Nomadar Corp. (NOMA) - Q3 2025 10-Q Summary
Business Context and Reporting Period
This report covers the quarterly period ended September 30, 2025. Nomadar Corp. is a sport technology business majority-owned by Sport City Cádiz, S.L. ("Sportech"). The company operates two primary revenue-generating verticals: the High Performance Training (HPT) program for young athletes and event management at the Nuevo Mirandilla Stadium. The company completed its Direct Listing on the Nasdaq Capital Market on October 31, 2025, subsequent to the reporting period.
Key Financial Metrics
| Metric | Q3 2025 (3 Months) | YTD 2025 (9 Months) | YTD 2024 (9 Months) |
|---|---|---|---|
| Revenue | $378,099 | $877,669 | $0 |
| Gross Profit | $305,505 | $533,981 | $0 |
| Gross Margin | 80.8% | 60.8% | N/A |
| Net Loss | $(496,209) | $(1,410,286) | $(885,064) |
| Cash and Equivalents | $64,540 (as of Sept 30, 2025) | ||
| Working Capital | Deficit of $4,171,735 | ||
| Total Assets | $10,518,434 | ||
| Total Liabilities | $5,105,829 | ||
| Stockholders' Equity | $5,412,605 |
Material Changes vs. Prior Period
- Revenue Initiation: The company generated $877,669 in revenue for the nine months ended September 30, 2025, compared to $0 in the same period in 2024. This marks the commencement of commercial operations under the HPT and Stadium agreements.
- Asset Composition: Total assets increased significantly from $16,657 in December 2024 to $10.5 million in September 2025. This is primarily driven by the acquisition of a related-party loan receivable valued at $8.6 million and a $1.5 million deposit paid for a future land lease.
- Expense Structure: Professional fees increased to $1.19 million (YTD 2025) from $790,112 (YTD 2024), driven by costs associated with the Direct Listing. Non-operating expenses increased due to the issuance of convertible notes and related fair value adjustments.
- Financing Activity: The company repaid its stockholder loan in full during the quarter. It also secured $920,000 in net proceeds from convertible notes and $1.34 million in contributed capital received in advance.
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 a working capital deficit of $4.17 million, an accumulated deficit of $2.82 million, and a reliance on future financing to fund operations and the planned "Sportech City" construction project.
- Capital Resources: The company relies on a binding capital contribution agreement with Sportech (up to $10 million) and a Standby Equity Purchase Agreement (SEPA) with Yorkville (up to $30 million). As of the filing date, $2 million of the Sportech commitment was funded, and $1 million of the Yorkville convertible notes was outstanding.
- Future Projects: The company plans to construct a multi-purpose event center ("Sportech City") in Cádiz, Spain, with an estimated cost of $334.1 million. Construction is scheduled to begin in 2026, but the company currently lacks the required funding.
- Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding the financial close and reporting process, concluding that disclosure controls were not effective as of September 30, 2025.
Investor Verification Checklist
- Going Concern Status: Verify the status of the $10 million capital commitment from Sportech and the $30 million SEPA with Yorkville to assess liquidity runway.
- Related Party Transactions: Review the terms of the $8.6 million loan receivable from a related party and the $1.5 million deposit paid to Sportech for the land lease to understand asset quality and concentration risk.
- Revenue Sustainability: Assess the scalability of the HPT program and stadium event revenue, which currently drive all income, against the high fixed costs of public company compliance.
- Convertible Note Terms: Examine the conversion mechanics of the Yorkville notes (variable price based on VWAP) and the potential for significant dilution.
- Internal Control Remediation: Monitor the company's progress in remediating the identified material weaknesses in internal controls over financial reporting.