Form 8-K
8-K — Nomadar Corp.
Accession: 0001493152-26-033371
Filed: 2026-07-15
Period: 2026-07-15
CIK: 0001994214
SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)
Item: Other Events
Item: Financial Statements and Exhibits
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8-K — form8-k.htm (Primary)
EX-99.1 (ex99-1.htm)
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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): July 15, 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
8.01 Other Events.
On
July 15, 2026, Nomadar Corp. (the “Company” or “Nomadar”) issued a press release (the “Press Release”),
a copy of which is attached hereto as Exhibit 99.1, and incorporated herein by reference, announcing the Company’s completion of
the acquisition of approximately 290,000 square meters of land in El Puerto de Santa María, Cádiz, Spain, designated for
the development of the future JP Financial Arena.
Forward
Looking Statements
This
Current Report on Form 8-K and the Press Release 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, dated July 15, 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:
July 15, 2026
By:
/s/
Rafael Contreras
Name:
Rafael
Contreras
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Nomadar
Completes Acquisition of Land for the Development of JP Financial Arena
Transaction
consolidates Company’s control over a strategic asset in Spain and strengthens its global platform across sports, tourism, technology,
entertainment, and MICE tourism
Marshall,
Texas, July 15, 2026 — Nomadar Corp. (“Nomadar” or the “Company”), a Nasdaq-listed global sports, tourism,
technology, and experiential infrastructure company, today announced that it has completed the acquisition of approximately 290,000 square
meters of land in El Puerto de Santa María, Cádiz, Spain., designated for the development of the future JP Financial
Arena.
The
definitive closing of the acquisition completes the process previously disclosed following the execution of two binding agreements. In
April 2026, Nomadar executed a binding offer to acquire approximately 130,000 square meters of land, followed by a second binding agreement
in May 2026 which consolidated approximately 161,000 additional square meters.
With
the closing of the transaction, Nomadar now has effective control over the entire strategic land asset. The acquisition strengthens the
Company’s ability to advance the development of JP Financial Arena and to continue building an international platform connected
to sports, tourism, technology, entertainment, live events, and MICE tourism.
“The
completed acquisition of this land for the development of the JP Financial Arena represents significant continued development in the
execution of our strategy,” said Joaquin Martin, CEO Americas & Global Vice Chairman of Nomadar. “Nomadar now
has consolidated control over the landt on which we intend to develop JP Financial Arena which allows us to move forward with greater
visibility into the next phases of the project. For Nomadar, this land is a strategic foundation for continuing to build a global platform
across sports, tourism, technology, and entertainment.”
JP
Financial Arena is conceived as a multifunctional project designed to integrate sports events, concerts, live experiences, training programs,
competitions, family and sports tourism, corporate activity, and MICE tourism. The scale of the land reinforces the integrated vision
of the project and supports a model capable of combining different uses connected to sports, tourism, events, and experiential activity.
Spain
continues to consolidate its position as one of the world’s leading tourism markets. According to Spain’s National Statistics
Institute, the country received 96.8 million international tourists in 2025, reaching a new all-time high. At the same time, the global
MICE market — meetings, incentives, conferences, and exhibitions — was valued at approximately USD $945.6 billion in 2025
and is projected to reach USD $1,828.7 billion by 2033. In Europe, the MICE market was estimated at USD $478.5 billion in 2025, with
projected growth to USD $953.3 billion by 2033.
“The
Bay of Cádiz (Andalucia – Spain) features great attributes for a project of this nature: climate, connectivity, tourism
brand, culture, gastronomy, sports, and a natural position to attract both national and international activity,” Martín
added. “Our vision is for JP Financial Arena to act as a catalyst for year-round activity and to contribute to positioning the
region as a reference destination for sports, entertainment, MICE tourism, and experiences.”
The
Company believes that the definitive acquisition of the land improves visibility into the execution of the project and strengthens its
position for future phases of planning, development, financing, strategic partnerships, and commercial operations. Nomadar plans to continue
working with its technical teams, advisors, and strategic partners to advance the next stages of JP Financial Arena.
This
closing forms part of Nomadar’s strategy to build an integrated global platform around sports, tourism, technology, and experiential
infrastructure, combining physical assets, sports programs, digital content, education, events, family tourism, MICE tourism, and specialized
real estate development.
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. 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.
Media
Contact
aayushi@allianceadvisors.com
Investor
Contacts
investor.relations@nomadar.com
or
Richard
Land, Alliance Advisors
nomaIR@allianceadvisors.com
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