Nomadar (NOMA) Registration filing summary

Company overview and business model

• Sports, health, and technology strategy built around four proposed or active verticals: Sportech City, high-performance training, stadium events, and Mágico González merchandise and licensing.

• Sportech City is planned as a ~110,000 m² Cádiz complex with a 40,000-seat event venue, hotel, convention and commercial spaces, sports clinic, gym, and spa; construction is scheduled to start in 2026 and finish by or around 2030.

• High-performance training began operating under the license in H2 2024; as of the filing, ~20 players were in long-term training and 10 had attended short-term programs, all in person.

• The 10-year stadium agreement allows temporary, non-exclusive use of Nuevo Mirandilla Stadium; event revenue is expected to combine upfront coordinator fees and a percentage of ticket sales.

• The Mágico González brand is licensed exclusively outside Spain; U.S. e-commerce was planned for Q3 2025, while remote HPT was planned for rollout in Q3 2025.

Financial performance and metrics

• Q1 2025 revenue was $186,937, cost of sales $176,388, gross profit $10,549, and net loss $291,319; professional fees were $253,997.

• FY2024 revenue was $8,025 and net loss was $1,372,991; professional fees were $1,274,941, primarily for listing preparation and related legal, accounting, and audit services.

• At March 31, 2025, cash was $26,859, working capital deficit $1,185,549, and accumulated deficit $1,703,872; auditor and management cited substantial doubt about going concern for one year.

• Estimated monthly burn was ~$192,000 from September 2025 through April 2027, when additional funding was anticipated to be needed.

Use of proceeds and capital allocation

• Resale sales by registered stockholders yield no proceeds to the issuer; available funds and future earnings are intended for business development, commercialization, and growth, with no cash dividends anticipated in the foreseeable future.

• Sportech committed up to $10 million in equity contributions for 2025–2027, conditional on listing on a U.S. national exchange; shares will be issued in exchange for the contributions.

• Yorkville’s SEPA allows up to $30 million of share purchases; up to $3 million in prepaid advances was structured in three tranches, with the first $500,000 disbursed in May 2025.

• Sportech City development is estimated to require €285 million (~$309.7 million); plans contemplate ~€162 million (~$176 million) of debt and ~€123 million (~$133.7 million) of equity financing beginning in 2027.