Note: This is NOT an IPO. This is a Direct Listing on NASDAQ. No new stock will be issued. Registered Stockholders will offer the stock, according to the prospectus. Clear Street is the financial advisor for Nomadar Corp.’s Direct Listing on NASDAQ, according to the prospectus.

(Incorporated in Delaware)

We are the innovation arm of Cádiz CF, a professional soccer club that competes in the Segunda División. We have four proposed business verticals, which are in various stages of development.

Through June 30, 2025, the company had engaged in limited operations. In 2025, the company began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On Jan. 10, 2025, the company entered into a framework agreement with Cádiz CF, whereby, among other things, Cádiz CF agreed to provide technical training staff for players enrolled in the Company’s programs, and the Company agreed to integrate the Company’s training methodologies into Cádiz CF’s training sessions (the “Framework Agreement”). The Framework Agreement provides that Nomadar will: (i) coordinate the registration and enrollment of international players; (ii) manage accommodation for the players, (iii) coordinate with Cádiz CF technical staff; (iv) provide training equipment, and merchandising; and (v) integrate Nomadar’s training methodologies into the Cádiz CF training sessions. It further provides that Cádiz CF will: (i) provide coaching staff; (ii) integrate these international players into Cádiz CF youth academy teams; and (iii) organize matches. Pursuant to the Framework Agreement, each party shall issue the corresponding invoices, indicating the relevant service and concept. The Company anticipates that all specific services to be provided by Cádiz CF to Nomadar shall be paid for by Nomadar according to each player’s use and participation in each program. The Framework Agreement is effective for three (3) years, renewable by written agreement; provided, however, that either party may terminate the Framework Agreement with 60 days’ prior written notice.

On Nov. 1, 2024, the company entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the company in 2025, 2026 and 2027.

In addition to training-related services, the company also began generating event-related revenue in 2025 pursuant to agreements entered into under the Stadium Agreement with Cádiz CF. These contracts include a non-refundable up-front fee due at the closing of the contract as well as variable consideration in the form of a percentage of ticket sales earned by the event coordinator.

On January 12, 2025, the Company entered into an agreement with ENJOYFOOTBALL, S.L., a Spanish limited liability company and youth soccer coaching organization (“EJB”), whereby EJB agreed to enroll players into the Company’s training programs and the Company agreed to provide training and related services to these players.

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct the space we refer to as Sportech City (“Sportech City”), in Cádiz, Spain.

Once complete, the facility is planned to span over approximately 110,000 m², and feature a venue, which can host concerts and sporting events, with seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.

Adjacent to the event center, the proposed creation of an approximately 20,000 m² commercial space will mirror a forward-thinking approach to crafting a modern, open, and bright commercial environment. Another cornerstone of Sportech City will be a dedicated culinary area, proposed to span approximately 3,000 m².

Site plans currently include space for up to 56 commercial vendors and 17 food and beverage vendors. Commercial spaces will focus primarily on luxury retail, sporting stores, and more. Food and beverage offerings are expected to feature local establishments ranging from fast casual to gourmet options. Although these are our current plans, site plans are subject to change.

The Cádiz region in Spain has strong connectivity to Cádiz CF, which was established in 1910. We believe Cádiz will be the ideal location at the intersection of innovation, sports, entertainment, health, tourism and technology as Nomadar not only contributes to the development of future stars but also builds a loyal community of athletes and families. Locally, Cádiz CF has a loyal fan base, with the majority of Cádiz’s soccer fans being supporters of Cádiz CF. This is reflected by more than 18,000 season ticket holders. Additionally, through its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity but also fosters a strong emotional connection with its audience in the region. Sportech City will be within two hours of two international airports, Málaga and Sevilla, which will also allow easy access for fans located internationally.

Construction is scheduled to begin in 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the company does not have the required funding to develop Sportech City, and the lease agreement will not be entered into or effective prior to the listing of our common stock.

From the prospectus:

Of the 13,268,718 shares of common stock held by the Registered Stockholders (assuming the issuance of the maximum number of shares issuable to Yorkville, as described herein), approximately 5.5 million shares of common stock will be freely tradable. If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.

Note: The reference price has not been set yet. 

Note: Net loss and revenue are in U.S. dollars for the 12 months that ended June 30, 2025.

(Note: Nomadar’s stock started trading at $30.00 in its direct listing on NASDAQ on Friday, Oct. 31, 2025. Nomadar is offering up to 13.27 million shares (13,268,718 shares) in this NASDAQ Direct Listing, according to its S-1/A filing no Oct. 10, 2025.)