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

Nomadar Corp., the innovation arm of Spanish soccer club Cdiz CF, is preparing for a direct listing on the Nasdaq Capital Market, aiming to fund its multi-purpose event center, high-performance training, and brand commercialization initiatives.

Summary

• Nomadar Corp., the innovation arm of Cdiz CF, is pursuing a direct listing on the Nasdaq Capital Market under the symbol NOMA, expected around October 31, 2025.
• The filing registers the resale of up to 13,268,718 shares of Class A common stock by existing stockholders, from which the company will not receive any proceeds.
• The company has four proposed business verticals: a multi-purpose event center (Sportech City) in Cdiz, Spain, a High Performance Training (HPT) program, stadium events, and the Mgico Gonzlez brand commercialization.
• Sportech City, a planned 110,000 m² facility including a 40,000-fan venue, hotel, and commercial spaces, is scheduled for construction from 2026 to 2030, but currently lacks the required €285 million (approximately $334.1 million) funding.
• The Nomadar HPT, licensed from Cdiz CF, has expanded in 2025 to include approximately 20 players in long-term and 10 in short-term in-person programs in Cdiz, Spain, with online offerings planned for Q3 2025.
• The Mgico Gonzlez brand, exclusively licensed outside Spain, is set to launch e-commerce offerings in the U.S. in Q4 2025, with plans for brick-and-mortar stores and academies.
• Nomadar reported revenue of $8,025 for 2024 and $499,570 for the six months ended June 30, 2025, alongside net losses of $(1,372,991) and $(914,077) for the respective periods.
• As of June 30, 2025, the company had $186,070 in cash and an accumulated deficit of $2,326,630, with management expressing substantial doubt about its ability to continue as a going concern without further financing.
• Sportech, the majority shareholder, has committed up to $10 million in capital contributions for 2025-2027, contingent on the Nasdaq listing, and Nomadar has a Standby Equity Purchase Agreement with Yorkville for up to $30 million in equity sales.
• A 1-for-2 reverse stock split for Class A and Class B common stock became effective on November 27, 2024.

Sentiment

Score: 3

Explanation: The company presents an ambitious multi-vertical business plan with significant growth potential, backed by related-party financial commitments and a standby equity facility. However, it has a history of substantial losses, a significant accumulated deficit, and management has raised "substantial doubt" about its ability to continue as a going concern. The flagship Sportech City project is unfunded and years away from completion, and the direct listing process itself carries unique risks. The recent relegation of its parent club, Cdiz CF, also adds a layer of uncertainty to its brand-dependent revenue streams.

Positives

• Secured a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million in equity, including $3 million in pre-paid convertible notes, providing a potential funding source.
• Sportech, the majority shareholder, has committed up to $10 million in capital contributions for 2025-2027, contingent on the Nasdaq listing, demonstrating ongoing financial support.
• Generated initial revenues of $499,570 for the six months ended June 30, 2025, primarily from HPT program services and stadium events, indicating early operational activity.
• Established exclusive licensing agreements with Cdiz CF for the High Performance Training (HPT) program and the globally recognized Mgico Gonzlez brand, providing foundational business assets.
• Plans for Sportech City, a large-scale multi-purpose event center in Cdiz, Spain, could create diverse revenue streams in sports, entertainment, health, and tourism upon completion.
• The company benefits from the established global soccer presence and goodwill of its ultimate parent, Cdiz CF, a club with over 110 years of history.
• Strategic timing of business launches aligns with upcoming major international soccer events (Men's and Women's World Cups, Olympics) in key target markets.
• The company has assembled an executive leadership team with experience in startup entrepreneurial companies and the sports/sports technology industries.

Negatives

• The company has generated limited revenues since inception and has a history of net losses, with an accumulated deficit of $2,326,630 as of June 30, 2025.
• Management believes there is substantial doubt about the company's ability to continue as a going concern for the next year without obtaining adequate future financing.
• The ambitious Sportech City project, estimated at €285 million (approximately $334.1 million), currently lacks the required funding, and there is no guarantee it will be completed on time, within budget, or at all.
• The company's financial health is heavily reliant on continued financial support from Sportech, which could be terminated if the company's securities are delisted.
• The direct listing process differs from a traditional IPO, lacking firm-commitment underwriting and a traditional book-building process, which could lead to higher price volatility and uncertain trading volume.
• Significant related-party transactions with Sportech and Cdiz CF present actual and apparent conflicts of interest, potentially leading to unfavorable terms for Nomadar in future negotiations.
• The company's success is dependent on the performance and popularity of the Cdiz CF men's first team, which was relegated to the Segunda Divisin in May 2024, posing a risk to brand appeal and revenue streams.
• The company faces intense competition across all its proposed business segments from larger, more established entities with greater resources.
• The company has a high monthly burn rate of approximately $192,000 from September 2025 through April 2027, indicating a rapid depletion of cash reserves.
• The company has limited human capital resources (6 full-time employees as of October 10, 2025) relative to its ambitious multi-vertical business plans, and faces risks in onboarding and retaining necessary personnel.

Risks

• Inability to achieve long-term profitability due to limited revenues since inception and a history of losses.
• Need to raise additional capital in the future, which may not be available on acceptable terms or at all, impacting operations and business development.
• No guarantee that Sportech City will be completed in the proposed timeframe (by 2030), within budget (€285 million / ~$334.1 million), or at all, due to funding and construction risks.
• Uncertainty regarding entering into a favorable five-year lease agreement with Sportech for the Sportech City land.
• Dependence on the performance and popularity of the Cdiz CF men's first team; poor performance or decline in popularity could negatively impact business and results of operations.
• High level of competition in the health and fitness industry, potentially affecting market share, brand recognition, and profitability.
• Inability to anticipate and satisfy consumer preferences and shifting views of health and fitness, leading to adverse business effects.
• Health and safety risks to academy participants and patrons at Sportech City or other HPT facilities, potentially leading to claims and increased expenses.
• Risk of Cdiz CF terminating the exclusive license agreement for the Mgico Gonzlez brand if Nomadar fails to meet Nasdaq listing standards or for other reasons.
• Negative impact on brand value and sales due to negative publicity or failure to obtain/retain high-profile strategic partnership arrangements.
• Infringement, misappropriation, or challenge of intellectual property rights (trademarks, trade names, know-how).
• 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 for Cdiz CF.
• Termination or cancellation of the Contribution Agreement with Sportech, which provides up to $10 million in funding for 2025-2027, would materially harm business.
• Ability to continue as a going concern depends on obtaining adequate future financing.
• Adverse effects from terrorist activity or threats, or other developments that discourage public assembly, impacting event attendance at Sportech City.
• Risks associated with international expansion and operations in foreign markets, including regulatory changes, political instability, and currency fluctuations.
• Personal injury or accident claims from fans attending professional soccer games at Mirandilla Stadium.
• Risk of Cdiz CF terminating the HPT License Agreement or Framework Agreement, or inability to negotiate favorable payment terms under the Framework Agreement.
• Failure to attract and retain students for HPT programs or onboard partner organizations.
• Inaccurate forecasting of consumer demand leading to excess inventories or shortages for merchandise.
• Adverse effects on operating results from fluctuations in raw material costs, supply chain disruptions, and labor costs for merchandise.
• Risks associated with the direct listing process, including lack of firm-commitment underwriting, potential price volatility, and uncertain trading volume.
• No prior public market for common stock, and an active, liquid trading market may not develop or be sustained.
• Future sales of common stock by Registered Stockholders and other existing stockholders could cause share price decline.
• Expiration of lock-up agreements could cause market price decline and dilution.
• Being a "controlled company" allows reliance on corporate governance exemptions, potentially reducing shareholder protections.
• Holders of Class B common stock (Sportech) have additional voting rights (20 votes/share), allowing them to exert significant control.
• Difficulty for U.S. investors to enforce civil liabilities against the company, its non-U.S. directors, or officers.
• Potential dilution from future issuances of preferred stock or additional common stock (e.g., incentive plans, SEPA).
• No current plans to pay cash dividends, making capital appreciation the sole source of gain.
• 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 (~94.82%) of voting power, enabling significant control over stockholder approval matters.
• Anti-takeover provisions in corporate documents may delay or prevent a takeover.
• Exclusive forum provision in certificate of incorporation may limit stockholders' ability to choose a favorable judicial forum.
• Reports by analysts differing from actual results could adversely affect stock price and trading volume.
• Significant resources and management attention required for public company obligations.
• Risk of not maintaining Nasdaq listing standards, leading to delisting and termination of license agreements.
• Actions of La Liga (governing body) may have a material negative effect on business and results of operations, including financial controls, ownership restrictions, and commercial limitations.
• Serious injuries to or losses of Cdiz CF playing staff may affect team performance and business results.
• Business substantially dependent on the popularity and/or competitive success of Cdiz CF, which cannot be assured.

Future Outlook

The company anticipates increased expenses as a public company and expects to incur significant costs for financing and acquisition plans. It projects a monthly burn rate of approximately $192,000 from September 2025 through April 2027, after which additional funds will be required. The company intends to launch the digital Nomadar HPT in Q3 2025 and the Mgico Gonzlez brand e-commerce in the U.S. in Q4 2025. Construction of Sportech City is scheduled to begin in 2026 and be completed by or around 2030, contingent on securing substantial funding through debt and equity financings starting in 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 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.
• 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.
• We believe this project will create significant positive impact for the entire region through significant employment opportunities.

Industry Context

The company operates in the growing global sports market, which saw over 50% IP revenue growth in the last decade, exceeding $159 million in 2023, with soccer comprising 34% of the total. Projected annual revenue for global sports IP is expected to exceed $250 billion by 2033. Spain is a prominent tourism destination, receiving a record 85.1 million international tourists in 2023, with leisure tourism accounting for 86% of travel. The MICE (Meetings, Incentives, Conferences, and Exhibitions) sector in Spain leads Europe, generating $11.5 billion annually, with Andalusia attracting 14% of the nation's tourism revenue. The e-commerce sector is also experiencing significant growth, with U.S. e-commerce sales totaling $1,118.7 billion in 2023, a 7.6% increase from 2022, and mobile traffic accounting for over 50% of global web traffic. Nomadar aims to leverage these trends by developing a multi-purpose event center in a key tourist region, offering high-performance soccer training, and commercializing a global soccer brand through e-commerce, strategically timed with major international soccer events.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to global benchmarks in a detailed manner.
• It mentions general industry competition from established health and fitness clubs, athletic and leisure apparel companies (e.g., Adidas, Nike, CR7, Umbro), other entertainment venues (e.g., Las Vegas Sphere), and sports academies (e.g., IMG Academy, Red Bull Athlete Development Program, La Masa, Chelsea Football Academy).
• Cdiz CF's 110+ year history and 16 seasons in La Liga's first tier, including a second-division championship in 2005 and nine Ramon de Carranza tournament wins, position Nomadar to draw on this legacy. However, Cdiz CF's recent relegation to Segunda Divisin could negatively impact its standing compared to top-tier clubs like Futbol Club Barcelona or Real Madrid.
• The planned Sportech City is described as a "benchmark in terms of technology and sustainability," aiming to attract MICE tourism, where Spain leads Europe. However, no specific benchmarks or comparisons to existing facilities are provided.
• The Nomadar HPT program boasts graduates playing at reputable La Liga clubs, suggesting a level of success in youth development, but no direct comparison to other academies' placement rates or program outcomes is given.

Management Changes

Corporate Governance

Legal Proceedings

• Not a party to any material legal proceedings, and no material legal proceedings are currently pending or threatened.

Related Party Transactions

• Sportech Loan: Line of credit with Sportech (majority stockholder) for up to $1 million at 4.19% APR, due December 31, 2029. $164,063 outstanding as of October 10, 2025.
• HPT License Agreement: Exclusive worldwide license from Cdiz CF (parent of Sportech) for the High Performance Training program for 20 years, in exchange for 15% royalty on net sales.
• Mgico Gonzlez License Agreement: Exclusive worldwide license (outside Spain) from Cdiz CF for the Mgico Gonzlez brand for 20 years, in exchange for 15% royalty on net sales.
• Stadium Agreement: Temporary, non-exclusive right from Cdiz CF to use Nuevo Mirandilla Stadium for events for 10 years, with Nomadar assuming all associated expenses and receiving upfront fees plus a percentage of ticket sales.
• Contribution Agreement: Binding agreement with Sportech to provide up to $10 million in capital contributions for 2025-2027, contingent on Nasdaq listing, in exchange for Class A common stock. $203,772 received as of June 30, 2025 for the 2025 tranche.
• Participative Loan Assignment: On June 12, 2025, Nomadar became the lender for a €7.7 million (~$8.7 million fair value) participative loan to Sportech (previously held by Cdiz CF), due February 23, 2027, with 3% fixed interest plus 1.5% of Sportech's EBITDA. In exchange, Nomadar issued 750,000 Class A shares to Cdiz CF (valued at $7.88 million) and agreed to a $1 million deferred cash payment to Cdiz CF.
• Management Overlap: Rafael Contreras (CEO & Co-Chairman) is also Executive Vice President and Vice President of the Cdiz CF board of directors, creating actual and apparent conflicts of interest in dealings between Nomadar, Sportech, and Cdiz CF.

Stakeholder Impact

• Shareholders: Potential for significant dilution from future equity issuances (SEPA, incentive plans, Sportech contributions). High risk due to going concern doubt and reliance on external funding. Voting power heavily concentrated with Sportech/Cdiz CF (over 90%), giving Class A shareholders a minority voting interest. Lock-up agreements restrict sales for initial period, but subsequent sales could cause price volatility.
• Employees: Plans to hire additional employees in Spain and the U.S. post-listing, creating new opportunities. Equity incentive plan aims to attract and retain talent.
• Customers (HPT participants, event attendees, Mgico Gonzlez brand consumers): Potential for enhanced training programs, diverse entertainment events at Sportech City, and new merchandise offerings. Risks include potential health and safety incidents at facilities and decline in popularity of Cdiz CF affecting brand appeal.
• Suppliers/Partners (Cdiz CF, Sportech, Yorkville, event coordinators, academies): Continued and expanded business relationships, but also risks related to contract termination, unfavorable negotiation terms due to related-party conflicts, and financial stability of Nomadar.
• Creditors: Existing and future indebtedness (Sportech Loan, Convertible Notes, deferred liability) poses repayment obligations. Going concern doubt increases risk for creditors.
• Cdiz Region: Sportech City project is expected to create significant employment opportunities (2,800 construction, 870 operations for event center; 860 construction, 500 operations for commercial space; 300 construction, 200 operations for hotel/clinic/gym/spa). Aims to transform the region into a technological-sports-social ecosystem and attract investment.

Next Steps

• Complete the Direct Listing on the Nasdaq Capital Market (expected on or about October 31, 2025).
• Receive the third $2 million Pre-Paid Advance from Yorkville upon S-1 effectiveness and Direct Listing.
• Implement the rollout of the digital Nomadar HPT (Q3 2025).
• Launch the Mgico Gonzlez brand in the U.S. with e-commerce offerings (Q4 2025).
• Begin construction of Sportech City (scheduled for 2026).
• Negotiate and enter into a five-year lease agreement with Sportech for the Sportech City land.
• Onboard additional personnel in Spain (4-6 employees) and the United States (2-4 employees) post-listing.
• Pursue external debt financing (approximately €162 million starting 2027) and equity financings (approximately €123 million starting 2027) for Sportech City.
• File one or more registration statements to register any additional shares issued to Yorkville pursuant to the Convertible Notes and SEPA.
• Enter into executive employment agreements with named executive officers prior to S-1 effectiveness.
• Current members of the board of directors will receive inaugural and annual equity grants and annual cash compensation following the completion of the Direct Listing.

Key Dates

Recommendation

The company faces substantial financial risks, including a history of significant losses, a substantial accumulated deficit, and management's explicit "substantial doubt" about its ability to continue as a going concern. While it has ambitious plans and secured some related-party funding and a standby equity facility, the flagship Sportech City project is unfunded and years from completion. The direct listing process itself is inherently volatile, and the company's heavy reliance on related parties (Sportech, Cdiz CF) introduces significant conflicts of interest and potential for unfavorable terms. The recent relegation of its parent club further adds to the uncertainty of its brand-dependent revenue streams. Given these high risks and the current financial instability, a seasoned investor would likely recommend selling or avoiding this stock until there is clear evidence of sustained profitability, secured funding for major projects, and a stronger financial position.

Keywords

Nomadar Corp, Direct Listing, Nasdaq, SEC Filing, S-1/A, Sportech City, Multi-Purpose Event Center, High Performance Training, HPT, Mgico Gonzlez, Soccer, Sports Technology, Cdiz CF, Financial Reporting, Capital Raise, Convertible Notes, Yorkville, Sportech, Spain, United States, E-commerce, Stadium Events, Corporate Governance, Risk Factors, Emerging Growth Company, Smaller Reporting Company, Football Academy, Sports Medicine, Entertainment Venue, Global Sports Market