
Hiring 4-6 employees in Spain to focus on Sportech City and HPT in Europe/Asia.
Hiring 2-4 employees in the U.S. to focus on HPT in the Americas and Mgico Gonzlez brand.
Onboarding additional personnel and consultants as revenue generation increases, particularly for Sportech City permitting and construction.

Key Dates

Date	Description
2022	Cdiz CF commenced the High Performance Training Program.
September 12, 2022	Jorge Alberto Gonzlez (Mgico Gonzlez) granted all trademark rights to Mgico Gonzlez to Cdiz CF.
August 8, 2023	Company (then Sportech City USA, Corp) incorporated in Delaware (inception).
September 1, 2023	Company entered into a $1 million line of credit agreement (Sportech Loan) with Sportech.
December 2023	Company changed its name to Nomadar, Corp.
January 2024	Sportech Loan agreement amended.
August 2024	Company entered into exclusive HPT License Agreement and MG License Agreement with Cdiz CF.
October 30, 2024	Company and Cdiz CF entered into the Stadium Agreement for use of Mirandilla Stadium.
November 1, 2024	Company entered into a binding capital contribution agreement with Sportech (amended June 12, 2025).
November 5, 2024	Consultancy and Management Agreements with executive officers for stock awards were cancelled.
November 27, 2024	Company's board and stockholders approved a 1-for-2 reverse stock split, effective same day.
December 2024	Rafael Contreras appointed CEO and Co-Chairman; Manuel Vizcano appointed Co-Chairman; Javier Snchez, Antonio G. Lobn, and Peter R. Moore appointed directors. Audit, compensation, and nominating/corporate governance committees established.
January 10, 2025	Company entered into a framework agreement with Cdiz CF for international youth training programs.
January 12, 2025	Company entered into an agreement with ENJOYFOOTBALL, S.L. (EJB) for player enrollment in training programs.
January 15, 2025	Company reduced authorized shares of capital stock and adopted the 2025 Omnibus Equity Incentive Plan and non-employee director compensation policy.
May 20, 2025	Company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million in common stock, and a Registration Rights Agreement.
May 22, 2025	First Pre-Paid Advance of $0.5 million disbursed by Yorkville under SEPA.
June 12, 2025	Company entered into Assignment Agreement with Cdiz CF for Participative Loan, issuing 750,000 Class A shares to Cdiz CF and agreeing to pay $1 million within 24 months. Contribution Agreement with Sportech amended.
June 30, 2025	Second Pre-Paid Advance of $0.5 million disbursed by Yorkville under SEPA.
August 7, 2025	As-filed date of Amendment No. 3 to Form S-1 Registration Statement.
Q3 2025	Company intends to launch the Mgico Gonzlez brand in the U.S. with e-commerce offerings. Nomadar intends to implement the rollout of the digital Nomadar HPT.
October 22, 2025	Beginning of monthly repayment of accrued and unpaid interest on Convertible Notes.
2026	Construction of Sportech City is scheduled to begin.
May 20, 2026	Maturity date of Convertible Notes issued in connection with Pre-Paid Advances.
April 2027	Anticipated need for additional funds based on proposed business and operations timing.
February 23, 2027	Maturity date of the Participative Loan.
December 31, 2029	Final repayment due date for the Sportech Loan.
2030	Anticipated completion of Sportech City construction.
December 31, 2030	Earliest date the company will cease to be an emerging growth company.
2031	Envisioned commencement of debt servicing for Sportech City.

Recommendation

sell

Nomadar Corp. is an early-stage company with minimal revenue and a substantial accumulated deficit, leading its independent auditor to express 'substantial doubt about its ability to continue as a going concern.' While it has ambitious plans for a large-scale sports and entertainment complex (Sportech City) and other ventures, the estimated $309.7 million funding required for Sportech City is currently unsecured. The company's reliance on related-party funding and the inherent volatility of a direct listing without traditional underwriting further amplify the investment risk. Given the significant financial uncertainties, history of losses, and the speculative nature of its future projects, a seasoned investor would likely recommend selling or avoiding this stock due to the high probability of capital loss.

Keywords

Sports Technology, Soccer Academy, SEC Filing, Direct Listing, Nasdaq, Cdiz CF, Sportech City, High Performance Training, Mgico Gonzlez, Sports Entertainment, Real Estate Development, E-commerce, Youth Sports, Spain, Football

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