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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): April 22, 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
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Appointment
of Directors
Effective
April 22, 2026, the board of directors (the “Board”) of Nomadar Corp., a Delaware corporation (the “Company”
or “Nomadar”), following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating
Committee”), appointed José Manuel Calderón as a member of the Board, until the Company’s next annual meeting
of stockholders or until Mr. Calderón’s successor is duly elected and qualified. Mr. Calderón was also appointed
as a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board
and the Nominating Committee.
Mr.
Calderón, age 44, has served as a business executive, investor and strategic advisor following a distinguished international professional
basketball career spanning approximately two decades. Mr. Calderón currently serves as a special advisor to the front office and
basketball operations of the Cleveland Cavaliers of the National Basketball Association, a role he has held since 2022, where he provides
strategic and operational guidance to senior leadership. In addition to his advisory role, Mr. Calderón has served on the board
of directors of SOL Strategies Inc. (NASDAQ: STKE), a publicly traded company focused on blockchain infrastructure and investment. Mr.
Calderón is also an active entrepreneur and investor. He is a co-founder of multiple ventures, including OWQLO and other sports,
technology, and wellness-related businesses, and serves as an owner, president, partner, and brand ambassador across several organizations.
His business activities have focused on leveraging technology, data, and sports platforms to drive growth and innovation. Prior to his
business career, Mr. Calderón played professional basketball internationally as a member of the Spanish national team, winning
three Olympic medals, and in the National Basketball Association, with teams including the Toronto Raptors, Los Angeles Lakers, and New
York Knicks.
The
Nominating Committee and the Board believe that Mr. Calderon’s significant experience in professional sports and contacts in the
industry provides valuable operational, leadership, strategy and management skills to the Board.
There
is no arrangement or understanding between Mr. Calderon and any other person pursuant to which Mr. Calderon was selected and appointed
by the Board and there is no family relationship between Mr. Calderon and any of the Company’s directors or executive officers.
The Company is not aware of any transaction involving Mr. Calderon which would require disclosure under Item 404(a) of Regulation S-K
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Mr. Calderon will receive compensation similar
to the other non-employee members of the Board as described in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), and will
execute a standard indemnity agreement with the Company substantially in the form filed as an exhibit to the Annual Report.
Resignation
of Director
On
April 22, 2026, in connection the appointment of Mr. Calderon, Antonio Lobon resigned as a member of the Board, as the chair of the Audit
Committee of the Board, and as a member of each of the Compensation Committee of the Board and the Nominating Committee. The resignation
of Mr. Lobon was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies,
or practices. The Board and the Company are deeply grateful for Mr. Lobon’s service, dedication, and contributions to the Company.
Javier Sánchez, a member of the Audit Committee, was appointed as Chair of the Audit Committee at the time of Mr. Calderon’s
resignation.
Item
7.01. Regulation FD Disclosure.
On
April 23, 2026, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the appointment
of Mr. Calderon to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not
be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made
before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated April 23, 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:
April 23, 2026 |
|
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
Exhibit
99.1
NOMADAR
APPOINTS FORMER NBA STAR JOSÉ MANUEL CALDERÓN TO BOARD OF DIRECTORS, ADVANCING GLOBAL SPORTS, TECHNOLOGY, AND CAPITAL MARKETS
STRATEGY
Appointment
of former NBA star and global investor reinforces Nomadar’s institutional positioning and supports execution of its European flagship
development and multi-asset platform strategy
MARSHALL,
Texas – April 23, 2026 – Nomadar Corp. (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global
platform operating at the intersection of sports, tourism, technology, and infrastructure, today announced the appointment of José
Manuel Calderón to its Board of Directors, effective immediately.
Calderón
brings a differentiated combination of elite global sports experience, cross-border business leadership, and capital markets familiarity,
strengthening the Company’s governance as it advances a long-term strategy focused on building a scalable, multi-asset platform
across Europe and international markets.
“We
are very pleased to welcome José Manuel Calderón to our Board at a pivotal moment in Nomadar’s evolution as a publicly
traded company,” said Rafael Contreras, Executive Co-Chairman of Nomadar. “José brings a unique combination
of global sports leadership, entrepreneurial experience, and public market perspective. As we continue to advance our European flagship
development and expand our broader platform strategy, we believe his insight and international network will support our execution and
further strengthen our positioning with institutional investors.”
Over
a 14-year career in the NBA, Calderón played for leading franchises including the Toronto Raptors, New York Knicks, and Los Angeles
Lakers. He is widely recognized as one of the most efficient international point guards of his generation and holds the NBA’s all-time
single-season free throw percentage record.
Internationally,
Calderón is among the most accomplished players in Spanish basketball history, with multiple Olympic medals and a FIBA World Championship,
reflecting sustained performance at the highest levels of global competition.
Following
his playing career, Calderón transitioned into executive, advisory, and investment roles, including serving as an advisor to the
Cleveland Cavaliers. He has developed an active portfolio across sports, technology, and real estate ventures and currently serves on
the board of another Nasdaq-listed company, bringing public company governance experience and strategic oversight capabilities aligned
with Nomadar’s next phase of growth.
“I
am excited to join the Board of Nomadar at such an important stage in its growth,” said José Manuel Calderón.
“The Company is building a platform that brings together sports, infrastructure, and technology in a way that has global relevance.
I look forward to working with the team as they continue to develop projects like the JP Financial Arena and expand their international
presence.”
Strategic
Significance of the Appointment
Nomadar
believes Calderón’s appointment strengthens its ability to execute on a strategy centered around sports-driven infrastructure,
digital engagement, and global experiential platforms.
His
addition to the Board is expected to support:
| ● |
Expansion
of global sports and institutional relationships across Europe and North America |
| ● |
Enhancement
of capital markets positioning and governance depth |
| ● |
Strategic
input on large-scale infrastructure development and experiential assets |
| ● |
Acceleration
of cross-border partnerships and investment opportunities |
Execution
Momentum and Platform Development
The
appointment comes at a pivotal stage following Nomadar’s initial months as a publicly traded company on Nasdaq, during which the
Company has advanced several key strategic initiatives.
Recent
milestones include:
| ● |
Securing
approximately $7.3 million in new capital to support growth initiatives |
| ● |
Expanding
its presence across strategic international markets, particularly in Southern Europe |
| ● |
Advancing
core development projects aligned with its long-term platform strategy |
Most
recently, Nomadar announced a binding agreement to exercise a purchase option over approximately 130,000 square meters of land
associated with the development of the JP Financial Arena project in southern Spain.
The
JP Financial Arena is expected to serve as a cornerstone asset within Nomadar’s European platform, designed to integrate:
| ● |
High-performance
training and sports development |
| ● |
Live
events and entertainment programming |
| ● |
Global
tourism and destination-based experiences |
| ● |
Technology-enabled
fan engagement and digital interaction |
Positioning
for Scalable Growth
With
the addition of Calderón, Nomadar continues to build a Board and leadership ecosystem defined by international experience,
operational credibility, and capital markets alignment.
The
Company remains focused on executing a strategy aimed at:
| ● |
Developing
scalable, multi-asset platforms anchored by flagship infrastructure |
| ● |
Expanding
global partnerships and institutional engagement |
| ● |
Integrating
physical assets with digital engagement ecosystems |
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 revenues for 2026, strategic investments in the Company, and the potential benefits thereof. 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
