NOMA

Nomadar Corp. 10-Q Summary: Period Ended June 30, 2026

Business Context and Reporting Period

Nomadar Corp. (NOMA) is a sport technology company majority-owned by Sport City Cádiz, S.L. ("Sportech"). The company operates as a single segment focusing on high-performance training (HPT) programs, stadium event management, educational services, and the development of the "Sportech City" multi-purpose event center in Spain. The company completed its direct listing on the Nasdaq Capital Market on October 31, 2025. This report covers the quarterly and six-month periods ended June 30, 2026.

Key Financial Metrics

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased 115% year-over-year, driven primarily by the launch of educational services ($675,291) and naming rights licensing ($194,956). HPT program revenue declined to $150,624 from $321,082 due to timing and volume differences.
• Operating Expenses: Total operating expenses surged 163% to $1.96 million. This was driven by a 783% increase in General and Administrative expenses (due to public company compliance, director fees, and salaries) and the initiation of Sales and Marketing expenses ($198,363).
• Non-Operating Losses: The net loss widened significantly due to a non-cash loss of $868,962 from the change in fair value of convertible notes payable. Additionally, foreign currency transaction losses increased to $133,856.
• Asset Acquisition: The company exercised a purchase option on a related-party finance lease, acquiring land for the Sportech City project. This resulted in a $10.1 million addition to Property and Equipment, funded by cash payments and the reclassification of the right-of-use asset.

Outlook, Risks, and Management Commentary

• Going Concern: Management has raised substantial doubt about the company's ability to continue as a going concern for the next 12 months. This is due to the accumulated deficit of $6.2 million, recurring operating losses, and a reliance on future equity or debt financing to fund operations and the Sportech City construction project.
• Financing Plans: The company is actively pursuing capital through subscription agreements. In July 2026 (subsequent to the period end), the company entered into an agreement to sell up to $2.28 million of stock and received $570,948. A Standby Equity Purchase Agreement (SEPA) with Yorkville allows for up to $30 million in future sales.
• Convertible Notes: Yorkville convertible notes matured in May 2026 but were extended to October 10, 2026, following a waiver agreement. The conversion price was adjusted downward to $3.65 per share due to recent equity issuances.
• Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding the financial close and reporting process, which are currently being remediated.

Investor Verification Checklist

• Going Concern Status: Verify the success of the July 2026 and future subscription agreements to ensure sufficient liquidity for operations and the $10M+ land acquisition.
• Convertible Note Valuation: Review the fair value methodology for the Yorkville notes, as the $869k non-cash loss significantly impacts net income but not cash flow.
• Related Party Transactions: Scrutinize the terms of the land purchase from Sportech and the participative loan receivable to ensure fair value and arm's-length pricing.
• Revenue Sustainability: Assess the durability of the new educational services and naming rights revenue streams compared to the declining HPT program revenue.
• Internal Control Remediation: Monitor the timeline and effectiveness of remediation efforts for the identified material weaknesses in financial reporting.