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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): February 17, 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
7.01 |
Regulation
FD Disclosure. |
On
February 17, 2026, Nomadar Corp., a Delaware corporation (the “Company”) issued a press release (the “Press
Release”) announcing the launch of Our XI, a digital platform for soccer operations. 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 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 |
| |
|
|
| 99.1 |
|
Press Release, dated February 17, 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:
February 17, 2026 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Nomadar
Launches Our XI, A Digital Education Platform
for
Professional Soccer Operations
Marshall,
Texas — February 17, 2026 — Nomadar (NASDAQ: NOMA), a U.S.-based company operating at the intersection of sports,
technology, tourism, and health, today announced the launch of Our XI, a fully digital educational platform designed to strengthen
knowledge of back-office operations at professional soccer clubs. The project is part of the ongoing digital transformation of Nomadar’s
High Performance Training Program (HPT), specifically within its education vertical.
Developed
in collaboration with Cádiz CF, Our XI provides a practical, real-world perspective on how professional clubs operate behind
the scenes, covering key areas including marketing, communications, business operations, data analytics, artificial intelligence,
and emerging digital models in sports.
The
platform features active professionals from Cádiz CF and other clubs, sports institutions, and media organizations, offering participants
a broad and current view of the global soccer industry through on-demand coursework, live masterclasses, and access to a professional
community for networking and career development.
“Our
XI was conceived as a way to open up the inner workings of professional soccer organizations,” said Dani Aragon, Nomadar’s
Director of Digital Business. “By combining real-world expertise, hands-on experience, and forward-looking insight, we aim
to prepare professionals for an increasingly technological, digital and globalized soccer industry.”
During
its initial phase, Our XI is being launched across the entire Spanish-speaking market, including Spain, Latin America, and the Spanish-speaking
community in the United States, addressing growing demand for specialized training within the sports industry and professional soccer
ecosystem.
The
launch marks another step in Nomadar’s broader digitalization strategy across its business lines, structurally integrating the
education vertical within its HPT program. In January, the Company announced the international expansion of its HPT program through the
co-development of a digital platform designed to support entry into the Indian market, reinforcing a hybrid model that combines
education, technology, and sports development in new strategic geographies.
Together
with Our XI, the HPT program continues to strive to advance digital transformation and education as strategic pillars for talent development
and the professionalization of soccer on a global scale.
For
more information about Our XI and to access the platform, visit https://www.skool.com/our-eleven-7887/about
Additional
information about this initiative and Nomadar’s HPT digitalization strategy is available at: https://nomadar.com/
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 Sportech City 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 digital platform Our XI, the Company’s expansion into Indian markets, and the Company’s expansion into Spanish
speaking markets. 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.
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
