🧾 What This Document Is

This is Nomadar Corp.'s (NOMA) annual report (Form 10-K) for the fiscal year ended December 31, 2025. It’s a comprehensive look at the company’s business, financial condition, and risks, required by the SEC. Think of it as the company’s official "report card" for the year.

🏢 What The Company Does

👉 In simple terms, Nomadar is a startup building a business around soccer (football) entertainment, training, and branding. They’re not a team, but a company creating services and products tied to the sport.

Their core idea is to be a bridge between the European soccer world (specifically Spanish club Cádiz CF) and markets in the U.S. and Latin America. They operate through a Spanish branch and have three main business lines:

• High Performance Training (HPT): Running in-person soccer academies for young athletes, primarily in Spain, under a license from Cádiz CF.
• Stadium Events: Managing and hosting non-soccer events (concerts, etc.) at Cádiz CF’s JP Financial Stadium.
• Mágico González Brand: Building an e-commerce and merchandise business around the legacy of Salvadoran soccer legend Jorge "Mágico" González, with exclusive rights outside Spain.

Their success is deeply tied to the performance and popularity of Cádiz CF and its assets.

💰 Financial Highlights

The numbers tell the story of a company in its very early, pre-profit stage:

• Revenue & Profit: Limited revenue history since its 2023 inception. It incurred a net loss and has an accumulated deficit of approximately $4 million as of December 31, 2025.
• Cash & Going Concern: As of December 31, 2025, it had only ~$78,000 in cash and a working capital deficit of ~$4 million. The financials include a "going concern" warning, meaning auditors doubt the company can survive the next year without securing more funding.
• Shares Outstanding: As of March 31, 2026, there were 14,275,900 shares of Class A common stock outstanding.

👉 Why it matters: This company is burning cash to get started and is surviving on investor and partner funding. It is not self-sustaining yet.

🚀 Key Moves & Capital Strategy

Nomadar’s plans are ambitious and expensive. They have two main strategies for funding them:

1. Partner Funding (Sportech): Their principal shareholder, Sportech, has committed to providing up to $10 million through 2027. In return, Sportech gets newly issued shares. They’ve already received about $4.2 million from Sportech in 2025-2026. * They also took over a €7.7 million loan from Sportech (the "Participative Loan") by issuing 750,000 shares to Cádiz CF.

2. External Equity: They’ve sold stock directly to outside investors. In February 2026, they sold up to $5.4 million of stock at $3.65 per share to an investor introduced by Sportech.

The Big Ticket Item: JP Financial Arena This is their largest planned project—a massive, multi-purpose event center in Spain.

• Estimated Cost: €285 million (~$334.1 million).
• Funding Plan: €162 million ($176 million) in planned debt (starting 2027) and €123 million ($133.7 million) in future equity raises.
• 👉 Why it matters: The company has secured none of this funding yet. This is a huge, speculative future cost that is far beyond its current financial capacity.

📦 Financial Position & Structure

The company’s financial structure is complex and relies heavily on related parties:

• Debt: Includes the Participative Loan (fair value ~$8.7 million) and a history of convertible notes with Yorkville Advisors.
• Equity: The capital structure is complicated by multiple share classes (Class A, B) and numerous recent share issuances to partners and investors, which dilutes existing shareholders.
• Reliance on Cádiz CF: The business operates on licenses from Cádiz CF for its HPT and Mágico González brand. Losing these would cripple operations.

🔮 What's Next & Strategic Direction

The company’s strategy is timing-driven and expansion-focused:

• Leverage Major Events: They’ve launched initiatives to align with the upcoming FIFA World Cups in North America (2026) and Spain (2030).
• Launch the Mágico González E-commerce Platform: Planned for the second quarter of 2026 from a distribution center in Texas.
• Expand the HPT Program: Seek new club partners globally to offer their training methodology.
• Advance the JP Financial Arena: Secure permits and, crucially, the massive financing required for construction.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Exclusive access to Cádiz CF’s assets and the Mágico González legend.
• Backing of a committed (though not guaranteed) financial partner in Sportech.
• Strategic positioning to capitalize on the growth of soccer’s popularity in the Americas.

⚠️ Major Risks:

• Funding Risk: "Going concern" warning. The business model requires hundreds of millions in future capital it doesn’t have.
• Execution Risk: The Arena project is unproven, massively expensive, and faces a 2031 completion target at the earliest.
• Dependency Risk: Its fate is tied to Cádiz CF’s soccer performance and the continuation of key license agreements.
• Competition: Faces intense competition in sports training, event venues, and licensed apparel from much larger, established players.
• Operational Risk: As a startup with limited revenue and 8 full-time employees, scaling operations smoothly is a huge challenge.

🧠 The Analogy

Nomadar is like a startup building a high-end restaurant chain. They’ve secured the exclusive franchise rights to a famous chef’s recipes (Mágico González) and access to a popular local farm’s ingredients (Cádiz CF’s assets). However, they only have enough cash to renovate one kitchen (HPT program), and their grand plan to build a massive, flagship food hall (JP Financial Arena) will cost millions they haven’t raised yet. Their biggest investor is fronting the bills, but the whole venture hinges on getting a bank loan for the food hall and customers loving the food.

📇 Key Contacts & People

• Company Address: 5015 Highway 59 N, Marshall, Texas 75670
• Phone: (323) 672-4566
• Website: www.nomadar.com
• Auditor & Independent Accountant: Not specified in the provided text, but typically found in Item 8.
• Key Parties: The company is controlled by its relationship with Sportech and Cádiz CF.

🧩 Final Takeaway

Nomadar is a high-risk, high-reward startup trying to build a soccer-centric business empire on the foundation of a Spanish football club. While its ambitions are large, it is currently cash-poor, loss-making, and entirely dependent on continuous external funding to survive and reach its goals. The single biggest factor for investors to watch is its success in securing the hundreds of millions in future financing for the JP Financial Arena. Without that, the grand vision remains a blueprint.