Nomadar Corp. (NOMA) - Q1 2026 10-Q Summary
Business Context and Reporting Period
Nomadar Corp. is a sport technology business majority-owned by Sport City Cádiz, S.L. ("Sportech"). The company operates High Performance Training (HPT) programs, manages stadium events, and is developing the "Sportech City" multi-purpose event center in Spain. This report covers the quarterly period ended March 31, 2026. The company completed its direct listing on the Nasdaq Capital Market on October 31, 2025.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Revenue | $403,800 | $186,937 |
| Gross Profit | $355,944 | $10,549 |
| Net Loss | $(1,586,954) | $(291,319) |
| Net Loss Per Share (Basic & Diluted) | $(0.10) | $(0.03) |
| Cash and Cash Equivalents (End of Period) | $1,962,060 | $26,859 |
| Working Capital | $(4,733,516) Deficit | N/A |
| Convertible Notes Payable (Fair Value) | $1,866,013 | $1,646,663 |
| Accumulated Deficit | $(5,766,825) | $(1,703,872) |
Material Changes vs. Prior Period
- Revenue Growth: Revenue increased 116% to $403,800, driven by the launch of educational services ($253,725), naming rights revenue ($48,739), and Mágico González brand revenue ($52,500). This offset a decline in HPT training revenue.
- Expense Surge: Total operating expenses rose 282% to $1,134,709. General and administrative expenses increased 1,007% to $503,011, and professional fees rose 120% to $559,300, largely due to public company compliance costs.
- Non-Cash Losses: The net loss widened significantly due to a $621,207 non-cash loss from the change in fair value of convertible notes payable.
- Liquidity Position: Cash balances increased from $78,163 at year-end 2025 to $1,962,060, primarily due to equity financing proceeds and loan repayments from related parties.
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 due to the working capital deficit and accumulated losses. Continuation depends on securing additional equity or debt financing.
- Financing Activities: The company received $10 million under a capital contribution agreement with Sportech. Additionally, it entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $30 million, with $3 million in prepaid advances already funded via convertible notes.
- Convertible Notes: Yorkville convertible notes mature on May 20, 2026. The conversion price was adjusted downward to $3.65 per share following recent equity issuances. Yorkville has the right to convert notes into common stock.
- Internal Controls: Management identified material weaknesses in internal controls over financial reporting, specifically regarding insufficient review and monitoring of the financial close process. Disclosure controls were deemed ineffective as of March 31, 2026.
- Subsequent Events: Post-period, the company executed additional equity tranches and entered into a binding purchase option for 130,000 square meters of the Sportech City property for approximately $4.45 million.
Investor Verification Checklist
- Verify the status of the Yorkville convertible notes maturing May 20, 2026, and the likelihood of conversion versus cash repayment.
- Confirm the timeline and funding status for the Sportech City construction project, given the recent $4.45 million land purchase commitment.
- Assess the sustainability of revenue streams, particularly the educational services and naming rights, which drove Q1 growth.
- Review the remediation plan for the identified material weaknesses in internal controls.
- Monitor the execution of the SEPA and capital contribution agreements to ensure sufficient liquidity to cover the working capital deficit.