Form 8-K
8-K — Nomadar Corp.
Accession: 0001493152-26-014310
Filed: 2026-03-31
Period: 2026-03-31
CIK: 0001994214
SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
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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 31, 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
2.02. Results of Operations and Financial Conditions.
On
March 31, 2026, Nomadar Corp. (the “Company” or “Nomadar”) issued a press release, a copy of which is furnished
herewith as Exhibit 99.1, announcing the Company’s financial results for the quarter and year ended December 31, 2025 and providing
a corporate update (the “Press Release”).
The
information contained in Item 2.02 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated
by reference into any of the Company’s filings with the Securities and Exchange Commission (the “SEC”), except as shall
be expressly set forth by specific reference in any such filing.
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. 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 most recent Annual Report on 10-K and other filings with the SEC, available
at www.sec.gov.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
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 31, 2026
By:
/s/ Rafael Contreras
Name:
Rafael Contreras
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Nomadar
Secures $2M in 2026 Revenue, More
Than
Doubling 2025
Nomadar
Reports FY2025 Results and Corporate Highlights
MARSHALL,
Texas, March 31, 2026 — Nomadar (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global sports development
and technology platform, today announced its financial results for the fiscal year ended December 31, 2025.
With
the activation of the Company’s initial revenue-generating business lines, the advancement of key strategic initiatives, and the
successful completion of its public listing on Nasdaq on October 31, 2025, fiscal 2025 marked a defining period for Nomadar.
“2025
was a year of substantial execution and foundation-building for Nomadar. We launched our first operating verticals, progressed our real
estate infrastructure projects, and successfully completed our listing on Nasdaq,” said Joaquin Martin, CEO of the Americas &
Global Vice Chairman of Nomadar. “As we enter 2026, we are beginning to leverage the work we have done to establish our growth
platform translate into growing commercial momentum, as we have already secured commercial agreements that represent approximately $2
million, which would more than double our full-year 2025 revenue.”
Martin
added, “We have also fortified our balance sheet, providing us with the financial flexibility to support the continued execution
of our strategic growth initiatives. The combination of our revenue growth, strong gross margin profile, recent capital support from
strategic investors, and a more normalized cost structure positions Nomadar to accelerate our transition into a scalable global sports
and technology platform.”
2025
Full Year Financial Highlights
●
Revenue: $921,940
●
Gross Profit: $477,082
●
Gross Margin: 51.8%
●
Net Loss: $2,767,318
●
Shareholders’ Equity: $7,118,188
Operating
Performance
Revenue
was $921,940 and $8,025 for the years ended December 31, 2025 and 2024, respectively. 2025 revenues were primarily driven by the Company’s
High-Performance Training (HPT) programs and the Concerts and Events division. We believe the year end 2025 results reflect the initial
activation of the Company’s operating model, with both verticals contributing to early-stage revenue generation.
Gross
profit for the year was $477,082 and $6,318 for the years ended December 31, 2025 and 2024, respectively. We believe the year end 2025
results, which reflect gross margin of 51.8%, demonstrates the Company’s ability to establish scalable and margin-accretive operations.
Operating
Expenses and Cost Structure
Operating
expenses for fiscal year 2025 were $3,168,587 and $1,367,068 for the years ended December 31, 2025 and 2024, respectively, which reflects
the Company’s transition to a public company and the buildout of its operating and corporate infrastructure. These expenses were
primarily driven by:
●
Professional
services associated with the Company’s listing on Nasdaq on October 31, 2025
●
Legal, accounting, and
advisory fees
●
Organizational and operational
buildout to support initial business lines
●
Strategic development initiatives
across markets and platforms
●
General and administrative
expenses
A
significant portion of these expenses reflect non-recurring direct listing-related professional fees.
Net
Loss
Nomadar
reported a net loss of $2,767,318 and $1,372,991 for the years ended December 31, 2025 and 2024, respectively, primarily attributable
to the non-recurring professional services and transaction-related expenses associated with its public listing, noted above.
Balance
Sheet and Liquidity
As
of December 31, 2025 and 2024, respectively, Nomadar had stockholders’ equity of $7,118,188 and $(1,361,698), respectively. This
increase reflects capital raised in connection with, and subsequent to, the Company’s direct listing.
Cash,
cash equivalents and restricted cash were $78,163 as of December 31, 2025, compared to $417 as of December 31, 2024.
Capital
Support and Investor Commitments
Sport
City Cadiz, the Company’s controlling shareholder, committed to securing $10 million in investment within the first 18 months following
Nomadar’s public listing.
As
previously disclosed, during the first quarter of 2026, Sport City Cadiz secured $7.3 million in commitments from new investors. Combined
with prior contributions directly from Sport City Cadiz, assuming all amounts are timely paid, this commitment position the Company to
meet and exceed the original $10 million target within the expected timeframe, once all contribution tranches are completed.
2026
Momentum and Growth Strategy
Nomadar
entered 2026 with strong commercial momentum. As of the end of the first quarter of 2026, the Company has secured approximately $2 million
in contracted revenue, which would exceed the total revenue generated during fiscal year 2025.
The
Company continues to expand its international footprint, building on market entries in Ecuador and Mexico during 2025 and entering India
at the beginning of 2026.
In
parallel, Nomadar is advancing its digital strategy. In January 2026, the Company announced:
●
The development
of a digital platform for football players in India
●
The launch of Our XI, a
membership-based platform delivering educational content on the operational and back-office management of professional football clubs
across Spanish-speaking markets
The
Company is also activating additional monetization channels, including expanding into merchandising and fan engagement with the rollout
of its e-commerce vertical centered on the legacy of Jorge González (“Mágico González”).
For
the Company’s large-scale real estate development project that is expected to begin construction early 2027, Nomadar continues
to advance the development of the JP Financial Arena, a multi-purpose events venue designed to integrate sports, entertainment, and digital
experiences within the Company’s broader ecosystem.
The
Company expects near-term growth driven by:
●
Expansion of High-Performance Training
programs across new geographies
●
Increased activity for the Concerts and Events division
●
Monetization of digital platforms, including Our XI
●
Activation of the e-commerce vertical centered on Mágico
González
●
Continued progress on strategic infrastructure initiatives,
including JP Financial Arena
●
Ongoing capital inflows supporting execution of its
growth strategy
Form
10-K
The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, has been filed with the U.S. Securities and Exchange
Commission and is available on the SEC’s website and in the Investor Relations section of the Company’s website at www.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 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
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