Nomadar Corp. (NOMA) 10-K Summary
Business Context and Reporting Period
Company: Nomadar Corp. (formerly Sportech City USA, Corp.)
Reporting Period: Fiscal year ended December 31, 2025
Listing Status: Direct listing on Nasdaq Capital Market (Symbol: NOMA) completed October 31, 2025.
Business Model: Innovation arm of Cádiz CF (Spanish professional soccer club). Operations focus on four verticals: High Performance Training (HPT) programs, stadium event management, the "Mágico González" brand commercialization, and the proposed development of the "JP Financial Arena" multi-purpose event center in Cádiz, Spain.
Ownership: Controlled company; Sport City Cádiz, S.L. ("Sportech") and Cádiz CF collectively own approximately 91.59% of voting power.
Key Financial Metrics (Year Ended Dec 31, 2025)
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $921,940 | $8,025 |
| Cost of Sales | $444,858 | $6,318 |
| Gross Profit | $477,082 | $1,707 |
| Gross Margin | 51.7% | 21.3% |
| Operating Expenses | $3,168,587 | $1,367,068 |
| Net Loss | $(2,767,318) | $(1,372,991) |
| Cash and Equivalents (End of Period) | $78,163 | $417 |
| Working Capital | $(3,908,272) Deficit | $(873,034) Deficit |
| Accumulated Deficit | $(4,179,871) | $(1,412,553) |
Debt & Liquidity:
- Convertible Notes: $1,646,663 outstanding (fair value) under Standby Equity Purchase Agreement (SEPA) with Yorkville.
- Related Party Loan: $8,711,035 Participative Loan receivable (assigned from Cádiz CF to Nomadar).
- Lease Liability: $1,922,489 total finance lease liability for land purchase option.
- Direct Listing Fees Payable: $754,154 (current and long-term).
Material Changes vs. Prior Period
- Revenue Surge: Revenue increased 11,388% to $921,940, driven by the commencement of HPT program services ($433,520) and stadium event management ($482,044).
- Expense Growth: Professional fees rose 117% to $2.77 million, primarily due to legal, accounting, and audit costs associated with the direct listing. General and administrative expenses increased 383%.
- Net Loss Expansion: Net loss doubled to $2.77 million, driven by professional fees and non-cash expenses (SEPA commitment fees, OID on convertible notes, amortization of loan premium), partially offset by a $702,707 gain on the change in fair value of convertible notes.
- Capital Structure: Issued 750,000 shares to Cádiz CF for the Participative Loan assignment and 260,433 shares to Sportech for capital contributions.
Guidance, Outlook, Risks, and Contingencies
Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for one year following the report date. The Company has limited cash ($78k) and a significant working capital deficit. Continuation depends on obtaining additional financing from Sportech (up to $10M commitment) or third-party investors.
Capital Requirements:
- JP Financial Arena: Estimated total funding required is €285 million (~$334M). Construction is scheduled to begin in early 2027 with completion by 2031. The Company currently lacks the required funding.
- Financing Plans: Reliance on Sportech capital contributions, the SEPA facility (up to $30M), and future debt/equity offerings.
Key Risks:
- Related Party Dependence: Heavy reliance on Sportech and Cádiz CF for funding, licensing (HPT and Mágico González), and stadium access. Conflicts of interest exist as the CEO is also an executive of Cádiz CF.
- License Termination: Exclusive licenses for HPT and Mágico González can be terminated if the Company fails to meet Nasdaq listing standards.
- Internal Controls: Material weaknesses identified in internal control over financial reporting (insufficient review/monitoring of financial close).
- Construction Risk: No guarantee JP Financial Arena will be completed on time, within budget, or at all.
Investor Verification Checklist
- Capital Sufficiency: Verify the status of the $10M capital contribution agreement with Sportech and the remaining tranches of the $30M SEPA facility.
- Related Party Terms: Review the specific payment terms and pricing for services under the Framework Agreement with Cádiz CF, as these are not yet fully established.
- Going Concern Mitigation: Confirm receipt of subsequent financing tranches mentioned in Note 12 (e.g., $1.9M from Sportech in Feb 2026, $5.4M private placement).
- Internal Controls: Monitor progress on remediation of material weaknesses in financial reporting controls.
- Project Viability: Assess the realistic timeline and funding sources for the JP Financial Arena, given the $334M capital requirement and current cash position.