🧾 What This Document Is

This is an 8-K filing, which is a report companies file with the SEC to announce major, important events to investors. This particular filing has two key parts attached:

The Securities Purchase Agreement: The legal contract detailing a new investment deal.
A Press Release: The company's announcement putting a positive spin on the deal and outlining its strategic plans.

In simple terms, Nomadar is telling the world, "We just secured new money from an investor on specific terms, and here’s how we plan to use it to grow."

🏢 What The Company Does

In simple terms, Nomadar is building a global sports and entertainment tech platform. They operate at the intersection of elite athlete training, building physical sports venues, and creating digital engagement tools. A unique part of their business is a connection to Cádiz CF, a 115-year-old professional soccer club in Spain's top league, La Liga. They're also developing a large multi-purpose event center called the JP Financial Arena in southern Europe.

👉 Think of them as a company trying to connect high-performance sports, real estate, and technology into one scalable business.

💰 The Investment Deal: Key Financial Details

This is the core of the legal agreement. Nomadar is selling shares of its stock to a new investor.

Total Investment: $1,738,801.60 (referred to as the "Aggregate Subscription Amount").
Price Per Share: $3.65 (called the "Per Share Purchase Price"). This price can be adjusted if the company has stock splits or dividends.
How the Money Arrives: It’s not one lump sum. The investment is structured into seven separate closings over the next several months:
- Initial Closing (Now): Investor pays $90,001.70 for 24,658 shares.
- Six Future Closings: From May to October 2026, the investor will pay about $274,800 each month for roughly 75,288 shares each time.

Why it matters: This staggered funding schedule provides the company with cash over a six-month period, aligning investor payments with the company's expected need for capital to execute its plans.

🚀 What Nomadar Says It Will Do With the Money

The press release explains the company's strategy for using this new capital. They plan to accelerate their global expansion by:

Expanding their High-Performance Training (HPT) programs into new international markets.
Accelerating development of the JP Financial Arena project.
Enhancing their technology platform, focusing on performance analytics, AI, and fan engagement tools.
Strengthening strategic partnerships in key global markets.

The company notes that this investment, combined with a prior $5.4 million strategic investment, brings recent total capital raised to approximately $7.13 million. This helps fulfill a $10 million capital commitment from its majority shareholder, Sport City Cádiz, ahead of schedule.

⚖️ The Legal Nitty-Gritty (Representations & Warranties)

In any investment deal, both sides make legal promises. Here’s a simplified version of what each side is saying:

Nomadar (The Company) Promises: It's a legitimately organized corporation in good standing. It has the authority to make this deal. Its stock shares are properly authorized. All its past financial reports filed with the SEC are accurate. No "Bad Actor" disqualifications exist (meaning key company people aren't barred from securities offerings).
The Investor Promises: It's buying the shares for its own account, not for someone else. It qualifies as a sophisticated "accredited investor" or similar status who understands the risks. It has had access to all of Nomadar's information and financial reports to make an informed decision.

Why it matters: These standard representations protect both parties and are necessary for the deal to comply with securities laws, allowing the shares to be sold without a public registration.

🔮 What This Signals & What's Next

This filing signals continued investor confidence and a validated strategy for Nomadar. Securing capital ahead of schedule is a positive operational sign. The immediate "next" steps are the scheduled monthly closings where the investor will wire funds and receive shares through October 2026.

The company is clearly in a growth and execution phase, using this capital to build out its physical and digital infrastructure across multiple continents. The success of this plan now depends on their ability to deploy this capital effectively to expand their training programs, build their arena, and enhance their tech platform.

🧠 The Analogy

Imagine Nomadar is building a global franchise for a high-end sports training academy. This investor deal is like signing a contract for a large equipment and construction loan, but instead of getting all the money upfront, the funds are released in monthly installments as specific construction milestones are met. The company has now shown it can secure the financing and is using it to open new academy locations (HPT expansion), build a flagship arena (JP Financial Arena), and develop a proprietary app for members (digital platform).

📇 Key Contacts & People

Joaquin Martin: CEO of the Americas & Global Vice Chairman of Nomadar.
- Email: [email protected]
Rafael Jesús Contreras Chamorro: Chief Executive Officer (signed the agreement for Nomadar).
Fatema Bhabrawala: Director of Media Relations, Alliance Advisors.
- Email: [email protected]
Investor Relations Contact: [email protected]
Richard Land, Alliance Advisors (for IR):
- Email: [email protected]
Transfer Agent: Continental Stock Transfer & Trust Company (One State Street Plaza, 30th Floor, New York, New York 10004).

🧩 Final Takeaway

Nomadar has locked in $1.74 million in new strategic funding through a structured monthly payment deal. This capital is specifically earmarked to accelerate its global sports-tech platform expansion, fulfilling a major financial commitment from its key backer ahead of schedule and signaling strong momentum for its ambitious growth plans.

Nomadar Corp. — 8-K Filing