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Form 8-K

sec.gov

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

Documents

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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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