Nomadar (NOMA) Registration filing summary

Company overview and business model

• Innovation platform built around Cádiz CF, with four proposed verticals: Sportech City event complex, High Performance Training Program (HPT), Mágico González merchandise/licensing, and soccer academies. Operations and revenue remain limited.

• HPT began operating in H2 2024; athletes pay fees based on program length, generally one to ten months. About 700 athletes historically enrolled at the Cádiz CF Academy since 2022.

• Exclusive Cádiz CF licenses run for 20 years and carry 15% royalties on net sales; Nasdaq delisting can trigger termination. Mágico González rights apply outside Spain.

• Sportech City is planned for Cádiz, Spain, with an event venue for up to 40,000 attendees, commercial, hotel, food, sports clinic, gym and spa facilities; construction is scheduled to start in 2026 and finish around 2030.

Financial performance and metrics

• For the nine months ended September 30, 2024, net loss was $885,064, including $790,112 in professional fees, $91,587 in G&A and $3,365 in stockholder-loan interest expense.

• At September 30, 2024, cash was $316, working capital deficit $699,576, accumulated deficit $924,626 and total liabilities $874,087.

• Operating cash use was $185,914 and financing cash provided was $171,600 for the nine months ended September 30, 2024; financing included $139,000 of stockholder-loan proceeds.

• Estimated monthly burn is $192,000 from February 2025 through May 2026; additional funding is anticipated thereafter. Auditor and management identified substantial doubt about going-concern status for one year.

Use of proceeds and capital allocation

• Registered-stockholder resales provide no proceeds to the issuer; funds from the resale offering are not earmarked for operating or development costs.

• Sportech committed up to $10 million for 2025–2026, conditional on continued U.S. national-exchange listing; contributions are $5.5 million in 2025 and $4.5 million in 2026, exchanged for Class A shares.

• Sportech City development is estimated to require €285 million (~$309.7 million): planned financing includes ~€162 million (~$176 million) debt from 2027 and ~€123 million (~$133.7 million) equity beginning in 2027.

• A Sportech credit line permits up to $1 million at 4.19% APR, due by December 31, 2029; $488,649 had been drawn as of the prospectus date.