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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): November 17, 2025
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. |
On
November 17, 2025, Nomadar Corp., a Delaware corporation (the “Company”), entered into a land lease agreement and purchase
option (the “Lease Agreement”) with Sport City Cádiz S.L., a company incorporated under the laws of Spain (“Sportech”),
pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease
Agreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date
of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech.
During
the term of the lease, the Company shall pay an annual rent (the “Annual Rent”) of €144,000 (approximately $166,939),
plus the applicable value added tax, in monthly installments of €12,000 (approximately $13,912). During the term of the lease,
the Annual Rent will be subject to annual update, as of July 1st of each year, in accordance with the changes in the Consumer Price Index
published by the National Institute of Statistics, and as further described in the Lease Agreement, each as defined in the Lease Agreement.
From
the period beginning on the date of the Lease Agreement, and ending 60 days prior to the end of the term of the Lease Agreement (including
any extension thereof), the Company shall have the exclusive right to purchase (the “Purchase Option”): (i) the entire Property,
or (ii) a minimum surface of 100,000 m2 of the Property. The purchase price for such Purchase Option shall be €29.178
(approximately $34) per m2. Any amount of rent paid by the Company to Sportech prior to the exercise of the Purchase Option,
will be deducted from the purchase price payable by Company to Sportech upon exercise of such Purchase Option.
If
the Purchase Option has not been exercised by the end of the term of the lease, the Company shall return the Property to Sportech in
accordance with the terms of the Lease Agreement.
In
the event that Sportech decides to transfer the Property, in whole or in part, the Company shall have a preferential right to acquire
the Property, upon the terms and conditions set forth in the Lease Agreement.
In
accordance with the Company’s Related Party Transactions Policy, the Lease Agreement was unanimously approved by the audit committee
of the board of directors of the Company on November 17, 2025.
The
foregoing description of the Lease Agreement does not purport to be a complete statement of the parties’ rights and obligations
under the Lease Agreement and is qualified in its entirety by reference to the full text of the Lease Agreement, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.
| Item
2.03 |
Creation
of a Direct Financial Obligation. |
The
information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Lease Agreement is incorporated by reference into
this Item 2.03.
| Item
7.01 |
Regulation
FD Disclosure. |
On
November 19, 2025, the Company issued a press release which announced the Lease Agreement and provided a corporate update (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 Presentation 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 (the “SEC”) 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 |
|
Land Lease Agreement and Purchase Option dated November 17, 2025, by and between the Nomadar Corp. and Sport City Cádiz S.L. |
| 99.1 |
|
Press
Release, dated November 19, 2025 |
| 104 |
|
Cover
Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
Forward
Looking Statements
This
Current Report on Form 8-K and the Press Release 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 and reflects management’s
expectations and projections regarding Nomadar’s growth, results of operations, performance, and business prospects and opportunities.
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 include, but
are not limited to, statements regarding the Lease Agreement, and the Company’s ability to purchase the Property; and the ability
of either Sportech or Nomadar to develop the Property. 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.
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:
November 19, 2025 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
