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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 12, 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
April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”) and Sport City Cádiz
S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that certain Land Lease Agreement
and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and Sportech (the “Addendum”),
pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”)
for an initial term of three years, which may be extended for an additional two year period by mutual agreement between the Company and
Sportech. The Property is the intended site for the Company’s JP Financial Arena real estate development project. The Addendum
provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement,
so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the
Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters
of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option.
The Board of Directors of the Company (the “Board”) and the Audit Committee of the Board each approved and ratified the
execution of the Addendum and the purchase option on April 12, 2026.
A
copy of the Addendum is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the
purchase option is filed as Exhibit 10.2 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 Addendum and the
purchase option.
Forward
Looking Statements
This
Current Report on Form 8-K 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 including but not limited to the final payment
by Nomadar to Sportech for the purchase of a portion of the Property pursuant to the Addendum and the purchase option. 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
7.01 | Regulation
FD Disclosure. |
On
April 14, 2026, the Company issued a press release announcing the execution of the Addendum and the purchase option (the “Press
Release”). 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 Press Release 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 |
| 10.1 |
|
Addendum No. 1 to Land Lease Agreement and Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L. |
| 10.2
|
|
Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L. |
| 99.1 |
|
Press Release dated April 14, 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 14, 2026 |
|
| |
By: |
/s/
Rafael Contreras |
| |
Name: |
Rafael
Contreras |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Nomadar
Executes Binding Offer to Exercise Purchase Option for 130,000 sqm at JP Financial Arena Site, Advancing Flagship European Sports &
Entertainment Platform
Milestone
strengthens control over strategic 291,000 sqm development footprint in El Puerto de Santa María (Cádiz, Spain),
advancing a large-scale destination infrastructure asset at the intersection of global tourism, sports, and live-event economies
MARSHALL,
Texas – April 14, 2026 – Nomadar Corp. (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global sports,
tourism, and technology platform, today announced that it has signed a binding offer to execute the purchase option over approximately
130,000 square meters of land currently under a lease agreement with option to buy from Sport City Cádiz.
The
land represents a significant portion of the total 291,000 square meters included in the original agreement between the parties and marks
a critical step toward securing the full development footprint of the Company’s flagship JP Financial Arena project. Nomadar expects
to formally execute the purchase within 90 business days, in accordance with contractual terms.
This
transaction represents a foundational milestone in Nomadar’s strategy to establish a large-scale, multi-use destination infrastructure
platform integrating sports, entertainment, tourism, and digital engagement. By consolidating control over a substantial portion of the
project footprint, Nomadar is advancing what it expects will become a high-visibility international venue asset designed to serve multiple
global demand channels across events, hospitality, and experiential offerings.
The
JP Financial Arena is being developed as an international hub for cultural and sporting events, concerts, conferences, and corporate
gatherings within the MICE tourism segment, alongside high-performance sports training and experiential offerings. The project is designed
to combine physical infrastructure with scalable digital and commercial ecosystems, positioning Nomadar to participate in multiple high-growth
verticals tied to global event-driven economies.
Located
in El Puerto de Santa María (Cádiz, Spain), the site benefits from a strategic geographic position connecting Europe, North
America, and Latin America. The broader Andalusia region is one of Europe’s leading tourism destinations, with Spain welcoming
approximately 95 million international visitors in 2025, while Andalusia consistently attracts over 30 million visitors annually, reinforcing
long-term demand fundamentals for destination-scale infrastructure projects of this nature.
This
milestone builds on recent operational and financial momentum. As previously announced, Nomadar has entered into commercial agreements
which represent approximately $2 million for 2026, more than double the Company’s total revenue for 2025; and has secured approximately
$7.3 million in new capital from strategic investors, strengthening its financial position to advance key initiatives, including the
JP Financial Arena development.
Joaquin
Martin, CEO of the Americas and Global Vice Chairman of Nomadar, stated:
“Securing
a substantial portion of the land required for the JP Financial Arena is an important new milestone we have achieved as we continue to
build momentum in our business. This step strengthens our ability to advance one of our most strategic assets and reinforces our position
at the intersection of global tourism, large-scale events, and sports-driven experiences. We believe this project has the potential to
evolve into a premier destination platform serving international audiences across multiple sectors.”
Nomadar
continues to execute a disciplined, multi-phase development strategy, aligning land acquisition, capital deployment, and project planning
to support long-term value creation and scalable platform expansion.
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, closing of
the Company’s binding offer to acquire land, and statements related to the desirability of the Company’s commercial real
estate portfolio. 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
