8-K: Nomadar Secures Land for Spain Event Center

Nomadar Corp. has entered a five-year land lease with a purchase option for a 291,433 sqm plot in southern Spain to develop its Multipurpose Event Center.

Summary

• Nomadar Corp. entered into a Land Lease Agreement and Purchase Option with Sport City Cdiz S.L. for a plot of land in Puerto de Santa Maria, Spain.
• The agreement covers an initial three-year lease term, extendable for an additional two years, starting November 17, 2025.
• Annual rent is 144,000 EUR (approximately $166,939 USD), plus VAT, payable in monthly installments of 12,000 EUR (approximately $13,912 USD), subject to annual CPI updates.
• Nomadar has an exclusive option to purchase the entire 291,433 sqm property or a minimum of 100,000 sqm at a price of 29.17 EUR (approximately $34 USD) per m2.
• All rent payments made during the lease term will be deducted from the final purchase price if the option is exercised.
• The land is designated for the Nomadar Multipurpose Event Center, a key component of the planned 291,000 sqm Sportech City project, following the urban development plan approval on November 7, 2025.
• Sport City Cdiz S.L. is a related party, being the major shareholder of Nomadar Corp., and the agreement was unanimously approved by Nomadar's audit committee.

Sentiment

Score: 7

Explanation: The filing details a significant strategic step forward for Nomadar Corp. by securing land for a major development project, backed by urban planning approval. The lease with a purchase option provides flexibility and control. However, the project's success still depends on further development, obtaining licenses, and the transformation of rural land, which introduces some execution risk.

Positives

• Secured control of a significant plot of land (291,433 sqm) in a strategic location in southern Spain for a major development project.
• The lease agreement includes a purchase option, providing flexibility and a clear path to ownership, with rent payments contributing to the purchase price.
• Final approval of the project's urban development plan by the City Council of El Puerto de Santa María on November 7, 2025, removes a significant regulatory hurdle.
• The planned Multipurpose Event Center is envisioned as a world-class destination, integrating sports, culture, and technology, aligning with Nomadar's long-term strategy.
• The project reinforces Nomadar's connection with Cdiz CF, a historic La Liga soccer club, merging professional sports management with innovative real estate and entertainment concepts.

Negatives

• The land currently has a rural consideration, and its transformation into urban land for economic activities depends on a "Specific Modification" being processed by the Landlord, which involves third parties and has no specific completion term.
• The Tenant (Nomadar) is responsible for obtaining all necessary works licenses and authorizations at its own cost and responsibility.
• The agreement includes a penalty clause for early termination attributable to the Tenant, requiring payment of all remaining rent until the end of the Term.
• The transfer of the Plot is subject to VAT and Transfer Tax and Stamp Tax (AJD) at a rate of 1.2% of the real estate transfer value.

Risks

• Actual results may vary materially from forward-looking statements due to inherent risks and uncertainties.
• Assumptions underlying management's projections may prove incorrect.
• New factors may emerge that management cannot predict, impacting business results.
• The Specific Modification of the Master Plan to transform the rural plot into urban land for economic activities depends on third parties and has no agreed specific term for completion, which could delay development.
• The ability of either Sportech or Nomadar to develop the Property is subject to risks and uncertainties.
• Nomadar is responsible for obtaining all necessary works licenses and authorizations, which could face unforeseen challenges or delays.

Future Outlook

Management expects the lease agreement to enable Nomadar to move forward with the development process for the Multipurpose Event Center, which is a critical component of the Sportech City real estate development project. The company aims to create a global hub where sports, culture, and technology converge, serving as a bridge between Europe and the United States for international sporting events, concerts, exhibitions, and corporate gatherings. The project is seen as a key milestone in Nomadar's expansion roadmap and a transformation of strategic partnerships into concrete assets.

Management Comments

• "This agreement represents another important step in the realization of the Nomadar Multipurpose Event Center and a tangible demonstration of our commitment to execute this transformative large-scale development." Rafael Contreras, Executive Chairman.
• "Our goal is to create a global hub where sports, culture, and technology converge." Rafael Contreras, Executive Chairman.
• "The lease agreement provides us with full control of the land, enabling us to move forward as the driving force of the development process for this critical component of the Sportech City real estate development project." Joaquin Martin, Chief Communications and Investor Relations Officer.
• "It is a key milestone in our expansion roadmap, and an example of how Nomadar continues to transform strategic partnerships into concrete assets." Joaquin Martin, Chief Communications and Investor Relations Officer.

Industry Context

This announcement positions Nomadar Corp. as a significant player in the convergence of sports, tourism, technology, and real estate development, particularly in Southern Europe. The development of a large-scale multipurpose event center aligns with global trends of creating integrated entertainment and sports complexes that attract international events and tourism. The strategic link to Cdiz CF, a La Liga soccer club, provides a unique competitive advantage by leveraging established sports brands and fan bases to drive engagement and attendance, differentiating it from pure real estate or event management companies. This project taps into the growing demand for experiential tourism and high-tech sports facilities.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Nomadar Corp. entered into a Land Lease Agreement and Purchase Option with Sport City Cdiz S.L., which is the major shareholder of Nomadar Corp.

Stakeholder Impact

• Shareholders: Potential for long-term value creation through the development of a significant asset and strategic project, but also exposure to development risks and initial operational costs.
• Employees: Potential for new job creation in Spain related to the development, construction, and operation of the event center.
• Customers/Users: Future beneficiaries of a world-class multipurpose event center for sports, concerts, exhibitions, and corporate gatherings in southern Spain.
• Local Community (El Puerto de Santa María): Economic benefits from construction, tourism, and event-related activities; potential for urban development and increased local profile.
• Sport City Cdiz S.L. (Landlord/Major Shareholder): Benefits from lease payments, potential sale of the land, and the strategic development of an asset in which it has a significant interest.

Next Steps

• Landlord (Sport City Cdiz S.L.) to complete the Specific Modification of the Master Plan to transform the Plot into urban land and execute relevant urbanization works.
• Tenant (Nomadar Corp.) to collaborate with the Landlord on urbanization matters.
• Tenant (Nomadar Corp.) to apply for and obtain necessary works licenses and authorizations for the construction of an event center.
• Tenant (Nomadar Corp.) to decide on exercising the purchase option within the agreed term.
• If the purchase option is exercised, the Parties will formalize the transfer of the Plot through a sale and purchase deed.

Key Dates

Recommendation

The filing details a significant strategic step forward for Nomadar Corp. by securing land and urban planning approval for a major development project. This is a positive development for the company's long-term strategy. However, the project is still in its early stages, with substantial development, licensing, and construction work ahead, and the land's transformation from rural to urban status is dependent on the landlord and third parties. While the purchase option provides flexibility, the immediate financial impact and timeline for revenue generation are not yet clear. Given the long-term nature of the project and the remaining execution risks, a 'hold' recommendation is appropriate for investors to monitor progress and further clarity on development milestones and financial projections.

Keywords

Nomadar Corp, NOMA, Sportech City, Multipurpose Event Center, Spain real estate, Land lease, Purchase option, Sports tourism, Event venue development, Cadiz CF, SEC filing, Corporate update, Andalusia development