Nomadar (NOMA) Registration filing summary

Company overview and business model

• Delaware incorporation in Aug. 2023; Nasdaq Capital Market trading began Oct. 31, 2025 under NOMA; positioned as Cádiz CF’s innovation arm across sports, health and technology.

• Four proposed verticals: High Performance Training Program (HPT), stadium events, Mágico González merchandise and licensing, and soccer academies; academy operations remain planned.

• HPT serves youth athletes through partner organizations and in-person programs; fees depend on enrollment duration, generally one to ten months. Online training was planned, but none had been conducted by 2025.

• Stadium events generate upfront fees and a share of ticket sales; operations began generating revenue in 2025, while the 10-year stadium agreement requires reimbursement of qualifying operating costs.

• Mágico González brand plans include U.S. e-commerce, merchandise and future experiential ventures; the proposed Sportech City complex is planned in Cádiz, Spain.

Financial performance and metrics

• 9M 2025 revenue $877,669, cost of sales $343,688, gross profit $533,981 and net loss $1,410,286; 9M 2024 net loss was $885,064.

• 9M 2025 revenue included $414,854 from HPT and $462,815 from stadium events; Q3 2025 revenue was $378,099, including $93,772 from HPT and $284,327 from events.

• At Sept. 30, 2025: cash $64,540, working capital deficit $4,171,735 and accumulated deficit $2,822,839; management cited substantial doubt about ability to continue as a going concern.

• 9M 2025 operating cash use was $1,501,030; financing cash inflow was $1,565,153. 2024 revenue was $8,025 and net loss was $1,372,991.

Use of proceeds and capital allocation

• No proceeds from Yorkville’s resales; up to $30 million gross may be raised from optional SEPA share sales, with net proceeds planned for working capital and general corporate purposes.

• Potential proceeds may also fund capital expenditures, IP or technology licensing and acquisitions or investments in complementary businesses; management has broad allocation discretion.

• Sportech committed up to $10 million for 2025–2027, conditional on U.S. exchange listing; $2 million was allocated for 2025, $6 million across three 2026 tranches and $2 million in 2027.

• Sportech City development funding is estimated at €285 million (~$334.1 million); plans envision ~€162 million debt and ~€123 million equity financing beginning in 2027.