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  4. [8-K] Nomadar Corp. Reports Material Event

Nomadar Corp. reported $922K in revenue and a $2.8M net loss for fiscal 2025. See the full NOMA financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

Nomadar reorg aims to make it Cádiz CF parent

Nomadar Corp. (NOMA) reports that the board of Cádiz Club de Fútbol, S.A.D.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nomadar Corp. (NOMA) reports that the board of Cádiz Club de Fútbol, S.A.D. (Cadiz CF), the Spanish parent of its direct parent Sport City Cádiz, S.L.U., approved calling a shareholder meeting and filed a reverse financial partial spin-off project in Spain. Under this spin-off, Cadiz CF would transfer all its equity in Sport City to Sport City, and Sport City’s equity would be allocated to Cadiz CF shareholders.

This spin-off is the first step in a broader Reorganization intended to position Nomadar as the parent company of Cadiz CF. The plan contemplates Cadiz CF shareholders contributing their Cadiz CF shares to Sport City for new Sport City equity, followed by Sport City contributing its Cadiz CF shares to Nomadar in exchange for newly issued Nomadar common stock. Completion of each phase, including any share issuance, is subject to corporate and, where applicable, stockholder approvals and other conditions, and there is expressly no assurance the transactions will be completed. The Cadiz CF shareholder vote on the spin-off is expected on or about September 30, 2026.

Positive

  • Planned elevation to group parent of Cádiz CF could reposition Nomadar Corp. as the majority owner of a professional football club, potentially enhancing its strategic profile if the multi-step Reorganization is completed as described.

Negative

  • Reorganization completion and dilution risks: Nomadar states there is no assurance the Reorganization or Exchange will be completed, and highlights that any issuance of Common Stock in the Exchange could result in dilution to existing stockholders.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board approval date for Spin-Off Project August 19, 2026 Date Cádiz CF’s board approved calling the shareholder meeting and filed the Spin-Off Project
Expected Cádiz CF shareholder meeting date On or about September 30, 2026 Target timing for shareholders to vote on the reverse financial partial spin-off
Par value of Nomadar common stock $0.000001 per share Par value of Nomadar Corp.’s common stock referenced for newly issued shares in the Exchange
Commission File Number 001-42924 Nomadar Corp.’s Securities Exchange Act registration file number
Exhibit 104 Cover Page Interactive Data File Inline XBRL cover page tags embedded within the document
reverse financial partial spin-off financial
"to approve a common project of reverse financial partial spin-off"
universal succession regulatory
"transfer all of its equity interests in Sport City to Sport City by universal succession"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Inline XBRL technical
"Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What corporate reorganization involving NOMA was announced?
Nomadar Corp. disclosed a multi-step Reorganization under which a reverse financial partial spin-off and subsequent share contributions are intended to result in Nomadar becoming the parent company of Cádiz Club de Fútbol, S.A.D., subject to multiple approvals and conditions.

How would NOMA become the parent company of Cádiz CF?
After the reverse financial partial spin-off, Cádiz CF shareholders are expected to contribute their Cádiz CF shares to Sport City for new Sport City equity, and then Sport City would contribute its Cádiz CF shares to Nomadar in exchange for newly issued Nomadar common stock.

Will NOMA issue new shares in this Reorganization?
The Reorganization contemplates that Sport City would receive newly issued shares of Nomadar common stock in exchange for contributing its Cádiz CF shares to Nomadar, which could result in dilution to existing Nomadar stockholders if the Exchange occurs.

Is the NOMA–Cádiz CF Reorganization guaranteed to occur?
No. Nomadar explicitly states that no assurance can be given that the Reorganization, the Exchange, or any phase will be completed on the described terms or at all, citing required approvals, conditions, and other risks and uncertainties.

What are the main risks NOMA cites regarding the Reorganization?
Nomadar cites risks including the ability to complete all phases of the Reorganization, realize anticipated benefits, obtain corporate, stockholder, and regulatory approvals, potential dilution from issuing common stock, changes in laws or regulations, and general economic and market conditions.

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false 0001994214 0001994214 2026-08-19 2026-08-19 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): August 19, 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)

  

(IRS Employer

Identification No.)

 

5015 Highway 59 N

Marshall, Texas 75670

(Address of principal executive offices, including Zip Code)

 

(323) 672-4566

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 (§12.02 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 8.01 Other Events.

 

On August 19, 2026, the board of directors of Cádiz Club de Fútbol, S.A.D. (“Cádiz CF”), a Spanish sports public limited company (sociedad anónima deportiva) and parent company of Sport City Cádiz, S.L.U. (“Sport City”), a Spanish limited liability company and the direct parent company and controlling shareholder of Nomadar Corp., a Delaware corporation (the “Company”), approved the calling of the Shareholder meeting of Cadiz CF to approve a common project of reverse financial partial spin-off (the “Spin-Off Project”) and filed the Spin-Off Project with the Commercial Registry of Spain. The Spin-Off Project contemplates a reverse financial partial spin-off of Cádiz CF, pursuant to which Cádiz CF would transfer all of its equity interests in Sport City to Sport City by universal succession, and Sport City’s equity interests would be allocated to the shareholders of Cádiz CF in proportion to their respective shareholdings. The spin-off is the initial phase of a broader corporate reorganization (the “Reorganization”) of the group currently headed by Cádiz CF, the ultimate objective of which is to position the Company as the parent company of Cádiz CF.

 

Following the spin-off, the Reorganization contemplates that the shareholders of Cádiz CF would contribute their shares of Cádiz CF to Sport City in exchange for newly issued equity interests of Sport City, and that Sport City would thereafter contribute its shares of Cádiz CF to the Company in exchange (the “Exchange”) for newly issued shares of the Company’s common stock, par value $0.000001 per share (the “Common Stock”). Any such contribution to the Company would be subject to approval by the Company’s Board of Directors and, if required, the stockholders of the Company. Following the completion of these transactions, the Cádiz CF professional football club based in Cádiz, Andalusia would be majority owned by the Company. No assurance can be given that the Reorganization, the Exchange, or any phase thereof, will be completed on the terms described above or at all. The Spin-Off Project as filed with the Commercial Registry of Spain does not specify the value ascribed to Cádiz CF or the number of shares of Common Stock to be issued in the Exchange.

 

The spin-off is expected to be submitted for approval by the shareholders of Cádiz CF during the general shareholders’ meeting of Cádiz CF on or about September 30, 2026.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report, including, without limitation, statements regarding the expected completion of the Reorganization and its various phases, the anticipated benefits of the Reorganization, the Company’s plans and objectives regarding its corporate structure, the potential issuance of shares of Common Stock in connection with the Reorganization, and the Company’s business strategy, plans, and objectives, are forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks, and changes in circumstances that are difficult to predict.

 

Forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or the negative of these terms or other comparable terminology. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including but not limited to: the ability to successfully complete the Reorganization and its various phases; the ability to realize the anticipated benefits of the Reorganization; the ability to obtain any required corporate, stockholder, regulatory, or other approvals and satisfy other conditions to the Reorganization; risks related to the Company’s plans and objectives regarding its corporate structure; the potential issuance of shares of Common Stock in connection with the Reorganization and the resulting dilution to existing stockholders; changes in applicable laws or regulations; general economic and market conditions; and other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission.

 

The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake, and specifically disclaims, any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur, except as required by applicable law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
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: August 26, 2026 By: /s/ Rafael Contreras
  Name: Rafael Contreras
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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