10-Q: Nomadar Reports Q3 Loss, Secures Funding for Sportech City

Nomadar Corp. reported a net loss of $496,209 for Q3 2025, while initiating revenue generation and securing significant capital commitments for its ambitious Sportech City project.

Summary

• Nomadar Corp. reported a net loss of $1,410,286 for the nine months ended September 30, 2025, compared to a net loss of $885,064 for the same period in 2024.
• Revenue for the nine months ended September 30, 2025, was $877,669, primarily from its High Performance Training (HPT) program and stadium events, marking the first period of significant revenue generation.
• The company completed its Direct Listing on the Nasdaq Capital Market on October 31, 2025.
• A Standby Equity Purchase Agreement (SEPA) with Yorkville provides access to up to $30 million in equity, with $1 million in prepaid advances received as of September 30, 2025, and an additional $2 million funded on November 4, 2025.
• Sportech, the majority owner, committed to provide up to $10 million in capital contributions through 2027, with $1,341,421 received as of September 30, 2025, and the full $2 million for 2025 funded by November 20, 2025.
• Nomadar acquired a participative loan receivable of approximately $8.7 million (denominated in Euros) from Cdiz CF, with Sportech as the borrower, in exchange for 750,000 shares of Class A Common Stock and a deferred cash payment of $1 million.
• The company repaid its $488,664 stockholder loan from Sportech in full during the third quarter of 2025.
• Plans are underway for 'Sportech City,' a multi-purpose event center in Puerto de Santa Maria, Spain, with an estimated total funding requirement of €285 million (approximately $334.1 million) and construction scheduled from 2026 to 2030.
• As of September 30, 2025, the company had a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839, raising substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 3

Explanation: The sentiment is largely negative due to significant net losses, a substantial working capital deficit, and explicit 'going concern' doubt. While the company has initiated revenue generation and secured some capital commitments, the scale of future funding required for its major projects, coupled with identified internal control weaknesses, presents considerable financial risk and uncertainty.

Positives

• Initiated revenue generation in 2025, reporting $877,669 for the nine months ended September 30, 2025, from HPT programs and stadium events.
• Successfully completed its Direct Listing on the Nasdaq Capital Market on October 31, 2025, providing access to public markets for capital.
• Secured a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million in equity financing, with $3 million in prepaid advances already committed/funded.
• Received significant capital contributions from majority stockholder Sportech, totaling $1,341,421 as of September 30, 2025, with a commitment for up to $10 million through 2027.
• Acquired a substantial loan receivable of approximately $8.7 million, strengthening the asset base.
• Fully repaid the stockholder loan of $488,664 from Sportech during Q3 2025, reducing related-party debt.
• The company is developing 'Sportech City,' a large-scale multi-purpose event center, hotel, and commercial area in Spain, indicating long-term strategic growth ambitions.

Negatives

• Reported a net loss of $1,410,286 for the nine months ended September 30, 2025, an increase from $885,064 in the prior year period.
• Incurred a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 as of September 30, 2025.
• Substantial doubt exists about the company's ability to continue as a going concern due to significant losses and capital requirements.
• Professional fees increased significantly to $1,193,841 for the nine months ended September 30, 2025, primarily due to Direct Listing preparations.
• The company does not currently have the required funding to develop the estimated €285 million Sportech City project.
• Material weaknesses were identified in internal control over financial reporting, indicating deficiencies in financial oversight.

Risks

• Ability to effectively operate business segments.
• Ability to manage research, development, expansion, growth, and operating expenses.
• Ability to evaluate and measure business, prospects, and performance metrics.
• Ability to compete, directly and indirectly, and succeed in a highly competitive and evolving industry.
• Ability to respond and adapt to changes in technology and customer behavior.
• Ability to protect intellectual property and to develop, maintain, and enhance a strong brand.
• Need for additional capital to fund the construction of Sportech City, which may not be available on acceptable terms, or at all.
• Failure by Sportech to comply with the terms of the Sportech Loan or the Contribution Agreement would negatively impact business and results of operations, including the ability to fund Sportech City.
• Substantial doubt about the company's ability to continue as a going concern for a period of one year after the financial statements are issued.
• Material weaknesses in internal control over financial reporting, including insufficient internal review and monitoring over the financial close and reporting process.

Future Outlook

The company plans to continue growing its revenue-generating activities, including expanding the HPT program globally and hosting more stadium events. A major strategic initiative is the development of 'Sportech City' in Spain, a multi-purpose event center, hotel, and commercial area, with construction anticipated from 2026 to 2030. The company expects to incur increased expenses as a public company and will rely on future debt and equity financings to fund its operations and the Sportech City project, which currently lacks the required funding.

Management Comments

• We expect to generate non-operating income in the form of interest income on cash and cash equivalents as well as the note receivable with Sportech.
• As a now publicly listed company, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
• Management has identified material weaknesses in our internal control over financial reporting, including deficiencies related to an insufficient internal review and monitoring over the financial close and reporting process.

Industry Context

Nomadar operates in the fragmented sports technology and event management industry, focusing on unique technological solutions and specific sports. Its association with Cdiz CF, a professional soccer club, and the 'Mgico Gonzlez' brand provides a strong regional and cultural connection, particularly in the ftbol (soccer) market. The planned 'Sportech City' project aims to create a comprehensive sports, entertainment, health, and technology hub, positioning the company to capitalize on the growing demand for integrated sports experiences and facilities. The company's strategy to expand its HPT program globally aligns with trends in youth athlete development and international sports academies.

Comparison to Industry Standards

• The filing does not provide specific industry benchmarks or comparable company data to assess results against global standards. However, the company's entry into revenue generation in 2025, while still incurring significant losses, is typical for early-stage growth companies in capital-intensive sectors like sports technology and large-scale real estate development.
• The planned 'Sportech City' project, with its estimated €285 million cost and multi-purpose design (stadium, hotel, convention center, commercial space), is ambitious and comparable in scope to other major sports and entertainment complex developments globally, such as the SoFi Stadium in Inglewood, California, or the Tottenham Hotspur Stadium in London, though on a smaller scale. Success will depend heavily on securing substantial external financing, a common challenge for such large-scale ventures.
• The High Performance Training (HPT) program, leveraging an association with a La Liga club (Cdiz CF), positions Nomadar in a competitive market for elite youth soccer development. Programs like IMG Academy in the U.S. or various European club academies offer similar comprehensive training, and Nomadar's ability to attract and retain athletes will be key to its growth.

Corporate Governance

Legal Proceedings

• As of the filing date, the company is not a party to any material litigation nor is it aware of any such threatened or pending litigation.

Related Party Transactions

• Nomadar is majority owned by Sport City Cdiz, S.L. (Sportech), which is in turn owned by Cdiz CF, also a shareholder of Nomadar.
• Acquired a participative loan receivable from Cdiz CF (borrower Sportech) with an outstanding principal balance of €6.8 million (approx. $7.9 million USD) in exchange for 750,000 shares of Class A Common Stock and a deferred cash payment of $1 million.
• Repaid a stockholder loan of $488,664 from Sportech in full during the third quarter of 2025.
• Sportech committed to provide up to $10 million in capital contributions through 2027, with $1,341,421 received as of September 30, 2025, and the full $2 million for 2025 funded by November 20, 2025.
• Entered into exclusive licensing agreements with Cdiz CF for the High Performance Training (HPT) program and the 'Mgico Gonzlez' brand, involving royalty payments.
• Entered into a Stadium Agreement with Cdiz CF for temporary, non-exclusive rights to use the Nuevo Mirandilla Stadium for events, with Nomadar assuming associated expenses.
• Entered into a Framework Agreement with Cdiz CF for technical training staff and integration of training methodologies.
• Entered into a land lease agreement and purchase option with Sportech on November 17, 2025, for the property intended for 'Sportech City' development.

Stakeholder Impact

• **Shareholders:** Face significant dilution risk from ongoing and planned equity raises (SEPA, Sportech contributions, participative loan conversion). The 'going concern' doubt and material weaknesses in internal controls pose substantial investment risk. However, the Nasdaq listing and strategic project plans offer long-term growth potential if successfully executed.
• **Employees:** The company's growth plans, particularly the Sportech City development and HPT program expansion, suggest potential for job creation and career opportunities. The adoption of an equity incentive plan aims to align employee interests.
• **Customers (Athletes/Event Coordinators):** Benefit from expanded HPT programs and new event opportunities at Mirandilla Stadium. The future Sportech City could offer enhanced facilities and services.
• **Suppliers/Creditors:** The 'going concern' doubt and working capital deficit indicate potential payment risks. However, capital raises and related-party support aim to mitigate immediate liquidity concerns.
• **Cdiz CF/Sportech (Related Parties):** Deeply intertwined with Nomadar's operations and financing. Their continued financial and operational support is critical for Nomadar's survival and growth, but also creates potential conflicts of interest.

Next Steps

• Continue to grow revenue-generating activities from the HPT program and stadium events.
• Obtain necessary equity or debt financing to continue operations and fund acquisition plans.
• Secure additional capital for the construction of Sportech City, estimated at €285 million, with construction scheduled to begin in 2026 and complete by 2030.
• Remediate identified material weaknesses in internal control over financial reporting.
• Launch the 'Mgico Gonzlez' brand in the U.S. in the fourth quarter of 2025, with e-commerce offerings.

Key Dates

Recommendation

Despite recent revenue generation and capital commitments, Nomadar Corp. faces severe financial challenges, including a substantial net loss, significant working capital deficit, and explicit 'going concern' doubt. The company's ambitious 'Sportech City' project lacks the required funding, and identified material weaknesses in internal controls raise concerns about financial oversight. While the Nasdaq listing and strategic vision offer long-term potential, the immediate and pronounced risks, coupled with heavy reliance on related-party financing and future capital raises, make the stock a high-risk investment. A seasoned investor would likely view the current financial instability and operational risks as outweighing the speculative growth prospects, warranting a 'sell' recommendation to avoid further potential losses until a clearer path to profitability and financial stability is demonstrated.

Keywords

Sports Technology, SEC Filing, 10-Q, Nomadar Corp, NOMA, Financial Results, Nasdaq Listing, Capital Raise, Sportech City, High Performance Training, Stadium Events, Convertible Notes, Going Concern, Related Party Transactions, Corporate Governance, Risk Factors