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Nomadar (NASDAQ: NOMA) accelerates JP Financial Arena land consolidation in Spain

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Rhea-AI Filing Summary

Nomadar Corp. has exercised its purchase option to acquire the remaining 161,433 square meters of land in Puerto de Santa María, Spain for €4,709,000.61, plus applicable taxes and costs. The company must complete payment within 90 business days from the purchase option date.

This land will complete the footprint for Nomadar’s planned JP Financial Arena development in Cádiz, advancing its long-term international sports and entertainment infrastructure strategy. A press release further highlights that consolidating the full site accelerates the original acquisition timeline by several years.

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Insights

Nomadar secures full JP Financial Arena land footprint on an accelerated timeline.

Nomadar has exercised a purchase option to acquire the remaining 161,433 square meters for €4,709,000.61, finalizing land control for the JP Financial Arena project in Cádiz. This moves the site from a staged lease-and-option framework toward outright ownership of the full development footprint.

The company indicates this accelerates its prior three-to-five-year timetable by several years, with payment due within 90 business days of the option. While no project-level returns or financing details are disclosed here, full land consolidation is a prerequisite for large-scale arena, hospitality, and tourism developments.

The press release frames JP Financial Arena as a multi-vertical platform spanning sports tourism, youth tournaments, hospitality, and live entertainment, aligned with third-party forecasts of long-term growth in global sports tourism and youth sports. Subsequent filings may provide clarity on project phasing, capital structure, and expected economics for this flagship asset.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Land purchase price €4,709,000.61 Agreed consideration for remaining portion of the Property
Remaining land area acquired 161,433 square meters Remaining portion of the Property under the purchase option
Payment deadline 90 business days Time from purchase option date to pay purchase price
Additional land covered by new agreement more than 161,000 square meters Described in press release as part of consolidation
Previously agreed land area approximately 130,000 square meters Earlier binding agreement for JP Financial Arena site
Tourist arrivals Spain approximately 93.5 million International tourists to Spain in 2025 cited from INE
purchase option financial
"The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments"
A purchase option is a contractual right that lets one party buy an asset, property, or securities at a pre‑agreed price during a specified period. For investors it matters because it provides the chance to lock in the right to acquire something later without committing now—like reserving the option to buy a house at today’s price—so you can benefit if value rises while limiting immediate exposure.
Land Lease Agreement financial
"addendum to that certain Land Lease Agreement and Purchase Option dated November 17, 2025"
A land lease agreement is a contract that lets a party use and develop a piece of land for a set time in exchange for regular payments, while someone else keeps ownership of the ground. For investors it matters because it affects how long a business can occupy or build on the site, the predictability of costs and income, and the property's resale value—think of it as renting the plot your house sits on, which changes both monthly bills and long‑term equity.
forward-looking statements regulatory
"This on includes “forward-looking statements” within the meaning of U.S. federal securities laws."
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.
safe harbor provisions regulatory
"These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995."
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
emerging growth company regulatory
"Emerging growth company As previously disclosed, as of April 9, 2026, Nomadar Corp."
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.
sports tourism financial
"Nomadar’s continued expansion comes at a time when the global sports tourism sector is experiencing significant long-term growth."
Understanding 8-K Material Events →
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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): May 18, 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.

 

As previously disclosed, as of April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”) and Sport City Cádiz S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that certain Land Lease Agreement and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and Sportech (the “Addendum”), pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”) for an initial term of three years, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. The Property is the intended site for the Company’s JP Financial Arena real estate development project. The Addendum provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of the Property.

 

Effective May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property, whereby the Company agreed to purchase such remaining portion of the Property for €4,709,000.61, plus the applicable taxes and costs, within 90 business days from the date of the purchase option. A copy of the purchase option 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 purchase option. 

 

Forward Looking Statements

 

This Current Report on Form 8-K includes “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 final payment by Nomadar to Sportech for the purchase of a portion of the Property pursuant to the Addendum and the purchase option. 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 7.01 Regulation FD Disclosure.

 

On May 20, 2026, the Company issued a press release announcing the purchase option (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01, and in the Press Release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.		   Description
10.1   Purchase Option effective as of May 18, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.
99.1   Press Release dated May 20, 2026
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: May 20, 2026  
  By: /s/ Rafael Contreras
  Name: Rafael Contreras
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Nomadar Accelerates Full JP Financial Arena Land Consolidation in Spain as Global Sports Tourism Market Projected to Surpass $2 Trillion

 

Marshall, Texas, May 20, 2026 — Nomadar Corp. (“Nomadar” or the “Company”), a Nasdaq-listed global sports, tourism, technology, and experiential infrastructure company, today announced the execution of a binding agreement that accelerates the consolidation of the full land footprint designated for the future JP Financial Arena development in Cádiz, Spain — a strategic milestone that significantly advances the Company’s long-term international platform expansion strategy.

 

The newly executed agreement covers more than 161,000 additional square meters and, together with the Company’s previously announced binding agreement covering approximately 130,000 square meters, would complete the Company’s acquisition of the property for the future JP Financial Arena platform.

 

The execution of the purchase option represents a major strategic milestone for Nomadar because it significantly accelerates the Company’s original acquisition timeline. Under the initial framework, Nomadar had up to three years (extendable to five years) to execute the remaining purchase option. Through this new agreement, the Company expects to consolidate control of the entire development footprint within the next 90 business days, effectively accelerating the originally contemplated timeline by several years.

 

The accelerated consolidation of the land package is expected to enhance Nomadar’s long-term development flexibility, operational control, strategic partnership opportunities, and scalability as the Company advances future phases of the JP Financial Arena platform.

 

JP Financial Arena is being developed as a next-generation international destination platform integrating youth sports, live entertainment, tourism, hospitality, training operations, and experiential infrastructure into a scalable ecosystem designed to support tournaments, live events, academy operations, corporate activations, entertainment programming, and international visitor experiences.

 

Nomadar’s continued expansion comes at a time when the global sports tourism sector is experiencing significant long-term growth. According to third-party market research from Grand View Research and Fortune Business Insights, the global sports tourism industry is expected to expand substantially over the coming decade. Grand View Research estimates the market at approximately $803.9 billion in 2025, growing to approximately $2.78 trillion by 2033, while Fortune Business Insights projects growth from approximately $707.29 billion in 2025 to approximately $1.98 trillion by 2034. Industry analysts attribute this projected expansion to increasing youth sports participation, international tournaments, destination travel, and continued investment in large-scale sports infrastructure.

 

In parallel, independent market research groups project continued expansion within the global youth sports industry. Business Research Insights projects the global youth sports market to grow from approximately $56.02 billion in 2025 to approximately $154.5 billion by 2035, as municipalities, private operators, academy systems, and international organizations continue increasing investment in sports facilities, tournaments, and athlete development ecosystems worldwide.

 

 
 

 

The proposed development is strategically positioned within Cádiz, one of Southern Europe’s most established tourism and experiential travel destinations. According to Spain’s National Statistics Institute (INE), Spain welcomed approximately 93.5 million international tourists in 2025, reinforcing the country’s position as one of the world’s leading tourism markets. In addition, the Government of Andalucía reported approximately 30 million visitors to the Andalusia region during 2025, highlighting continued growth in international travel demand, sports tourism, hospitality, and large-scale live-event activity throughout Southern Spain.

 

Nomadar believes these macroeconomic and tourism trends create an attractive long-term environment for destination-based sports, entertainment, hospitality, and experiential infrastructure development. The Company’s expansion strategy is designed to position Nomadar across multiple high-growth verticals simultaneously, including:

 

● Sports tourism

● International youth tournaments

● Academy partnerships

● Multi-use sports facilities

● Hospitality-driven sports destinations

● Live entertainment and event operations

 

The JP Financial Arena platform is designed to support multiple long-term operational verticals spanning tourism, venue operations, live entertainment, academy systems, sponsorship activation, hospitality experiences, and international event programming, positioning Nomadar across several segments of the expanding global sports, tourism, entertainment, and experiential economy.

 

Nomadar has already begun advancing its live-events and venue-management capabilities through initiatives linked to the Cádiz CF stadium, including the Cádiz Music Stadium concert platform developed in collaboration with Cádiz CF and external promoters. The Company views these operational initiatives as a foundational component for the future expansion of the broader JP Financial Arena ecosystem.

 

“Our objective is to position Nomadar at the intersection of several global growth trends, including sports tourism, experiential entertainment, destination travel, and international youth athletics,” stated Joaquin Martin, CEO of the Americas of Nomadar. “The continued expansion of JP Financial Arena represents another important step toward building a scalable international platform designed to capitalize on the globalization of sports, live experiences, and destination-based entertainment.”

 

“This purchase option represents a major strategic milestone for Nomadar,” added Rafael Contreras, Executive Co-Chairman of Nomadar. “Accelerating the consolidation of the full land footprint strengthens the foundation of a scalable platform integrating sports, tourism, entertainment, hospitality, and experiential infrastructure into a long-term international growth ecosystem.”

 

The Company continues executing a broader international growth strategy spanning Europe, Southeast Asia, North America and Latin America while advancing initiatives involving tournament operations, academy expansion, facility development, venue management, hospitality integration, and long-term operational agreements.

 

Nomadar is strategically leveraging the convergence of youth sports, international travel, hospitality, live entertainment, and sports tourism infrastructure — sectors that continue attracting substantial institutional investment and international expansion globally.

 

Market size estimates, industry projections, tourism statistics, and growth forecasts referenced in this release are based on publicly available third-party market research, tourism studies, government statistics, and sports industry reports and are provided solely for general industry context. Such information should not be interpreted as Company financial guidance, revenue projections, or guarantees of future performance, and actual industry or Company results may differ materially from the cited estimates and forecasts.

 

Sources: Grand View Research, Fortune Business Insights, Business Research Insights, Spain National Statistics Institute (INE), Government of Andalucía, and publicly available tourism and sports industry market reports.

 

 
 

 

About Nomadar

 

Nomadar Corp. is a U.S.-based company operating at the intersection of sports, tourism, technology, and health. A subsidiary of Cádiz CF, a 115-year-old professional soccer club competing in La Liga, Nomadar develops innovative projects that connect global audiences through experiences that combine health, entertainment, and digital engagement.

 

The Company is also advancing the JP Financial Arena real estate development project for a multi-purpose event center in southern Europe, designed to host international sports, cultural, and corporate events. Nomadar’s mission is to create sustainable, technology-driven platforms that enhance the connection between sports, community, and health.

 

Safe Harbor Statement

 

This Press Release includes “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 and reflects management’s expectations and projections regarding Nomadar’s growth, results of operations, performance, and business prospects and opportunities, including but not limited to statements regarding the Company´s control over the land for the development of the JP Financial Arena. 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 Company´s filings with the SEC, available at www.sec.gov. Further descriptions of these risks and uncertainties can be found in the Company’s most recent Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in subsequent filings with and submissions to, the SEC, as the same may be amended and supplemented from time to time, which are available at www.sec.gov. Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.

 

Public Relations / Strategic Advisory

 

Phoenix MGMT & Consulting

PR@PhoenixMGMTconsulting.com

 

Media Contact

 

Fatema Bhabrawala

Director of Media Relations, Alliance Advisors

fbhabrawala@allianceadvisors.com

 

Investor Contacts

 

investor.relations@nomadar.com

or

Richard Land, Alliance Advisors

nomaIR@allianceadvisors.com

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What land transaction did Nomadar Corp. (NOMA) announce for JP Financial Arena?

Nomadar exercised its purchase option to buy the remaining 161,433 square meters of land in Puerto de Santa María, Spain for €4,709,000.61. This completes the planned footprint for the JP Financial Arena development and shifts the project toward full land ownership rather than a staged lease-and-option structure.

How much is Nomadar Corp. (NOMA) paying for the additional JP Financial Arena land?

Nomadar agreed to pay €4,709,000.61, plus applicable taxes and costs, for the remaining 161,433 square meters of the property. The company must make this payment within 90 business days from the date of the purchase option, according to its agreement with controlling shareholder Sport City Cádiz S.L.

How does this land purchase accelerate Nomadar Corp. (NOMA)’s JP Financial Arena timeline?

The company states the new agreement significantly accelerates its original three-to-five-year timetable for exercising the remaining purchase option. By consolidating control of the entire development footprint within 90 business days, Nomadar expects to advance planning and future phases of the JP Financial Arena platform sooner than initially contemplated.

What total land footprint is planned for Nomadar Corp. (NOMA)’s JP Financial Arena project?

Nomadar notes the newly executed agreement covers more than 161,000 additional square meters. Combined with a previously announced binding agreement covering approximately 130,000 square meters, this would complete the property acquisition for the JP Financial Arena development platform in Cádiz, Spain.

What is the strategic goal of Nomadar Corp. (NOMA)’s JP Financial Arena platform?

The JP Financial Arena is designed as a multi-purpose international destination integrating youth sports, live entertainment, tourism, hospitality, and experiential infrastructure. Nomadar aims to build a scalable platform supporting tournaments, events, academy operations, sponsorships, and visitor experiences within the growing global sports and tourism sectors.

How does Nomadar Corp. (NOMA) describe market conditions for its JP Financial Arena project?

Nomadar cites third-party research indicating substantial long-term growth in global sports tourism and youth sports. External estimates referenced in the release project the sports tourism market reaching into the trillions of dollars over coming years, which the company believes supports demand for destination-based sports and entertainment infrastructure.

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