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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): March 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) |
|
(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
March 13, 2026, the Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”)
of Nomadar Corp., a Delaware corporation (the “Company”), ratified an Assignment Agreement of Naming Rights (the “Agreement”),
between the Company through its branch in Spain, Nomadar Corp. Sucursal en España, JP Financial 2024, S.L. (“JP Financial”
or the “Sponsor”), and Cádiz Club de Fútbol, S.A.D. (“Cádiz”) appearing solely for purposes
of authorizing certain image and advertising rights. Cádiz is the parent company of Sport City Cádiz, S.L., the Company’s
parent and controlling shareholder. The Agreement was originally executed by the Company, the Sponsor and Cádiz on March 3,
2026, and became effective upon ratification by the Audit Committee. Pursuant to the Agreement, the Company has assigned to JP Financial
the exclusive commercial naming rights to the future venue (the “Venue”) to be developed within the Company’s urban
and business development known as “Sportech City Cádiz” (the “Project”). The Venue will be commercially
identified with the designation “JP Financial Arena Bahía de Cádiz”. As of the date of the Agreement, the Venue
has not yet been constructed and currently consists of a plot of land integrated within the scope of the Project. The assignment includes
the right to use the designated name and to associate the JP Financial brand with the Project, the Venue, and its future activity in
communications, advertising media, marketing actions, and activations linked to its development.
The
Agreement has an initial term of five years, commencing on March 3, 2026. As consideration for the rights assigned, JP Financial will
pay the Company €500,000 per year (approximately $576 thousand as of the date of this report), plus applicable indirect taxes,
accruing annually on each anniversary of the Agreement. The parties have confirmed that the portion of the financial consideration corresponding
to the first year has already been paid by the Sponsor as of the date of the Agreement. The progressive activation of the sponsorship
assets is linked to the actual progress of the Project, from its initial phase through the full exploitation of the Venue, and the assets
associated with the naming rights and sponsorship are structured across three phases corresponding to the state of development of the
Project.
The
Agreement contains customary representations and warranties, and may be terminated by the Sponsor after a period of three years, upon
15 days written notice, if sufficient progress has not been made with respect to the completion of the Project and the Venue.
A
form of the Agreement 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 form of the Agreement.
Forward
Looking Statements
This
Current Report on Form 8-K 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 including but not limited to the completion of
the Project and the Venue. 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
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Assignment
Agreement of Naming Rights, dated March 3, 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:
March 16, 2026 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
