Nomadar (NOMA) Registration filing summary

Company overview and business model

• Sports, health and technology venture linked to Cádiz CF; active and proposed lines include high-performance soccer training, stadium events, Mágico González merchandise and a planned multi-purpose development in Cádiz, Spain.

• HPT fees are based on athlete participation and program duration; stadium-event contracts combine upfront fees and ticket-sales consideration.

• HPT began operations in H2 2024; as of the filing, ~20 athletes were in long-term programs and 10 had participated in short-term programs. Remote training had not begun.

• Sportech City is planned to include a venue for ~40,000 attendees, hotel, convention and commercial areas, sports clinic, gym and spa; construction is scheduled to start in 2026 and finish by or around 2030.

• Mágico González U.S. e-commerce launch is planned for Q4 2025; future academy operations in the U.S. and Europe remain proposed.

Financial performance and metrics

• FY2024 revenue was $8,025 and net loss was $1.37M; H1 2025 revenue was $499,570 and net loss was $914,077.

• H1 2025 revenue included $321,082 from HPT and $178,488 from stadium events; gross profit was $228,476.

• At June 30, 2025, cash was $186,070, working capital deficit $2.08M, total assets $8.97M and accumulated deficit $2.33M.

• Auditors and management cited substantial doubt about the ability to continue as a going concern for one year after financial statements were available for issuance.

Use of proceeds and capital allocation

• Registered Stockholder resales generate no proceeds for the issuer; costs of the direct listing and public-company transition are expensed as incurred.

• Sportech City development is estimated to require €285M (~$334.1M); a proposed mix includes external debt, shareholder capital and new equity, but funding is not secured.

• Sportech committed up to $10M for operations in 2025–2027, conditioned on U.S. national exchange listing; contributions are exchanged for common shares.

• A Yorkville facility permits up to $30M in share purchases, subject to conditions; $1M in convertible-note advances had been funded by July 2, 2025, with a further $2M tied to registration effectiveness.