Business Context and Reporting Period
Nomadar Corp. (NOMA), a Delaware corporation and emerging growth company, filed this Form 8-K on August 19, 2026. The Company is currently a subsidiary of Sport City Cádiz, S.L.U., which is controlled by Cádiz Club de Fútbol, S.A.D. ("Cádiz CF"). The filing reports on a proposed corporate reorganization intended to reverse the current ownership structure, positioning Nomadar Corp. as the ultimate parent company of the Cádiz CF professional football club.
Key Financial Metrics
This filing is a Current Report regarding a corporate event and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for the equity interests of Cádiz CF or the number of Nomadar Corp. shares to be issued in the proposed exchange.
Material Changes and Proposed Transactions
The Board of Directors of Cádiz CF approved a "Spin-Off Project" on August 19, 2026, which serves as the initial phase of a broader Reorganization. The proposed steps include:
- Reverse Financial Partial Spin-Off: Cádiz CF would transfer all equity interests in Sport City to Sport City via universal succession. Sport City's equity would then be allocated to Cádiz CF shareholders.
- Share Contribution and Exchange: Cádiz CF shareholders would contribute their Cádiz CF shares to Sport City in exchange for new Sport City equity. Subsequently, Sport City would contribute its Cádiz CF shares to Nomadar Corp. in exchange for newly issued Nomadar Corp. Common Stock.
- Outcome: Upon completion, Nomadar Corp. would become the majority owner of the Cádiz CF professional football club.
Guidance, Outlook, and Risks
Timeline and Approval: The Spin-Off Project is expected to be submitted for shareholder approval at a Cádiz CF general meeting on or about September 30, 2026. Any contribution to Nomadar Corp. requires approval by the Company's Board of Directors and potentially its stockholders.
Risks and Uncertainties: The filing explicitly states that no assurance can be given that the Reorganization or Exchange will be completed on the described terms or at all. Key risks include:
- Failure to obtain required corporate, stockholder, or regulatory approvals.
- Potential dilution to existing stockholders from the issuance of new Common Stock.
- Changes in applicable laws or general economic conditions.
The Company disclaims any obligation to update forward-looking statements regarding the Reorganization.
Investor Verification Checklist
- Verify the outcome of the Cádiz CF shareholder meeting scheduled for approximately September 30, 2026.
- Confirm whether the Nomadar Corp. Board of Directors approves the proposed Exchange and issuance of new shares.
- Monitor for future filings detailing the valuation of Cádiz CF and the specific number of shares to be issued.
- Review regulatory approvals required in Spain and the United States for the cross-border reorganization.