Nomadar (NOMA) Registration filing summary

Company overview and business model

• Innovation arm of Cádiz CF, with four proposed or active verticals: high-performance soccer training, stadium events, Mágico González merchandise and licensing, and a planned multi-purpose event center and academies.

• HPT serves youth players through partner organizations; fees depend on enrollment duration, generally one to ten months. About 20 players were in long-term programs and 10 had joined short-term programs as of the filing date.

• Stadium events generate upfront fees and variable ticket-sales consideration; a 10-year agreement grants temporary, non-exclusive use of Mirandilla Stadium, with related operating costs reimbursed.

• Sportech City is planned in Cádiz as a venue for more than 40,000 attendees, with hotel, commercial, food, clinic, gym and spa facilities; construction is planned for 2026–2030.

• Mágico González U.S. e-commerce launch was planned for Q4 2025; the HPT digital rollout was planned for Q3 2025, although HPT participation through 2025 had remained in person.

Financial performance and metrics

• FY2024 revenue was $8,025 and net loss was $1,372,991; H1 2025 revenue was $499,570 and net loss was $914,077, versus $384,650 loss in H1 2024.

• H1 2025 revenue included $321,082 from HPT and $178,488 from stadium events; gross profit was $228,476 after $271,094 cost of sales.

• At June 30, 2025, cash was $186,070, working capital deficit $2,080,659, accumulated deficit $2,326,630, and total assets $8,971,849.

• The auditor and management cited substantial doubt about the ability to continue as a going concern for one year after issuance of the financial statements.

Use of proceeds and capital allocation

• Resale sales by registered stockholders generate no proceeds for the issuer; listing and public-company transition costs are expensed as incurred.

• Sportech City development and infrastructure funding is estimated at €285 million (~$334.1 million); the financing plan includes ~€162 million of debt from 2027 and ~€123 million of equity financing beginning in 2027.

• Sportech committed up to $10 million for operations in 2025–2027, conditional on continued U.S. national exchange listing; cash contributions are exchanged for common shares priced under the stated Nasdaq formula.

• The SEPA allows discretionary sales of up to $30 million of shares to Yorkville; two $0.5 million prepaid advances had been funded, with a further $2 million tied to registration effectiveness and listing conditions.