Business Context and Reporting Period
Nomadar Corp. (NOMA) filed a Form 8-K on September 13, 2026, announcing the entry into a Material Definitive Agreement. The Company, through its wholly-owned subsidiary Fox Soccer Holding Company LLC, agreed to acquire 100% of the equity interests of the "Fox Companies," a group of four soccer academies operating in New York, North Carolina, the United Kingdom, and Austria. The transaction is subject to customary closing conditions and must be completed within 60 days of the agreement date.
Key Financial Metrics and Transaction Structure
The filing details a complex acquisition structure involving equity, cash, and contingent payments rather than standard operating financial metrics.
- Base Cash Payment: $2,000,000 (subject to working capital and debt adjustments).
- Equity Consideration (Closing): Sellers receive 49% of the Fox Soccer Holding Company LLC (4,419,607 Class B Units) and Nomadar Corp. common stock valued at $500,000 ($3.36575/share).
- Holdback: $600,000 of the closing cash payment is withheld for two years for indemnification claims.
- Deferred Payments: Two installments totaling $2,600,000 in cash and $600,000 in Nomadar shares, payable after the 2026-2027 and 2027-2028 soccer seasons.
- Earnout Potential: Up to $1,500,000 contingent on cumulative net income exceeding approximately $10.9 million over four seasons (2025-2029).
- Call Option: Nomadar retains the right to acquire the Sellers' remaining 49% interest for $4,400,000 within 90 days after the earnout determination.
The filing does not provide specific revenue, profit, cash flow, or debt figures for Nomadar Corp. or the Fox Companies as of the reporting date.
Material Changes and Governance
Upon closing, the Fox Companies will become wholly-owned subsidiaries of the Purchaser. Governance of the new holding company will be managed by a Board of Managers consisting of Raluca Gold-Fuchs, Carlos Lacave, and Joaquín Martín Perles (appointed President). The Sellers are bound by five-year non-competition, non-solicitation, and confidentiality covenants. Employment agreements with key sellers, including Raluca Gold-Fuchs and Chad Metzler, will become effective at closing.
Outlook, Risks, and Contingencies
The transaction is contingent on the absence of a Material Adverse Effect, receipt of governmental consents, and the non-rescission of specific employment agreements. Nomadar has the option to terminate the agreement if closing does not occur within 60 days, unless the delay is caused by the terminating party's material breach. The filing includes standard forward-looking statement disclaimers regarding integration risks, retention of key employees, and the ability to realize anticipated benefits. Future share issuances for deferred and earnout payments will rely on exemptions from registration under the Securities Act.
Investor Verification Checklist
- Verify the satisfaction of closing conditions, specifically governmental consents and the absence of a Material Adverse Effect.
- Confirm the final purchase price adjustments regarding cash on hand, working capital, and net debt of the Fox Companies at closing.
- Monitor the 60-day deadline for closing to ensure the transaction is not terminated.
- Review the specific terms of the employment agreements for Raluca Gold-Fuchs and Chad Metzler to assess retention risks.
- Track the performance of the Fox Companies against the $10.9 million cumulative net income threshold required to trigger the earnout.