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Nomadar Corp. has filed an S-1 to register the resale of up to 6,666,667 shares of its Class A Common Stock that may be issued to Yorkville under a $30 million standby equity purchase agreement (SEPA). These shares may be sold from time to time by YA II PN, Ltd. (Yorkville), the selling stockholder. Nomadar is not selling shares in this prospectus and will not receive proceeds from Yorkville’s resales, but could receive up to $30 million in gross proceeds from selling stock to Yorkville under the SEPA at 95% of the lowest VWAP over a three-day pricing period. Common Stock outstanding was 12,673,401 shares before this offering and would be 19,340,068 shares assuming Nomadar issues the full 6,666,667 shares under the SEPA. The company is an emerging growth and smaller reporting company focused on sports-, health- and technology-related ventures tied to Spanish club Cádiz CF, including the large Sportech City project, and discloses substantial doubt about its ability to continue as a going concern given a $64,540 cash balance, a $4,171,735 working capital deficit and an accumulated deficit of $2,822,839 as of September 30, 2025.
Nomadar Corp. (NOMA) reported its first operating revenue but remains highly early-stage and loss-making. Revenue reached $378,099 for the quarter and $877,669 for the nine months ended September 30, 2025, all from its high performance training program and stadium events, compared with no revenue in the prior-year periods.
The company posted a net loss of $496,209 for the quarter and $1,410,286 year-to-date, and had cash of $64,540, total assets of $10.5 million and a working capital deficit of $4.17 million. A large related-party loan receivable of $8.63 million and a $1.52 million deposit with its majority owner dominate the balance sheet. Nomadar flags “substantial doubt” about its ability to continue as a going concern and is relying on a $10 million capital contribution agreement with Sportech and a $30 million standby equity purchase agreement and $1.0 million of Yorkville convertible notes to fund operations, alongside its recent direct listing.
Nomadar Corp. reported that on November 17, 2025 it entered into a land lease agreement and purchase option with Sport City Cádiz S.L. for a property in Puerto de Santa Maria, Spain. The lease runs for an initial three-year term and may be extended for an additional two years by mutual agreement.
Nomadar will pay an annual rent of €144,000 (approximately $166,939), in monthly installments of €12,000 (approximately $13,912), with rent updated each year based on the Consumer Price Index. The company has an exclusive option to buy all or at least 100,000 m² of the property at €29.178 per m², with rent paid credited against the purchase price. The agreement was unanimously approved by Nomadar’s audit committee under its related party transactions policy.
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