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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): September
13, 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
1.01 Entry into a Material Definitive Agreement.
On
September 13, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”), Fox Soccer Holding
Company LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (the “Purchaser”), the Fox Companies
(as defined below), Raluca Gold-Fuchs, Christian Fuchs, Chad Metzler, Anthony James Cozzone Jr., Martin Conway and Eugene Luther Ray
(collectively, the “Sellers”) entered into an Equity Purchase Agreement, (the “EPA”).
Pursuant
to the EPA, the Purchaser will acquire 100% of the issued and outstanding equity interests of (i) Fox Soccer Academy LLC, a New York
limited liability company (“Fox NY”), (ii) Fox Sports Academy of the Carolinas LLC, a North Carolina limited liability company
(“Fox NC”), (iii) Fox Soccer Academy LTD, a private company limited by shares organized under the laws of the United Kingdom
(“Fox UK”), and (iv) Fox Soccer Academy Austria, an Austrian verein (“Fox Austria,” and together with Fox NY,
Fox NC and Fox UK, the “Fox Companies”), as further described below (collectively, the “Transaction”). The Fox
Companies operate four soccer academies that provide training, league and tournament play, and camps and clinics for children and teens
at their respective locations in New York, North Carolina, the United Kingdom, and Austria.
The
closing of the Transaction (the “Closing”) is subject to the satisfaction or waiver of customary closing conditions, including
the absence of any legal prohibition, receipt of required governmental consents, accuracy of representations and warranties, compliance
with covenants, and absence of a Material Adverse Effect (as defined in the EPA), approval of the transactions contemplated by the
EPA by the board of directors of the Purchaser, and the Gold-Fuchs Employment Agreements and the Metzler Employment Agreement not having
been rescinded prior to the Closing, among other conditions more fully described in the EPA. Either party may terminate the EPA if
the Closing has not occurred within 60 days of the date of the EPA, provided that such right is not available to a party whose material
breach of the EPA has been a principal cause of the failure of the Closing to occur by such date.
Pursuant
to the EPA, at the Closing (the date on which the Closing occurs, the “Closing Date”), (a) the Sellers will sell to the Purchaser
all of the membership interests and shares of the Fox Companies other than the Contributed Interests (as defined below), and (b) immediately
following such acquisition, the Sellers will contribute to the Purchaser (the “Seller Contribution”) such number of equity
interests representing a value equal to 49% of the total interests of the Fox Companies (the “Contributed Interests”) in
exchange for newly issued membership interests of the Purchaser (the “Purchaser Interests”), in lieu of receiving cash or
shares of the Company’s common stock, par value $0.000001 per share (“Nomadar Shares”) for those Contributed Interests.
The Seller Contribution is intended to qualify as a contribution described in Section 721 of the Internal Revenue Code of 1986, as amended.
Following the Closing, the Fox Companies will become wholly-owned subsidiaries of the Purchaser.
Consideration
and Payments at Closing
The
aggregate purchase price for the Fox Companies (the “Purchase Price”) consists of (i) the Purchaser Interests, representing
49% of the membership interests of Fox Soccer Holding Company LLC, comprised of an aggregate of 4,419,607 Class B Units, (ii) a base
cash payment of $2,000,000 (the “Base Closing Payment Amount”), (iii) adjustments for the cash on hand, working capital,
net debt, and unpaid transaction expenses of the Fox Companies as of the Closing (each as further described in the EPA), (iv) two deferred
payments totaling $2,600,000 (as described below), and (v) a contingent earnout payment of up to $1,500,000 (as described below).
At
the Closing, the Purchaser will issue the Purchaser Interests to the Sellers in their respective pro rata portions as set forth in the
EPA (the “Pro Rata Portions”), and will pay cash to the Sellers by wire transfer in an amount equal to the closing cash purchase
price (the “Closing Payment”) less the value of the Purchaser Interests less $500,000. Nomadar will issue Nomadar Shares
valued at $3.36575 per share, with an aggregate value of $500,000, to the Sellers in their respective Pro Rata Portions (the “Closing
Shares”). In addition, $600,000 of the Closing Payment will be withheld as a holdback, payable to the Sellers on the second anniversary
of the Closing Date, subject to reductions for indemnification claims, purchase price adjustments, and any amounts retained
after the holdback payment date in respect of pending but unsatisfied indemnification claims.
Deferred
Payments
Pursuant
to the EPA, within 30 days after completion of the Fox Companies’ 2026-2027 soccer season, the Purchaser will pay the Sellers $1,000,000
in cash and Nomadar will issue Nomadar Shares with an aggregate value of $300,000 (the “First Additional Payment Amount”).
Within 30 days after completion of the 2027-2028 soccer season, the Purchaser will pay the Sellers $1,000,000 in cash and Nomadar will
issue Nomadar Shares with an aggregate value of $300,000 (the “Second Additional Payment Amount”). The Nomadar Shares issued
in connection with the Additional Payment Amounts will be valued at the average closing price per share for the ten trading days prior
to the applicable date of issuance.
Earnout
The
Sellers are eligible to receive a contingent earnout payment (the “Earnout Payment Amount”) equal to the lesser of (i) $1,500,000
and (ii) the amount by which the cumulative net income of the Fox Companies over the four soccer seasons from 2025-2026 through 2028-2029
exceeds approximately $10.9 million. The Earnout Payment Amount, if any, is payable in cash, Nomadar Shares, or a combination thereof,
as mutually agreed by the Purchaser and the Sellers holding a majority of the Purchaser Interests.
Nomadar
Option to Acquire Minority Interests
Pursuant
to the EPA, following the Closing, Nomadar will have the right, at any time from the Closing until 90 days after the Earnout Payment
Amount is finally determined, to acquire all of the Sellers’ Purchaser Interests for an aggregate option purchase price of $4,400,000,
payable in cash, Nomadar Shares, or a combination thereof, as mutually agreed by Nomadar and the Sellers holding a majority of the
Purchaser Interests.
Employment
Agreements
In
connection with the execution of the EPA, the Company and the Purchaser entered into employment agreements with certain of the Sellers,
including Raluca Gold-Fuchs and Chad Metzler, which will become effective at the Closing. The employment agreements are included as exhibits
to the EPA filed as Exhibit 2.1 hereto.
The EPA also contains restrictive
covenants binding on the Sellers following the Closing. For five years following the Closing, the Sellers are subject to non-competition
obligations in specified territories and non-solicitation and non-disparagement covenants. The Sellers are also subject to confidentiality
obligations under the Confidentiality Agreement for five years following the Closing.
The
foregoing description of the EPA and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to the full text of the EPA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Governance
of Fox Soccer Holding Company LLC
At
the Closing, Nomadar and the Sellers will enter into an Amended and Restated Limited Liability Company Agreement of Fox Soccer Holding
Company LLC (the “LLC Agreement”). The LLC Agreement will provide that the Purchaser will be managed by a Board of Managers
consisting of three Managers: Raluca Gold-Fuchs, Carlos Lacave, and Joaquín Martín Perles. Joaquín Martín
Perles will be appointed as President of the Purchaser. The LLC Agreement will create Class A Units held by Nomadar and Class B Units
held by the Sellers.
The
foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the LLC Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
Closing Shares will be issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, based on the Sellers’ representations
that they are acquiring the shares for investment purposes only and not with a view to distribution. The Closing Shares will be subject
to transfer restrictions under the EPA and applicable securities laws.
Additionally,
pursuant to the EPA, Nomadar has agreed to issue additional Nomadar Shares in connection with the Additional Payment Amounts and potentially
the Earnout Payment Amount, each as described herein. The issuance of any such future shares will be made in reliance on exemptions from
registration under the Securities Act.
Item
7.01 Regulation FD Disclosure.
On
September 14, 2026, the Company issued a press release announcing the execution of the EPA. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and 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, nor shall it
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 2.1+ |
|
Equity Purchase Agreement, dated as of September 13, 2026, by and among Nomadar Corp., Fox Soccer Holding Company LLC, Fox Soccer Academy LLC, Fox Sports Academy of the Carolinas LLC, Fox Soccer Academy LTD, Fox Soccer Academy Austria, the Sellers, and Raluca Gold-Fuchs, as Sellers’ Agent. (Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.) |
| 10.1+ |
|
Amended and Restated Limited Liability Company Agreement of Fox Soccer Holding Company LLC, dated as of September 13, 2026 |
| 99.1 |
|
Press Release issued by Nomadar Corp. on September 14, 2026, announcing the execution of the EPA |
| 104 |
|
Cover
Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
+ Certain identified information has
been excluded from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private
or confidential. Omitted information has been replaced with “[***]”
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 benefits of the Transaction, the anticipated closing of the Transaction, future payments under the EPA (including the First
Additional Payment Amount, the Second Additional Payment Amount and the Earnout Payment Amount), 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 integrate the Fox Companies’ operations with the Company’s
existing operations; the ability to realize the anticipated benefits of the Transaction; risks related to the management and operations
of the Fox Companies’ business; the Company’s ability to retain key employees; 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.
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:
September 14, 2026 |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras
|
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Nomadar
Enters into Definitive Agreement to Acquire Majority Interest in Fox Soccer Academy
Transaction
Strengthens Nomadar’s International Soccer Development Platform Across the U.S., Spain, U.K. and Europe
Marshall,
Texas, September 14, 2026 — Nomadar Corp. (“Nomadar” or the “Company”) (NASDAQ: NOMA), a
Nasdaq-listed global sports, tourism, technology, and experiential infrastructure company, today announced that it has signed a
definitive agreement to acquire a majority interest in Fox Soccer Academy (“FSA”), a leading international youth soccer
organization co-founded by former Premier League champion Christian Fuchs and sports executive Raluca Gold-Fuchs. Fox Soccer Academy
operates across key markets in the United States, including New York and North Carolina, as well as in the United Kingdom and
Austria. The academy serves approximately 2,100 players across its network and has developed a structured youth soccer platform
focused on competitive player development, elite coaching standards and international exposure.
The
acquisition is expected to be completed in the coming weeks, subject to customary closing conditions, completion of remaining corporate
and transaction structure matters, and final closing deliverables.
The
definitive agreement follows the strategic framework agreement previously announced by Nomadar and Fox Soccer Academy on May 6, 2026,
and reflects the work carried out by both organizations over recent months. Since the signing of that initial strategic agreement, Nomadar
and FSA have completed a comprehensive due diligence process covering FSA’s operating structure, player development programs, international
footprint, coaching methodology, commercial model and potential integration opportunities with Nomadar’s global sports development
ecosystem.
Following
completion of the transaction, Christian Fuchs and Raluca Gold-Fuchs will remain as partners in Fox Soccer Academy and will continue
to play an active role in the development, expansion and long-term strategy of the academy alongside Nomadar.
Founded
by Christian Fuchs, a 2016 English Premier League champion with Leicester City FC, and Raluca Gold-Fuchs, Fox Soccer Academy offers programs
for boys and girls across multiple age groups, including youth academy training, camps, clinics, showcase events, international development
programs and football-and-education pathways. Its model combines a Premier League-inspired curriculum with technical, tactical, physical
and personal development, supported by licensed coaches and a long-term approach to player progression.
The
acquisition expands Nomadar’s presence in the United States, where the Company has been working for the past two years with North
American players through international development initiatives connecting the U.S. market with Spain and Cádiz Club de Fútbol,
a professional football club within the LaLiga ecosystem. Through Cádiz CF, Nomadar has developed a professional club anchor for
its international High Performance Training (“HPT”) programs, providing a structured pathway for young players with professional
aspirations.
By
adding Fox Soccer Academy to its platform, Nomadar strengthens its position in the U.S. through FSA’s presence in New York and
North Carolina, while also expanding its European reach through FSA’s operations in the United Kingdom and Austria. The transaction
enhances Nomadar’s ability to connect players, families, coaches and clubs across the United States, Spain, the United Kingdom
and continental Europe through a more integrated international soccer development model.
The transaction also brings together complementary
methodologies from two of the world’s leading football cultures: the Premier League-inspired development curriculum of Fox Soccer
Academy and the Spanish football methodology represented through Nomadar’s HPT platform, Cádiz CF and LaLiga. With Spain
currently recognized as the reigning FIFA World Cup champion, Nomadar believes the combination of elite English and Spanish football
development approaches creates a differentiated platform for youth development, performance training, international programs and sports
tourism.
“The
signing of this definitive agreement marks a very important step in Nomadar’s international expansion strategy,” said Joaquín
Martín, CEO of Nomadar. “Fox Soccer Academy brings a recognized international footprint, a strong development methodology
and an operating presence in markets that are strategically important for Nomadar. This transaction continues the progress Nomadar has
already been building between the United States and Spain, with Cádiz CF as a professional club anchor and HPT as a methodology
designed to support international player development.”
“Fox
Soccer Academy was created to give young players access to a professional development environment, strong coaching standards and international
opportunities,” said Christian Fuchs, co-founder of Fox Soccer Academy and Premier League champion with Leicester City FC. “Remaining
as partners alongside Nomadar allows us to expand that vision while continuing to support the academy’s identity, methodology and
long-term development.”
“Over
the years, we have built Fox Soccer Academy with a clear focus on structure, quality and long-term player development,” said Raluca
Gold-Fuchs, co-founder and General Manager of Fox Soccer Academy. “Nomadar brings international reach, operational resources and
a complementary methodology, as well as a direct connection to a professional club environment through Cádiz CF and LaLiga. That
pathway can create meaningful development opportunities for young players while helping FSA grow without losing its identity and values.”
Christian
Fuchs has built FSA around a player-centered development philosophy shaped by his professional experience in European football, Major
League Soccer and international competition. Raluca Gold-Fuchs has played a central role in the academy’s international growth,
operating structure and long-term development strategy.
The
acquisition supports Nomadar’s broader objective of building an interconnected international platform for youth soccer, high-performance
training, digital education, tournaments, international player programs and sports tourism. Nomadar will continue working with FSA’s
leadership and technical teams to preserve the academy’s identity while expanding its reach, programs and integration with Nomadar’s
existing assets and international partnerships.
About
Nomadar Corp.
Nomadar
Corp. is a Nasdaq-listed company operating at the intersection of sports, tourism, technology, health and experiential infrastructure.
The Company develops and operates platforms designed to connect global audiences through high-performance training, youth development,
digital education, international programs, sports tourism and large-scale experiential projects.
About
Fox Soccer Academy
Fox
Soccer Academy is an international youth soccer organization co-founded by Christian Fuchs, a former Premier League champion with Leicester
City FC, and Raluca Gold-Fuchs. The academy operates across the United States, the United Kingdom and Austria, providing structured development
programs, camps, clinics, showcase events and international pathways for youth players. FSA’s model combines elite coaching standards,
a Premier League-inspired curriculum and a long-term approach to player and personal development.
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 Fox Soccer Academy acquisition . 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.
Media
Contact
aayushi@allianceadvisors.com
Investor
Contacts
investor.relations@nomadar.com
or
Richard Land, Alliance Advisors
nomaIR@allianceadvisors.com
