false
0001994214
0001994214
2026-03-05
2026-03-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2026 (February 27, 2026)
NOMADAR
CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42924 |
|
99-3383359 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5015
Highway 59 N
Marshall,
Texas 75670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (323) 672-4566
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.000001 per share |
|
NOMA |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
Private
Placement
On
February 27, 2026, Nomadar Corp., a Delaware corporation (the “Company”) entered into a subscription agreement (the
“Subscription Agreement”) with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to
purchase, and the Company agreed to sell, up to $5,405,417 of the Company’s class A common stock, par value $0.00001 per share
(the “Common Stock”), in one or more closings, at a price per share equal to $3.65 (the “Per Share Purchase Price”),
representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches (the “Offering”). On March
3, 2026, the Company closed the first tranche of the Offering, and issued 584,969 shares of Common Stock to the investor at the
Per Share Purchase Price. The second and third tranches of the Offering are scheduled to close on March 31, 2026 and April 30, 2026,
respectively. The securities sold in connection with the Offering were sold, and the Company intends to sell additional securities
in subsequent tranches in connection with the Offering, under the exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as a
transaction by an issuer not involving any public offering.
A
form of the Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the
form of the Subscription Agreement.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K under the heading “Private Placement” is incorporated
by reference into this Item 3.02.
Forward
Looking Statements
This
Current Report on Form 8-K include “forward-looking statements” within the meaning of U.S. federal securities laws. These
forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This
forward-looking information relates to future events or future performance of Nomadar including but not limited to the closing of subsequent
tranches of the Company’s private placement offering. Such forward-looking statements reflect management’s current beliefs
and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology
such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”,
“aim”, “seek”, “is/are likely to”, “believe”, “estimate”, “predict”,
“potential”, “continue” or the negative of these terms or other comparable terminology intended to identify forward-looking
statements. Forward-looking statements are based on certain assumptions and analyses made by the management of Nomadar in light of its
experience and understanding of historical trends and current conditions and other factors management believes are appropriate to consider,
which are subject to risks and uncertainties. Although Nomadar’s management believes that the assumptions underlying these statements
are reasonable, they may prove to be incorrect, and actual results may vary materially from the forward-looking information presented.
Given these risks and uncertainties underlying the assumptions made, prospective purchasers of Nomadar’s securities should not
place undue reliance on these forward-looking statements. Further, any forward-looking statement speaks only as of the date on which
such statement is made, and, except as required by applicable law, Nomadar undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the
impact of each such factor on Nomadar’s business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statement. Potential investors should read this document with
the understanding that Nomadar’s actual future results may be materially different from what is currently anticipated. The Company
cautions investors that actual results may differ materially from those anticipated and encourages investors to review other factors
that may affect its future results in the Registration Statement and other filings with the SEC, available at www.sec.gov.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Subscription Agreement |
| 104 |
|
Cover
Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Nomadar
Corp. |
| Date:
March 5, 2026 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
