Nomadar (NOMA) Registration filing summary

Company overview and business model

• Sports and technology venture affiliated with Cádiz CF; proposed lines include the Sportech City event complex, high-performance soccer training, stadium events, Mágico González commerce and planned academies.

• Training revenue comes from athlete fees for in-person programs, generally lasting one to ten months; about 20 players were in long-term training and 10 had joined short-term programs as of the filing.

• The HPT program has operated since H2 2024; digital remote training was planned for Q3 2025, while the Mágico González U.S. e-commerce launch was also planned for Q3 2025.

• Sportech City is planned as a ~110,000 m² complex with a venue for over 40,000 fans, hotel, convention and commercial space, sports clinic, gym and spa; construction is scheduled to start in 2026 and finish around 2030.

• Mirandilla Stadium rights support event operations; planned event contracts combine upfront fees and ticket-sales participation, while the 10-year stadium agreement requires reimbursement of justified operating expenses.

Financial performance and metrics

• Q1 2025 revenue was $186,937, gross profit $10,549 and net loss $291,319; FY2024 revenue was $8,025 and net loss $1,372,991.

• 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.

• Q1 2025 operating cash flow was positive $47,638, while financing cash flow was negative $21,196; FY2024 operating cash flow was negative $500,282.

• Q1 2025 professional fees were $253,997, primarily for registration filing, legal, accounting and audit work.

Use of proceeds and capital allocation

• Resale proceeds go to selling stockholders; no proceeds accrue from their sales, and costs of the direct listing and public-company transition are expensed as incurred.

• Sportech agreed to contribute up to $10 million during 2025–2027, conditioned on a U.S. national exchange listing; funding is exchanged for shares priced under the stated Nasdaq-based formula.

• Yorkville’s SEPA allows up to $30 million of share sales at the issuer’s option; prepaid advances total up to $3 million, with $1 million funded by June 30, 2025 and a further $2 million tied to registration and listing effectiveness.

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

• Monthly burn was estimated at ~$192,000 from September 2025 through April 2027, when additional funding was expected to be needed.