S-1: Nomadar S-1: Capital Raise Fuels Spain Sports City Vision

Nomadar Corp. files an S-1 registration statement for the resale of up to 6,666,667 shares, aiming to raise up to $30 million through a Standby Equity Purchase Agreement to fund its ambitious Sportech City development and global sports initiatives.

Summary

• Nomadar Corp., the innovation arm of Cdiz CF, is pursuing four business verticals: a multi-purpose event center (Sportech City), a High Performance Training (HPT) program, the Mgico Gonzlez brand, and future soccer academies.
• The company was incorporated in August 2023 and began generating revenue in 2025 from commercial contracts and purchase orders.
• Nomadar completed its direct listing on the Nasdaq Capital Market under the symbol NOMA on October 31, 2025.
• A Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. (Yorkville) allows Nomadar to sell up to $30 million of its Class A Common Stock over 36 months, with Yorkville also providing $3 million in convertible promissory notes.
• Sportech City, a planned 110,000 m² facility in Cdiz, Spain, will feature a 40,000-seat venue, hotel, convention center, sports clinic, and commercial spaces, with construction scheduled from 2026 to 2030.
• The total funding required for Sportech City is estimated at €285 million (approximately $334.1 million), which the company currently lacks.
• The HPT program, licensed from Cdiz CF, has historically enrolled approximately 700 athletes and expanded in 2025 to include new in-person clients in Cdiz, Spain.
• Nomadar holds exclusive rights outside of Spain to commercialize the Mgico Gonzlez brand, with a U.S. e-commerce launch planned for Q4 2025.
• For the nine months ended September 30, 2025, Nomadar reported revenue of $877,669 and a net loss of $1,410,286.
• As of September 30, 2025, the company had $64,540 in cash and a working capital deficit of $4,171,735, with an accumulated deficit of $2,822,839, raising substantial doubt about its ability to continue as a going concern.
• Sportech, the majority shareholder, has committed to provide up to $10 million in funding for 2025-2027, with approximately $2.26 million contributed in 2025.

Sentiment

Score: 3

Explanation: The company is in a very early stage with significant losses and a going concern warning, indicating high financial risk. While it has ambitious plans and some funding commitments, the execution risk for its large-scale projects and the reliance on related-party funding are substantial. The dilution potential from the SEPA and convertible notes also weighs on sentiment.

Positives

• Secured a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million in equity financing, providing a potential source of capital.
• Received $3 million in pre-paid advances from Yorkville via convertible promissory notes, with $1 million funded by July 2, 2025, and $2 million funded on November 4, 2025.
• Sportech, the majority shareholder, committed to provide up to $10 million in funding for 2025-2027, with $2.26 million already contributed in 2025.
• Successfully completed a direct listing on the Nasdaq Capital Market under the symbol NOMA on October 31, 2025.
• Generated revenue of $877,669 for the nine months ended September 30, 2025, primarily from HPT programs and stadium events, indicating initial operational activity.
• Entered into a 10-year Stadium Agreement with Cdiz CF for temporary, non-exclusive use of Mirandilla Stadium for events, offering a new revenue stream.
• Secured exclusive 20-year license agreements with Cdiz CF for the High Performance Training (HPT) program and the Mgico Gonzlez brand (outside Spain), leveraging an established soccer legacy.
• Plans for Sportech City in Cdiz, Spain, include a multi-purpose event center, hotel, sports clinic, and commercial spaces, aiming to create a significant regional hub for sports, entertainment, and technology.
• Strategic timing of business initiatives aligns with upcoming major soccer events (Mens World Cups in US/Canada and Spain, Womens World Cup in US/Mexico, Summer Olympics in LA), potentially boosting brand engagement.
• The HPT program has a track record of approximately 700 enrolled athletes since 2022, with graduates playing for reputable La Liga clubs.

Negatives

• Reported a net loss of $1,410,286 for the nine months ended September 30, 2025, and an accumulated deficit of $2,822,839, indicating a history of losses.
• Had only $64,540 in cash and a working capital deficit of $4,171,735 as of September 30, 2025, raising substantial doubt about the ability to continue as a going concern.
• The company does not currently have the required funding of approximately $334.1 million (€285 million) to develop Sportech City.
• Heavy reliance on financial and operational support from Sportech, with no guarantee of continued funding or favorable terms in future agreements.
• Cdiz CF, the ultimate parent, was relegated from Primera Divisin to Segunda Divisin in May 2024, which could negatively impact Nomadar's business due to its dependence on the team's performance and popularity.
• The specific payment terms for services under the Framework Agreement with Cdiz CF are not yet known, creating revenue uncertainty.
• The company is not a party to the urban development agreement for Sportech City land and is reliant on Sportech for access and rights to the property.
• Significant competition in all proposed business verticals, including health and fitness, sports merchandise, and event hosting, from larger, more established entities.
• The SEPA terms allow Yorkville to convert notes into shares at a variable price (95% of lowest daily VWAP over 10 days, with a $1.60 floor), potentially leading to significant dilution for existing shareholders.
• The company is an emerging growth company and smaller reporting company, which may make its Common Stock less attractive to some investors due to reduced disclosure requirements.

Risks

• Limited 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.
• Dependent upon the performance and popularity of the Cdiz CF mens first team, and 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 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 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 is speculative and will expose to risks associated with international sales and operations.
• Fans attending professional soccer games risk personal injury or accident, which could subject to personal injury or other claims and could 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 to enroll in programs utilizing the Nomadar HPT, or failure to onboard partner organizations, may have a material adverse impact.
• Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, resulting in decreased operating margins, reduced cash flows and harm to business.
• Value of brand and sales of products could be diminished if associated with negative publicity.
• If technology-based systems for online shopping or interaction do not function effectively, operating results and ability to grow digital commerce could be materially adversely affected.
• 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 market price to decline and result in dilution.
• Controlled company status allows reliance on exemptions from corporate governance requirements, which could adversely affect holders of Common Stock.
• Dilution by future issuances of preferred stock or additional Common Stock in connection with SEPA, incentive plans, acquisitions or otherwise.
• No current plans to pay cash dividends, so return on investment depends solely on stock price appreciation.
• 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 of stock and can exert significant control.
• Provisions of certificate of incorporation and bylaws may delay or prevent a take-over.
• Exclusive forum provision in certificate of incorporation could limit stockholders' ability to obtain a favorable judicial forum.
• Reports published by analysts, including projections that differ from actual results, could adversely affect price and trading volume.
• Obligations associated with being a public company require significant resources and management attention.
• May not be able to maintain a listing of Common Stock on Nasdaq.
• Not possible to predict the actual number of shares sold under the SEPA or gross proceeds; may not have access to the full amount available.
• Investors who buy shares at different times will likely pay different prices.
• Management team will have broad discretion over the use of net proceeds from SEPA sales.
• Pursuing alternatives to obtain additional funding and avoid delisting could change the nature of business and investment or cause SEPA termination.

Future Outlook

The company anticipates continued significant costs for financing and acquisition plans, expecting to incur increased expenses as a public company. It plans to generate non-operating income from interest on cash and the note receivable with Sportech. Construction of Sportech City is scheduled to begin in 2026 and be completed by 2030, contingent on securing substantial funding. The Nomadar HPT program intends to expand globally, including online subscriptions, and the Mgico Gonzlez brand is set to launch U.S. e-commerce offerings in Q4 2025. The company aims to pursue equity financings and external debt starting in 2027 to meet Sportech City's capital requirements.

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 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."
• "Management believes there is substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that the financial statements were issued."
• "We plan to address this uncertainty by obtaining funding from Sportech, and in the future, from debt and equity financings."
• "We believe our current Board’s leadership structure enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders."

Industry Context

Nomadar operates in the rapidly growing global sports market, which saw over 50% revenue growth in the last decade, with soccer comprising 34% of total sports IP revenue. The company's multi-purpose event center in Cdiz, Spain, aims to capitalize on Spain's strong tourism sector, including MICE (Meetings, Incentives, Conferences, and Exhibitions) tourism, which is projected to reach $1.3 trillion globally by 2028. The focus on youth soccer development through the HPT program aligns with global trends in sports education, while the Mgico Gonzlez brand leverages the enduring appeal of global soccer stars, particularly in Latin American and U.S. markets with significant Latino populations. The company faces intense competition from established sports and entertainment entities, as well as other soccer academies and merchandise brands.

Comparison to Industry Standards

• The planned Sportech City, with a 40,000-seat venue and extensive facilities, aims to compete with major multi-purpose event centers globally, such as the Las Vegas Sphere, by integrating technology and sustainability.
• The High Performance Training (HPT) program, leveraging Cdiz CF's academy, competes with renowned soccer academies like IMG Academy (U.S.), Red Bull Athlete Development Program (U.S.), La Masia (FC Barcelona, Spain), Chelsea Football Academy (UK), and Aspire Academy (Qatar). Its track record of graduates playing in La Liga clubs like Sevilla Atl and Villarreal CF suggests a competitive training quality.
• The Mgico Gonzlez e-commerce brand will compete with established sports lifestyle brands such as Adidas, Nike, CR7 (Cristiano Ronaldo's brand), and Umbro, as well as new market entrants, by focusing on cultural heritage and fan loyalty in specific geographic markets like the U.S. and Latin America.
• The company's financial position, with limited revenue and significant losses since inception, and a working capital deficit of over $4 million, is typical of an early-stage startup in a capital-intensive industry, but raises substantial doubt about its going concern ability, which is a critical concern compared to more mature industry players.

Management Changes

Corporate Governance

Legal Proceedings

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

Related Party Transactions

• **Sportech Loan:** Entered into an unsecured loan agreement with Sportech in September 2023 (amended January 2024) for up to $1 million at 4.19% APR, due December 31, 2029. Fully repaid as of September 30, 2025.
• **Stock Surrender Agreement:** On July 31, 2024, Sportech surrendered 15,093,132 shares of Common Stock for no value, which were cancelled, to effect a recapitalization.
• **Mgico Gonzlez License Agreement:** On August 6, 2024, entered into an exclusive 20-year license agreement with Cdiz CF to commercialize the Mgico Gonzlez brand outside of Spain, in exchange for 15% of net sales. Cdiz CF can terminate if Nomadar fails Nasdaq listing standards.
• **HPT License Agreement:** On August 6, 2024, entered into an exclusive 20-year license agreement with Cdiz CF to commercialize the Nomadar HPT worldwide, in exchange for 15% of net sales. Cdiz CF can terminate if Nomadar fails Nasdaq listing standards.
• **Stadium Agreement:** On October 30, 2024, entered into a 10-year agreement with Cdiz CF for temporary, non-exclusive rights to use Mirandilla Stadium for events. Nomadar assumes all necessary expenses for stadium exploitation and reimburses Cdiz CF for related legal/administrative costs. No fixed minimum recurring payments.
• **Capital Contribution Agreement:** In November 2024 (amended June 2025), Sportech agreed to provide up to $10 million to fund operations in 2025 ($2M), 2026 ($6M), and 2027 ($2M), conditioned on Nasdaq listing. Approximately $2.26 million was contributed in 2025, for which 260,433 shares were issued to Sportech on November 20, 2025, at $8.68 per share.
• **Framework Agreement:** On January 10, 2025, entered into a 3-year agreement with Cdiz CF for technical training staff, player accommodation, and integration of training methodologies. Specific payment terms for services are to be determined by future invoices.
• **Assignment Agreement (Participative Loan):** On June 12, 2025, Cdiz CF assigned a participative loan agreement to Nomadar, making Nomadar the new lender and Sportech the borrower. The loan had an outstanding principal of €6.8 million (~$7.9 million USD) due February 23, 2027, with 3% fixed interest plus 1.5% of Sportech's EBITDA. In exchange, Nomadar issued 750,000 shares of Class A Common Stock to Cdiz CF and agreed to pay $1 million within 24 months.
• **Lease Agreement and Purchase Option:** On November 17, 2025, entered into a 3-year land lease agreement with Sportech (with a 2-year extension option) for the Sportech City property in Puerto de Santa Maria, Spain. Nomadar has an exclusive option to purchase the property at €29.178 per m².

Stakeholder Impact

• **Shareholders:** Potential for significant dilution due to future equity issuances under the SEPA and the 2025 Omnibus Equity Incentive Plan. The company's controlled company status means majority shareholders (Sportech and Cdiz CF) can control key decisions, potentially limiting influence of minority shareholders. Lack of dividends means returns depend on stock price appreciation.
• **Employees:** The company plans to hire additional employees in Spain and the U.S. to support Sportech City and business expansion, creating new job opportunities. The 2025 Omnibus Equity Incentive Plan aims to attract and retain talent.
• **Customers (HPT Athletes & Families):** Benefit from access to elite soccer training programs and facilities, with potential for international exposure and development. The expansion of online offerings could increase accessibility.
• **Customers (Event Attendees/Tourists):** Sportech City aims to provide a world-class venue for concerts, sporting events, and MICE tourism, enhancing entertainment and hospitality options in the Cdiz region.
• **Suppliers/Vendors:** Construction of Sportech City will create demand for building materials, labor, and services, benefiting local and international suppliers. Event coordinators and other third-party service providers will be engaged for stadium events.
• **Creditors:** The company has existing and planned indebtedness, including convertible notes and a participative loan. Its going concern risk and reliance on future financing could impact its ability to service debt.
• **Cdiz CF (Parent Club):** Benefits from royalty payments from Nomadar's HPT and Mgico Gonzlez brand licenses, as well as potential revenue from stadium events. Its performance directly impacts Nomadar's business.
• **Local Economy (Cdiz, Spain):** Sportech City is projected to create significant employment opportunities (2,800 construction jobs, 870 operational jobs for the event center alone) and attract investment, boosting the region's industrial and business development, tourism, and job market.

Next Steps

• Continue to raise additional capital through debt and equity financings to support operations and the Sportech City development.
• Begin construction of Sportech City in Cdiz, Spain, in 2026, with anticipated completion by 2030.
• Launch the Mgico Gonzlez brand e-commerce offerings in the U.S. in the fourth quarter of 2025.
• Expand the Nomadar HPT program globally, including the rollout of a digital/remote offering in Q3 2025.
• Negotiate specific payment terms for services under the Framework Agreement with Cdiz CF.
• Onboard additional personnel in Spain and the United States to advance Sportech City and business operations.
• Obtain necessary regulatory and legal approvals for the development of the sports clinic within Sportech City.
• Evaluate and potentially enter into agreements to operate soccer academies in the United States and Europe.

Key Dates

Recommendation

Nomadar Corp. presents a highly speculative investment opportunity. While the company has ambitious plans for a multi-purpose event center (Sportech City) and is leveraging its connection to Cdiz CF for sports training and branding, it is in a very early stage of development. The significant net losses, substantial working capital deficit, and explicit 'going concern' warning indicate high financial risk. The company's ability to execute its large-scale projects, particularly Sportech City, is entirely dependent on securing substantial future funding, which is not assured. The Standby Equity Purchase Agreement (SEPA) and Sportech's capital commitment provide some capital, but also introduce potential for significant dilution. The stock's recent listing on Nasdaq and the strategic timing with major soccer events offer potential upside, but this is heavily outweighed by the operational and financial uncertainties. A 'hold' recommendation is appropriate for investors who are already exposed to the stock and are willing to tolerate extreme risk for potential long-term growth, provided they closely monitor the company's ability to secure financing, manage its cash burn, and execute its complex development plans. New investors should approach with extreme caution due to the high risk profile and consider waiting for clearer signs of financial stability and project execution.

Keywords

Sports Technology, Soccer, SEC Filing, S-1, Capital Raise, Standby Equity Purchase Agreement, Sportech City, High Performance Training, Mgico Gonzlez, Nasdaq, Cdiz CF, Real Estate Development, Event Center, Youth Sports, E-commerce, Convertible Notes, Going Concern, Dilution, Spain, Financial Reporting