SCHEDULE: Nomadar Corp. Stakeholder Update

Sport City Cadiz S.L. and Cadiz CF report a combined 60.23% stake in Nomadar Corp. following recent capital contributions and open market purchases.

Summary

• Sport City Cadiz S.L. (Sportech) and Cadiz CF (Cadiz CF) have jointly filed a Schedule 13D, reporting their beneficial ownership of Nomadar Corp. (the Issuer).
• The Reporting Persons collectively own 8,598,557 shares of Class A Common Stock, representing 60.23% of the outstanding shares.
• This ownership is based on 14,275,900 shares outstanding as of March 31, 2026.
• The acquisition of these shares occurred through various transactions between August 2023 and March 2026, including capital contributions, an assignment agreement, and open market purchases.
• The Reporting Persons acquired the securities for investment purposes and intend to evaluate their investment on an ongoing basis.
• They may acquire additional shares or dispose of existing holdings at any time.
• Discussions with the Issuer's management and Board of Directors regarding business, operations, capital structure, governance, management, strategy, and potential business combinations are anticipated.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it details a significant investment and potential for strategic engagement, but lacks specific performance metrics or forward-looking guidance from the company itself.

Positives

• Significant ownership stake (60.23%) by Sport City Cadiz S.L. and Cadiz CF, indicating strong investor conviction.
• Multiple transactions, including capital contributions and open market purchases, demonstrate ongoing commitment and investment in Nomadar Corp.
• The Reporting Persons are actively engaged and may discuss strategic alternatives and business combinations, potentially leading to value creation.

Negatives

• The filing does not contain specific financial metrics or performance data for Nomadar Corp., making it difficult to assess the company's current health.
• The significant ownership by a single group could potentially limit future strategic options or create governance challenges if not managed collaboratively.

Risks

• The Reporting Persons may dispose of any or all of their shares at any time, which could negatively impact the stock price.
• Future discussions with the Issuer's management and Board could lead to significant strategic changes, the outcomes of which are uncertain.
• The concentration of ownership could lead to potential conflicts of interest or governance issues.

Future Outlook

The Reporting Persons intend to evaluate their investments and options on an ongoing basis and may acquire additional shares or dispose of existing holdings. They also plan to engage in discussions with the Issuer's management and Board regarding various aspects of the company's business, strategy, and potential strategic alternatives.

Management Comments

• The Reporting Persons acquired the securities of the Issuer reported herein for investment purposes.
• The Reporting Persons intend to evaluate such investments in the Issuer and their options with respect to such investments on an ongoing basis.
• The Reporting Persons may acquire additional shares of common stock and/or other securities of the Issuer from time to time or may dispose of any or all of such shares or other securities held or beneficially owned by them at any time.
• From time to time, the Reporting Persons may engage in discussions with the Issuer's Board of Directors and/or members of the Issuer's management team concerning, without limitation, the business, operations, capital structure, governance, management and strategy of the Issuer, potential business combinations and strategic alternatives, and other matters concerning the Issuer.
• The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time.

Industry Context

StockSavvy.ai notes that this Schedule 13D filing by Sport City Cadiz S.L. and Cadiz CF indicates a significant shift in the ownership structure of Nomadar Corp. The substantial stake acquired by entities associated with a professional soccer club suggests a potential strategic alignment or investment focus related to sports, entertainment, or related ventures, which is a growing area for private equity and strategic investors.

Related Party Transactions

• Rafael Contreras, CEO and Co-Chair of Nomadar Corp.'s Board, is Executive Vice President of Cadiz CF.
• Manuel Vizcaino, Co-Chair of Nomadar Corp.'s Board, is President of Cadiz CF.
• The transactions involving Sport City Cadiz S.L. and Cadiz CF with Nomadar Corp. are related party transactions given the overlapping management and ownership interests.

Stakeholder Impact

• Shareholders: The significant stake held by Sportech and Cadiz CF, and their stated intention to evaluate and potentially adjust their holdings, could influence share price and future corporate strategy.
• Management and Board: The active engagement and potential discussions with management and the Board by the Reporting Persons may lead to changes in corporate strategy or governance.
• Creditors/Suppliers: Any significant strategic shifts resulting from the Reporting Persons' engagement could indirectly impact the company's financial stability and relationships with creditors and suppliers.

Next Steps

• Reporting Persons will continue to evaluate their investment in Nomadar Corp.
• Reporting Persons may acquire additional shares or dispose of existing shares.
• Reporting Persons may engage in discussions with Nomadar Corp.'s Board and management regarding business, operations, capital structure, governance, management, strategy, and potential business combinations.

Key Dates

Recommendation

The filing indicates a significant ownership stake and potential for strategic engagement, but lacks specific company performance data or clear forward-looking guidance. The intention to potentially buy or sell shares introduces uncertainty. Therefore, a 'hold' recommendation is appropriate pending further clarity on Nomadar Corp.'s strategy and performance.

Keywords

Nomadar Corp, Schedule 13D, Sport City Cadiz S.L., Cadiz CF, Class A Common Stock, Beneficial Ownership, Investment Purposes, Capital Contribution, Assignment Agreement, Securities Exchange Act