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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
27, 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. |
Private
Placement
On
March 27, 2026, Nomadar Corp., a Delaware corporation (the “Company”) entered into a subscription agreement (the “Subscription
Agreement”) with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company
agreed to sell, up to $1.738 million (€1.5 million) of the Company’s class A common stock, par value $0.00001
per share (the “Common Stock”), in one or more closings, at a price per share equal to $3.65 (the “Per Share Purchase
Price”), representing the issuance of up to 476,384 shares of Common Stock, in seven separate tranches, with the first tranche
to be paid on March 30, 2026 (the “Offering”). The remaining tranches of the Offering are scheduled to close
on first day of each month from May through October, 2026. The securities sold in connection with the Offering were sold, and the Company
intends to sell additional securities in subsequent tranches in connection with the Offering, under the exemption from registration under
the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon Section 4(a)(2) of the Securities Act or Regulation
D promulgated thereunder as a transaction by an issuer not involving any public offering.
A
form of the Subscription 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 Subscription Agreement.
As
previously disclosed, the Company and Sport City Cadiz, S.L., the Company’s controlling shareholder (“Sportech), entered
into a binding capital contribution agreement in November 2024, which was amended on June 12, 2025 (as amended, the “Contribution
Agreement”). The Contribution Agreement provides that Sportech will provide for up to $10 million in funding to the Company following
the Company’s successful listing on a U.S. securities exchange. If all funds are provided to the Company in connection with the
Offering, and in connection with the Company’s previously announced private placement with a single investor in February 2026,
Sportech’s obligations under the Contribution Agreement will have been met.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K under the heading “Private Placement” is incorporated
by reference into this Item 3.02.
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 closing of subsequent
tranches of the Company’s private placement offering. 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 |
|
Form of Subscription Agreement |
| 99.1 |
|
Press Release |
| 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 30, 2026 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Nomadar
Accelerates Global Platform Execution with Continued Strategic Investment
Reinforcing
Institutional Alignment as Scalable Global Platform Gains Momentum
Marshall,
Texas — Thursday, March 30, 2026 — Nomadar (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global
sports development and technology platform operating at the intersection of high-performance training, infrastructure, and digital engagement,
today announced the continued strengthening of its capital position through additional strategic investment, reinforcing the Company’s
ability to accelerate execution across its expanding global platform.
This
latest investment follows the Company’s recently announced strategic partnership with international investor Christian Septien
and reflects growing investor alignment with Nomadar’s long-term vision, execution trajectory, and scalable international model.
Momentum
Building: Capital Supporting Execution
The
continued inflow of capital underscores increasing market recognition of Nomadar’s integrated ecosystem, which combines elite athlete
development programs, international training infrastructure, digital engagement platforms, and large-scale sports and entertainment destinations
connected to professional football through Cádiz CF.
These
investments have been secured through the Company’s majority shareholder, Sport City Cádiz, as part of its strategic commitment
to support Nomadar following its public listing.
Sport
City Cádiz had previously committed to securing $10 million in capital within the first 18 months post-listing. Once all contracted
funds have been received, that commitment will have been fulfilled ahead of schedule and exceeded, reinforcing both the strength of the
Company’s strategic backing and the pace of its execution.
Strategic
capital reinforces growth trajectory
As
part of this continued capital support, Nomadar has secured an additional $1.73 million investment from a new investor, following the
previously announced $5.4 million strategic investment led by Christian Septien, bringing total recent capital raised to approximately
$7.13 million in support of ongoing platform expansion.
While
not positioned as standalone events, these investments collectively reflect increasing investor confidence in Nomadar’s long-term
vision and its ability to execute on a scalable global platform.
Executing
A Scalable Global Platform
Building
on the momentum generated by its recent strategic partnership, Nomadar is advancing its roadmap to:
-
Expand High-Performance Training (HPT) programs into new international markets
-
Accelerate development of the JP Financial Arena project
-
Enhance its technology platform across performance analytics, artificial intelligence, and fan engagement
The
Company’s model is designed to operate as a globally connected ecosystem, integrating sports, infrastructure, and digital engagement
into a unified, scalable platform.
Positioned
For Global Demand
Nomadar
operates at the convergence of several rapidly expanding global sectors, including sports development, experiential infrastructure, and
technology-enabled audience engagement.
As
international markets continue to invest in sports, tourism, and digital infrastructure, Nomadar believes it is well-positioned to participate
in a broad, multi-billion dollar global opportunity.
Leadership
Commentary
Joaquin
Martin, CEO of the Americas & Global Vice Chairman of Nomadar, stated:
“We
are seeing strong alignment between our strategic roadmap and investor appetite for globally scalable, technology-enabled platforms.
Exceeding our initial capital commitment ahead of schedule reinforces confidence in our execution and long-term growth trajectory.”
Capital
deployment to accelerate expansion
Nomadar
intends to deploy capital toward:
-
Expanding international training and development programs
-
Advancing key infrastructure projects, including JP Financial Arena
-
Enhancing its technology stack across AI, analytics, and fan engagement
-
Strengthening strategic partnerships across priority global markets
These
initiatives are expected to further accelerate the Company’s expansion while reinforcing its role in shaping the next generation
of global sports development platforms.
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 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 Registration Statement on Form S-1 (File No. 333-284716) originally filed
with the U.S. Securities and Exchange Commission (the “SEC”) on February 6, 2025, as amended and supplemented from time to
time, 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
