Nomadar Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Because we recently completed our Direct Listing, management is still in the process of designing, implementing, and documenting our internal control framework in accordance with the requirements of the Exchange Act. Management has not yet completed its assessment of the operating effectiveness of these controls. However, based on the procedures performed to date, management has identified material weaknesses in our internal control over financial reporting, including deficiencies related to an insufficient internal review and monitoring over the financial close and reporting process. As a result of the identified material weaknesses, management has concluded that our disclosure controls and procedures were not effective as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting The Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting As a new public company, we are undertaking several initiatives to remediate the material weaknesses described above. These remediation efforts are ongoing, and we will continue to evaluate and improve our internal controls. Other than these ongoing remediation activities, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 56 Limitations on Effectiveness of Controls and Procedures A control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Item 9B. Other Information Rule 10b5-1 Trading Plans For the three months ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted or terminated during the three months December 31, 2025 by our directors and officers. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers The following table sets forth certain information, as of the date of this Annual Report, concerning our executive officers: Name Age Position Rafael Contreras 53 Chief Executive Officer and Co-Chairman Carlos Lacave 52 Chief Financial Officer Joaquin Martin 54 Chief Executive Officer of the Americas & Global Vice-Chairman The following is a biographical summary of the experience of our executive officers, and other key employees of the Company. Rafael Contreras – Mr. Contreras has been Nomadar’s Chief Executive Officer and Co-Chairman of our board of directors since December 2024. Mr. Contreras has been the Executive Vice President of Cádiz CF since March 2021 and the Vice President of the board of directors since October 2021. Mr. Contreras co-founded Humanox, a sports technology company, in March 2020, where he served as the CEO from inception to March 2021 and as chairman from March 2021 to October 2022. Mr. Contreras founded Airtificial (formerly Carbures before being acquired), a Spanish Continuous Market listed company specializing in the integration of artificial intelligence with smart composite structures and collaborative robotics, in August 2011. Mr. Contreras served as the CEO of Airtificial, a multinational technology firm operating in the fields of advanced materials and artificial intelligence, from August 2011 to November 2018, and as the chairman from August 2011 to December 2020. Mr. Contreras co-founded Muving in October 2016, and served as the chairman from October 2016 to June 2020. In 2016, Mr. Contreras co-founded Skully, an Atlanta, Georgia-based technology company within the sports sector. In 2014, Mr. Contreras founded Torrot, integrating the company into the Muving framework. Mr. Contreras previously served on the board of directors of Bionaturis, a publicly traded biotechnology company between March 2005 and December 2017, and the board of directors of Airtificial from March 2012 to November 2020. Mr. Contreras received a doctorate in social sciences and a degree in economics from the University of Cádiz. Mr. Contreras also holds two doctorates from Comillas Pontifical University ICAI-ICADE, received a master’s in strategic consulting from the University of Bologna, and completed an executive program in leadership and technology at the Massachusetts Institute of Technology (MIT). 57 Carlos Lacave , has been Nomadar’s Chief Financial Officer since December 2023. He brings extensive financial expertise and strategic insight from various sectors. Before joining Nomadar, from February 2014 to November 2023, Mr. Lacave was Managing Director at Passivalia and TeamClima ventures, where he led projects focused on construction and energy efficiency in Southern Europe. These efforts led to a significant reduction in energy consumption, achieving savings of over 90%, establishing the company as a key player in energy-efficient construction. In addition to his leadership roles, Mr. Lacave has a robust background in finance, having worked at various financial institutions, including the Citigroup Global Transactions Services Unit, focusing on revenue growth in the EMEA region and expansion through acquisitions in the FinTech and payment processing sectors and others, including Banco Santander and MoneyMate. Mr. Lacave’s received a law degree from Complutense University of Madrid and a diploma in Business Administration from Vrije Universiteit Van Brussel. Mr. Lacave also received an MBA from IESE Business School in Barcelona. Mr. Lacave’s diverse educational and professional background has equipped him with a comprehensive skill set and a nuanced understanding of financial markets, making him a well-rounded financial executive. Joaquin Martin , has been Nomadar’s Chief Executive Officer of the Americas & Global Vice-Chairman since December 2025. Mr. Martin was Nomadar’s Chief Communications and Investor Relations Officer from September 2023 to December 2025. From April 2020 to August 2023, Mr. Martin was Director of Communication, Marketing, and Investor Relations at Humanox, a sports technology company based in Spain. Under his leadership, Humanox received numerous international awards from institutions including UEFA, City Group, and Grupo Editorial El Mundo. From February 2019 to February 2020, Mr. Martin was Chief Marketing Officer at Skully, an Atlanta, Georgia-based technology company within the sports sector, where he was responsible for crafting the commercial strategy, managing both internal and external communications, and nurturing relationships with investors. From August 2018 to January 2019, he was Director of Communication and Investor Relations at Airtificial (formerly Carbures before being acquired), a multinational technology firm operating in the fields of advanced materials and artificial intelligence. He was previously Director of Organization and Competence Models at Carbures, a publicly traded company doing business in Spain and the United States. Mr. Martin holds a Bachelor’s degree in Philosophy, a Master’s in Human Resources Management from the University of Cádiz, an Executive Certificate in Innovation from MIT, a Master’s in International Trade from the Villanueva Center - Complutense University of Madrid, a Master’s in Innovation from the School of Industrial Organization, and a Master’s in Leadership and Strategy from IE Business School. He is a member of the Public Relations Society of America. Other Key Employees Ignacio Diaz Charlo , has been General Manager of JP Financial Arena since April 2024 and the General Manager of the Mágico González vertical since December 2024. Since February 2022, Díaz Charlo has simultaneously held two significant positions: as the Sole Administrator of Sport City Cádiz S.L. – Sportech and as the Director General at Sportech, overseeing a major events center. His leadership at Sportech underscores his versatile management skills and ability to oversee extensive operations and teams. From February 2021 to March 2022 Mr. Diaz Charlo was the Business Development Director at Cádiz CF, where he played a crucial role in leveraging commercial opportunities and enhancing the club’s financial foundations. In May 2014, he assumed the role of General Manager at Capri Global Investments S.L. (previously Rafcon Economist S.L.), an investment company where he remains active. His strategic vision has been pivotal in navigating the company through the complexities of global investment landscapes. Mr. Diaz Charlo began his career at CaixaBank S.A., where he served as a Director from July 1995 until May 2014. His tenure at CaixaBank was distinguished by strategic leadership in Corporate and Private Banking, contributing substantially to the bank’s market positioning. He received his Bachelor’s in Economic and Business Sciences from the University of Cádiz, his MBA from the Open University of Catalonia, and his Master’s in Economic and Financial Management from Open University of Catalonia. Elevating his expertise further, Díaz Charlo obtained an Executive Master in Finance at IE Business School. José Jimenez , has been General Manager of Nomadar’s High Performance Training Program vertical since April 2024. Since September 2021, he has been coordinator of the Cádiz CF. Academy and Sport Scientist of the club, having previously served as a physical trainer at the same club since he was a student in 2016. He has also implemented a unique training methodology currently being scientifically validated through his doctoral thesis, supported by ongoing scientific studies. Since 2022, Mr. Jimenez has served as a personal trainer and recovery coach for professional soccer players across various leagues (1st Spanish Division, Italian Serie A, 1st Mexican Division, 1st Greek Division, among others) and for other elite athletes. He has been a lecturer and adjunct professor in the Degree of Physical Activity and Sport Sciences at the University of Cádiz, in the Master of Physical Activity and Health at the same university, and for other organizations such as Athletic Club de Bilbao and the Spanish Federation for the Coaches Committee. Mr. Jiménez received a Bachelors of Sciences in Physical Activity and Sport from the University of Cádiz. He has a master’s degrees in high-performance training both at a general level—Master in Physical and Sports Performance from Pablo de Olavide University, Seville—and in soccer-specific training as a Football Strength and Conditioning Coach from the Football Science Institute. He is actively involved in the scientific community as a researcher for the research group GALENO-CTS158, focusing his major research activities on health, sport, and specifically soccer. Currently, he is completing his doctoral thesis on periodization and strength training in soccer. 58 Non-Employee Directors We currently have five members of our board of directors. The following table and summaries set forth certain information, as of the date of this Annual Report, concerning our non-employee directors. The biographical information for Rafael Contreras is set forth under the section “ Management – Named Executive Officers .” Name Age Position Manuel Vizcaíno 61 Co- Chairman of the Board Directors Javier Sánchez 63 Director Antonio G . Lobón 72 Director Peter R. Moore 71 Director Manuel Vizcaíno – Mr. Vizcaíno has been Co-Chairman of our board of directors since December 2024. Mr. Vizcaíno has been the President of Cádiz CF since July 2014. Mr. Vizcaíno was the Subdirector General of Organization and Management at Sevilla FC from February 2003 to July 2014. Mr. Vizcaíno was a consultant for La Liga from April 2014 to July 2015 and for the Royal Spanish Tennis Federation from July 2014 to March 2015. Mr. Vizcaíno was the Director of Marketing and Expansion of Seditel Idea from 2000 to 2003. Prior to that, Mr. Vizcaíno was a Regional Director for Heinz Iberic, and a major accounts delegate at Ufesa. Mr. Vizcaíno earned a diploma in business sciences from the Universidad de Sevilla and degrees in business administration and law from Universitat Abat Oliba CEU. Mr. Vizcaíno also received a masters in sports entity management from the Universidad de Sevilla and a masters in tax advisory and taxation from CEREM. Mr. Vizcaíno is qualified to serve as a member of the Board due to his significant professional sports management experience. Javier Sánchez – Mr. Sánchez has been a member of our board of directors since December 2024. Mr. Sánchez was elected President of the Confederation of Business Owners of Cádiz in January 2013 and served in such role until October 2021. Mr. Sánchez has presided over the Jerez Chamber of Commerce since 2013 and has led the Andalusian Council of Chambers of Commerce since 2019. Mr. Sánchez was a member of the executive committee of CEPYME from 2014 to 2017. From 1987 to 2013, Mr. Sánchez was the Secretary General of the Confederation of Business Owners of Cádiz. During such time, he also served as the Executive Vice President, engaging in numerous negotiation tables with labor unions and various government administrations. Mr. Sánchez was the Territorial Vice President of the Confederation of Business Owners of Andalusia from 2014 to 2024. Mr. Sánchez’s board tenures include positions at the European Center for Innovative Businesses (CEEI) Bahía de Cádiz (Chairman between 2004 and 2010), the Port Authority of the Bay of Cádiz (dates), and Airtificial (2018 to present). Mr. Sánchez previously served as the state representative at the Plenary of the Free Trade Zone Consortium of Cádiz. Mr. Sánchez earned a diploma in labor relations from Escuela Social de Granada and a degree in Industrial Relations from the University of Alcalá de Henares. Mr. Sánchez completed an executive leadership program at the Instituto Internacional San Telmo. Mr. Sánchez is qualified to serve as a member of the Board due to his significant business experience in our local markets. 59 Antonio G. Lobón – Mr. Lobón has been a member of our board of directors since December 2024. Mr. Lobón is a seasoned tax professional specializing in international corporate tax and cross-border transactions. Mr. Lobón has been the tax coordinator for the bank and finance line of business of Iberoamerica in New York since 2004. Prior to that, Mr. Lobón was the partner-in-charge of Latin-American legal services for KLegal from 1999 to 2004. Mr. Lobón began his career with KPMG Spain in 1978 and was promoted to partner in 1987. From 1986 to 1990, he served as the partner-in-charge of the KPMG tax and legal department in Barcelona. In 1991, Antonio became the tax coordinator for the bank and finance line of business of KPMG in Spain. Mr. Lobón holds a degree in Law from Complutense University, Madrid, and a Master’s in Tax Law from the University of Deusto, Bilbao. Mr. Lobón is also a Spanish Certified Public Accountant (CPA) and is a member of the Madrid Bar Association and the Spanish Institute of Chartered Accountants. Mr. Lobón is qualified to serve as a member of the Board due to his significant experience in international finance, tax, and law. Peter R. Moore – Mr. Moore has been a member of our board of directors since December 2024. Mr. Moore is a global consumer brand and technology executive with more than thirty years’ experience in sales, marketing, product development and operations. He co-founded Santa Barbara Sky FC, a USL professional soccer club in 2022. From 2021 to January 2023, Mr. Moore was Senior Vice President and General Manager of Sport and Live Entertainment with Unity Technologies (NYSE:U). From 2017 to 2020, he was Chief Executive Officer of Liverpool Football Club. Prior to his tenure with Liverpool, Mr. Moore held executive leadership roles with various sports and entertainment companies including Electronic Arts (NASDAQ:EA), Microsoft (NASDAQ:MSFT), Sega, and Reebok. Mr. Moore received his master’s degree from California State University, Long Beach, and bachelor’s degree from Madeley College. Mr. Moore is qualified to serve as a member of the Board due to his significant executive leadership experience in the Company’s business verticals, soccer, and public company matters. Family Relationships There are no family relationships among any of our directors or executive officers. Board of Directors We currently have five members of our board of directors. Our certificate of incorporation provides that, subject to the rights of holders of any series of our preferred stock to elect directors, the number of directors on our board of directors shall be fixed from time to time solely by resolution of the majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships. Each of our directors will serve a term ending on the next annual meeting of our stockholders following such director’s election or appointment, subject to such director’s earlier death, disqualification, resignation or removal. Pursuant to our certificate of incorporation, subject to the preferential rights of holders of any series of our preferred stock, any newly created directorship that results from an increase in the number of directors or any vacancy on our board of directors can only be filled by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and cannot be filled by the stockholders. Further, any member of our board of directors or our entire board of directors may only be removed for cause, and then only by the affirmative vote of the holders of at least 66 2/3 % in voting power of our stock. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. 60 Director Independence The listing rules of Nasdaq require us to maintain a board of directors comprised of a majority of independent directors, as determined affirmatively by our board of directions. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our Board, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Javier Sánchez, Antonio G. Lobón, and Peter R. Moore (representing three of our five directors), has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules. In making these determinations, our board of directors considered the relationships that each nonemployee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by each non-employee director. Board Leadership Structure Our board of directors is co-chaired by Rafael Contreras and Manuel Vizcaíno. Our Board believes that we and our stockholders are currently best served by this leadership structure. As Co-Chairmen, Mr. Contreras and Mr. Vizcaíno promote unified leadership and direction for our board of directors and management and provides the critical leadership necessary for carrying out our strategic initiatives. Mr. Contreras and Mr. Vizcaíno, together with our board of director’s strong committee system and independent directors, allows our board of directors to maintain effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. We believe our current Board’s leadership structure enhances its ability to effectively carry out its roles and responsibilities on behalf of our stockholders. Role of the Board In Risk Oversight One of the key functions of the Board is informed oversight of our risk management process. The Board does not have a standing risk management committee but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for considering and discussing our major financial risk exposures and our risk assessment and risk management policies (including those related to data privacy, data security and cybersecurity). Our audit committee also periodically reviews the general process for the oversight of risk management by the Board. The nominating and corporate governance committee monitors compliance with legal and regulatory requirements and the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our nominating and governance committee is responsible for overseeing key aspects of our general risk management efforts, including the allocation of risk management functions among the Board and its committees. Our compensation committee is responsible for assessing and monitoring whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. 61 Meetings of the Board Of Directors The Board met three times during 2025. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committee(s) on which he or she served that were held during the portion of 2025 for which he or she was a director or committee member. Nasdaq rules require that the non-management directors of the board meet at regularly scheduled executive sessions, without management present, in order to empower the non-management directors to serve as a more effective check on management. During 2025, our non-management directors met in executive session, without management present, at the end of regularly scheduled board meetings or during scheduled executive session calls. Antonio Lobon presided over the executive sessions. Committees of our Board of Directors In December 2024, our board of directors established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. Our board of directors may also establish other committees from time to time to assist the board of directors. The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations. Each committee’s charter is available on our website at www.nomadar.com. Audit Committee The members of our audit committee consist of Javier Sánchez, Antonio G . Lobón, and Peter R. Moore. Antonio G . Lobón is the chair of the audit committee. Our board of directors has determined that each member of the audit committee is “independent” as that term is defined in Nasdaq rules and has sufficient knowledge in financial and auditing matters to serve on the audit committee. In addition, our board of directors has determined that each member of the audit committee meets the heightened independence requirements for audit committees required under Section 10A of the Exchange Act and related SEC and Nasdaq rules. Finally, the board of directors has determined that Antonio G . Lobón is be deemed an “audit committee financial expert.” During 2025, the audit committee met one time. The audit committee’s responsibilities include: ● appointing, approving the compensation of and assessing the independence of our independent registered public accounting firm; ● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; ● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; ● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; ● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; ● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; ● recommending based upon the audit committee’s review and discussions with management and our independent registered public accounting firm whether our audited financial statements shall be included in our annual report on Form 10-K; ● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; ● preparing the audit committee report required by SEC rules to be included in our annual proxy statement; 62 ● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and ● reviewing quarterly earnings releases. Compensation Committee The members of our compensation committee consist of Javier Sánchez, Antonio G . Lobón, and Peter R. Moore. Peter R. Moore is the chair of the compensation committee. Our board of directors has determined that each member of the compensation committee is “independent” as that term is defined in Nasdaq rules and is a “non-employee director” under Rule 16b-3 under the Exchange Act. In addition, our board of directors has determined that each member of the compensation committee meets the heightened independence requirements for compensation committee purposes under Section 10C of the Exchange Act and related SEC and Nasdaq rules. During 2025, the compensation committee met once. The compensation committee’s responsibilities include: ● reviewing and approving our philosophy, policies and plans with respect to the compensation of our chief executive officer; ● making recommendations to our board of directors with respect to the compensation of our chief executive officer and our other executive officers; ● reviewing and assessing the independence of compensation advisors; ● overseeing and administering our equity incentive plans; ● reviewing and making recommendations to our board of directors with respect to director compensation; and ● preparing the compensation committee reports required by the SEC, including our “compensation discussion and analysis” disclosure. Nominating and Corporate Governance Committee The members of our nominating and corporate governance committee consist of Javier Sánchez, Antonio G . Lobón, and Peter R. Moore. Javier Sánchez is the chair of the nominating and corporate governance committee. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in Nasdaq rules. During 2025, the nominating and corporate governance committee met once. The nominating and corporate governance committee’s responsibilities include: ● developing and recommending to the board of directors, criteria for board and committee membership; ● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by shareholders; ● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us; ● identifying and screening individuals qualified to become members of the board of directors; ● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees; ● developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines; and ● overseeing the evaluation of our board of directors and management. 63 Director Nominating Procedures The nominating and corporate governance committee assists our Board in identifying director nominees consistent with criteria established by our Board. Although the nominating and corporate governance committee does not currently have a specific policy with regard to consideration of director candidates validly recommended by stockholders, the Board and the nominating and corporate governance committee believe that nominating and corporate governance committee would provide valid recommendations for the same consideration as other candidates. Any recommendation submitted by a stockholder to nominating and corporate governance committee should include information relating to each of the qualifications outlined below concerning the potential candidate along with the other information required by the rules of the SEC, our bylaws for stockholder nominations, and the Corporate Governance Guidelines available on our website. Generally, nominees for director are identified and suggested to the nominating and corporate governance committee by our current directors or management using their business networks and evaluation criteria they deem important, which may or may not include diversity. While we do not have a specific policy regarding diversity and have not established minimum experience or diversity qualifications for director candidates, when considering the nomination of directors, the nominating and corporate governance committee does generally consider the diversity of its directors and nominees in terms of knowledge, experience, background, skills, expertise and other demographic factors. We do not impose any term limits on our directors. Stockholder Communications In December 2024, the Company adopted a stockholder communications policy. A current copy of the policy is posted on our website at www.nomadar.com. Code of Conduct In December 2024, we adopted a written code of business conduct and ethics, that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on our website at https://investor.nomadar.com/wp-content/uploads/2025/09/Nomadar-Code-of-Conduct-and-Ethics.pdf. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Delinquent Section 16(a) Reports Based solely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2025, all filing requirements applicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with, except that Rafael Contreras, Carlos Lacave, Joaquin Martin, Manuel Vizcaino, Antonio Lobon, Javier Sanchez, Peter Moore, and Sportech each filed a late Form 3 on January 30, 2026, due to a delay in receipt of SEC EDGAR codes, each of which should have been filed in October 2025. Item 11. Executive Compensation Executive Compensation The following table sets forth summary compensation information for the respective fiscal years. For the purpose of this Annual Report on Form 10-K, our “named executive officers” or “NEOs” are our principal executive officer (“PEO”), Chief Executive Officer and Co-Chairman Mr. Rafael Contreras, and our non-PEO executive officers, Mr. Carlos Lacave our Chief Financial Officer and Mr. Joaquin Martin our CEO of the Americas & Global Vice Chairman. We provide a description of the employment arrangement with Mr. Martin, below under “Employment Agreements.” The following table includes all compensation earned by our named executive officers for the respective period, regardless of whether such amounts were actually paid during the period. 64 This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this Direct Listing may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” and a “smaller reporting company,” each as defined under SEC rules, we are not required to include a compensation discussion and analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies and/or smaller reporting companies. Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the fiscal years indicated below. For the years ended December 31, 2025 and 2024. Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Rafael Contreras 2025 — — — — — — — — (Chief Executive Officer) 2024 — — — — — — — — Carlos Lacave 2025 9,769 * — — — — — — 9,769 (Chief Financial Officer) 2024 — — — — — — — — Joaquin Martin 2025 6,843 — — — — — — 6,843 (Chief Executive Officer of the Americas & Global Vice-Chairman) 2024 — — — — — — — — * Represents a payment under an invoice issued by Gestion Fiscal De Andalucia SL, in respect of Mr. Lacave’s services as Chief Financial Officer. Employment Agreements On December 8, 2025, we entered into an executive employment agreement (the “Martin Agreement”) with Joaquin Martin, the Company’s Head of Investor Relations, to serve as Chief Executive Officer of the Americas & Global Vice-Chairman of the Company. The Martin Agreement provides for, among other things: (i) an annual base salary of not less than €70,000; (ii) annual variable compensation in the amount of €30,000, which shall be earned based on Mr. Martin’s performance against certain criteria, as set forth in the Martin Agreement; (iii) eligibility to participate in the Company’s equity incentive and compensation plans; (iv) entitlement to participate in all Company employee benefit plans programs and arrangements made available generally to the Company’s senior executives or to other full-time employees; (v) 20 days paid vacation per year; and (vi) customary reimbursement for certain business- or employment-related expenses. The Martin Agreement also provides that if Mr. Martin is terminated by the Company without Cause (as defined in the Martin Agreement) or if Mr. Martin terminates his employment for Good Reason (as defined in the Martin Agreement), Mr. Martin shall be entitled to (i) accrued but unpaid variable compensation prior to the termination date; (ii) accelerated vesting of any and all equity awards held by Mr. Martin; (iii) severance payment equal to 12 months of base salary (18 months if the termination is in connection with a Change of Control, as defined in the Executive Agreement); and (iv) COBRA reimbursement for six months. 65 Outstanding Equity Awards at December 31, 2025 Director Compensation Non-employee Director Compensation Table Each of our directors were appointed in December 2024. None of our directors received equity awards during the fiscal year ended December 31, 2025 or 2024. Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Total ($) Rafael Contreras 2025 8,000 — — 8,000 2024 — — — — Manuel Vizcaíno 2025 8,000 — — 8,000 2024 — — — — Javier Sánchez 2025 8,000 — — 8,000 2024 — — — — Antonio G. Lobón 2025 8,000 — — 8,000 2024 — — — — Peter R. Moore 2025 8,000 — — 8,000 2024 — — — — Non-Employee Director Compensation Policy In January 2025, our board of directors adopted a non-employee director compensation policy. The policy is designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. The policy provides for the following compensation and awards. Inaugural Equity Grants Each non-employee director who joins our board of directors receives an equity award of an option to purchase 40,000 shares of our Class A common stock. We intend that our board of directors will approve these inaugural equity grants in 2026. Annual Equity Grants Each non-employee director received an annual equity award of an option to purchase 30,000 shares of our Class A common stock. We intend that our board of directors will approve the annual equity grants in 2026. Annual Cash Compensation The annual retainers payable to non-employee directors for service on our board of directors and its committees are (i) $30,000 for service on our board of directors, (ii) $4,000 for service on the nominating and corporate governance committee, (iii) $5,000 for service on the compensation committee, (iv) $6,000 for service on the audit committee, (v) an additional $20,000 for the chair(s) of our board of directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. Equity Incentive Plans In January 2025, we adopted an omnibus equity incentive plan (the “2025 Plan”). The 2025 Plan covers the grant of awards to the Company’s employees (including officers), non-employee consultants and non-employee directors and those of the Company’s affiliates. In addition, the 2025 Plan permits the grant of awards (other than incentive stock options) to individuals who are expected to become an employee to, non-employee consultant or non-employee director of the Company or any of its affiliates within a reasonable period of time after the grant of an award. For purposes of the 2025 Plan, the Company’s affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we, directly or indirectly, own either (i) stock of a corporation possessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of any non-corporate entity. As a result, eligible persons include individuals affiliated with Sportech. The 2025 Plan reserves up to 3,000,000 shares of Class A common stock for issuance. The 2025 Plan also includes an “evergreen” provision, whereby the Board may, in its discretion, increase the number of shares of Class A common stock available for issuance under the 2025 Plan on January 1st of each year beginning in 2026, by up to 5% of the issued and outstanding Class A common stock, calculated as of December 31st on the prior calendar year. 66 Securities Authorized for Issuance Under Equity Compensation Plans The following table shows information regarding our equity compensation plans as of December 31, 2025. Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders - $ - 3,000,000 Equity compensation plans not approved by security holders - - - Total - $ - 3,000,000 See “Item 11. Executive Compensation – Equity Incentive Plans” for more information. Equity Compensation Policy While we do not have a formal written policy in place with regard to the timing of certain equity awards in relation to the disclosure of material nonpublic information, our Board and the compensation committee do not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It is our practice generally to grant initial equity awards to our officers and non-employee directors in connection with their hiring or appointment to the Board, as applicable. We generally intend to issue equity awards to our officers at approximately the same time each year, typically in close proximity to the first regularly scheduled meeting of our compensation committee each fiscal year. In addition, non-employee directors receive automatic grants of initial and annual equity awards, at the time of a director’s initial appointment or election to the Board and at the time of each annual meeting of our stockholders, respectively, pursuant to our Non-Employee Director Compensation Policy, as further described under “Item 11. Executive Compensation – Director Compensation.” Option grants generally are effective on the date the award determination is made by the compensation committee or the Board, as the case may be, and the exercise price of options is typically based upon the Fair Market Value of our common stock as defined in our 2025 Plan. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, as of March 31, 2026 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days. The beneficial ownership of shares of common stock is calculated based on 14,275,900 shares of common stock of the Company outstanding as of March 31, 2026. 67 To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. Unless otherwise indicated, the business address of each of the individuals and entities named below is c/o Nomadar Corp., 5015 Highway 59 N, Marshall, Texas 75670. Beneficial Ownership as of March 31, 2026 Name and address of Class A common stock Class B common stock Percentage of Total Voting Beneficial Owner Shares % Shares % Power (1) 5% Stockholders: Sport City Cádiz S.L. (2) 7,846,980 54.96 % 2,500,000 100 % 89.99 % Cádiz CF (3) 750,000 5.25 % - - 1.29 % Executive Officers and Directors Carlos Lacave 173,196 (4) 1.21 % - - % * % Joaquin Martin 197,594 (5) 1.38 % - - % * % Rafael Contreras 2,000 (6) * % - - % * % Manuel Vizcaíno 5,000 (7) * % - - % * % Javier Sánchez 353,000 (8) 2.47 % - - % * % Antonio Lobón — * % - - % * % Peter R. Moore — * % - - % * % Director and Executive Officers as a Group (7) persons 730,790 5.12 % - - % 1.13 % * Less than 1%. (1) Based on 14,275,900 shares of common stock and 2,500,000 shares of Class B common stock issued and outstanding as of March 31, 2026, without consideration to the shares which may be issuable under the SEPA or pursuant to the conversion of outstanding promissory notes. Our shares of Class B common stock have special voting rights and privileges with respect to certain matters, including but not limited to the election of directors and the appointment of executive officers. As such, the voting power of each holder as set forth in this column reflects the voting power of shares of common stock in general, but may not accurately reflect the voting power of such shares with regard to matters upon which the holders of Class B common stock may exercise control. (2) The address of Sportech is C/ Portugal, 2. Pol. Ind. El Trocadero, Puerto Real, 11519 (Cádiz – Spain). Manuel Ignacio Díaz Charlo has voting and dispositive power with respect to the shares held by Sportech. (3) The address of Cádiz CF is Plaza de Madrid, s/n, Cadiz, 11010 (Cadiz – Spain). Cádiz CF has voting and dispositive power with respect to the shares held by Cádiz CF. (4) Consists of 158,196 shares of common stock held by Mr. Lacave, 6,000 shares of common stock held by Mr. Lacave’s spouse, and 9,000 shares of common stock held by Mr. Lacave’s children. (5) Consists of 7,000 shares of common stock held by Mr. Martin, 6,000 shares of common stock held by Mr. Martin’s spouse, 179,594 shares of common stock held by JMP 360 INTERNATIONAL ACTION SL, an entity controlled by Mr. Martin’s wife, and 5,000 shares of common stock held by Mr. Martin’s child. 68 (6) Consists of 1,000 shares of common stock held by Mr. Contreras and 1,000 shares of common stock held by Mr. Contreras’ child. (7) Consists of 1,000 shares of common stock held by Mr. Vizcaíno, 1,000 shares of common stock held by Mr. Vizcaíno’s spouse, and 3,000 shares of common stock held by Mr. Vizcaíno’s children. (8) Consists of 353,000 shares of common stock held by Mr. Sanchez. Item 13. Certain Relationships and Related Transactions, and Director Independence The following is a summary of transactions or series of transactions since inception, or currently proposed transactions or series of transactions, to which we were, or will be, a party, in which the amount involved exceeded, or will exceed, $120,000, and in which any of our directors, executive officers, or to our knowledge, beneficial owners of 5% or more of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest, other than employment agreements and compensation payable to our executive officers and members of the Board. For more information see “ Executive Compensation .” Transactions with Sportech and Cádiz CF As described elsewhere in this Annual Report, we are a partially-owned subsidiary of Sportech which is a wholly-owned subsidiary of Cádiz CF. The following are a list of transactions since our inception, between us, Sportech and/or Cádiz CF: ● In September 2023, we entered into the Sportech Loan with Sportech, which was subsequently amended in January 2024. The Sportech Loan provides that we may borrow up to $1 million from Sportech, from time to time, in partial or whole disbursement. The Sportech Loan provides for a final balance interest of 4.19% APR on all amounts borrowed under the Sportech Loan, with final repayment due no later than December 31, 2029. As of December 31, 2025, we had fully repaid all outstanding amounts the Sportech Loan. ● On July 31, 2024, we entered into a Stock Surrender Agreement with Sportech, pursuant to which Sportech surrendered 15,093,132 shares of our common stock, which shares were cancelled. The Stock Surrender Agreement was entered into to effect a recapitalization of the Company, in connection with the Company’s listing of common stock and in preparation for operations as a public company. ● On August 6, 2024, we entered into the MG License Agreement with Cádiz CF, pursuant to which Cádiz CF has granted Nomadar a worldwide license, outside of Spain, to commercialize the Mágico González brand for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Mágico González brand. After this initial term, we may be required to renegotiate the terms of the licensure of the MG Rights. In addition, Cádiz CF is entitled to terminate the MG License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. ● On August 6, 2024, we entered into the HPT License Agreement with Cádiz CF, pursuant to which Cádiz CF has granted Nomadar a worldwide license to commercialize the Nomadar HPT for an initial 20-year period. In consideration for such license, Cádiz CF is entitled to receive 15% of net sales received by Nomadar from the commercialization of the Nomadar HPT. After this initial term, we may be required to renegotiate the terms of the licensure of the HPT Rights. In addition, Cádiz CF is entitled to terminate the HPT License Agreement prior to the end of the initial term if Nomadar fails to meet initial or continued listing standards of Nasdaq. 69 ● On October 30, 2024, the Company and Cádiz CF entered into the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the JP Financial Stadium. The Company is in the process of engaging third-party event coordinators to host events at JP Financial Stadium. Under these contracts, the Company will be responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements needed for the execution of the event. The Company anticipates that these contracts will typically 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. Pursuant to the Stadium Agreement, the Company has agreed to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has a term of ten years, and may be extended for additional periods. There are no fixed minimum recurring payments due by Nomadar to Cádiz CF under the Stadium Agreement. In 2025, the Company began recognizing revenue under the Stadium Agreement, in connection with purchase orders between the Company and Cádiz CF. Other than as set forth above, the specific services to be performed by each party and the costs for such services have not been established and will be determined in the future, based upon the specific services to be provided. ● In November 2024, the Company entered into a Real Estate Contribution Agreement, which was subsequently amended and restated in December 2024, with Sportech, whereby Sportech agreed to assign all right and title, subject to certain conditions, to land on which the Company intends to construct the space for JP Financial Arena in Cádiz, Spain. In connection therewith, the Company issued Sportech 500,000 shares of common stock. However, Sportech and the Company subsequently agreed to not execute on the final conveyance of property and in the alternative, expect to enter into a five-year lease for the property on which JP Financial Arena will be developed. As a result, the issuance of the shares of Common stock was reversed as of the date of issuance as they were never fully paid for by Sportech. ● In November 2024, the Company entered into the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide for or otherwise arrange up to $10 million to fund the business and operations of the Company through 2027 (each funding date, a “Funding Date”), in each case conditioned on the then-current listing of the Company on a U.S. national stock exchange. On each Funding Date, in consideration for the cash contribution on such Funding Date, we will issue to Sportech a number of shares of common stock based upon the fair market value of the common stock on such Funding Date. The number of shares to be issued by the Company to Sportech on each Funding Date shall be calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com) immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Funding Date. 70 ● On January 10, 2025, the Company entered into the 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 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. The Company intends the services to be provided pursuant to terms and at costs that are no less favorable than those provided to or by independent third parties under the same circumstances. The Framework Agreement became effective at execution on January 10, 2025. All specific services provided under the Framework Agreement and the related payments for such services will be set forth in subsequent annexes to the Framework Agreement, negotiated and agreed upon in due course between the Company and Cádiz CF, and will be disclosed at such times. ● On June 12, 2025, the Company entered into the Assignment Agreement with Cádiz CF for the assignment of a participative loan agreement (the “Participative Loan”) to the Company. The Participative Loan was previously held between Cádiz CF and Sportech. Pursuant to the Assignment Agreement, the Company became the new lender and Sportech remained as the borrower. The Participative Loan has an outstanding principal balance at the time of assignment of approximately $7.9 million (based on the €6.8 million on the date of assignment) due on February 23, 2027. The Participative Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. In exchange for the assignment of the Participative Loan, the Company (i) issued to Cádiz CF 750,000 shares of its common stock and (ii) agreed to pay to Cádiz CF $1.0 million within 24 months from the date of the Assignment Agreement. ● On November 17, 2025, the Company entered into the Lease Agreement with Sportech, pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease Agreement, has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. See “Item 1. Business - Our Current and Proposed Business - Multi-Purpose Event Center” for more information about the Lease Agreement. Sportech is our controlling shareholder, and Cádiz CF is the parent organization of our controlling shareholder. Rafael Contreras, our Chief Executive Officer and Co-Chairman of our board of directors, is also Executive Vice President and the Vice President of the Cádiz CF board of directors. As a result, Cádiz CF and Mr. Contreras will have actual and apparent conflicts of interest as to matters which arise between the Company, and Cádiz CF, and by extension, any matters which arise between the Company and Sportech. See “ Risks Related to our Industry – Our agreements with Cádiz CF and Sportech involve actual and apparent conflicts of interest, and there is no guarantee that we will be able to negotiate favorable terms in any current or future agreements with either party .” Indemnification Agreements We have entered into agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our board of directors to the maximum extent allowed under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Delaware, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. 71 Related Party Transactions Policy The Company has adopted a written Related Party Transaction Policy that set forth its policies and procedures for the review and approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners of 5% or more of any class of the Company’s voting securities, and immediate family members of any of the foregoing persons. Under the Related Party Transaction Policy, if a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, information regarding the related person transaction must be reviewed and approved by the Company’s audit committee. In considering related person transactions, the Company’s audit committee will take into account the relevant available facts and circumstances including, but not limited to: ● the related person’s interest in the related person transaction; ● the approximate dollar value of the amount involved in the related person transaction; ● the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; ● whether the transaction was undertaken in the ordinary course of business of the Company; ● whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; ● the purpose of, and the potential benefits to the Company of, the transaction; and ● any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company. Insider Trading Policy and Employee, Officer and Director Hedging We have adopted a written insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The insider trading policy prohibits subject individuals from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report. Item 14. Principal Accounting Fees and Services The following table represents aggregate fees billed to the Company for the years ended December 31, 2025 and 2024 by EisnerAmper LLP (“EisnerAmper”), the Company’s independent registered public accounting firm. (US Dollars) 2025 2024 Audit fees $ 186,900 $ 139,125 Audit-related fees - - Tax fees - - All other fees - - Total $ 186,900 $ 139,125 72 Audit fees for the fiscal years ended December 31, 2025 rendered by EisnerAmper relate to professional services rendered for the audit of our financial statements, quarterly reviews, issuance of consents, and review of documents filed with the SEC. Pre-Approval Policies and Procedures The Audit Committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The policy generally provides that we will not engage our independent registered public accounting firm (EisnerAmper) to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. PART IV Item 15. Exhibits, Financial Statement Schedules (a) (1) The information required by this item is included in Item 8 of Part II of this Annual Report. (2) Financial statement schedules not listed above have been omitted because information required to be set forth therein is not applicable, not required, or the information required by such schedules is shown in the consolidated financial statements or the notes thereto. (3) See the exhibit index preceding the signature pages to this Annual Report, which is incorporated by reference herein. (b) See the exhibit index preceding the signature pages to this Annual Report, which is incorporated by reference herein. (c) Not applicable. Item 16. Form 10-K Summary None. Exhibit Index Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 3.2 Amended and Restated Bylaws of the registrant, filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 3.3 Amendment No. 1 to the Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 3.4 Amendment No. 2 to the Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 4.1* Description of Securities. 4.2 Form of Convertible Promissory Note, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 73 10.1 Loan Agreement with Sport City Cádiz S.L., dated September 1, 2023, filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.2 Amendment to Loan Agreement with Sport City Cádiz S.L., dated January 5, 2024, filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.3 Exclusive License Agreement (Nomadar) for High Performance Training Activities Between Cádiz CF S.A.D. and Nomadar Corp., dated July 23, 2024, filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.4 Exclusive License Agreement (Nomadar) for the Brand “Mágico González” Between Cádiz CF S.A.D. and Nomadar Corp., dated July 23, 2024, filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.5 Stock Surrender Agreement between Nomadar Corp. and Sport City Cádiz S.L., dated July 31, 2024, filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.6 Binding Capital Contribution Agreement / Carta de Compromiso de Contribución de Capital, between Sport City Cadiz, S.L. and Nomadar Corp., dated November 1, 2024, filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.7 Nomadar Corp. 2025 Omnibus Equity Incentive Plan, filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, filed with the SEC on February 6, 2025. 10.8 Standby Equity Purchase Agreement, by and between the Company and YA II PN, Ltd., dated May 20, 2025, filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.9 Registration Rights Agreement, by and between the Company and YA II PN, Ltd., dated May 20, 2025, filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.10 Contract for the Operation of Spaces and Organization of Events, by and between the Company and Cádiz CF S.A.D., dated October 30, 2024, filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.11 Assignment Agreement by and among Nomadar Corp., Cádiz CF S.A.D, and Sport City Cádiz S.L., dated June 12, 2025, filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.12 Participative Loan Agreement dated February 24, 2022, filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.13 Addendum to Binding Capital Contribution Agreement / Carta de Compromiso de Contribución de Capital, between Sport City Cadiz, S.L. and Nomadar Corp., dated June 12, 2025, filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2025. 10.14 International Youth Training Program Management Agreement between the Company and Cádiz CF S.A.D., dated January 10, 2025, filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1, filed with the SEC on August 7, 2025. 10.15 Land Lease Agreement and Purchase Option dated November 17, 2025, by and between the Nomadar Corp. and Sport City Cádiz S.L. filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2025. 10.l6 Executive Employment Agreement between Nomadar Corp. and Joaquin Martin dated December 8, 2025, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-k, filed with the SEC on December 9, 2025. 10.17 Form of Subscription Agreement between the Company and the investor thereto, dated February 27, 2026, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 5, 2026. 10.18 Assignment Agreement of Naming Rights, dated March 3, 2026, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 16, 2026. 10.19 Form of Subscription Agreement between the Company and the investor thereto, dated March 27, 2026, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 30, 2026. 19.1* Insider Trading Policy. 21.1* List of Subsidiaries. 24.1 Power of Attorney (included on the signature page to this Annual Report). 31.1* Certification by Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. 31.2* Certification by Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy 101.INS * Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). * Filed herewith. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Nomadar Corp. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. 74 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . NOMADAR CORP. Date: March 31, 2026 By: /s/ Rafael Contreras Name: Rafael Contreras Title: Chief Executive Officer The undersigned officers and directors of Nomadar Corp., hereby severally constitute and appoint Rafael Contreras and Carlos Lacave, and each of them individually, with full power of substitution and resubstitution, as their true and lawful attorneys and agents, to do any and all acts and things in their name and behalf in their capacities as directors and officers and to execute any and all instruments for them and in their names in the capacities indicated below, which said attorneys and agents, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for them or any of them in their names in the capacities indicated below, any and all amendments hereto, and they do hereby ratify and confirm all that said attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Rafael Contreras Chief Executive Officer and Co-Chairman March 31, 2026 Rafael Contreras (Principal Executive Officer) /s/ Carlos Lacave Chief Financial Officer March 31, 2026 Carlos Lacave (Principal Financial Officer and Principal Accounting Officer) /s/ Manuel Vizcaíno Co-Chairman March 31, 2026 Manuel Vizcaíno /s/ Javier Sánchez Director March 31, 2026 Javier Sánchez /s/ Antonio G. Lobón Director March 31, 2026 Antonio Lobón /s/ Peter R. Moore Director March 31, 2026 Peter Moore 75 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB Identification Number 274 ) F-2 Balance Sheets as of December 31, 2025 and 2024 F-3 Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F-5 Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Notes to Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Nomadar Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of Nomadar Corp. (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations since inception raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2025. EISNERAMPER LLP Iselin, New Jersey March 31, 2026 F- 2 NOMADAR CORP. BALANCE SHEETS December 31, December 31, 2025 2024 Assets Current assets: Cash $ 78,163 $ 417 Accounts receivable, net 185,201 16,240 Prepaid expenses and other current assets 12,805 — Total current assets 276,169 16,657 Loan receivable – related party, denominated in Euros 8,513,011 — Right-of-use asset – finance, net – related party 5,166,888 — Interest receivable – related party, denominated in Euros 134,837 — Total assets $ 14,090,905 $ 16,657 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 1,453,995 $ 599,716 Accrued expenses 275,966 273,754 Direct listing fees payable – current portion 609,237 — Due to related party, net 18,095 — Interest payable – stockholder loan — 7,897 Convertible notes payable and accrued interest at fair value 1,646,663 — Finance lease liability – related party, denominated in Euros – current portion 15,927 — Deferred revenue 164,558 8,324 Total current liabilities 4,184,441 889,691 Direct listing fees payable – long-term 144,917 — Finance lease liability – related party, denominated in Euros – long-term 1,906,562 — Stockholder loan — 488,664 Deferred liability – related party 666,867 — Total liabilities 6,902,787 1,378,355 Commitments and contingencies (Note 3) - Stockholders’ equity (deficit): Class A Common Stock; $ 0.000001 par value per share; 80,000,000 shares authorized; 12,718,726 and 11,581,218 issued and outstanding at December 31, 2025 and December 31, 2024, respectively. 12 12 Class B Common Stock; $ 0.000001 par value per share; 10,000,000 shares authorized; 2,500,000 shares issued and outstanding at December 31, 2025 and December 31, 2024. 3 3 Common stock, value 3 3 Additional paid-in capital 11,367,974 50,840 Accumulated deficit ( 4,179,871 ) ( 1,412,553 ) Total stockholders’ equity (deficit) 7,188,118 ( 1,361,698 ) Total liabilities and stockholders’ equity (deficit) $ 14,090,905 $ 16,657 The accompanying notes are an integral part of the financial statements. F- 3 NOMADAR CORP. STATEMENTS OF OPERATIONS 2025 2024 Years Ended December 31, 2025 2024 Revenue $ 921,940 $ 8,025 Cost of sales 444,858 6,318 Gross profit 477,082 1,707 Operating expenses: General and administrative expenses 444,009 92,018 Professional fees 2,766,385 1,274,941 (Gain) loss on foreign currency transactions, net ( 41,807 ) 109 Total operating expenses 3,168,587 1,367,068 Loss from operations ( 2,691,505 ) ( 1,365,361 ) Other expenses (income): SEPA commitment fee and structuring fee 325,000 — Loss from original issue discount on convertible notes payable 240,000 — Change in fair value of convertible notes payable ( 702,707 ) — Interest expense – stockholder loan — 7,630 Interest expense 92,788 — Interest income – related party ( 134,837 ) — Amortization of loan receivable premium – related party 255,569 — Other expenses, net 75,813 7,630 Loss before provision for income taxes ( 2,767,318 ) ( 1,372,991 ) Provision for income taxes — — Net loss $ ( 2,767,318 ) $ ( 1,372,991 ) Weighted average Class A and Class B common shares outstanding – basic and diluted 14,559,162 22,689,851 Net loss per share attributable to common stockholders – basic and diluted $ ( 0.19 ) $ ( 0.06 ) The accompanying notes are an integral part of the financial statements. F- 4 NOMADAR CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) Shares Amount Shares Amount Shares Amount Capital Deficit Deficit For the Year Ended December 31, 2024 Class A Common Stock Class B Common Stock Preferred Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance at December 31, 2023 25,910,000 $ 26 2,500,000 $ 3 — $ — $ 18,226 $ ( 39,562 ) $ ( 21,307 ) Issuance of Class A Common Stock 764,350 1 — — — — 32,599 — 32,600 Surrender of Class A Common Stock ( 15,093,132 ) ( 15 ) — — — — 15 — — Net loss — — — — — — — ( 1,372,991 ) ( 1,372,991 ) Balance at December 31, 2024 11,581,218 $ 12 2,500,000 $ 3 — $ — $ 50,840 $ ( 1,412,553 ) $ ( 1,361,698 ) For the Year Ended December 31, 2025 Class A Common Stock Class B Common Stock Preferred Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2024 11,581,218 $ 12 2,500,000 $ 3 — $ — $ 50,840 $ ( 1,412,553 ) $ ( 1,361,698 ) Balance 11,581,218 $ 12 2,500,000 $ 3 — $ — $ 50,840 $ ( 1,412,553 ) $ ( 1,361,698 ) Issuance of commitment shares in conjunction with convertible note payable 37,500 — — — — — 300,000 — 300,000 Issuance of common stock pursuant to participative loan 750,000 — — — — — 7,884,589 — 7,884,589 Issuance of common stock in exchange for capital contribution 260,433 — — — — — 2,261,175 — 2,261,175 Common stock issued for direct listing fees 11,905 — — — — — 250,000 — 250,000 Issuance of common stock due to conversions of convertible note 77,670 — — — — — 621,370 — 621,370 Net loss — — — — — — — (2,767,318 ) (2,767,318 ) Balance at December 31, 2025 12,718,726 $ 12 2,500,000 $ — — $ — $ 11,367,974 $ ( 4,179,871 ) $ 7,188,118 Balance 12,718,726 $ 12 2,500,000 $ — — $ — $ 11,367,974 $ ( 4,179,871 ) $ 7,188,118 The accompanying notes are an integral part of the financial statements. F- 5 NOMADAR CORP. STATEMENTS OF CASH FLOWS 2025 2024 For the Year Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net Loss $ ( 2,767,318 ) $ ( 1,372,991 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss from original issue discount on convertible notes payable 240,000 — Change in fair value of convertible notes payable ( 702,707 ) — Provision for credit losses 18,459 Interest on finance lease liability – related party, denominated in Euros 36,063 — Stock-based compensation – direct listing fees 250,000 — Non-cash issuance of commitment shares in conjunction with convertible note payable 300,000 — Interest on finance lease liability – related party, denominated in Euros 255,569 — Foreign exchange gain on loan receivable – related party ( 57,545 ) — Accretion of deferred liability – related party 48,024 — Changes in operating assets and liabilities: Accounts receivable ( 187,420 ) ( 16,240 ) Interest receivable – related party ( 134,837 ) — Prepaid expenses and other current assets ( 12,805 ) — Accounts payable 854,279 599,716 Accrued expenses 2,212 273,279 Direct listing fees payable 754,154 — Due to related party, net 18,095 — Interest payable – stockholder loan ( 7,897 ) 7,630 Deferred revenue 156,234 8,324 Net cash used in operating activities ( 937,440 ) ( 500,282 ) Cash Flows from Financing Activities: Prepayments for finance lease – related party, denominated in Euros – purchase option ( 3,267,469 ) — Payments on finance lease – related party ( 12,993 ) — Payments made on stockholder loan ( 488,664 ) — Proceeds from stockholder loan — 453,469 Payments made on deferred liability – related party ( 207,603 ) — Proceeds from issuance common stock 2,261,175 32,600 Proceeds from convertible notes payable, net of $ 240,000 discount 2,760,000 — Payments on convertible notes payable ( 29,260 ) — Net cash provided by financing activities 1,015,186 486,069 Net Change in Cash 77,746 ( 14,213 ) Cash – Beginning of Year 417 14,630 Cash – End of Year $ 78,163 $ 417 Supplemental cash flow information Cash paid for interest $ 16,598 $ — Noncash investing and financing activities: Surrender of Class A Common Stock $ — $ 15 Acquisition of loan receivable – related party for common stock issued and a deferred liability $ 8,711,035 $ — Right of use asset – finance – related party obtained in exchange for lease liability – finance - related party, denominated in Euros $ 5,166,888 $ — Conversion of convertible note to common stock $ 621,370 $ — The accompanying notes are an integral part of the financial statements. F- 6 NOMADAR CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Nomadar Corp. (the “Company” or “Nomadar”), is a Delaware Corporation and was organized on August 8, 2023. Previously known as Sportech City USA Corp, Nomadar is majority owned by Sport City Cádiz, S.L. (“Sport City” or “Sportech”). The Company is a sport technology business that is currently planning to operate sport technology platforms and is currently planning to offer consulting services in addition to the planned construction and subsequent operation of a multi-purpose event center. The Company offers an educational high performance training (“HPT”) program for young athletes to assimilate into elite soccer programs. The Company is currently planning to operate soccer academies in the United States and Europe as well. The Company’s target market includes professional sports teams, athletes, coaches, and recreational sports enthusiasts. The Company generates revenue through its High Performance Training Program and events management at the JP Financial Stadium. The Company engaged in limited operations until 2025 when the Company began generating revenue. On October 31, 2025 the Company completed the direct listing of its Class A common stock (the “Direct Listing”) on The Nasdaq Capital Market under the symbol “NOMA.” Substantially all activity for the period from August 8, 2023 (inception) through the direct listing relates to the Company’s formation and the registered direct listing, as well as the Company’s efforts to execute the exclusive license agreements further described in Note 3. Going Concern As of December 31, 2025, the Company had $ 78,163 in cash, a working capital deficit of $ 3,908,272 and an accumulated deficit of $ 4,179,871 . The Company has incurred a net loss of $ 2,767,318 during the year ended December 31, 2025. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are available to be issued. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from future sales and positive operating cash flows, which is not assured. The Company’s plans to address this uncertainty include obtaining future debt and equity financings. In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025, 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. Lastly, the Company entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party may purchase up to $ 30 million of the Company’s Class A Common Stock, including funding a prepaid advance of $ 3 million, $ 0.5 million of which was funded at closing of the financing agreement on May 22, 2025, $ 0.5 million of which was funded on July 2, 2025, and $ 2 million which was funded on October 31, 2025. There is no assurance that the Company’s plans to raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures to align with cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through alternative debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. These accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. F- 7 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Cash consist principally of cash held in commercial bank accounts. The Company considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents. At December 31, 2025 and 2024, substantially all cash and cash equivalents were held in commercial bank accounts. Accounts Receivable Accounts receivable represent amounts due from customers, typically within 30 to 90 days from invoice date, arising from the Company’s revenue-generating activities. Accounts receivable are presented net of an allowance for credit losses. The allowance for credit losses is determined based on a combination of the aging of receivables, and customer-specific information, including historical loss experience, current economic conditions, forecasts of future economic conditions and other relevant risk factors. The Company applies judgment in evaluating the collectability of accounts. Receivables are written off when all reasonable collection efforts have been exhausted and the amounts are deemed uncollectible. Actual credit losses may differ from management’s estimates, and such differences are recognized in the period in which they become known. As of January 1, 2024 and December 31, 2024, the allowance for credit losses was $0. As of December 31, 2025, the allowance for credit losses was approximately $20,000. Loan Receivable – Related Party The Company accounts for loan receivables in accordance with Accounting Standards Codification (“ASC”) 310, Receivables. Loan receivables acquired through assignment are initially recorded at the fair value of the consideration transferred, which includes equity issuances, and any deferred payment obligations (“Deferred Liability”). The loan receivable acquired on June 12, 2025, is classified as held to maturity and is measured at amortized cost, see Note 4 for more details. The loan receivable and interest receivable are denominated in Euros. As a result, the carrying value is remeasured at each reporting period using the applicable spot exchange rate, and any resulting foreign exchange gain or loss is recognized in (gain) loss on foreign currency transactions, net within the statements of operations. Fixed interest is accrued based on the contractual rate, while variable interest tied to the borrower’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is recognized when the underlying financial information becomes available and the amount is reasonably estimable. The Company evaluates the loan receivable for expected credit losses in accordance with ASC 326, Financial Instruments – Credit Losses. An allowance for credit losses is established at acquisition and updated periodically based on borrower performance, macroeconomic conditions, and other relevant factors. As of December 31, 2025, no allowance for credit losses was recorded in connection with the loan receivable - related party. The deferred liability, which is denominated in US Dollars, related to the acquisition of the loan receivable is recorded at present value and is accreting over time using the effective interest method, with the accretion recognized as interest expense – related party. Convertible Notes Payable Convertible notes issued under the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited company (“Yorkville”) are classified as liabilities and measured at fair value at inception and at each reporting date, with changes in fair value recognized in earnings. The notes contain features that may result in settlement through the issuance of a variable number of shares based on a conversion price that is not solely indexed to the Company’s stock, and therefore do not qualify for equity classification. F- 8 Leases The Company accounts for leases in accordance with ASC 842, Leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present and are classified as operating or finance lease. Leases with a term greater than one year will be recognized on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. In instances where there is a finance lease for a land asset with a purchase option that is probable of being exercised, the ROU asset for the underlying land asset is not amortized. Lease liabilities are recorded based on the present values of lease payments over the terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liabilities and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROU assets may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liabilities using revised inputs as of the reassessment date, and adjust the ROU assets. In calculating the ROU asset and lease liability, the Company elected the practical expedient to combine lease and non-lease components. Revenue Recognition Overview The Company generates revenue from the following sources: (1) HPT program services and (2) contracts for events held at the JP Financial Stadium. The Company expects to generate revenue from the Mágico González Brand in future periods. In accordance with ASC 606 Revenue Recognition, the Company recognizes revenue from contracts with customers using a five-step model, which is described below: ● identify the customer contract; ● identify performance obligations that are distinct; ● determine the transaction price; ● allocate the transaction price to the distinct performance obligations; and ● recognize revenue as the performance obligations are satisfied. Identify the customer contract A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer. Identify performance obligations that are distinct A performance obligation is a promise by the Company to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. Determine the transaction price The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies. F- 9 Allocate the transaction price to distinct performance obligations The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. If a contract contains multiple performance obligations, the Company accounts for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price the Company would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers. Recognize revenue as the performance obligations are satisfied Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. HPT Program In August 2024, the Company entered into the HPT License Agreement with Club de Fútbol, S.A.D. (“Cádiz CF”), granting Nomadar the exclusive rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. Under this licensing agreement, the Company enters into contracts with third-party fútbol academies which select certain players from their own program to be trained by Nomadar under the HPT experience. Revenues generated through the Nomadar HPT are derived from the players participating in the program. Each customer pays a monthly or per session fee to the Company based on the number of athletes admitted into the program. Nomadar is responsible for providing the athletes with housing and board, access to education, high-level training including individual technical training, official training kits, and full immersion into the La Liga First Division fútbol club experience. The Company concluded that the services provided under the HPT program contracts represent a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the Company recognizes revenue for the related services as such distinct services are performed over time. During the year ended December 31, 2025 and December 31, 2024, the Company recognized revenue of $ 433,520 and $ 8,025 , respectively, related to its HPT program. The Company recognized deferred revenue of $ 31,232 and $ 0 related to the HPT program as of December 31, 2025 and December 31, 2024, respectively. Stadium Events On October 30, 2024, the Company and Cádiz CF entered into an agreement (the “Stadium Agreement”), pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the JP Financial Stadium (“JP Financial Stadium”). The Company has engaged third-party event coordinators to host events at JP Financial Stadium. Under these contracts, the Company is responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements needed for the execution of the event. These contracts may 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. Pursuant to the Stadium Agreement, the Company has agreed to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has a term of ten years, and may be extended for additional periods. There are no fixed minimum recurring payments due by Nomadar to Cádiz CF under the Stadium Agreement. Deferred revenue balances consist of up-front fees paid to the Company at the time of closing of the contract. Deferred revenue is recognized in revenue upon occurrence of the event. As of December 31, 2025 and 2024, all of the Company’s deferred revenue attributable to stadium events were reported as current liabilities in the accompanying balance sheet in the amount of $ 104,822 and $ 8,324 , respectively. The Company recognized revenue of $ 482,044 related to the hosting of stadium events during the year ended December 31, 2025. F- 10 In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable, because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient. Mágico González Brand In August 2024, the Company entered into an exclusive licensing agreement with Cádiz CF S.A.D (“Cádiz CF”) related to the brand Mágico González, the “Mágico González Agreement.” During 2025, the Company sublicensed certain intellectual property related to the Mágico González brand to a customer, which is considered a revenue-generating activity in the ordinary course of business for the Company. The Company’s performance obligation is to sublicense certain Mágico González intellectual property to its customer, which grants the customer the right to access the symbolic intellectual property. The sublicensing arrangement stipulates that licensees must pay certain project-based milestone fees to the Company. The Company satisfies its performance obligation over the license period as it fulfills its promise to grant the sublicensee’s rights to use and benefit from the intellectual property. As such, revenue for the sublicensing arrangement is recognized over time. The Company recognizes sublicense revenue from the customer as revenue on a straight-line basis over the shorter of the estimated economic life of the sublicense or the sublicense term. During the year ended December 31, 2025 the Company recognized $ 28,504 of deferred revenue due to the Mágico González brand. Other Revenues During the year ended December 31, 2025, the Company recognized revenue of $ 6,376 from other ancillary revenue sources. Fair Value of Financial Instruments In accordance with ASC 820 Fair Value Measurements and Disclosures, the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and the Company’s own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management. The carrying amount of cash, accounts receivable, prepaid expenses, loan and interest receivable, accounts payable, accrued expenses, deferred revenue, and interest payable approximated their fair values as of December 31, 2025 and 2024. F- 11 Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. The provision for income taxes includes the effects of unrecognized tax benefits, as well as the related interest and penalties. Net Loss Per Common Share The Company accounts for earnings or loss per share pursuant to ASC 260, “Earnings per Share,” which requires disclosure on the financial statements of “basic” and “diluted” earnings or loss per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalent, if dilutive. Potentially dilutive securities are excluded from the computation of diluted net loss per share when the effect of their inclusion would be anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share. The following outstanding potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the years presented because including them would have been anti-dilutive: SCHEDULE OF OUTSTANDING POTENTIALLY DILUTIVE COMMON STOCK EQUIVALENTS WERE EXCLUDED FROM THE COMPUTATION OF DILUTED NET LOSS PER SHARE 2025 2024 For the Year Ended December 31, 2025 2024 Convertible notes payable 343,750 — Total 343,750 — Concentration Risks A major customer is defined as a customer that represents 10% or greater of total revenues or 10% or more of total accounts receivable, net. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. The Company’s concentration of accounts receivable was as follows: SCHEDULE OF CONCENTRATION RISK December 31, 2025 2024 Customer A 71 % - * Customer B 15 % - * Customer C 10 % - * Customer D - * 51 % Customer E - * 49 % * Represents amounts less than 10% F- 12 The Company’s concentration of revenue was as follows: Years Ended December 31, 2025 2024 Customer A 23 % - * Customer E - * 100 % Customer F 31 % - * Customer G 18 % - * * Represents amounts less than 10% The Company maintains positive customer relationships and continually expands its customer base, mitigating the impact of any potential concentration risks that exist. Recent Accounting Standards The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024 for public business entities. The standard is required to be adopted on a prospective basis; however, retrospective application is permitted. The adoption of this accounting pronouncement did not have a material impact on the Company’s related disclosures. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. NOTE 3. COMMITMENTS AND CONTINGENCIES Exclusive License Agreements With Related Party In August 2024, the Company entered into two exclusive licensing agreements with Cádiz CF S.A.D (“Cádiz CF”), one related to HPT activities and one related to the brand Mágico González, the “HPT Agreement” and the “Mágico González Agreement,” respectively. Each contract has a term of twenty years, and can be terminated early under mutual agreement between both Cádiz CF and Nomadar, or through a breach of the contract terms. Pursuant to the HPT Agreement, the Company will pay a royalty equivalent to 15 % of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the HPT know-how regulated under the agreement. During the year ended December 31, 2025 and 2024, the Company recorded royalty fees under the HPT Agreement in the amount of $ 19,235 and $ 0 , respectively, within cost of sales on the accompanying statements of operations. Pursuant to the Mágico González Agreement, the Company will pay a royalty equivalent to 15 % of the net sales obtained as remuneration for the transfer of the trademark use regulated under the agreement. Payment will be made within thirty days of the fiscal year end. There were no royalties due under the Magico Gonzalez Agreement in 2025 or 2024. For more information on the licensing agreements, see Note 4. F- 13 Litigation The Company may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. The Company cannot predict the final disposition of such proceedings. If legal matters arise the Company reviews them and records a provision for claims considered probable of loss and for which such loss is estimable. NOTE 4. RELATED PARTY TRANSACTIONS Loan Receivable – Related Party On June 12, 2025, the Company entered into an agreement (the “Assignment Agreement”) with Cádiz CF for the assignment of a participative loan agreement (the “Participative Loan”) to the Company. The Participative Loan was previously held between Cádiz CF and Sportech. Pursuant to the Assignment Agreement, the Company became the new lender and Sportech remained as the borrower. The Participative Loan is denominated in Euros (€) and had an outstanding principal balance of € 6.8 million at the time of assignment, which was approximately $ 7.9 million USD based on the exchange rate on the assignment date. The Participative Loan is due on February 23, 2027 and carries a fixed interest rate of 3 % per annum, plus a variable interest rate equivalent to 1.5 % of the EBITDA of the previously completed fiscal year of the borrower. Interest earned on the Participative Loan is payable upon maturity. The Company acquired the Participative Loan through a non-monetary exchange, which was accounted for at fair value on the assignment date. The fair value of the Participative Loan was determined to be $ 8,711,035 , which equals the aggregate fair value of the consideration transferred. The difference between the fair value of the Participative Loan and its outstanding principal balance was recognized as a premium of $ 787,675 . The premium is being amortized over the term of the Participative Loan. During the year ended December 31, 2025, the Company recorded amortization of the premium of $ 255,569 on the accompanying statement of operations. In exchange for the Participative Loan, the Company issued 750,000 shares of Class A Common Stock and agreed to a deferred cash payment of $ 1,000,000 , denominated in US Dollars, due within 24 months, or June 2027. The shares of Class A Common Stock had a fair value of $ 7,884,589 . The deferred payment was initially recorded at its present value of $ 826,446 using the effective interest method. The deferred payment is being accreted monthly and is presented as deferred liability – related party on the accompanying balance sheet. During the year ended December 31, 2025, the Company repaid $ 207,603 of the deferred payment. For the year ended December 31, 2025, the Company recorded $ 48,024 of accretion expense, respectively, as a result of the deferred payment. The accretion expense is presented as a component of interest expense – related party in the accompanying statement of operations. Because the Participative Loan is denominated in Euros, its carrying value is remeasured at each reporting period using the applicable exchange rate. For the year ended December 31, 2025, the Company recognized a gain on foreign currency remeasurement of $ 57,545 . The gain on foreign currency remeasurement of the Participative Loan is presented in (gain) loss on foreign currency transactions, net in the accompanying statement of operations. The Company recognized interest income – related party of $ 134,837 during the year ended December 31, 2025, related to the fixed interest rate on the Participative Loan in the accompanying statement of operations. Stockholder Loan On September 1, 2023, the Company entered into a line of credit (the “stockholder loan”) with its majority stockholder Sportech. The aggregate outstanding borrowings under the agreement, as amended, with Sportech will not exceed $ 1,000,000 and will maintain an interest rate of 4.19 %. There were no upfront fees or commitment fees paid by the Company in connection with the stockholder loan. Individual draws and repayments are planned to be transacted in U.S. Dollars (“USD”). F- 14 During the year ended December 31, 2025, the Company repaid $ 488,664 on the stockholder loan. During the year ended December 31, 2024, the Company drew $ 453,469 on the stockholder loan. The stockholder loan is carried at cost until repayment and has a maturity date of December 31, 2029 . The Company incurred $ 8,819 and $ 8,162 of interest expense during the year ended December 31, 2025 and 2024, respectively, in connection with interest due on the stockholder loan. The interest expense is presented as part of Interest expense – related party in the statements of operations. The total amount of interest due is $ 0 and $ 7,897 as of December 31, 2025 and 2024, respectively. Exclusive License Agreements Pursuant to the HPT Agreement, Cádiz CF has planned and developed the HPT program which provides the opportunity for youth fútbol players to become immersed in La Liga First Division fútbol club where they receive access to training methods and coaching. Cádiz CF declares to be the holder of the know-how and practical knowledge necessary for the standardized development of the HPT program. Through the licensing agreement, Cádiz CF grants the Company the right to use the HPT know-how as described in Note 2. Prior to the Mágico González Agreement, Cádiz CF exclusively owned and had the right to manage the brand rights derived from the nickname by which the former fútbol player Mr. González Barillas is internationally known, “Mágico González,” and also owns the Spanish trademark, “Mágico González.” Pursuant to the Mágico González Agreement, the Company is granted the right to use the trademark exclusively for the following products and services: sports and non-sports clothing, sports equipment, nonalcoholic beverages, stationery products, merchandising products, household items, exploitation of bars and restaurants, sports events, cultural and musical events, and for commercial, advertising, and any other activities related to the Company’s business worldwide except in Spain. The initial term of the Mágico González Agreement is twenty years from the effective date of the contract. See Note 2 for additional details. Contribution Capital Received in Advance for Stock Payable In November 2024, the Company entered into a binding capital contribution agreement (the “Contribution Agreement”) with Sportech, as amended in June 2025, pursuant to which Sportech has agreed to provide or arrange for $ 10 million to fund the business and operations of the Company through 2027, in each case conditioned on the then-current listing of the Company on a U.S. national stock exchange. On each funding date, in consideration for the cash contribution on such funding date, the Company will issue to Sportech a number of shares of Common Stock, calculated based on the current trading price of our Common Stock, pursuant to the applicable rules of the exchange. During the year ended December 31, 2025, the Company received $ 2,261,175 in capital contributions and issued 260,433 shares of Common Stock to Sportech. On February 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $ 5.4 million of the Company’s Class A common stock, in one or more closings, at a price per share equal to $ 3.65 , representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches. On March 3, 2026, the Company closed the first tranche of the offering, and issued 584,969 shares of Common Stock to the investor at the per share purchase price. The second tranche of the offering closed on March 30, 2026, and the Company issued 447,983 shares to the investor as a result. The third tranche of the offering is scheduled to close on April 30, 2026. This investor was brought to the Company by Sportech as part of the fulfillment of the terms of the Contribution Agreement, with the remaining amount to be contributed under the Contribution Agreement of $ 0.4 million (Note 12). Stadium Agreement The Company entered into the Stadium Agreement with Cádiz CF whereby Cádiz CF granted the Company with temporary, non-exclusive rights to use the JP Financial Stadium and organize events to be held at the Stadium. The Stadium Agreement has a duration of ten years and may be extended for additional periods upon agreement of the parties. Refer to Note 2 for additional information. F- 15 NOTE 5. FINANCE LEASE – RELATED PARTY, DENOMINATED IN EUROS In November 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”) for an initial term of three years, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. The Property is the intended site for the Company’s JP Financial Arena real estate development project. The Lease Agreement requires the Company to pay monthly payments of € 12,000 over the lease term. The Lease Agreement also contains a purchase option which may be exercised for either 1) the entirety of the Property at a price of € 29.17 per square meter, or 2) at least 100,000 square meters of the Property at a price of € 29.17 per square meter. As of the lease inception date, the Company had prepaid $ 2,643,498 toward the purchase option. Following the lease inception date and through December 31, 2025, the Company prepaid an additional $ 623,971 toward the purchase option. The Company has classified this lease as a finance lease. As of December 31, 2025, the unpaid portion of the purchase option, which is expected to be paid at the end of the lease term, is $ 1,830,382 . As of December 31, 2025, the finance lease right of use asset was $ 5,166,888 . The Company’s finance lease cost consisted of interest expense of $ 36,063 and $ 0 of amortization of the right of use asset during the year ended December 31, 2025. The Company is not recording any amortization of the right off use asset as it is land and therefore has an indefinite estimated lifespan. Additionally, the Company believes that it is probable that it will exercise the purchase option of the Lease Agreement. The weighted average remaining lease term of the Lease Agreement was 4.92 years as of December 31, 2025. The discount rate of the Lease Agreement was 8.00 %. During the year ended December 31, 2025 the Company made payments of $ 12,993 towards the related party finance lease. Future minimum payments under the finance lease as of December 31, 2025, are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER THE FINANCE LEASE 2026 $ 169,151 2027 169,151 2028 169,151 2029 169,151 2030 1,985,437 Thereafter - Total minimum lease payments 2,662,041 Less: imputed interest ( 739,552 ) Present value of future lease payments 1,922,489 Current finance lease liability – related party 15,927 Long-term finance lease liability – related party $ 1,906,562 NOTE 6. DIRECT LISTING FEES In October 2025, the Company completed the direct listing of its common stock on the NASDAQ stock exchange. In relation to the direct listing, the Company engaged a financial advisor to perform certain financial services for the Company. As a result, the Company agreed to issue the financial advisor common stock with an aggregate value of $ 250,000 and cash payments totaling $ 1,072,200 . The cash payments consist of a $ 272,200 payment due by December 15, 2025, and five quarterly payments of $ 160,000 due beginning on March 30, 2026. In October 2025, the Company issued 11,905 shares of common stock to the financial advisor in satisfaction of the common stock owed and recorded $ 250,000 of compensation expense as a component of professional fees on the accompanying statement of operations for the year ended December 31, 2025. The Company recorded the remaining $ 800,000 due to the financial advisor at present value, resulting in liability of $ 754,154 presented as direct listing fees payable on the accompanying balance sheet as of December 31, 2025. F- 16 Future payments owed to the financial advisor for direct listing services as of December 31, 2025, are as follows: SCHEDULE OF FUTURE PAYMENTS OWED TO THE FINANCIAL ADVISOR FOR DIRECT LISTING SERVICES 2026 $ 640,000 2027 160,000 Total minimum direct listing fee payments 800,000 Less: imputed interest ( 45,846 ) Present value of future direct listing fee payments 754,154 Current direct listing fee payable 609,237 Long-term direct listing fee payable $ 144,917 NOTE 7. FAIR VALUE MEASUREMENT Yorkville Convertible Notes Payable The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Yorkville convertible notes payable represents a Level 3 measurement. See Note 8 for information relating to the Yorkville convertible notes payable. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF FINANCIAL INSTRUMENTS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Level December 31, 2025 December 31, 2024 Liabilities: Yorkville convertible note (tranche #1) 3 $ 498,203 $ — Yorkville convertible note (tranche #2) 3 488,433 — Yorkville convertible note (tranche #3) 3 660,027 — Total fair value $ 1,646,663 $ — The measurement of fair value of the Yorkville convertible notes payable was determined utilizing a Monte Carlo simulation considering all relevant assumptions (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). Refer to Note 8 for further details. For the year ended December 31, 2025, the Company recognized a gain of $ 702,707 resulting from changes in the fair value of the Yorkville convertible notes payable. The following table sets forth a summary of the changes in the fair value of the Yorkville convertible notes payable, which is a Level 3 financial liability measured at fair value on a recurring basis: SCHEDULE OF FINANCIAL LIABILITY MEASURED AT FAIR VALUE ON A RECURRING BASIS Fair Value Balance at December 31, 2024 $ — Issuance of Yorkville convertible note (tranche #1) 500,000 Issuance of Yorkville convertible note (tranche #2) 500,000 Issuance of Yorkville convertible note (tranche #3) 2,000,000 Conversion of Yorkville #3 principal and accrued interest ( 621,370 ) Payments on convertible note payable, net ( 29,260 ) Change in fair value ( 702,707 ) Balance at December 31, 2025 $ 1,646,663 F- 17 NOTE 8. CONVERTIBLE NOTES PAYABLE AND ACCRUED INTEREST AT FAIR VALUE Convertible Notes Payable (Yorkville) On May 22, 2025, in connection with and pursuant to the terms of the SEPA with Yorkville, (see Note 9 for further details), Yorkville agreed to advance to the Company, in exchange for convertible notes payable, an aggregate principal amount of up to $ 3,000,000 , $ 500,000 of which was funded at the Closing (the “Yorkville Convertible Note #1”); $ 500,000 of which was funded on July 2, 2025 (the “Yorkville Convertible Note #2”); and $ 2,000,000 which was funded on November 4, 2025 (the “Yorkville Convertible Note #3”). The Company received net proceeds of $ 460,000 after a non-cash original issue discount of $ 40,000 during the three months ended June 30, 2025 as a result of Yorkville Convertible Note #1. The Company received additional net proceeds of $ 460,000 after a non-cash original issue discount of $ 40,000 during the three months ended September 30, 2025 as a result of Yorkville Convertible Note #2. Lastly, the Company received additional net proceeds of $ 1,840,000 after a non-cash original issue discount of $ 160,000 during the three months ended December 31, 2025 as a result of Yorkville Convertible Note #3. The original issuance discounts were expensed in the accompanying statement of operations under loss from original issue discount on convertible notes payable. Yorkville Convertible Note #1, Yorkville Convertible Note #2, and Yorkville Convertible Note #3 (together the “Yorkville Notes”) have a maturity date of May 22, 2026 , and accrue interest at 8 % per annum, subject to an increase to 18 % per annum upon an event of default. As of December 31, 2025, no events of default have occurred. The Yorkville Notes are scheduled to be repaid in equal installments beginning in February 2026 and ending in May 2026. Yorkville, in its sole discretion and provided that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at a purchase price equal to the Conversion Price as determined in accordance with the Convertible Note in consideration of an offset of amounts owed under the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 4.99% ownership limitation, and does not exceed the Exchange Cap or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance. Additionally, Yorkville has the right to convert any portion of the outstanding principal under the Yorkville Notes into shares of Class A common stock at any time, subject to certain limitations. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the applicable Conversion Price, which may be either: ● the fixed price of $ 8.00 per share (the “Fixed Price”), or ● the variable price (the “Variable Price”, defined as 95 % of the lowest daily Volume Weighted Average Price (VWAP) of the Class A common stock during the 10 consecutive trading days immediately preceding the conversion date, but which Variable Price shall not be lower than $1.60 (the “Floor Price”). The Floor Price may be adjusted downward to 20% of the average VWAP over the five trading days prior to the effectiveness of the initial Registration Statement and may be further reduced by the Company via written notice, subject to specific pricing limits. Yorkville will not have the right to convert any portion of the principal to the extent that, after giving effect to such conversion, Yorkville would beneficially own more than 4.99% of the total number of shares of Class A common stock outstanding immediately after such conversion. Each Convertible Note provides that the conversion price of each Convertible Note shall be adjusted if the Company issues shares of Class A common stock at a price less than $ 8.00 . In February 2026, we issued shares of Class A common stock to a third-party investor at a price equal to $ 3.65 per share. As a result, the conversion price of the Convertible Notes was adjusted downward to $ 3.65 per share. F- 18 Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Yorkville Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest. Such early redemption may only be exercised if (i) the Company provides Yorkville with no less than ten trading days’ prior written notice, and (ii) on the date such notice is issued, the VWAP of the Class A common stock is less than the Fixed Price. On November 18, 2025, Yorkville converted $ 250,000 of principal of Yorkville Convertible Note #3 and accrued interest of $ 8,767 , into 32,345 shares of Common Stock. On December 2, 2025, Yorkville converted an additional $ 350,000 of note principal of Yorkville Convertible Note #3 and accrued interest of $ 12,603 , into 45,325 shares of Common Stock. As of December 31, 2025, the principal amount outstanding under the Yorkville Notes is $ 2,400,000 . The Company has elected to record the Yorkville Notes at fair value at the date of issuance and in subsequent reporting periods. The fair value of Yorkville Convertible Note #1 as of May 22, 2025 , the issuance date, was $ 500,000 . The fair value of Yorkville Convertible Note #2 as of July 2, 2025 , the issuance date, was $ 500,000 . The fair value of Yorkville Convertible Note #3 as of October 31, 2025 , the issuance date, was $ 2,000,000 . During the year ended December 31, 2025, the Company recorded a gain of $ 702,707 related to the change in fair value of the Yorkville Notes. The fair value of the Yorkville Notes as of December 31, 2025 was $ 1,646,663 . The inputs into the Monte Carlo simulation models used during the year ended December 31, 2025 to value the Yorkville notes were as follows: SCHEDULE OF INPUTS INTO THE MONTE CARLO SIMULATION MODELS Year Ended December 31, 2025 Common stock fair value $ 4.48 – $ 21.00 Equity volatility 70.00 % – 78.00 % Remaining time to maturity (years) 0.89 – 0.39 Discounted market interest rate 20.00 % Risk-free rate 3.63 % – 4.13 % Probability of optional redemption 5.00 % NOTE 9. STOCKHOLDERS’ EQUITY On January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A Common Stock, having a par value of $ 0.000001 , was reduced from 800,000,000 to 80,000,000 . The number of authorized shares of Class B Common Stock, having a par value of $ 0.000001 , was reduced from 50,000,000 to 10,000,000 . The number of authorized shares of Class C Common Stock, having a par value of $ 0.000001 , was reduced from 75,000,000 to 0 . The number of authorized shares of Preferred Stock, having a par value of $ 0.000001 , was reduced from 75,000,000 to 10,000,000 . Class A Common Stock As of December 31, 2025, the Company is authorized to issue 80,000,000 shares of Class A Common Stock with a par value of $ 0.000001 per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class A Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class A Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class A Common Stock, the Preferred Stock. F- 19 Upon formation of the Company, 25,000,000 shares of Class A Common Stock were issued to the majority shareholder, Sportech, at par. On May 10, 2024, 2,750,000 of these shares were resold to minority shareholders. On July 31, 2024, the Company entered into a Stock Surrender Agreement, pursuant to which Sportech surrendered 15,093,132 shares of Class A Common Stock for no value. These shares were cancelled. The Company entered into various Subscription Agreements with minority shareholders. During the year ended December 31, 2024, the Company issued 764,350 shares of Class A Common Stock and received proceeds of $ 32,600 . No shares were issued under these agreements during the year ended December 31, 2025. All shares issued pursuant to these agreements remain issued and outstanding as of December 31, 2025. During the year ended December 31, 2025, the Company issued (i) 37,500 shares of Class A Common Stock as commitment shares in conjunction with Yorkville Convertible Note # 1 (See Note 8), (ii) 750,000 shares in connection with the Participative Loan as further described in Note 4, (iii) 260,433 shares in exchange for a capital contribution (see Note 4), (iv) 11,905 shares for direct listing fees (see Note 6), and (v) 77,670 shares upon conversion of Yorkville Convertible Note #3 (see Note 8). As of December 31, 2025, there were 12,718,726 shares of Class A Common Stock issued and outstanding. Class B Common Stock As of December 31, 2025, the Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $ 0.000001 per share. Upon formation of the Company, 2,500,000 shares of Class B Common Stock were issued to the Company’s majority stockholder at par. Holders of the Company’s Class B Common Stock are entitled to twenty votes for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class B Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class B Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class B Common Stock, the Preferred Stock. As of December 31, 2025, there were 2,500,000 shares of Class B Common Stock issued and outstanding with Sportech. Preferred Stock As of December 31, 2025, the Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $ 0.000001 per share. Holders of the Company’s Preferred Stock are entitled to zero votes for each share. The Board of Directors of the Company is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, if any, and such designations, powers, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors. As of December 31, 2025, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding. Yorkville SEPA On May 20, 2025, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ 30,000,000 of the Company’s shares of Class A common stock, par value $ 0.0001 per share, at the Company’s request any time during the commitment period commencing on May 20, 2025 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”). Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 10,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance. The shares would be purchased, at the Company’s election, at a purchase price equal to, either: (i) 95% of the average daily Volume Weighted Average Price (“VWAP”) of the Class A Common Stock on the Nasdaq Stock Market (“Nasdaq”), subject to certain conditions per the SEPA (Option 1) , or (ii) 96% of the lowest daily VWAP of the Class A Common Stock during the three trading days commencing on the Advance Notice date, subject to certain conditions per the SEPA (Option 2). F- 20 Yorkville may not purchase shares that would result in it and its affiliates beneficially owning more than (i) 4.99% of the Company’s outstanding Class A common stock, or (ii) more than 19.99% of the total outstanding shares of Class A and Class B common stock immediately prior to the execution of the SEPA, unless, in the case of the limitation in this clause (ii), shareholder approval to exceed such cap is obtained. The SEPA Option was evaluated and determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument. As of December 31, 2025, the Company determined the fair value of the SEPA Option continues to be insignificant. In connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $ 25,000 (the “Structuring Fee”). Additionally, the Company issued to Yorkville 37,500 shares of Class A common stock (the “Commitment Shares”) as a commitment fee, having an aggregate fair value of $ 300,000 at issuance. The aggregate fair value of the Structuring Fee and the Commitment Shares, totaling $ 325,000 , was recorded on the accompanying statement of operations under SEPA commitment fee and structuring fee as an expense upon execution of the SEPA. Pursuant to the SEPA, while a balance remains outstanding under the Yorkville Notes, Yorkville may deliver an investor notice to receive shares in exchange for repayment of principal and interest. The number of shares issued is determined using the Conversion Price defined in the convertible note agreement, which is based on a VWAP formula and subject to a Floor Price. While any balance remains outstanding under the Yorkville Notes, the Company may not deliver Advance Notices under the SEPA unless an amortization event has occurred. The SEPA will automatically terminate on the earlier of (i) the 36-month anniversary of the SEPA (May 20, 2028) (unless Convertible Notes remain outstanding), or (ii) the date Yorkville has purchased shares equal to the full commitment amount of $ 30,000,000 . The Company may terminate the SEPA at no cost with five trading days’ written notice, provided there are no outstanding Advance Notices and all amounts owed to Yorkville under the SEPA and the Yorkville Notes have been paid. Termination may also occur by mutual written consent. There were no Advance Notices issued pursuant to the SEPA during the year ended December 31, 2025 or as of the date that these financial statements are available to be issued. Stock Based Compensation On January 15, 2025, the Company adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan (the “Plan”). The Plan reserves up to 3,000,000 shares of Class A Common Stock for issuance thereunder. As of the date that these financial statements all such shares were available to be issued, there were no awards granted under the Plan. On January 15, 2025, the Company approved a non-employee director compensation policy which authorizes the Company to award an inaugural option to purchase 40,000 shares of the Company’s Class A Common Stock, an annual option award to purchase 30,000 shares of the Company’s Class A Common Stock, and an annual cash compensation component for board and committee members and chairs. The annual retainers payable to non-employee directors for service on our board of directors and its committees are (i) $ 30,000 for service on our board of directors, (ii) $ 4,000 for service on the nominating and corporate governance committee, (iii) $ 5,000 for service on the compensation committee, (iv) $ 6,000 for service on the audit committee, (v) an additional $ 20,000 for the chair(s) of our board of directors, (vi) an additional $ 6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $ 8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments began following the completion of the Direct Listing. As of December 31,2025, there were no awards granted, however, $ 40,000 of cash compensation was accrued for under this policy. F- 21 NOTE 10. INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under this guidance, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss and tax credit carryforwards. For the years ended December 31, 2025 and 2024, the loss before income taxes was $ 2,767,318 and $ 1,372,991 , respectively. The Company had no tax expense or benefit for the years ending December 31, 2025 and 2024, and the Company had an effective tax rate of 0.00 % for the years ended December 31, 2025 and 2024. The reconciliation between the U.S. federal statutory income tax rate and the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF EFFECTIVE TAX RATE For the year ended December 31, 2025 December 31, 2024 Amount Percentage Amount Percentage US Federal Statutory Tax Rate $ ( 581,137 ) 21.00 % $ ( 288,328 ) 21.00 % Foreign Tax Effect Spain 5,970 ( 0.22 )% - - % Changes in Valuation Allowances 297,083 ( 10.73 )% 96,411 ( 7.02 )% Nontaxable or Nondeductible Items IPO Costs 277,662 ( 10.03 )% 191,745 ( 13.97 )% Other 422 ( 0.02 )% 172 ( 0.01 )% Effective Tax Rate $ - 0.00 % $ - 0.00 % F- 22 Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows: SCHEDULE OF DEFERRED TAX ASSETS As of As of December 31, December 31, 2025 2024 Deferred tax assets: Start-up costs $ 80,122 $ 85,880 Net operating loss carryforwards 352,431 17,140 Deferred related party interest expense - 1,658 Other 23,701 - Total gross deferred tax assets 456,254 104,678 Valuation Allowance ( 456,254 ) ( 104,678 ) Net deferred tax asset $ - $ - The Company has U.S. Federal net operating loss (“NOLs”) carryforwards of approximately $ 1,400,000 as of December 31, 2025. The Spanish Branch has net operating loss carryforwards of approximately $ 200,000 . The U.S. NOLs were generated after December 31, 2017, have an indefinite carryforward period, and are subject to an annual limitation of 80% of taxable income. Spanish net operating losses do not expire and can be carried forward indefinitely. The Company has federal net operating loss carryforwards available to offset future taxable income. Utilization of these net operating losses may be subject to annual limitations under Section 382 of the Internal Revenue Code if the Company undergoes an ownership change, as defined in the Code. An ownership change occurs when there is a cumulative change in ownership of more than 50 percentage points by certain stockholders over a rolling three-year period. If such an ownership change were to occur, the amount of net operating losses that could be utilized annually would be limited. Spain also has limitations on net operating losses in specific and typically anti-avoidance scenarios. The Company has not performed a study to identify any ownership changes. Accordingly, no Section 382 limitation has been recorded. Valuation Allowance In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore maintained a full valuation allowance. Uncertain Tax Positions As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No such amounts were recognized during the periods presented. NOTE 11. SEGMENT INFORMATION The Company completed its Direct Listing on October 31, 2025. The Company operated as one operating segment with a focus on its efforts to complete the Direct Listing prior to the completion of the Direct Listing. Following the completion of the Direct Listing, the Company continues to operate as a single operating segment with a focus on growing its revenue-generating activities. The Company’s Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included within these financial statements and evaluates segment performance based on net loss. This enables the CEO to assess the overall level of available resources and determine how best to deploy these resources across functions, potential service lines, and development projects in line with the long-term company-wide strategic goals. F- 23 The Company’s significant segment expenses for its one segment for the years ended December 31, 2025 and 2024 consisted of the following: SCHEDULE OF SEGMENT EXPENSES Year ended December 31, December 31, 2025 2024 Revenue $ 921,940 $ 8,025 Cost of sales 444,858 6,318 Gross profit 477,082 1,707 General and administrative expenses 444,009 92,018 Professional fees 2,766,385 1,274,941 (Gain) loss on foreign currency transactions, net ( 41,807 ) 109 Loss from operations ( 2,691,505 ) ( 1,365,361 ) Other expenses, net 75,813 7,630 Net Loss $ ( 2,767,318 ) $ ( 1,372,991 ) NOTE 12. SUBSEQUENT EVENTS Lease Prepayment On January 30, 2026, the Company paid approximately $ 1.8 million to Sportech as an additional deposit towards the finance lease to be held and used towards the purchase option as explained in Note 5. Second Capital Contribution from Sportech In February 2026, the Company issued Sportech a total of 415,935 shares of Class A common stock pursuant to the Contribution Agreement in exchange for consideration of approximately $ 1.9 million provided by Sportech to the Company. Such issuances were unanimously approved by all members of the Audit Committee of the Board of Directors. The shares were issued at a price of $ 4.66 per share, representing the closing price of the common stock on the date of committee approval in accordance with the applicable rules of The Nasdaq Stock Market. New Investors On February 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to approximately $ 5.4 million of the Company’s Class A common stock, in one or more closings, at a price per share equal to $ 3.65 , representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches. As a result, the conversion price of the Convertible Notes was adjusted downward to $ 3.65 per share. (Please see “Yorkville Conversions” below). On March 3, 2026, the Company closed the first tranche of the offering, and issued 584,969 shares of Common Stock to the investor at the per share purchase price. The second tranche of the offering closed on March 30, 2026, and the Company issued 447,983 shares to the investor as a result. The third tranche of the offering is scheduled to close on April 30, 2026. This investor was brought to the Company by Sportech as part of the fulfillment of the terms of the Contribution Agreement, with the remaining amount to be contributed under the Contribution Agreement of $ 0.4 million. On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $ 1.738 million of the Company’s class A common stock at a price per share equal to $ 3.65 , representing the issuance of up to 476,384 shares of common stock, in seven separate tranches. JP Financial Agreement On March 13, 2026, the Company ratified an Assignment Agreement of Naming Rights (the “Agreement”), between the Company through its branch in Spain, Nomadar Corp. Sucursal en España, JP Financial 2024, S.L. (“JP Financial” or the “Sponsor”), and Cádiz Club de Fútbol, S.A.D. (“Cádiz”) appearing solely for purposes of authorizing certain image and advertising rights. Cádiz is the parent company of Sport City Cádiz, S.L., the Company’s parent and controlling shareholder. The Agreement was originally executed by the Company, the Sponsor and Cádiz on March 3, 2026, and became effective upon ratification by the Audit Committee. Pursuant to the Agreement, the Company has assigned to JP Financial the exclusive commercial naming rights to the future venue (the “Venue”) to be developed within the Company’s urban and business development known as “Sportech City Cádiz” (the “Project”). The Venue will be commercially identified with the designation “JP Financial Arena Bahía de Cádiz”. As of the date of the Agreement, the Venue has not yet been constructed and currently consists of a plot of land integrated within the scope of the Project. The assignment includes the right to use the designated name and to associate the JP Financial brand with the Project, the Venue, and its future activity in communications, advertising media, marketing actions, and activations linked to its development. The Agreement has an initial term of five years , commencing on March 3, 2026. As consideration for the rights assigned, JP Financial will pay the Company € 500,000 per year, plus applicable indirect taxes, accruing annually on each anniversary of the Agreement. Yorkville Conversions On March 3, 2026, Yorkville converted $ 150,000 of principal and $ 19,945 of accrued interest of Convertible Notes, for a total conversion amount of $ 169,945 , into 44,750 shares of Class A Common Stock. On March 16, 2026, Yorkville converted $ 200,000 of principal and $ 31,912 of accrued interest of Convertible Notes, for a total conversion amount of $ 231,912 , into 63,537 shares of Class A Common Stock. F- 24