As filed with the Securities and Exchange Commission on June 27, 2025

Registration No. 333-284716

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NOMADAR CORP.

(Exact name of registrant as specified in its charter)

5015 Highway 59 N

Marshall, Texas 75670

(323) 672-4566 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rafael Contreras

Nomadar Corp.

5015 Highway 59 N

Marshall, Texas 75670

(323) 672-4566

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 27, 2025

13,268,718 Shares

Nomadar Corp.

Class A Common Stock

This prospectus relates to the registration of the resale of up to 13,268,718 shares of our Class A common stock (our “common stock”) by our stockholders identified in this prospectus (the “Registered Stockholders”), in connection with our direct listing (the “Direct Listing”) on the Nasdaq Capital Market of the Nasdaq Stock Market LLC (the “Nasdaq”) (assuming the issuance of the maximum number of shares issuable to YA II PN, LTD. (“Yorkville”), as described herein). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. Subject to (i) the terms of the lock-up agreements, as described herein, and (ii) Rule 144 of the Securities Act of 1933, as amended, the Registered Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. Of the 13,268,718 shares of common stock held by the Registered Stockholders (assuming the issuance of the maximum number of shares issuable to Yorkville, as described herein), approximately 5.5 million shares of common stock will be freely tradable. If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.

No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions.

In addition to our Class A common stock, we have 2,500,000 shares of Class B common stock issued and outstanding. Each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sport City Cádiz S.L., a company incorporated under the laws of Spain (“Sportech”). Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all shares of Class A common stock that are held by Sportech and being registered hereunder, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. As a result of Sportech’s ownership of the Class B common stock, if Sportech sells all of its shares of Class A common stock being registered hereunder, Sportech will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest. In addition to the foregoing, Cádiz Club de Fútbol, S.A.D., Sportech’s parent company (“Cádiz CF”) holds 750,000 shares of Class A common stock directly, which represents approximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately 91.08% of the voting power of the Company.

Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.” Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Clear Street LLC (the “Advisor”), in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither the Company nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence the Advisor in carrying out its role as a financial advisor. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 81 of this prospectus.

We plan to apply to list our common stock on the Nasdaq Capital Market under the symbol “NOMA”. We expect our common stock to begin trading on Nasdaq on or about     , 2025.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities, and we will be a “controlled company” within the meaning of the listing rules of Nasdaq. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies. For a discussion of the implications of our status as a “controlled company,” see “Risk Factors” beginning on page 11 of this prospectus.

We are an “emerging growth company” and a “smaller reporting company” as defined under U.S. securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 11 of this prospectus for the risks and uncertainties you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated              , 2025

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor any of the Registered Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the Registered Stockholders and the distribution of this prospectus outside the United States.

Through and including                       , 2025 (the 25th day after the listing date of our common stock), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

ABOUT THIS PROSPECTUS

This prospectus is a part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this process, the Registered Stockholders may, from time to time, sell the common stock covered by this prospectus in the manner described in the section titled “Plan of Distribution.” Additionally, we may provide a prospectus supplement to add information to, or update or change information contained in, this prospectus, including the section titled “Plan of Distribution”. You may obtain this information without charge by following the instructions under the “Where You Can Find Additional Information” section of this prospectus. You should read this prospectus and any prospectus supplement before deciding to invest in our common stock.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

Standby Equity Purchase Agreement

On May 20, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with Yorkville, a Cayman Islands exempt limited company, pursuant to which the Company has the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of its shares of common stock, par value $0.000001, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated, to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

The shares of Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 95% of the lowest daily volume weighted exercise price (“VWAP”) of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice.

In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,” and together, the “Pre-Paid Advances”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on May 22, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, the second Pre-Paid Advance will be disbursed within two days of the filing of Amendment No. 1 to this Form S-1 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance will be in a principal amount of $2 million and advanced on the later of the second trading day following: (i) the effectiveness of this Registration Statement and (ii) the effectiveness of the Direct Listing. 

The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the Convertible Note issued in connection with each Pre-Paid Advance will be May 20, 2026. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at any time at a fixed conversion price equal to $8.00, subject to the terms of the Convertible Notes. 

Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), the Company shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, the Company shall pay the principal amount of $750,000 plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. At any time or times on or after any Installment Date, the Investor shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding under a Convertible Note until such amount has been paid into shares at a price per share equal to 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price” and collectively with the Fixed Price, the “Conversion Price”), but which Variable Price shall not be lower than the $1.60 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates, would exceed 4.99% of the outstanding shares of the common stock of the Company.  

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.

Under the applicable Nasdaq rules, in no event may the Company issue to Yorkville under the Purchase Agreement more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, the Company may not issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The Company will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment Amount. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible Notes. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither the Company nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.

As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Yorkville, (i) a due diligence fee in the amount of $25,000 and (ii) a commitment fee equal to 37,500 shares of common stock, issued upon the execution of the SEPA.

In connection with the SEPA, on May 20, 2025 the Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to register all of the shares of common stock issuable upon conversion of the Convertible Notes and all of the shares of common stock issuable under the SEPA pursuant to an Advance. The Company is registering under this prospectus 937,500 shares of common stock issuable to Yorkville, which represents (i) 37,500 shares issued to Yorkville as commitment shares, at a stated value of $8.00 per share, and (ii) 900,000 shares issuable upon conversion of the Convertible Notes. Following the Direct Listing, the Company will use its best efforts to file one or more registration statements to register any additional shares of common stock issued to Yorkville pursuant to the Convertible Notes and the SEPA.

SUMMARY FINANCIAL AND OTHER DATA

The following tables set forth a summary of our financial data as of, and for the period ended on, the date indicated. The statement of operations for the fiscal year ended December 31, 2024, and the balance sheet data as of December 31, 2024, are derived from our audited financial statements that are included elsewhere in this prospectus.

You should read the following summary financial data together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus. The summary financial data in this section are not intended to replace our financial statements and the related notes and are qualified in their entirety by the financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of results that should be expected in any future period.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all of the other information contained in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus, before deciding whether to invest in our common stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Risks Related to Our Financial Condition and Capital Requirements

We have generated minimal revenues since inception, and may never be profitable in the long term.

Our ability to generate revenue and achieve profitability depends on our ability, alone or with strategic alliance partners, to successfully complete the development of our business plans. Strategic alliance partners may include, now or in the future, youth soccer academies and teams, university, college, high school and elementary school teams, professional and semi-professional clubs, and other agents. Our ability to generate revenues depends heavily on our success in:

Because of the numerous risks and uncertainties associated with the global sports industry, and extreme competition within said industry, we are unable to predict reliably the timing or amount of increased expenses and when we will be able to achieve and maintain profitability, if ever. Even if we are able to generate revenues from the sale of any approved products, we may not become profitable and may need to obtain additional funding to continue operations.

We have had limited history of operations, a history of losses, and our future earnings, if any, and cash flows, may be volatile, resulting in uncertainty about our prospects.

We are a startup company, and our lack of business operations to date, lack of significant history, and evolving nature of the markets in which we operate and intend to operate, could result in us suffering losses now or in the future. Further, as we are a startup company, an investment in our securities is speculative, and necessarily involves uncertainty about the stability of our operating results and results of operations.

We will need to raise additional capital in the future, which may not be available on acceptable terms, or at all.

We will need to raise additional capital to support our operations and such funding may not be available to us on acceptable terms, or at all. As of March 31, 2025, we had unrestricted cash of $26,859. We anticipate the need to rely on Sportech, and other additional sources of funding in the future. As of the date hereof, the Company does not have the required funding to develop Sportech City. But if our plans change or we face unexpected circumstances, our capital resources may be depleted more rapidly than we currently anticipate. Any such events would increase our costs more than we expect. In order to support our long-term plans, we will need to raise additional capital or otherwise obtain funding through additional strategic alliances.

Any additional fundraising efforts may divert our management from our day-to-day activities, which may delay and hinder our ability to develop our business. We may be unable to raise sufficient amounts of additional capital when needed and on acceptable terms, which could require us to significantly delay, scale back or discontinue the development of our business plans.

For more information, see “Prospectus Summary - Capital Requirements.”

We have entered into the Contribution Agreement with Sportech, whereby Sportech has agreed to provide cash to fund the Company’s business and operations in 2025, 2026, and 2027, and if such agreement were to be terminated or cancelled for any reason, it would materially negatively impact our business and results of operations.

In November 2024, we entered into the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide up to $10 million to fund our business and operations in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 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, 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. This agreement may be terminated or cancelled by Sportech if for any reason our securities are delisted from a national U.S. securities exchange on the 12-month anniversary of the date of the agreement. If the Contribution Agreement is terminated or cancelled, or we do not otherwise receive funds under the agreement for any reason, our business and operations will be materially harmed.

Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future.

The ability of the Company to continue as a going concern is dependent, among other things, on the Company’s receipt of funds from Sportech and/or the ability to raise additional capital resources. The Company plans to receive funding from Sportech and, in the future, to seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements. Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of product candidates, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

Our independent auditor and Management believe there is substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that the financial statements were issued. As of March 31, 2025, our cash on hand was $26,859 and our net losses for the three months ended March 31, 2025 were $291,319. The financial statements have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Our continuation as a going concern is dependent upon the continued financial support from Sportech, as well as our ability to obtain necessary equity or debt financing to continue operations, and ultimately our ability generate profit from future sales and positive operating cash flows, which is not assured.

We plan to address this uncertainty by obtaining funding from Sportech, and in the future, from debt and equity financings. As described herein, as of the date hereof, we have $467,468 outstanding under the Sportech Loan and may draw down approximately $532,532 additional funds under the facility. There is no assurance that our plans to receive capital from Sportech, or raise additional capital in the future, will be successful. Should we be unable to raise sufficient additional capital, we may be required to undertake cost-cutting measures to align with expected revenue levels and cash reserves, although there can be no guarantee that we will be successful in doing so. Accordingly, we may be required to raise additional cash through debt or equity transactions. We 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 substantial doubt about our ability to continue as a going concern.

Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

We are subject to income taxes in the United States and numerous foreign jurisdictions. Our effective income tax rate could be adversely affected in the future by a number of factors, including changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and regulations or their interpretations and application, the outcome of income tax audits in various jurisdictions around the world, and any repatriation of non-U.S. earnings for which we have not previously provided applicable foreign withholding taxes, certain U.S. state income taxes, or foreign exchange rate impacts.

We have outstanding indebtedness and expect to incur additional indebtedness in the future. Failure to repay our existing or future indebtedness would negatively impact our business and results of operations.

In September 2023, we entered into the Sportech Loan, 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 the date hereof, we have $467,468 outstanding under this facility and may draw down approximately $532,532 additional funds under the facility. We may, now or in the future, incur additional indebtedness to fund our business and operations, including additional indebtedness from Sportech. Although unsecured, failure to repay our current, or future indebtedness, would negatively impact our business and results of operations.

Risks Related to Sportech City Cádiz

There is no guarantee that Sportech City will be completed in the proposed timeframe, within budget, or at all.

The construction of Sportech City is a massive undertaking, and involves the proposed construction of over approximately 26,600 m² of public open space, over approximately 10,600 m² of public facilities, over 1,800 parking spots. The project is slated to be completed by or around 2030. The completion, timely or at all, of the complex is contingent on many factors outside of our control, including but not limited to:

Adverse changes in general and local economic conditions or deterioration in the broader economy may negatively impact our business and financial results and increase the risk of asset impairments and write-offs. Changes in economic conditions may affect some of our regions or markets more than others. If adverse conditions affect our larger markets, they could have a proportionately greater impact on us than on some other real estate development companies.

The fiscal policies of the United States and Spain and each government’s monetary policies may negatively impact the financial markets and consumer confidence and could hurt the U.S. or Spanish economies and real estate markets, and in turn, could adversely affect the operating results of our business. For example, in response to increased inflation, the U.S. Federal Reserve has raised interest rates significantly, which has resulted in higher mortgage interest rates. Prolonged periods of elevated mortgage interest rates or further increases in interest rates could have an adverse impact on our business and financial results.

We will need additional capital to fund the construction of Sportech City, which may not be available on acceptable terms, or at all.

As discussed herein, the total funding required for the development of Sportech City and its associated infrastructure is estimated to be €285 million (approximately $309.7 million). To meet these capital requirements, a mixed financing plan has been at least formulated, incorporating external debt financing, capital injections from the principal shareholder, and capital increases through the issuance of new shares; however, there is no guarantee that we will receive such required funding on acceptable terms, or at all.

We have entered into the Sportech Loan with Sportech, pursuant to which we may borrow up to $1 million from Sportech, from time to time. However, a failure by Sportech to comply with the terms of the Sportech Loan would negatively impact our business and results of operations, including our ability to fund the construction of Sportech City. Additionally, we have entered into the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $5.5 million payable in three tranches in 2025 ($2 million on June 30, 2025; $2 million on September 15, 2025; and $1.5 million on November 15, 2025), and $4.5 million payable in two tranches in 2026, 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. However, a failure by Sportech to comply with the terms of the Contribution Agreement would negatively impact our business and results of operations, including our ability to fund the construction of Sportech City. For more information, see “Prospectus Summary – Capital Requirements” and the risk factors in this section under “Risks Related to Our Financial Condition and Capital Requirements.”

Supply shortages and other risks related to acquiring land, materials and skilled labor and obtaining regulatory approval could increase our costs and delay lot deliveries.

The development of Sportech City may experience significant difficulties that can affect the cost or timing of development, including:

During the last few years, there have been significant disruptions in the global supply chain, which resulted in shortages of certain building materials and tightness in the labor market. If this continues, this may cause the construction cycle to lengthen and costs of building materials to increase. If shortages and cost increases in building materials and tightness in the labor market increase, our construction cycle time and profit margins could be adversely impacted.

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all.

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option pursuant to which Sportech will lease to the Company the land on which we intend to construct Sportech City, but there is no guarantee that we will enter into such agreement on favorable terms, or at all. If we fail to enter into such agreement on favorable terms, or at all, it could materially delay or impair our ability to develop Sportech City. In such an event, we may need to find a new location for the construction of Sportech City, which we may not be able to do on commercially reasonable terms, if at all. Failure to enter into such agreement would have an adverse impact on our ability to grow our business, and our results of operations and financial condition generally.

Public health issues such as a major epidemic or pandemic could adversely affect our business and financial results.

The United States, Spain, and other countries may experience in the future, outbreaks of contagious diseases that affect public health and public perception of health risk. In the event of a resurgence of COVID-19, or a widespread, prolonged actual or perceived outbreak of any contagious disease, our operations could be negatively impacted. Such events have had, and could in the future have, an effect on our operations, including a reduction in commercial construction traffic, a disruption in our supply chain, increased travel restrictions, increased restrictions on the ability of people to gather together in person, tightness in the labor market or other factors, all of which could reduce visitor traffic toward Sportech City. Additionally, such events could have a negative impact on our ability to host events at Sportech City. These or other repercussions of a public health crisis that affect the global economy could have an adverse impact on our results of operations and financial condition.

A health and safety incident relating to our operations could be costly in terms of potential liability and reputational damage.

Land development sites are inherently dangerous, and operating in this industry poses certain inherent health and safety risks. Due to health and safety regulatory requirements and the scope of Sportech City, health and safety performance is critical to the success of our business. Any failure in health and safety performance may result in penalties for non-compliance with relevant regulatory requirements, and a failure that results in a major or significant health and safety incident is likely to be costly and could expose us to liability that could be costly. Such an incident could generate significant negative publicity and have a corresponding impact on our reputation, our relationships with relevant regulatory agencies or governmental authorities, and our ability to attract customers and employees, which in turn could have a material adverse effect on our financial results and liquidity.

Delays or failures by governmental authorities to take expected actions could reduce our returns or cause us to incur losses on certain real estate development projects.

We may rely on governmental districts to issue bonds to reimburse us for qualified expenses, such as road and utility infrastructure costs. Bonds are often supported by assessments of district tax revenues, usually from ad valorem taxes. Decreasing real estate values or difficult credit markets for bond sales can reduce or delay district bond sale revenues and tax or assessment receipts, causing such districts to delay reimbursement of our qualified expenses. Failure to receive reimbursement for qualified expenses could adversely affect our cash flows and reduce our returns or cause us to incur losses on certain real estate development projects.

Development activities, such as those associated with our mixed-use development, are subject to significant risks.

Risks associated with real estate development projects such as Sportech City, relate to, among other items, adverse changes in national market conditions (which can result from political, regulatory, economic or other factors), increases in interest rates, competition for, and the financial condition of, tenants, the cyclical nature of property markets, adverse local market conditions, changes in the availability of debt financing, real estate tax rates and other operating expenses, zoning laws and other governmental rules and fiscal policies, energy prices, population trends, risks and operating problems arising out of the presence of certain construction materials, acts of God, uninsurable losses and other factors which are beyond the control of the developer and may make the underlying investments economically unattractive. Development activities also involve the risk that construction may not be completed within budget or on schedule because of cost overruns, work stoppages, shortages of building materials, the inability of contractors to perform their obligations under construction contracts, defects in plans and specifications or various other factors, including natural disasters, which may be exacerbated by climate change. Any of these risks could result in substantial unanticipated delays or expenses associated with the development of our mixed-use properties, which could have an adverse effect on our financial condition and suppress the value of our common stock.

Climate change may also have indirect effects on the mixed-use development by increasing the cost of, or making unavailable, property insurance on terms we find acceptable. To the extent that significant changes in the climate occur where our facilities are located, we may experience more frequent extreme weather events, which may result in physical damage to the development or its lessees’ facilities and may adversely affect our business, results of operations and financial condition.

Risks Related to our Training Programs

We are dependent upon the performance and popularity of the Cádiz CF men’s first team, and poor performance or decline in popularity of the team may have a material negative impact on our business and results of operations.

Our revenue streams may be driven, in part, by the performance and popularity of the Cádiz CF men’s first team, due to our relationship with Cádiz, and other strategic arrangements between Nomadar and Cádiz CF in the future. Cádiz CF currently plays in the Segunda División, La Liga being the top soccer division of the Spanish soccer system. Cádiz CF’s performance in La Liga directly affects, and a weak performance in La Liga could adversely affect, Cádiz CF’s popularity and standing in the global soccer community.

We cannot ensure that Cádiz CF’s men’s first team will be successful in the Segunda Division of La Liga or in the other leagues and tournaments in which it plays. In May 2024, Cádiz CF was relegated from the Primera División to the Segunda División of La Liga. Further relegation from the Segunda División of La Liga, failure to be promoted to the Primera División, or a general decline in the success of Cádiz CF’s men’s first team, particularly in consecutive seasons, would negatively affect Cádiz CF’s ability to attract or retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners, which would have a material adverse effect on our business, results of operations, financial condition and cash flow due to the use of the Nomadar HPT in our academies globally.

The high level of competition in the health and fitness industry could materially and adversely affect our business.

Our various proposed business segments compete with the following industry participants: health and fitness clubs; physical fitness and recreational facilities established by non-profit organizations and businesses for their employees; private studios and other boutique fitness offerings; athletic clubs; amenity and condominium/apartment clubs; country clubs; online personal training and fitness coaching; delivery of digital fitness content; the home-use fitness equipment industry; local tanning salons; businesses offering similar services; and other businesses that rely on consumer discretionary spending. We may not be able to compete effectively in the markets in which we operate. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members in our markets. Non-profit organizations in our markets may be able to obtain land and construct academies at a lower cost and collect membership dues and fees without paying taxes, thereby allowing them to charge lower prices. This competition may limit our ability to attract and retain customers and our ability to attract Nomadar HPT members, which in each case could materially and adversely affect our results of operations and financial condition.

If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.

Our success depends on our ability to anticipate and satisfy consumer preferences relating to health and fitness. Our business is and all of our services are subject to changing consumer preferences that cannot be predicted with certainty. Developments or shifts in research or public opinion on the types of health and fitness services we provide could negatively impact the business or consumers’ preferences for health and fitness services could shift rapidly to different types of health and fitness centers or at-home fitness options; and we may be unable to anticipate and respond to shifts in consumer preferences. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our business model.

Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.

We currently have planned operations in the United States and Spain, and plan to expand to additional markets in the near future. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the impact of these risks. These risks include, among others:

As a result, new operations, including planned Nomadar HPT academies, may be less successful than existing operations. Further, effectively managing growth can be challenging, particularly as we continue to expand into new international markets where we must balance the need for flexibility and a degree of autonomy for local management against the need for consistency with our mission and standards.

We, Sportech, and the owners of other facilities hosting Nomadar HPT academies could be subject to claims related to health and safety risks to academy participants that arise while at Sportech City or any other facilities hosting Nomadar HPT academies. Further, we, or Sportech, could be subject to claims related to health and safety risks to patrons attending Sportech City.

Participation of Nomadar HPT members at Sportech City, or at other facilities that host the Nomadar HPT academies, pose some potential health and safety risks through physical exertion and use of our services and facilities, including exercise and fitness equipment. Claims might be asserted against us, Sportech, or the owners of any other facilities hosting Nomadar HPT academies, for injuries or death suffered by Nomadar HPT participants.

We and/or Sportech also may not be able to maintain our general liability insurance on acceptable terms in the future or maintain a level of insurance that would provide adequate coverage against potential claims. Depending upon the outcome, these matters may have a material adverse effect on our results of operations, financial condition and cash flows.

Risks Related to our Mágico González and other Merchandise and Licensing Initiatives

We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.

As described herein, pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF. We have entered into the MG License Agreement, 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, Sportech 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. The value of the MG Rights depends upon the global recognition of Mágico González’s accomplishments on the soccer pitch. If we are not able to receive favorable terms for the licensure of the MG Rights after the initial term, or if Cádiz CF terminates the MG License Agreement, or if we fail to meet the continued listing standards of Nasdaq, we may lose the right to market the Mágico González brand, and our business and results of operations will be materially adversely affected.

Our proposed products, services and experiences face intense competition.

The sports, and specifically soccer merchandise industry, is highly competitive and fragmented both in the United States and worldwide. We plan to compete internationally with athletic and leisure apparel companies, including both private labels and large companies that have diversified lines of athletic and leisure apparel and other merchandise, some of which have more resources or broader products lines. We also plan to compete with other companies for the production capacity of third-party manufacturers that produce certain of our products. Furthermore, we believe that any future wholesale and/or retail partners will face intense competition from other department stores, sporting goods stores, retail specialty stores, and online retailers, among others, which could negatively impact the financial stability of their businesses and their ability to conduct business with us.

Brand image and recognition, product offerings and quality, marketing expenditures (including expenditures for advertising and endorsements), innovation and design, sustainability, distribution, pricing, costs of production, customer service, e-commerce platforms, digital services and experiences and social media presence are areas of intense competition. These, in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of new apparel companies and consumer preferences in the markets for apparel constitute significant risk factors in our operations. In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, and the continued proliferation of e-commerce, constitutes a risk factor implicating our operations. Some of our competitors have significant competitive advantages, including longer operating histories, larger and broader consumer bases, more established relationships with a broader set of suppliers, greater brand recognition, and greater financial, research and development, store development, marketing, distribution, and other resources than we do. If we do not adequately and timely anticipate and respond to our competition, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.

Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business.

We intend to establish relationships with professional and collegiate sports organizations, athletes, influencers and other brand ambassadors to develop, evaluate and promote our products, as well as establish product authenticity with consumers. We currently plan to market our initial run of products based on the brand of storied international soccer player, Mágico González. However, as competition in the sports and outdoor industry has increased, the costs associated with establishing and retaining such sponsorships, partnerships and other relationships also have increased. If we are unable to maintain our current associations with such organizations or our brand ambassadors or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.

Our profitability may decline or our growth may be negatively impacted as a result of increasing pressure on pricing.

Our Mágico González e-commerce industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products, the amount of excess inventory in the marketplace and changes in consumer demand. These factors may cause us to reduce our prices to retailers and consumers or engage in more promotional activity than we anticipate, which could negatively impact our margins and cause our profitability to decline if we are unable to offset price reductions with comparable reductions in our operating costs. Ongoing and sustained promotional activities could negatively impact our brand image. On the other hand, if we are unwilling to engage in promotional activity on a scale similar to that of our competitors, for instance, to protect our premium brand positioning, and unable to simultaneously offset declining promotional activity with increased sales at premium price points, our ability to achieve short-term growth targets may be negatively impacted, which could have a material adverse effect on our results of operations, financial condition and the price of our stock.

Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results.

Significant price fluctuations, including due to inflation, or shortages in raw materials can materially adversely affect our cost of goods sold. In addition, certain of our manufacturers are subject to government regulations related to wage rates, and therefore the labor costs to produce our products may fluctuate. The cost of transporting our products for distribution and sale is also subject to fluctuation due in large part to the price of oil. Generally, our products must be transported by third parties over large geographical distances and an increase in the price of oil can significantly increase costs. Manufacturing delays or unexpected transportation delays have caused and may continue to cause us to rely more heavily on airfreight to achieve timely delivery to our customers. These factors have and may continue to significantly increase our freight costs. Any of these fluctuations may increase the costs we must pay to manufacturers and distributors of products of the Mágico González brand, including clothing apparel and sports merchandise, and as a result, the cost of our products under the Mágico González brand. This may have an adverse effect on our profit margins, results of operations and financial condition.

Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.

There is a risk we may be unable to sell excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows. Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory shortages. Inventory shortages could delay shipments to customers, negatively impact retailer, distributor and consumer relationships and diminish brand loyalty. The difficulty in forecasting demand also makes it difficult to estimate our future results of operations, financial condition and cash flows from period to period. A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty in advance.

The value of our brand and sales of our products could be diminished if we are associated with negative publicity.

Our business could be adversely impacted if negative publicity regarding our brand, our Company or our business partners diminishes the appeal of our brand to consumers. For example, we do not control the conduct of our future suppliers, manufacturers and licensees of our products so there can be no assurance that they will operate their businesses in compliance with applicable laws and regulations, as well as the social and other standards and policies. Negative publicity regarding production methods, alleged practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our reputation and sales and force us to locate alternative suppliers, manufacturers or licensees. The risk that our planned business partners may not act in accordance with our expectations may be exacerbated in markets where our direct sales, supply chain or logistics operations are not as widespread. From time to time, we may also enter into collaborative arrangements with athletes, designers or other partners. Negative publicity regarding these partners could negatively impact our brand image and result in diminished loyalty to our brand, regardless of whether such claims are accurate. Furthermore, social media can potentially accelerate and increase the scope of negative publicity. This could diminish the value of our proprietary rights or harm our reputation or have a negative effect on our sales and results of operations.

If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected.

We anticipate that many of our consumers will shop with us through digital platforms. Increasingly, consumers are using mobile-based devices and applications to shop online, and to do comparison shopping, as well as to engage with merchants through digital services and experiences that are offered on mobile platforms.

Any failure on our part to provide attractive, effective, reliable, secure and user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our digital commerce business globally and have a material adverse impact on our business and results of operations. In addition, as use of our digital platforms grows, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers’ needs. If we fail to effectively scale and adapt our digital platforms to accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline.

Our failure to successfully respond to these risks might adversely affect sales in our digital commerce business, as well as damage our reputation and brands.

General Risks Related to Our Business

Our success depends substantially on the value of our brand, and any negative impact on our brand can negatively impact our business and results of operations.

Our success is dependent in large part upon our ability to maintain and enhance the value of our brand, our academy members’ connection to our brand and a positive relationship with our customers. Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Some of these incidents may relate to our policies, the way we manage our relationships with our planned business partners, our growth strategies, our development efforts or the ordinary course of our, or our planned business partners’, businesses. Other incidents that could be damaging to our brand may arise from events that are or may be beyond our ability to control, such as:

Consumer demand for our brand’s value could diminish significantly if any such incidents or other matters erode consumer confidence in us, our facilities, or our reputation as a health and fitness brand, which could materially and adversely affect our results of operations and financial condition.

If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.

A principal component of our marketing program has been to partner with high-profile marketing partners, such as Sportech, whose parent company is Cádiz CF, to help us extend the reach of our brand. As stated above, our partnership with Sportech relies upon the performance and popularity of the Cádiz CF men’s first team. Additionally, we may not be able to attract and partner with new marketing partners in the future. In addition, if the actions of our partners were to damage their reputation, our partnerships may be less attractive to our current or prospective members. Any of these failures by us or our partners could adversely affect our brand, business and revenues.

Our business and financial results could be adversely affected by weather conditions and natural disasters.

Physical risks, including weather conditions and natural disasters, such as hurricanes, tornadoes, earthquakes, volcanic activity, droughts, floods, hailstorms, heavy or prolonged precipitation, wildfires and others, can harm our business. Additionally, the physical impacts of climate change may cause these occurrences to increase in frequency, severity and duration. Any such events can temporarily delay our development work and lot sales, unfavorably affect the cost or availability of materials or labor, damage residential lots under construction, lead to changing customer preferences and/or negatively impact demand for residential lots in affected areas. The climates and geology of many of the states in which we or our business partners operate or propose to operate, including Spain, may present increased risks of adverse weather or natural disasters.

Fluctuations in exchange rates may adversely affect our results of operations.

Our functional and reporting currency is U.S. dollars, and substantially all of our costs are denominated in U.S. dollars, however, our future revenues, if any, in Europe will be generated in Euros, and revenues from other jurisdictions may be generated in local currency denominations. We therefore have Euro foreign exchange exposure. We may, now or in the future, enter into foreign exchange contracts to hedge a portion of this transactional exposure. Our results of operations have in the past and will in the future fluctuate due to movements in exchange rates. 

We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful.

From time to time, we may explore opportunities to purchase or invest in other businesses, venues or assets that we believe will complement, enhance or expand our current business or that might otherwise offer us growth opportunities, including opportunities that may differ from the Company’s current business. Any transactions that we are able to identify and complete may involve risks, including the commitment of significant capital, the incurrence of indebtedness, the payment of advances, the diversion of management’s attention and resources from our existing business to develop and integrate the acquired or combined business, the inability to successfully integrate such business or assets into our operations, litigation or other claims in connection with acquisitions or against companies we invest in or acquire, our lack of control over certain companies, including joint ventures and other minority investments, the risk of not achieving the intended results and the exposure to losses if the underlying transactions or ventures are not successful. In the future, we may have significant investments in businesses that we account for under the equity method of accounting. Certain of these investments may generate operating losses certain may require additional investments from us in the form of equity or loans. There can be no assurance that any such investments will become profitable individually or in the aggregate or that they will not require material additional funding from us in the future.

We have limited capital resources and will be reliant on our key employees. The loss of any of our key employees or our failure to onboard additional resources will have a material adverse impact on our business and results of operations.

Our executive officers are currently based in Texas, Florida and Spain, and we intend to maintain significant operations in Spain. As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through what we refer to as the Nomadar Spanish Branch, formally named Nomadar Corp. Sucursal en España. The Nomadar Spanish Branch is not a subsidiary of the Company. Following the listing of the Company’s common stock, the Company intends to initially hire between four and six employees to be based in Spain, and an additional two to four employees to be based in the United States. The employees based in Spain would then focus on the advancement of Sportech City, and the business and operations of the Nomadar HPT in Europe and Asia, and the employees based in the United States would focus on the advancement of the Nomadar HPT in the Americas, and the advancement of the Mágico González brand globally. Finally, the development of Sportech City will be extremely capital intensive, and require greater human capital than we currently possess. We will need to onboard additional personnel to operate our business lines as planned. However, there is no guarantee we will be able to onboard the necessary personnel in Spain or the United States, or retain such personnel at favorable terms or at all. There is also no guarantee that we will be able to retain our executive officers or key employees. The loss of any of our executive officers or key employees, or the failure to onboard or retain human capital resources in Spain or the United States, would prevent us from being able to pursue our planned business operations, including but not limited to the construction of Sportech City, and would have a material adverse effect on our business and results of operations.

Risks Related to Our Intellectual Property, Cybersecurity, and Data Privacy

Our intellectual property rights, including trademarks, trade names, and know-how, may be infringed, misappropriated or challenged by others.

Our intellectual property (including our name), and our business partners’ intellectual property, is important to our continued success. We seek to protect our trademarks, trade names, know-how and other intellectual property by exercising our rights under applicable state, provincial, federal and international laws. Policing unauthorized use and other violations of our intellectual property rights is difficult, and the steps we take may not prevent misappropriation, infringement, dilution or other violations of our intellectual property, especially internationally where foreign nations may not have laws to protect against “squatting,” or in “first-to-file” nations where trademark rights can be obtained despite a third-party’s prior use of our intellectual property. If we were to fail to successfully protect our intellectual property rights for any reason, or if any third-party misappropriates, dilutes, infringes or violates our intellectual property, the value of our brand may be harmed, which could have an adverse effect on our business, results of operations and financial condition.

We may also from time to time be required to initiate litigation to enforce our, or our business partners’, intellectual property rights. Third parties may also assert that we, or our business partners, have infringed, diluted, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us or our business partners. Litigation, even where we are likely to prevail, is inherently uncertain and could divert the attention of management, result in substantial costs and diversion of resources and negatively affect our planned business lines and profitability regardless of whether we are able to successfully enforce or defend our, or our business partners’ rights. Despite our efforts to enforce and defend our, and our business partners’, intellectual property rights, title defects can arise from conduct of third parties that we cannot anticipate or control, or our exclusive ownership and control over our intellectual property (or our business partners’ ownership and control over their intellectual property), especially our, or our business partners’, rights in trademarks and trade secrets, could be diminished or impaired. For example, under U.S. law a third-party’s prior use of a trademark similar to a Nomadar trademark, or a trademark licensed to Nomadar, could impair our rights in such trademarks, which, despite reasonable research and efforts, we may not have been able to discover or anticipate. In addition, our, or our business partners’, trade secrets and confidential information could be compromised through misappropriation or unauthorized disclosure, including through a cyber incident, and, despite our, or our business partners’, reasonable efforts to protect our, or our business partners’ confidential information and trade secrets, and to maintain the proprietary status thereof, the information could be disclosed or a court could rule that legal protections provided to trade secrets are no longer enforceable, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.

The protection of our future client, customer, employee, and other company data is critical to us. We will collect, store, transmit, and use personal information relating to, among others, clients, Nomadar HPT academy students, employees, consumers, and event participants. We will also collect certain data through our marketing ventures and other means, which may include a range of talent and production information and data provided to us by our, or our business partners’ clients. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential client and customer information. Our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, payment card terminal tampering, computer viruses, misplaced, lost or stolen data, programming or human errors, or other similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of client or customer information, whether by us or our third-party service providers, could damage our, or our business partners’ reputation, result in the loss of clients and customers, expose us, or our business partners to risk of litigation and liability or regulatory investigations or actions, disrupt our operations, and harm our business. In addition, as a result of recent security breaches, the media and public scrutiny of information security and privacy has become more intense. As a result, we may incur significant costs to change our business practices or modify our service offerings in connection with the protection of personally identifiable information.

Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.

There has been a substantial increase in the use and popularity of email, social media and other consumer-oriented technologies, including vlogs, blogs, chat platforms, social media websites and applications, and other forms of internet-based communication, which has increased the speed and accessibility of information dissemination and broadened the pool of consumers and other interested persons. Negative or false commentary about us may be posted on social media platforms or similar devices at any time and may harm our business, brand, reputation, marketing partners, financial condition, and results of operations, regardless of the information’s accuracy. Consumers value readily available information and often act on such information without further investigation and without regard to its accuracy. The harm may be immediate without affording us an opportunity for redress or correction. In addition, social media platforms provide users with access to such a broad audience that collective action against Nomadar HPT academies, such as boycotts, can be more easily organized. If such actions were organized, we and Sportech could suffer reputational damage as well as physical damage to Sportech’s, and our other business partners’ facilities. Social media and other platforms may in the future be used to attack us, Sportech and our other business partners, our, Sportech’s and our other business partners’, information security systems and our, Sportech’s and our other business partners’, reputation, including through use of spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial of service attacks, password attacks, “Man in the Middle” attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. We are in the process of developing a cyber security policy in an attempt to prevent and respond to these attacks. Nonetheless, these types of attacks are pervasive inside and outside of the industry and could lead to the improper disclosure of proprietary information, negative comments about our brand, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information, which could lead to a decline in the value of our brand, which could have a material adverse effect on our business.

The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our, and our business partners’ businesses by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could subject us to loss and harm our brand and our business, as well as the brand and businesses of our business partners.

We may in the future be subject to cyber incidents or other adverse events that threaten the confidentiality, integrity or availability of information resources, including intentional attacks or unintentional events where parties gain unauthorized access to systems to disrupt operations, corrupt data or steal confidential, personal or other information about customers, vendors and employees. Such attacks have become more common, and many companies have recently experienced serious cyber incidents and breaches of their information technology systems. As our, and our business partners’ reliance on technology increases, so have the risks posed to our, and our business partners’ systems, both internal and those that are outsourced. We and our business partners could also be subject to negative impacts on our businesses caused by cyber incidents relating to third-party vendors. The three primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to the relationship with members and private data exposure, which each in turn could create additional risks and exposure. However, these measures do not guarantee that our reputation and financial results will not be adversely affected by such an incident.

Because we accept electronic forms of payment from our respective customers, our business requires the collection and retention of customer data, including credit and debit card numbers and other personally identifiable information in various information systems that we maintain and in those maintained by third parties with whom we contract to provide credit card processing. We also maintain important internal company data, such as personally identifiable information about our employees and information relating to our operations. Our use of personally identifiable information is regulated by federal, state, and foreign laws, as well as by certain third-party agreements. As privacy and information security laws and regulations and contractual obligations with third parties evolve, we may incur additional costs to ensure that we remain in compliance with those laws and regulations and contractual obligations. If our security and information systems are compromised or if we, our employees fail to comply with these laws, regulations, or contract terms, and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation and could disrupt our operations and result in costly litigation, judgments, or penalties arising from violations of federal and state laws and payment card industry regulations.

Under certain laws, regulations and contractual obligations, a cyber incident could also require us to notify customers, employees or other groups of the incident or could result in adverse publicity, loss of sales and profits or an increase in fees payable to third parties. We could also incur penalties or remediation and other costs that could adversely affect the operation of our business and results of operations, which in turn may materially and adversely affect our results of operations and financial condition.

Risks Related to Our Dependence on Third Parties

Our business depends in part on relationships with certain third parties.

We are dependent on third-party suppliers for certain merchandise, equipment and other goods. Any interruption in our ability to obtain such required goods from third parties or deterioration in their performance could negatively impact these portions of our operations. Furthermore, if our arrangements with any of these third parties are terminated or modified against our interest, we may not be able to find alternative solutions for these portions of our business on a timely basis or on terms favorable to us or at all.

In the future, we may enter into licensing arrangements permitting third parties to use our brand and trademarks. Although we plan to take steps to carefully select our licensing partners, such arrangements may not be successful. Our licensing partners may fail to fulfill their obligations under their license agreements or have interests that differ from or conflict with our own. The inability of such sponsors and commercial partners to meet our quality standards could negatively affect consumer confidence in the quality and value of our brand, which could result in lower product sales. Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and cash flow.

Risks Related to Our Industry

There could be a decline in our popularity or the popularity of soccer.

There can be no assurance that soccer will retain its popularity as a sport around the world and its status in Spain as the so-called “national game,” together with the associated levels of media coverage. Further, there can be no assurance that soccer will reach the same level of popularity in the United States as the sport currently has in countries such as the United Kingdom and Spain. In addition, Cádiz CF could suffer a decline in popularity. Any decline in popularity could result in lower ticket sales, broadcasting revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our securities, including our common stock. Any one of these events or a combination of such events could have a material adverse effect on our business, results of operations, financial condition and cash flow.

Serious injuries to or losses of Cádiz CF playing staff may affect the team’s performance, and therefore our results of operations and financial condition.

As described elsewhere herein, we believe the popularity of our business is highly dependent upon the success of and popularity of Cádiz CF. Injuries to members of the Cádiz CF playing staff, particularly if career-threatening or career-ending, could have a detrimental effect on the overall success to Cádiz CF and our business. Such injuries could have a negative effect upon Cádiz CF’s performance and may also result in a loss of the income that would otherwise have resulted from a transfer of that player’s registration. In addition, depending on the circumstances, Cádiz CF’s strategy is to maintain a squad of players sufficient to mitigate the risk of player injuries. However, this strategy may not be sufficient to mitigate all financial losses in the event of an injury, and as a result such injury may affect business, results of operations financial condition and cash flow.

We expect our business to be substantially dependent on the popularity and/or competitive success of Cádiz CF, which cannot be assured.

We expect that our financial results will depend in large part on, Cádiz CF remaining popular with its fan bases, and, in varying degrees, on the teams achieving on-field success, which can generate fan enthusiasm, resulting in sustained ticket, premium seating, suite, sponsorship, food and beverage and merchandise sales during the season. Furthermore, success in the regular season may qualify Cádiz CF for participation in post-season playoffs, which provides additional revenue by increasing the number of games played by Cádiz CF and, more importantly, by generating increased excitement and interest in Cádiz CF, which can help drive a number of our revenue streams, including by improving attendance at Cádiz CF games and sponsorships, in subsequent seasons. There can be no assurance that Cádiz CF will maintain continued popularity or compete in post-season play in the future.

Our business could be adversely affected by terrorist activity or the threat of terrorist activity and other developments that discourage congregation at prominent places of public assembly.

The success of our business is dependent upon the willingness and ability of patrons to attend events hosted at Sportech City. Once constructed, Sportech City, like all prominent places of public assembly, could be the target of terrorist activities, including acts of domestic terrorism or other actions that discourage attendance. Any such activity or threatened activity at or near Sportech City, or other similar venues in other locations could result in reduced attendance at Cádiz CF games and other events held at Sportech City and, more generally, have a material negative effect on our business and results of operations. Similarly, a major epidemic or pandemic, or the threat of such an event, has in the past materially affected, and could in the future materially adversely affect attendance at Sportech City, Cádiz CF games, and Sportech City attendance for other events or, depending on its severity, halt Cádiz CF’s and Sportech City’s or our operations entirely. Moreover, the costs of protecting against such incidents could reduce the profitability of our operations. In addition, such events or the threat of such events may harm our or our affiliates’ ability to obtain or renew insurance coverage on favorable terms or at all.

We will be subject to governmental regulation, which can change, and any failure to comply with these regulations may have a material negative effect on our proposed business lines and results of operations.

We will be subject to governmental regulations affecting our business. These include, but are not limited to, data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission, storage, processing and use of personal information or personal data, which among other things, impose certain requirements relating to the privacy and security of personal information. The variety of laws and regulations governing data privacy and protection, and the use of the internet as a commercial medium are rapidly evolving, extensive, and complex, and may include provisions and obligations that are inconsistent with one another or uncertain in their scope or application.

The data protection landscape is rapidly evolving in the United States. As our operations and business grow, we may become subject to or affected by new or additional data protection laws and regulations and face increased scrutiny or attention from regulatory authorities. Further, there are several legislative proposals in the United States, at both the federal and state level, that could impose new privacy and security obligations. We cannot yet determine the impact that these future laws and regulations may have on our business.

In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive.

Our proposed business may in the future be subject to a variety of other laws and regulations, including working conditions, labor, immigration and employment laws; and health, safety and sanitation requirements. We are unable to predict the outcome or effects of any potential legislative or regulatory proposals on our businesses. Any changes to the legal and regulatory framework applicable to our businesses could have an adverse impact on our business and results of operations.

Our failure to comply with applicable governmental laws and regulations, or to maintain necessary permits or licenses, could result in liability that could have a material negative effect on our business and results of operations.

Our proposed international expansion and operations in foreign markets is speculative and will expose us to risks associated with international sales and operations.

While we currently have a lack of business operations, we intend to continue to expand different lines of business internationally and operate in select foreign markets. Managing a global organization is difficult, time consuming and expensive. Our inexperience in operating our Company’s proposed businesses globally increases the risk that any future international expansion efforts that we may undertake will not be successful and such expansion is speculative at this time. In addition, conducting international operations subjects us to risks such as the lack of familiarity with and unexpected changes in foreign regulatory requirements; difficulties in managing and staffing international operations; fluctuations in foreign exchange rates; potentially adverse tax consequences, including foreign value added tax systems, and restrictions on repatriation of earnings; the burdens of complying with a wide variety of foreign laws and legal standards; increased financial accounting and reporting burdens and complexities; the lack of strong intellectual property regimes and political, social and economic instability abroad. Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

In many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and similar laws. Our efforts undertaken to comply with respect to these laws may not prevent our employees, contractors and agents, as well as those companies to which we outsource certain of our business operations from taking actions in violation of such policies and procedures. Any such violation, even if prohibited by our policies and procedures or the law, could have a material adverse effect on our reputation, results of operations, financial condition and the price of our common stock.

Fans attending professional soccer games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses.

Personal injuries and accidents involving fans attending professional soccer games have occurred, and may in the future occur, which could subject Cádiz CF to claims and liabilities for personal injuries which could increase expenses. While Cádiz CF maintains insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect Cádiz CF from material financial loss for personal injuries sustained by persons at its stadium, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

Moreover, personal injuries and accidents involving patrons attending Sportech City, may in the future occur, which could subject us to claims and liabilities for personal injuries which could increase expenses. While we maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect Sportech City from material financial loss for personal injuries sustained by persons at Sportech City, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

Our commercial partners may be unable to recruit, train and/or retain qualified coaches, teachers, mentors, and other skilled professionals for the Nomadar HPT.

Effective coaches, teachers and mentors are critical to maintaining the quality of the Nomadar HPT soccer training system and curriculum and assisting student players with their abilities. The educational content and trainings the Nomadar HPT provides are a combination of content developed in-house, by teachers, coaches and mentors. Teachers, coaches and mentors must have strong interpersonal communications skills to be able to effectively instruct students players.

There is a limited pool of qualified individuals with the attributes required to teach and train the Nomadar HPT target student players. We must provide continuous training to teachers, coaches and mentors so that they can stay abreast of changes in student demands, standards and other key trends necessary to teach and train effectively. We may not be able to recruit, train and retain enough qualified teachers, coaches and mentors to keep pace with the growth of the Nomadar HPT while maintaining consistent teaching quality.

Shortages of qualified teachers, coaches or mentors, or decreases in the quality of the Nomadar HPT instruction or the amount and quality of educational content the Nomadar HPT can produce and offer as a result, whether actual or perceived, would have an adverse effect on our business.

The success of the Nomadar HPT also depends in large part on our senior management and key personnel as well as in general upon highly trained finance, technical, recruiting and marketing professionals in order to operate the Nomadar HPT, increase revenues from our existing products and services and to launch new product offerings. If any of these employees leave us or the Nomadar HPT and we fail to effectively manage a transition to new personnel, or if there is a shortage in the number of people with the requisite skills or we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, including the Nomadar HPT, financial conditions and results of operations could be adversely affected.

We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.

We have entered into the HPT License Agreement, 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. If we are not able to receive favorable terms for the licensure of the HPT Rights after the initial term, or if Cádiz CF terminates the HPT License Agreement, or if we fail to meet the continued listing standards of Nasdaq, we may lose the right to market the Nomadar HPT, and our business and results of operations will be materially adversely affected. Finally, to the extent that Cadiz CF controls the Company, it can decide to amend the HPT License Agreement on terms unfavorable to the Company, which could have a material adverse effect on our business and results of operations.

Failure to attract and retain students to enroll in programs which utilize the Nomadar HPT, or failure to onboard partner organizations to utilize the Nomadar HPT, may have a material adverse impact on our business and prospects.

The success of our business depends in part on the number of enrollments in organizations which will utilize the Nomadar HPT, and the amount we charge for use of the Nomadar HPT. As a result, our ability to attract students to enroll in the organizations which utilize the Nomadar HPT, and attract commercial partners to utilize the Nomadar HPT, are each critical to the continued success and growth of our business. This, in turn, will depend on several factors, including, among others, our ability to develop the Nomadar HPT new training programs and enhance existing training programs to respond to the changes in market trends and student demands, to maintain our consistent and high teaching quality, to market our programs successfully to a broader prospective student base, and to develop additional high-quality training content.

If the Nomadar HPT students or their parents perceive that the Nomadar HPT’s education and training program quality deteriorated due to unsatisfying learning experiences, which may be subject to a number of subjective judgments that we have limited influence over, our overall market reputation may diminish, which in turn may affect our word-of-mouth referrals and ultimately the Nomadar HPT student enrollment. In addition, the expansion of the Nomadar HPT offering of trainings, courses and services may not succeed due to competition, our failure to effectively market the Nomadar HPT courses, trainings and services (whether due to defects in our marketing tools and/or failure to adjust our strategy in order to meet the needs of current and potential students), maintain the quality of the Nomadar HPT courses, trainings and services, or other factors. We may be unable to develop and offer additional content on commercially reasonable terms and in a timely manner, or at all, to keep pace with changes in market trends and student demands. If we are unable to control the rate of student attrition, which can be affected by various factors outside our control such as students’ personal circumstances and local socioeconomic factors, the Nomadar HPT overall enrollment levels are likely to decline or if we are unable to charge enrollment fees that are both competitive and cover our rising expenses, our business, financial condition, cash flows and results of operations may be materially adversely affected.

We may be unable to manage and adapt to changes in technology, and this could have a material adverse effect on our business and results of operations.

We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures. There can be no assurance that we will be able to respond successfully to technological change.

The actions of La Liga may have a material negative effect on our business and results of operations.

The governing bodies of La Liga have imposed, and may impose in the future, various rules, regulations, guidelines, bulletins, directives, policies and agreements (collectively, “League Rules”), which could have a material negative effect on our business and results of operations. Changes to League Rules, or the adoption of new League Rules, could have a material negative effect on our business and results of operations. If new League Rules pass that limit our ability to operate our business as we have planned or otherwise affect the payments made to us, we may be unable to achieve our goals and strategies or increase our revenue.

Risks Related to This Direct Listing and Ownership of Our Common Stock

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of common stock. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any common stock that you may purchase.

Our common stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile.

We expect our common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our common stock may not develop or be sustained after the listing, which could depress the market price of shares of our common stock and could affect the ability of our stockholders to sell our common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by selling shares of our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our common stock as consideration.

In addition, we cannot predict the prices at which our common stock may trade on Nasdaq following the listing of our common stock, and the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of shares of our common stock on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock.

The public price of our common stock following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our common stock on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.

We currently expect our common stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock and there has not been a sustained history of trading in our common stock in “over-the-counter” markets. While our common stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, common stock on Nasdaq. As described herein, certain shares of our common stock outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of common stock, resulting in an oversupply of our common stock on Nasdaq. In the case of a lack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our common stock, the market for our common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our common stock. In the case of a lack of market demand for our common stock, the trading price of our common stock could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.

The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of the common stock to decline and would result in the dilution of your holdings.

The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of our common stock to decline. Sportech, our directors and officers and certain of their affiliates, have entered into lock-up agreements. These lock-up agreements provide that, subject to certain exceptions, no Restricted Stockholder may sell, transfer or dispose of, directly or indirectly, any of the common stock or securities convertible into or exercisable or exchangeable for our common stock for a period of 365 days following the date our common stock is listed for trading. A percentage of the shares held by each Restricted Stockholder will become unrestricted 180, 210, and 270 days following the date our common stock is listed, provided certain trading price and trading volume thresholds are met. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, the shares of common stock held by the Restricted Stockholders may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common stock. For more information, see the section titled “Shares Eligible for Future Sale” herein.

We will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules upon the Direct Listing because our insiders will beneficially own more than 50% of the voting power of our outstanding voting securities, and based on such status we can rely on exemptions from certain corporate governance requirements that could adversely affect holders of the Company’s common stock.

Upon completion of this Direct Listing, Sportech will collectively beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our common stock, due to a combination of their ownership of shares of Class A common stock, and 2,500,000 shares of our Class B common stock. As such, we will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Although we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. In the event that we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors, and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our shares of common stock to be less attractive to certain investors or otherwise harm our trading price. For example, our majority stockholder, Sportech, may be able to control the outcome of certain proposals requiring stockholder approval that are brought to a vote for stockholders, including, but not limited to, (i) election of directors; (ii) amendments to the Company’s organizational documents; (iii) adoption of stock option plans and employee benefits plans involving directors and officers; (iv) mergers, acquisitions, or other reorganizations, recapitalizations, or changes in stockholders’ rights or certain other strategic or material transactions that require stockholder approval; (v) sales, leases, exchanges, or other dispositions of all or substantially all of the Company’s assets; and (vi) dissolution of the Company. As a result, you would not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

The holder of our shares of Class B common stock has additional rights and privileges which allow the holders to exert additional control over the Company.

We have 2,500,000 shares of Class B common stock issued and outstanding. As described elsewhere herein, each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sportech. This represents voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. Following the completion of our direct listing, the holder of our Class B common stock will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest. As such, holders of our common stock will not be afforded the same protection if such shares of Class B common stock were not issued and outstanding.

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management or executive officers and the experts named in this prospectus.

Certain members of our senior management, executive officers, and board of directors named in this prospectus are non-residents of the United States, and a substantial portion of the assets of such persons are located outside the United States. As a result, it may be impracticable to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securities laws of the United States. Even if you are successful in bringing such an action, there is doubt as to whether Spanish courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Spain or elsewhere outside the United States. An award for monetary damages under U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Spain will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and Spain do not currently have a treaty or statute providing for recognition and enforcement of the judgments of the other country (other than arbitration awards) in civil and commercial matters.

As a result, our U.S. public shareholders may have more difficulty in protecting their interests through actions against us, our management or our directors than would shareholders of a corporation incorporated in a jurisdiction in the United States.

You may be diluted by future issuances of preferred stock or additional common stock in connection with the SEPA, our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

Our amended and restated certificate of incorporation authorizes us to issue shares of common stock and options, rights, warrants and appreciation rights relating to our common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. We could issue a significant number of shares of common stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market price for the shares of our common stock. In addition, we may initially issue up to 3,000,000 shares of Class A common stock pursuant to the 2025 Plan (as defined below), plus additional shares of Class A common stock equal to 5% of our issued and outstanding Class A common stock on an annual basis, pursuant to an “evergreen” provision set forth in the 2025 Plan. See the section entitled “Executive and Director Compensation—Equity Incentive Plans.”

The Registration Rights Agreement entered with Yorkville in connection with the SEPA provides that, no later than 21 days following the effectiveness of the Direct Listing, we will file a registration statement to register a number of shares of common stock having an aggregate value of up to $30 million. The number of shares of common stock issuable under the SEPA is not known at this time, and the number of shares we register under such registration statement will be based, in part, on the value of our common stock at the time the subsequent registration statement is filed. For example, assuming all shares issued under the SEPA are sold at a price of $20 per share, this would represent the issuance of up to 1,500,000 shares of common stock. However, assuming all shares issued under the SEPA are sold at a price of $5 per share, this would represent the issuance of up to 6,000,000 shares of common stock. The number of shares issuable in connection with the SEPA is not knowable at this time, and will depend, in part, on the trading price of our Class A common stock. See “Standby Equity Purchase Agreement” for more information.

In addition, the future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our common stock, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote, even if the action were approved by the holders of our shares of our common stock.

The future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price, causing economic dilution to the holders of common stock.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt securities or credit facility. As a result, capital appreciation, if any, of the common stock you purchase following this Direct Listing will be your sole source of gain for the foreseeable future.

We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) December 31, 2030, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

It is possible that some investors will find our common stock less attractive as a result of the foregoing, which may result in a less active trading market for our common stock and higher volatility in our stock price.

Our management and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

As of June 27, 2025, our executive officers and directors, together with our five percent or greater stockholders and their respective affiliates, beneficially own, in the aggregate, approximately 94.82% of the voting power of the Company. To the extent that the same group continues to own a significant percentage of our common stock following this Direct Listing, these stockholders, if they act together, will be able to control the management and affairs of our company and most matters requiring stockholder approval, including the election of directors, amendments of our organizational documents and approval of any merger, sale of substantially all our assets or other significant corporate transactions. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you or other stockholders may feel are in your or their best interest as one of our stockholders.

Provisions of our amended and restated certificate of incorporation and bylaws, in each case, may delay or prevent a take-over that may not be in the best interests of our stockholders.

Provisions of our amended and restated certificate of incorporation and bylaws, in each case, may be deemed to have anti-takeover effects, which include, among others, (i) the existence of our Class B common stock, which is entitled to 20 votes per share, as more particularly described elsewhere in this prospectus, (ii) who can fill vacancies of our board of directors, (iii) supermajority voting thresholds for the removal of members of our board, and (iv) when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

In addition, our amended and restated certificate of incorporation authorizes the issuance of shares of preferred stock which will have such rights and preferences determined from time to time by our board of directors. Our board of directors may, without stockholder approval (except as may be required under Nasdaq rules), issue additional preferred shares with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. Further, our amended and restated certificate of incorporation authorizes the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan (also known as a “poison pill”).

Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action arising pursuant to any provision of the General Corporation Law of the State of Delaware, or the DGCL, our certificate of incorporation or our bylaws or (d) any action asserting a claim governed by the internal affairs doctrine and (ii) to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our common stock will be deemed to have had notice of and consented to the forum selection clause in our amended and restated certificate of incorporation described in this paragraph.

The foregoing provision would not preclude stockholders that assert claims under the Exchange Act, from bringing such claims in federal court, to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

We believe our choice of forum provision may benefit us by providing increased consistency in the application of Delaware law by chancellors and judges particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, our choice of forum provision may impose additional litigation costs on stockholders in pursuing claims and may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims. In addition, while the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the choice of forum provision, and there can be no assurance that such provision will be enforced by a court in those other jurisdictions. If a court were to find the choice of forum provision in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.

Securities research analysts may establish and publish their own periodic projections for our Company. These projections may vary widely and may not accurately predict the results we actually achieve. The price of our common stock may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our stock price or trading volume could decline.

The obligations associated with being a public company require significant resources and management attention.

As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur as a private company. We are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the listing requirements of the Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increases demand on our systems and resources. The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting and requires our independent registered public accounting firm to attest to the effectiveness of such internal control. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may decline to attest to our management’s assessment or may issue a report that is qualified if it is not satisfied with our internal controls or the level at which such controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to generate revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price. The material weaknesses in our internal controls over financial reporting relating to our entity level and financial close and reporting control environments identified in accordance with Section 404 could have a material adverse effect on our business, financial condition, and results of operations if they are not remediated.

Furthermore, the demands of being a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to continue to meet our reporting obligations as a public company. However, the measures we have taken, and will continue to take, may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

We may not be able to maintain a listing of our Common Stock on Nasdaq.

If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we fail to meet any of Nasdaq’s continued listing standards or we violate Nasdaq listing requirements, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock may result in a determination that the common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment. In addition, if our common stock is no longer traded on Nasdaq, or another U.S. national securities exchange, Cádiz CF would be entitled to terminate the MG License Agreement and the HPT License Agreement. For more information, see the risk factors titled “We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future” and “We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, those described in the “Risk Factors” section of this prospectus.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein until after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus is generally reliable, such information is inherently uncertain and imprecise. Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates.

The source of certain statistical data, estimates, and forecasts contained in this prospectus are independent industry publications or reports, as noted throughout the registration statement of which this prospectus forms a part.

The content of the above sources, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein.

TRADEMARKS, SERVICE MARKS AND TRADENAMES

We own, otherwise have rights, or have applied for trademarks, including those mentioned in this prospectus, used in conjunction with the operation of our business. This prospectus includes our own trademarks, which are protected under applicable intellectual property laws, as well as trademarks, service marks and tradenames of other entities, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks and tradenames. We do not intend our use or display of other entities’ trademarks, service marks or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

USE OF PROCEEDS

The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent any Registered Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock. See “Principal and Registered Stockholders.”

DIVIDEND POLICY

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the development, commercialization and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors. Any such determination will also depend upon our business prospects, operating results, financial condition, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt securities or credit facility. Additionally, our plan to borrow funds will likely involve entering to loan covenants restricting the payment of dividends.

CAPITALIZATION

The following table sets forth our cash and capitalization as of March 31, 2025.

This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes appearing elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Company Overview and Recent Developments

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

Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.

Reverse Stock Split

On November 27, 2024, the Company’s board of directors and a majority of our stockholders approved the Amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the outstanding shares of the Company’s Class A common stock and Class B common stock, each at a ratio of one-for-two (1-for-2). The Amendment became effective on the same date, upon filing of the Amendment with the Secretary of State of the State of Delaware. As a result of the Reverse Stock Split, every two (2) shares of the Company’s issued and outstanding Class A common stock, and every two (2) shares of the Company’s issued and outstanding Class B common stock, automatically and without any action of the Company or any holder thereof, were combined into one (1) validly issued and non-assessable share of Class A common stock or Class B common stock, as applicable, resulting in 11,581,218 post Reverse Stock Split shares of Class A common stock and 2,500,000 post Reverse Stock Split shares of Class B common stock. No fractional shares were issued to any stockholder of the Company, and in lieu of issuing any such fractional shares, any fractional shares resulting from the Reverse Stock Split if applicable, were be rounded up to the nearest whole share of common stock. The shares of common stock as adjusted for the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the common stock nor did it change the authorized shares of preferred stock or the relative voting power of holders of the outstanding common stock. All share and per share amounts have been retroactively adjusted for the Reverse Stock Split.

Standby Equity Purchase Agreement

On May 20, 2025, the Company entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which the Company has the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of its shares of common stock, par value $0.000001, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of Common Stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated, to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

The shares of Common Stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 95% of the lowest daily volume weighted exercise price (“VWAP”) of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice.

In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $3 million (each a “Pre-Paid Advance,” and together, the “Pre-Paid Advances”), which will be paid in three tranches. The first Pre-Paid Advance was disbursed on May 22, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, the second Pre-Paid Advance will be disbursed within two days of the filing of Amendment No. 1 to this Form S-1 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance will be in a principal amount of $2 million and advanced on the later of the second trading day following: (i) the effectiveness of this Registration Statement and (ii) the effectiveness of the Direct Listing.

The purchase price for the Pre-Paid Advance is 92.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the Convertible Note issued in connection with each Pre-Paid Advance will be May 20, 2026. Yorkville may convert the Convertible Notes into shares of the Company’s common stock at any time at a fixed conversion price equal to $8.00, subject to the terms of the Convertible Notes.

Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), the Company shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, the Company shall pay the principal amount of $750,000 plus accrued and unpaid interest on each remaining Installment Date (such amount due on each Installment Date, the “Installment Amount”); provided however, that an additional payment premium will be assessed if an amortization event occurs. At any time or times on or after any Installment Date, the Investor shall be entitled to convert any portion of any due and unpaid Installment Amount outstanding under a Convertible Note until such amount has been paid into shares at a price per share equal to 95% of the lowest daily VWAP during the 10 consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price” and collectively with the Fixed Price, the “Conversion Price”), but which Variable Price shall not be lower than the $1.60 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable. In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company.

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.

Under the applicable Nasdaq rules, in no event may the Company issue to Yorkville under the Purchase Agreement more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, the Company may not issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of common stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The Company will control the timing and amount of any sales of shares of common stock to Yorkville, except with respect to Yorkville Advances. Actual sales of shares of common stock to Yorkville as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

The SEPA will automatically terminate on the earliest to occur of (i) the 36-month anniversary of the date of the SEPA, provided that if any Convertible Notes are then outstanding, such termination shall be delayed until the date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which Yorkville shall have made payment of advances pursuant to the SEPA equal to the Commitment Amount. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Yorkville, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible Notes. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent. Neither the Company nor Yorkville may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Yorkville other than by an instrument in writing signed by both parties.

As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Yorkville, (i) a due diligence fee in the amount of $25,000 and (ii) a commitment fee equal to 37,500 shares of common stock, issued upon the execution of the SEPA.

In connection with the SEPA, on May 20, 2025 the Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to register all of the shares of common stock issuable upon conversion of the Convertible Notes and all of the shares of common stock issuable under the SEPA pursuant to an Advance. The Company is registering under this prospectus 937,500 shares of common stock issuable to Yorkville, which represents (i) 37,500 shares issued to Yorkville as commitment shares, at a stated value of $8.00 per share, and (ii) 900,000 shares issuable upon conversion of the Convertible Notes. Following the Direct Listing, the Company will use its best efforts to file one or more registration statements to register any additional shares of common stock issued to Yorkville pursuant to the Convertible Notes and the SEPA.

Reduction to Authorized Shares

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.

Multi-Purpose Event Center

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain. Once complete, the facility is planned to span over approximately 110,000 m², and feature a venue, which can host concerts and sporting events, with seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.

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

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

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

Construction is scheduled to begin in 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”

High Performance Training Program

Since 2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada, and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting Nomadar the exclusive HPT Rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. We intend to leverage the Nomadar HPT by offering the Nomadar HPT training methodology through our partner organizations to online subscribers. Online subscribers may gain access to a full suite of professional-level training and diet regimens, among other benefits. Since the commencement of the High Performance Training Program in 2022, approximately 700 athletes have historically enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of the program have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach of the Nomadar HPT to encompass territories outside of Spain and around the world.

The HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled were considered enrolled with Cádiz CF.

During the fourth quarter of 2024, Cádiz CF assigned its contractual position in one of the HPT agreements to the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company handled all aspects of the stay, including physical preparation, extracurricular activities, logistics, and coordination with both Wakatake Academy and Cádiz CF, and the planning and management of daily schedules.

As of 2025, the Nomadar HPT program has expanded to include new clients, all participating in person. No remote or online training sessions have been conducted. The training facilities remain based in Cádiz, Spain.

As of the date hereof, approximately 20 players are enrolled in the long-term training modality, with an additional ten players having participated in short-term programs.

Revenues generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.

Stadium Events

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 Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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 Mirandilla 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 (10) 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.

Mágico González Brand

As described herein, pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF.

In August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by soccer fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.

The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.

Relationship Between the Company, Sportech, and Cádiz CF

Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be a “controlled company” within the meaning of the listing rules of Nasdaq. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.

As described here and elsewhere in this prospectus, the Company, Cádiz CF and Sportech will maintain various business relationships following the Direct Listing. For example:

As a result, we will continue to materially rely on the support of Sportech for additional capital in the near future, and we will have ongoing business and commercial relations with Sportech and Cádiz CF pursuant to the license arrangements.

For further information on the related party arrangements, refer to “Note 4. Related Party Transactions” of the accompanying financial statements as of and year ended December 31, 2024 included elsewhere in this report.

Results of Operations and Known Trends or Future Events

Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein. We expect to generate non-operating income in the form of interest income on cash and cash equivalents after this listing. After this listing, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this listing.

For the three months ended March 31, 2025, we had a net loss of $291,319. The primary driver of the net loss was professional fees of $253,997 related to Form S-1 filing requirements and legal, accounting and auditing services performed in preparation for the Proposed Direct Listing. We also earned revenue of $186,937 and incurred costs of sales of $176,388, general and administrative expenses of $45,459, and interest expense relating to the stockholder loan of $5,048.

For the three months ended March 31, 2024, we had a net loss of $109,508. This resulted from professional fees of $108,510, general and administrative expenses of $455, and interest expense relating to the stockholder loan of $543.

For the year ended December 31, 2024, we had a net loss of $1,372,991. The primary driver of the net loss was professional fees of $1,274,941 related to Form S-1 filing requirements and legal, accounting and auditing services performed in preparation for the Proposed Direct Listing. We also earned revenue of $8,025 and incurred general and administrative expenses of $92,018 and interest expense relating to the stockholder loan of $7,630.

For the period from August 8, 2023 (inception) through December 31, 2023, we had a net loss of $39,562. This resulted from general and administrative expenses of $38,892, and interest expense relating to the stockholder loan of $267.

Liquidity and Capital Resources; Going Concern Consideration

As of March 31, 2025, the Company had $26,859 in cash and a working capital deficit of $1,185,549. The Company has incurred a net loss for the three months ended March 31, 2025 of $291,319. As of March 31, 2025, the Company had an accumulated deficit of $1,703,872. 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 the financial statements elsewhere in this prospectus are available to be issued.

As of December 31, 2024, the Company had $417 in cash and a working capital deficit of $873,034. The Company has incurred a net loss and negative cash flows from operating activities for the year ended December 31, 2024 of $1,372,991 and $500,282, respectively. As of December 31, 2024, the Company had an accumulated deficit of $1,412,553. 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 the financial statements elsewhere in this prospectus 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 associated with the close of the Proposed Direct Listing. In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025 (the “Contribution Agreement”), 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, contingent upon the listing of the Company on a U.S. national stock exchange through the Proposed Direct Listing. Lastly, the Company entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party will purchase up to $30 million of the Company’s common stock, including funding a prepaid advance of $3 million, $0.5 million of which was funded at closing of the financing agreement, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective. There is no assurance that the Company’s plans to complete the Proposed Direct Listing or to otherwise 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.

Cash Flows

The following table presents the major components of net cash flows used in and provided by operating and financing activities, for the for the three months ended March 31, 2025 and 2024, respectively.

The following table presents the major components of net cash flows used in and provided by operating and financing activities, respectively, for the year ended December 31, 2024 and for the period from August 8, 2023 (inception) through December 31, 2023.

Cash Flows from Operating Activities

For the three months ended March 31, 2025, we incurred a net loss of $291,319. Net cash provided by operating activities was $47,638. Changes in operating assets and liabilities included a $536,022 increase in accounts payable related to professional fees and costs of sales incurred, a $5,049 increase in interest payable - stockholder loan, and a $16,240 decrease in accounts receivable related to collection of an up-front fee on a stadium event contract and billed amounts pertaining to HPT program services rendered.

For the three months ended March 31, 2024, we incurred a net loss of $109,508. Net cash used in operating activities was $50,530. Changes in operating assets and liabilities included a $58,509 increase in accounts payable related to professional fees incurred and a $544 increase in interest payable - stockholder loan.

For the year ended December 31, 2024, we incurred a net loss of $1,372,991. Net cash used in operating activities was $500,282. Changes in operating assets and liabilities included a $599,716 increase in accounts payable and a $273,279 increase in accrued expenses, both primarily related to professional fees incurred, and a $7,630 increase in interest payable - stockholder loan, offset by a $7,916 increase in accounts receivable related to an up-front fee on a stadium event contract and billed amounts pertaining to HPT program services rendered.

For the period from August 8, 2023 (inception) through December 31, 2023, we incurred a net loss of $39,562. Net cash used in operating activities was $38,820. Changes in operating assets and liabilities included a $475 increase in accrued expense liabilities and a $267 increase in interest payable - stockholder loan.

Cash Flows from Financing Activities

For the three months ended March 31, 2025, net cash used in financing activities was $21,196. Net cash used in financing activities was comprised of payments made on the stockholder loan of $21,196.

For the three months ended March 31, 2024, net cash provided by financing activities was $65,000. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $50,000 and proceeds from the issuance of common stock of $15,000.

For the year ended December 31, 2024, net cash provided by financing activities was $486,069. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $453,469 and proceeds from the issuance of common stock of $32,600.

For the period from August 8, 2023 (inception) through December 31, 2023, net cash provided by financing activities was $53,450. Net cash provided by financing activities was comprised of proceeds from the stockholder loan of $35,195 and proceeds from the issuance of common stock of $18,255.

Contractual Obligations and Commitments

On September 1, 2023, the Company entered into a line of credit agreement with Sportech, allowing the Company to borrow up to $1,000,000 from Sportech, with an interest rate of 4.19% and which expires on December 31, 2029. As of March 31, 2025, the Company had borrowed $467,468.

In August 2024, the Company entered into two exclusive licensing agreements with Cádiz CF, the HPT License Agreement and the MG License Agreement. Each agreement has a term of twenty years, and can be terminated under mutual agreement between both Cádiz CF and Nomadar, or through a breach of the terms of the respective agreement. Pursuant to the HPT License Agreement, the Company will pay a royalty of 15% of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the Nomadar HPT know-how regulated under the agreement. Pursuant to the MG License Agreement, the Company will pay a royalty of 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.

In November 2024, the Company entered into the Contribution Agreement with Sportech, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027, with $2 million payable in one tranche in 2025, $6 million payable in three tranches in 2026, and $2 million payable in one tranche in 2027 (each 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, 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.

On May 20, 2025, the Company entered into the SEPA with a third party investor pursuant to which the third party commits to purchase up to $30 million of Class A Common Stock. The third party will fund a pre-paid advance of $3 million, $0.5 million of which was funded at closing of the SEPA, $0.5 million of which will be funded upon the filing of the amendment to the Company’s Form S-1 registration statement, and $2 million of which will be funded upon the Company’s Form S-1 registration statement becoming effective.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date, as well as the reported amounts of expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. At this stage in our operations, management has not identified any critical accounting policies or matters that should be considered for disclosure so as to assist the reader of the financial statements with better understanding of data provided. Other than those disclosed below, there are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.

Revenue Recognition

Overview

The Company generates revenue from the following sources: (1) HPT program services and (2) contracts for events held at the Nuevo Mirandilla Stadium.

In accordance with Accounting Standards Codification (“ASC”) Topic 606 “Revenue Recognition,” the Company recognizes revenue from contracts with customers using a five-step model, which is described below:

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.

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

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.

Stadium Events

Deferred revenue balances consist of the up-front fee paid to the Company at the time of closing of the contract with the third party event coordinator. This deferred revenue will be recognized in revenue upon occurrence of the event. Deferred revenue attributable to stadium events is reported as current liabilities. The Company did not recognize any revenue related to the hosting of stadium events through March 31, 2025.

Risks and Uncertainties

We cannot be certain that an active trading market for our common stock will develop or be sustained following the completion of this offering.

Prior to the completion of this offering, there has been no public market for our common stock. We cannot be certain that an active trading market for shares of our common stock will develop or be sustained following the completion of this offering. An inactive trading market could also impair our ability to raise capital by selling shares of our common stock, our ability to attract and motivate our employees through equity incentive awards and our ability to acquire businesses, brands, assets or technologies by using shares of our common stock as consideration.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

BUSINESS

Background

We were incorporated in the State of Delaware in August 2023 as Sportech City USA, Corp, and changed our name to Nomadar, Corp. in December 2023. We are a subsidiary of Sportech. Sportech is a wholly-owned subsidiary of Cádiz CF, a Spanish professional soccer club based in Cádiz, Andalusia that competes in the Segunda División of La Liga.

Company Overview

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

Through March 31, 2025, the Company had engaged in limited operations, and generated limited revenues from the execution of two commercial contracts entered into in the ordinary course of business. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2025 relates to the Company’s formation and the proposed direct listing, transactions entered into to consummate the direct listing, as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.

Multi-Purpose Event Center

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.

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

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

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

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

Construction is scheduled to begin in 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”

High Performance Training Program

Since 2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada, and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting Nomadar the exclusive HPT Rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. We intend to leverage the Nomadar HPT by offering the Nomadar HPT training methodology through our partner organizations to online subscribers. Online subscribers may gain access to a full suite of professional-level training and diet regimens, among other benefits. Since the commencement of the High Performance Training Program in 2022, approximately 700 athletes have historically enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of the program have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach of the Nomadar HPT to encompass territories outside of Spain and around the world.

The HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled were considered enrolled with Cádiz CF.

During the fourth quarter of 2024, Cádiz CF assigned its contractual position in one of the HPT agreements to the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy.  These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company handled all aspects of the stay, including physical preparation, extracurricular activities, logistics, and coordination with both Wakatake Academy and Cádiz CF, and the planning and management of daily schedules.

As of 2025, the Nomadar HPT program has expanded to include new clients, all participating in person. No remote or online training sessions have been conducted. The training facilities remain based in Cádiz, Spain.

As of the date hereof, approximately 20 players are enrolled in the long-term training modality, with an additional ten players having participated in short-term programs.

Revenues generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.

Stadium Events

On October 30, 2024, the Company and Cádiz CF entered the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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 Mirandilla 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 (10) 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.

Mágico González Brand

As described herein, pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF.

In August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.

The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.

Soccer Academies

Although we have not entered into any agreement to date, and we do not currently operate any soccer academies, we intend to enter into agreements, including but not limited to acquisition and assignment agreements, whereby we will operate soccer academies in the United States and Europe. The Nomadar HPT would be offered as a part of these academies to all academy participants.

Relationship Between the Company, Sportech, and Cádiz CF

Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be a “controlled company” within the meaning of the listing rules of Nasdaq. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.

As described here and elsewhere in this prospectus, the Company, Cádiz CF and Sportech will maintain various business relationships following the Direct Listing. For example:

As a result, we will continue to materially rely on the support of Sportech for additional capital in the near future, and we will have ongoing business and commercial relations with Sportech and Cádiz CF pursuant to the license arrangements.

Our Location – Spain; Andalusia

Spain shines as a premier destination, not merely for its rich cultural tapestry and diverse landscapes but also for its prominent position in the tourism sector. This distinction arises not by chance but from the allure of the experience that Spain offers. According to the Spanish National Statistics Agency, Spain received a record 85.1 million international tourists in 2023. This steady influx positions Spain at the forefront globally, both in terms of visitor numbers and tourism expenditure.

According to the Spanish Ministry of Industry, Energy and Tourism (the “SMIET”), leisure tourism in Spain accounts for 86% of travel to the country. Visitors are drawn to the temperate climate, and the extensive cultural and entertainment options. Beyond leisure, Spain asserts itself as a crucial hub for Meetings, Incentives, Conferences, and Exhibitions (“MICE”) tourism, representing a smaller segment of 6%, translating to 5 to 6 million foreign tourists.

According to the Report on the Trade and Development 2020, the global MICE sector is projected to reach €1.2 trillion (approximately $1.3 trillion) by 2028, growing at an annual compound rate of 21.3% from 2021. In this burgeoning market, Spain leads the way in Europe, welcoming 4.4 million MICE tourists and generating $11.5 billion in revenue annually. The country stands out for both the duration of stays and the daily expenditure, ranging from $224 for business events to $330 for fairs, congresses, and conventions.

Madrid is illustrative here, having been named Europe’s premier MICE destination for the sixth consecutive year in 2023 by the 30th edition of the World Travel Awards. We believe Andalusia represents a similar if not greater opportunity.

Andalusia, with its temperate weather and rich culture, demonstrates how MICE tourism can synergize and enhance leisure tourism. Hosting 14% of the nation’s tourism revenue, Andalusia attracts 14 million visitors and brings in approximately $20.6 billion annually. Its capacity to attract visitors all year round, breaking traditional seasonal patterns, is particularly noteworthy. Annually, Andalusia attracts between 550,000 and 680,000 MICE tourists, with an average event duration of 2.1 days. The busiest months—May, June, October, and November—underscore a strong demand that transcends seasonal limitations, benefiting from Andalusia’s pleasant climate and diverse tourist offerings.

Per the National Statistics Institute (Instituto Nacional de Estadística), Andalusia ranks third in GDP across Spain, behind only Madrid and Catalonia, positioning itself not just as a meeting point for leisure and business but as an undeniable leader in the global tourism field. Offering a range of experiences from leisure to business.

Growing Global Sports Market

Consumer demand for sports has seen exponential growth, and this growth is expected to continue. Per the 2024 report published by Two Circles, global sports IP revenue grew over 50% over the last ten years. Additionally, the global sports IP annual revenue exceeded $159 million in 2023. Soccer comprises 34% of the total, and soccer franchises represent three of the top five franchises by market share. The European Union ranked second in terms of percentage of 2023 total annual annualized revenue. The projected annual revenue for global sports IP is projected to exceed $250 billion by 2033, with an estimated 5% compound annual growth rate over the next ten years.

Multi-Purpose Event Center

Sportech City aims to create an ecosystem that is a benchmark in terms of technology and sustainability in its facilities and to create, attract and retain talent across the sports industry.

Artist Rendering of Completed Multi-Purpose Event Center

Sportech City is being designed to be attractive for workers, visitors and tourists (MICE and leisure), and once complete, act as a place where all technological advances can be exhibited. The implementation of sensor technology and the Internet of Things (“IoT”) will be carried out throughout the venue to establish a measurement system through the capture of images and data from all attendees, whether for matches, events, leisure, or health activities. Data will be collected to study patterns, consumption habits, mobility, etc. Data will also be collected from the sports activities conducted within the venue for subsequent analysis to improve athlete performance. In addition, modern sound systems will be installed to promote the sound acoustic quality.

Situated in a region with a temperate climate, this venue is ideal for hosting a wide array of events ranging from sports competitions to concerts, conferences, and corporate gatherings. The strategic location, combined with the favorable climate, ensures year-round usability, significantly enhancing its revenue-generating potential. Construction is scheduled to begin in 2026 and, subject to risks related to construction and planning of capital projects, we believe Sportech City will be completed by or around 2030. For more information, see “Risk Factors — Risks Related to Sportech City Cádiz.”

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.

Depiction of Location of Proposed Multi-Purpose Event Center

Once complete, we believe Sportech City will:

Key Areas of Sportech City

Key areas of Sportech City, once completed, will include the following:

Best-In-Class Venue

The cornerstone of the facilities will be an approximately 45,000 m² planned multi-functional venue with seating for up to approximately 40,000 people. The venue will have ample space for sporting events, concerts, and all manner of public events. In addition, we plan for there to be six types of leasable spaces (auditoriums, meeting rooms, events and/or exhibitions, VIP boxes for meetings, a floor area for trade fair-type events and a grandstand area for big events (large presentations) and catering-type restaurant areas).

Event Center

The flagship portion of Sportech City is an approximately 45,500 m² facility that will create a seamless blend of technology, sports, and social engagement. This planned infrastructure will have capacity to host up to approximately 40,000 attendees in an arena covering approximately 41,350 m². The center’s planned innovative and flexible design will allow for a wide array of event setups, from fairs and shows to conferences and MICE meetings.

Moreover, the facility will be designed to be a testing ground for new technologies and products, illustrating Nomadar’s commitment to innovation and advancement. The implementation of sensor technology and the IoT is planned to be carried out throughout the venue to establish a measurement system through the capture of images and data from all attendees, whether for matches, events, leisure, or health activities. Data will be collected to study patterns, consumption habits, mobility, among other things. By studying the behavior of attendees, we aim to be able to use this information to understand consumer consumption and behavior patterns. This will create a high-end experience for attendees while maximizing the profitability of each business unit within Sportech City.

By aiming to attract MICE tourism and accommodate leisure tourists, we believe this will be a pivotal force in the region’s growth and prosperity. Through this multifaceted infrastructure, Nomadar seeks to catalyze progress, unite communities, and create a lasting impact on the economic and social landscape of Cádiz.

On the professional front, the facility will boast an array of different types of leasable spaces, supplying to a diverse range of needs and events. Site plans are preliminary and are subject to change.

Central Arena

The main leasable space will be dedicated to major events and presentations, capable of accommodating large audiences with excellent visibility and acoustics. Offering approximately 8,000 m² of adaptable space, the Central Arena will be equipped for diverse events, including concerts, festivals, and other events.

Auditoriums

Auditoriums within Sportech City will be equipped to host conferences and large presentations with state-of-the-art audiovisual technology. Two units with a capacity for approximately 1,300 people each, totaling approximately 2,600 m², will be available for lease.

Conference Rooms

Conference rooms available at Sportech City will vary in capacity and size, featuring four large rooms, with a total of approximately 3,000 m², for approximately 750 attendees and eight smaller rooms, with a total of approximately 280 m², for approximately 216 attendees.

Boxes

Boxes at Sportech City will range from three VIP boxes totaling approximately 1,080 m² with intimate settings for high-level meetings, offering exclusivity and a premium experience, to forty-six side boxes and twenty-eight end boxes, with a total of approximately 1,850 m².

Catering

Complementing these professional spaces available for leases, there will be catering services in the event center, offering a range of culinary services to attendees.

The event center’s catering can operate on a mixed model, offering a fixed fee based on the number of attendees for a given event.

Timeline for Completion

Construction is scheduled to begin in 2026, with constructed anticipated to be completed in or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. For more information, see “Prospectus Summary - Capital Requirements.”

Commercial Area

Adjacent to the event center, the proposed creation of an approximately 20,000 m² commercial space will mirror a forward-thinking approach to crafting a modern, open, and bright commercial environment.

The planning for this project is planned to involve the use of clean energy, sustainable water management, and charging points in the parking area, underscoring Sportech City’s commitment to sustainability and accessibility. We believe this area in Sportech City will embody an integrated, progressive approach to developing contemporary commercial spaces. At completion, we believe Sportech City will be a dynamic, sustainable environment that meets the needs of a diverse and connected community.

Culinary Space

Another cornerstone of Sportech City will be a dedicated culinary area, proposed to span approximately 3,000 m² with a planned approximate 17 spaces for bars and restaurants. With views of the Bay of Cádiz and the city itself, this space will serve as an oasis for relaxation and socialization.

Hotels

A critical part of this ambitious project, is the planned construction of a luxury hotel, designed to complement the experience of those visiting the center for events, business, and sports activities. This hotel is planned to offer offering a short-stay accommodation alternative to the more leisure-oriented offerings prevalent in the province of Cádiz.

The hotel will aim not only to serve as a refuge for event organizers and attendees at Sportech City but also to act as a catalyst for de-seasonalizing and diversifying the region’s hotel offerings. With approximately 6,000 m² of modern and efficient facilities, this planned space has the potential to become a model of sustainable and technologically advanced lodging.

The Sportech City management team is considering various options for the hotel’s operations, including direct management or possible collaboration with recognized hotel chains, which could lead to higher revenues due to their brand recognition.

This proposed luxury hotel in Sportech City would not just be an accommodation project; it will be a key component in the broader strategy of creating a vibrant and multifunctional ecosystem that attracts visitors all year round, generating a positive impact on the local economy and the hotel landscape of the region. With a focus on sustainability, technology, and service quality, the hotel will be destined to become a benchmark for MICE tourism and a driver of development and diversification for our proposed business lines.

Sports Clinic

The mission to transform the sports clinic into Cádiz’s premier sports health center represents a bold and visionary commitment to excellence in the field of sports medicine. The clinic will occupy approximately 3,500 m² and offer services equipped with the latest technology to serve the needs of both professional and amateur athletes, ensuring they receive top-tier medical care that supports their sporting ambitions and overall well-being.

We envision an extensive range of services provided, covering everything from routine medical examinations that ensure athletes are in peak condition, to more complex procedures such as outpatient surgery, designed to address sports-related injuries with precision and care. These advanced services perhaps will include, among others, medical consultations, pharmacy, laboratory, post-surgery rooms, sports psychotherapy, gait analysis and orthopedics, as well as specializations in traumatology, sports medicine, and cardiology, ensuring a comprehensive and cutting-edge offering for the sports community. Rehabilitation services will also form a core part of the clinic’s offerings, providing personalized recovery plans that leverage the latest in physiotherapy technologies and methodologies. Additionally, specialized advice on responsible nutrition will be offered, complementing the comprehensive care spectrum for athletes. This integrated strategy will ensure that athletes can return to their sport stronger and more resilient.

Aiming for the highest standards, the clinic will seek international certification for both its services and facilities. This accreditation will affirm the clinic’s commitment to excellence as well as position it as a benchmark for sports health services globally. Achieving such recognition will underscore the quality and safety of the care provided, attracting athletes from around the world and establishing the clinic as a center of excellence in sports medicine.

The initiative recognizes the growing significance of the sports health industry and identifies a clear gap in the Cádiz region’s current infrastructure. By establishing a facility dedicated to the health needs of high-performance athletes, the clinic will enhance the region’s sports ecosystem and, at the same time, provide a vital service that has been conspicuously absent. This strategic focus will position Cádiz as a hub for sports excellence and innovation.

The vision for the sports clinic is more than simply establishing a leading center for sports health; it’s about creating a comprehensive ecosystem that supports athletes at every stage of their career and recovery. Through a combination of advanced medical services, international standards, educational partnerships, and a focus on the emerging needs of the sports health industry, the clinic is set to transform sports medicine in the Cádiz area and beyond, making it a beacon of excellence and a cornerstone of the sporting community. We recognize that the development of a medical facility involves additional regulatory and legal approvals, which we plan to obtain as necessary.

Gym and Spa

Expanding on the clinic’s offerings, we plan to include the development of a dedicated sports recovery area tailored specifically for professional athletes and federation members. This gym and spa space will focus on advanced recovery techniques and programs designed to optimize performance, reduce the risk of injury, and expedite return to peak physical condition. The inclusion of cutting-edge recovery tools and methodologies will ensure that athletes have access to the best resources for their physical well-being.

Occupying approximately 1,750 m², the gym and spa facility will be tailored to meet the specific recovery and training needs of professional and amateur athletes.

In addition to supporting elite athletes, the gym and spa facility will aim to be inclusive and accessible to the wider community. The spa, a relaxation and treatment area occupying approximately 900 m², will be available to the general public, offering services that promote general well-being, prevent injuries, and address common sports-related ailments. The gym and spa area will incorporate various therapeutic practices and treatments that leverage the therapeutic benefits of sports medicine. The vision of the gym and spa reflects our vision of providing comprehensive and high-quality service, where guests can enjoy hydrotherapy treatments, rest areas, and other relaxing therapies at Sportech City.

Positive Employment Impact on the Region

We believe this project will create significant positive impact for the entire region through significant employment opportunities.

Event Center

Commercial Space

Hotel, Sports Clinic, Gym & Spa:

High Performance Training Program

Since 2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada, and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting Nomadar the exclusive HPT Rights, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. We intend to leverage the Nomadar HPT by offering the Nomadar HPT training methodology through our partner organizations to online subscribers. Online subscribers may gain access to a full suite of professional-level training and diet regimens, among other benefits. Since the commencement of the High Performance Training Program in 2022, approximately 700 athletes have historically enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of the program have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach of the Nomadar HPT to encompass territories outside of Spain and around the world.

The HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until the Company commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled were considered enrolled with Cádiz CF.

During the fourth quarter of 2024, Cádiz CF assigned its contractual position in one of the HPT agreements to the Company, and, as a result, the Company began training five players from Japan’s Wakatake Academy.  These players spent an entire quarter in Cádiz, Spain, where they lived and trained under the full supervision of Company. The Company handled all aspects of the stay, including physical preparation, extracurricular activities, logistics, and coordination with both Wakatake Academy and Cádiz CF, and the planning and management of daily schedules.

As of 2025, the Nomadar HPT program has expanded to include new clients, all participating in person. No remote or online training sessions have been conducted. The training facilities remain based in Cádiz, Spain.

As of the date hereof, approximately 20 players are enrolled in the long-term training modality, with an additional ten players having participated in short-term programs.

Revenues generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays a fee to the Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations – generally for one to ten months, during which time they have access to the Nomadar HPT.

Program Foundation and Vision

Professional clubs

Nomadar is actively pursuing expansion opportunities, aiming to contract with additional clubs and organizations to implement the HPT at their facilities. Nomadar is also seeking to contract with additional clubs to send students to participate in the Nomadar HPT at their facilities. Cádiz CF currently leverages the Nomadar HPT at Cádiz CF’s Academy facilities.

Program Design and Structure

The clubs which leverage the Nomadar HPT will be structured to accommodate a range of participation lengths, including two-week sessions, one-month intensives, one-semester courses, and full-year engagements. This flexibility in duration will allow for the Nomadar HPT to be tailored to individual schedules and development goals. The delivery of the program’s content, both training and educational, will employ a hybrid approach, combining in-person sessions with online modules. This dual delivery system is designed to facilitate participation for individuals from diverse locations, overcoming potential barriers due to distance.

In-Person Program Delivery

The in-person component of the Nomadar HPT will generally feature eight hours of training each week, directly offered by the clubs which utilize the Nomadar HPT. Participants would be integrated into local teams affiliated with the program for practical experience and are provided with individualized physical conditioning plans tailored to their specific needs. A personalized development plan is also developed for each participant, drawing on each club´s methodology. This plan includes a balanced mix of technical, tactical, physical, and theoretical training elements.

To supplement the regular training regime, the program would offer monthly workshops. These sessions will be designed to address the evolving needs of both players and coaches, delving into the intricacies of soccer methodology, tactical understanding, nutrition, and both general and sport-specific physical conditioning.

Online program expansion

In the third quarter of 2025, Nomadar intends to implement the rollout of the digital Nomadar HPT, a fully remote offering, which marks a significant step in the remote training capabilities of elite athletes. The program is set to introduce a series of specialized sessions. These sessions will be designed to dissect and impart the complexities of game tactics, situational awareness on the pitch, and the finesse required for superior ball control. The curriculum will be carefully curated by seasoned coaches to mimic the rigor and depth of in-person training.

Integral to this online expansion is the interactive nature of the sessions. Unlike pre-recorded lessons, these live sessions allow for an immediate exchange of feedback, fostering a dynamic learning environment that is responsive to the needs of each participant. Coaches are able to provide instant critiques and adjustments, closely mirroring the interactive nature of on-field coaching. This approach is particularly beneficial for elite athletes, for whom personalized feedback is crucial for refining their skills to the high standards expected at the pinnacle of competitive sport.

Facilities and Infrastructure

Participants in the Nomadar HPT will utilize the training facilities of each organization offering the Nomadar HPT. The aim is to provide an environment that mirrors the conditions of the club’s academy players, including access to equivalent equipment and staff.

Nutritional and Physiotherapy Services

As part of the Nomadar HPT, each participant would receive nutrition plans and sports physiotherapy services that are both supervised and tailored to meet individual needs. This approach is designed to support the physical well-being and dietary requirements of each student, contributing to their overall health and performance enhancement.

Specific Areas of Consultancy

Technical-Tactical Methodology:

Within this area, the Nomadar HPT is used to create personalized plans that are carefully designed according to the specific methodologies of each participating club. These plans consider various aspects of gameplay, such as tactics, verticality, defensive and offensive strategies, and ball handling skills, aiming to nurture players who are both technically proficient and strategically astute. Tactical periodization, differentiated training, and specialized technification tasks are fundamental components of this approach, crafted to develop players who can intelligently adapt to the evolving nature of the game.

Conditional Development:

The program places a strong emphasis on the physical preparation of players. Customized conditioning plans are developed following comprehensive assessments of each player’s endurance, speed, strength, and agility. This ensures that all participants can achieve and maintain optimal physical condition, crucial for peak performance in competitive environments.

Nutrition:

Nutritional support within the program is founded on expert evaluations of players’ dietary habits and physical assessments. Based on these insights, nutritional guidelines are established for teams, aiming to promote healthier lifestyle choices and enhance performance through optimized diet plans tailored to the individual needs and goals of each player.

Recruitment:

A systematic and data-driven approach characterizes the recruitment process. Utilizing the latest in data analysis software and player tracking systems, the program seeks to identify and evaluate prospective talents efficiently. This process ensures a match between potential players and the clubs’ strategic needs and aspirations.

Player Support:

Beyond physical and technical training, the program extends comprehensive support covering psychological, academic, and family aspects post-initial assessment. This initiative is designed to facilitate active learning and engagement, ensuring players receive the holistic support necessary for their development on and off the field.

Technology Implementation:

Incorporating cutting-edge technology, the program employs big data systems and performance analysis tools to enhance sports management and decision-making processes. This integration facilitates a modernized approach to training, preparation, and overall sports administration.

Operational Focus:

The operational aspect of the Nomadar HPT is managed by coaches and project managers appointed by each partner program, each individually responsible for overseeing specific facets of the program. This includes the implementation of the training regime, complemented by ongoing monitoring, assessment, and tailored adjustments based on the performance and feedback from participants.

Calendar Flexibility:

Because the Nomadar HPT will be offered through a variety of clubs, teams, and organizations, it will be offered in various participation lengths, ranging from two weeks to a full year, allowing it to accommodate the diverse schedules and commitments of both teams and individual participants. This flexibility ensures that the Nomadar HPT can meet the needs of a broad audience.

Enrollment and Track Record

Since the commencement of the High Performance Training Program in 2022, approximately 700 athletes have historically enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of these programs have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. The HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024.

Proposed Revenue Streams from the Nomadar HPT

Each participant in the Nomadar HPT will pay a fee to Nomadar, which shall cover the duration of the participant’s enrollment in the respective program of the player’s choice, with enrollment duration ranging generally from one to ten months. Nomadar will then provide a portion of that fee to the organization providing the facilities at which training is being undertaken, which may include Nomadar’s current partner organizations International Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami.

Stadium Events

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 Mirandilla Stadium Mirandilla Stadium. The Company is in the process of engaging third-party event coordinators to host events at Mirandilla Stadium. Under these contracts, the Company will be responsible for the assignment of space within Mirandilla 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 Mirandilla 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 (10) 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.

Mágico González Brand

Background

As described herein, pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF.

In August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. Mágico González is a worldwide soccer star known by fans around the world. Mágico played for Cádiz CF for many years before returning to Latin America.

In connection with the Mágico González e-commerce line, we plan to sell apparel, merchandise and other accessories and products. Beyond the initial e-commerce venture, the Nomadar business vertical centered around Mágico González is set to diversify into several other domains, encompassing both physical and experiential platforms. This expansion includes the establishment of brick-and-mortar stores and a themed sports bar, all dedicated to celebrating the legacy of Mágico González. These spaces are designed to offer fans a tangible connection to the legend, providing an immersive experience that goes beyond mere merchandise to include interactive and community-building environments.

Additionally, the vertical plans to extend its reach into sports education and training, through the organization of summer camps and the founding of dedicated academies. These initiatives aim to inspire and nurture future generations, using the ethos and story of Mágico González as a foundational pillar, ensuring his legacy influences not only fans but also aspiring athletes. This comprehensive approach signifies Nomadar’s commitment to leveraging the Mágico González brand in a manner that honors the legend’s impact, fosters community, and promotes sportsmanship across a variety of platforms.

The Company intends to launch the Mágico González brand in the U.S. in the third quarter of 2025, with e-commerce offerings beginning at such time.

Market Opportunity

As described herein, in August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the MG Rights. According to a Havas Sports & Entertainment’s (Havas SE) FANS.PASSIONS.BRANDS study, over 50% of the Latin American population engages in soccer: Mexico (8 million), Brazil (30 million), and Chile (6 million). Additionally, the United States, with 16.8% of its population being Latino, including 1.8 million from El Salvador, showcases a significant demographic, with 53% of Latinos over 16 years old identifying as soccer fans.

E-Commerce in US.

The growth in the e-commerce sector is underscored by a shift in consumer behavior, with more people opting to make purchases online across various categories, including sports-related apparel, merchandise and other accessories and products.

According to the U.S. Census Bureau, the fourth quarter of 2023 alone saw e-commerce sales totaling $324.8 billion on a not adjusted basis, an increase of 19.5% from the third quarter of the same year. The total e-commerce sales for 2023 were estimated at $1,118.7 billion, which represents a 7.6% increase from 2022. E-commerce’s share of total retail sales also rose, indicating a continuous shift towards online shopping, with e-commerce sales accounting for 15.4% of total sales in 2023.

The e-commerce operations of Mágico González through Nomadar are designed to leverage the global appeal of this legendary sports figure, with a strategic focus on the U.S. and Latin American markets. The e-commerce operations of Mágico González platform have already launched in Europe, which is managed and operated by Cádiz CF. Cádiz CF retains all proceeds from e-commerce sales in Spain. The e-commerce operations of Mágico González are scheduled to launch in the United States in the third quarter of 2024, which will be managed and operated by Nomadar. Nomadar’s e-commerce platform will operate out of a central distribution center located in Texas. This hub will serve as the primary logistical point for receiving materials and facilitating shipments across the United States and Latin America, ensuring efficient delivery of a wide range of products, from clothing to exclusive merchandise.

To effectively connect with the target audience and drive traffic to the e-commerce platform, Nomadar plans to implement a focused marketing strategy, including paid advertising campaigns targeting main cities in the U.S. with significant Latin American populations and a strong base of soccer enthusiasts.

Moreover, Cádiz created the first La Liga avatar, modeled after Mágico González, serving as a virtual assistant to fans. This avatar enhances the fans digital experience by providing club history insights and supporting shoppers online. This illustrates the brand’s pioneering approach to fan engagement. Focusing on the United States, Nomadar aims to leverage the substantial Salvadoran population, particularly in states with significant concentrations of Salvadorans and broader Latin communities. The key states for targeted marketing activities include California, Maryland, New York, Texas, Virginia, New Jersey, and Florida.

In these strategic locations, Nomadar plans to execute various marketing initiatives to celebrate and promote the Mágico González brand. These include:

Marketing Strategy

The e-commerce platform for Mágico González, specifically designed with mobile users in mind, aligns well with current trends in internet usage. Per StatCounter, as of July 2024, over 50% of all global web traffic came through mobile phones, highlighting the importance of a mobile-optimized shopping experience.

The platform’s seamless integration with logistics—automatically notifying the Texas-based logistic center upon any purchase—ensures a swift preparation for shipping, enhancing customer satisfaction. Moreover, the diverse traffic sources, including Nomadar’s website, its social networks, dedicated social channels for the e-commerce platform, and targeted paid campaigns on Facebook and Instagram, are strategically chosen to leverage the mobile browsing behavior of today’s consumers.

Specific Sales Strategies

Revenue Model

The e-commerce revenue line will primarily generate income through direct sales of merchandise. Pricing strategies will vary, with premium pricing on limited edition and autographed items, competitive pricing on apparel and accessories, and value-based pricing for digital products. Additionally, the platform may explore subscription models for exclusive content or VIP fan experiences, further diversifying its revenue streams.

Customer Experience and Loyalty

Traffic Generation Strategies

The strategy to drive traffic to the Mágico González e-commerce site is multifaceted, incorporating both direct and indirect methods:

Brick and Mortar

Nomadar plans to expand the Mágico González brand, not only through online initiatives, but also brick and mortar locations. These stores will be designed to showcase exclusive merchandise and serve as interactive spaces for fans to engage with the legacy of soccer.

Mágico González-Licensed Hospitality and Leisure

The Mágico Sportech City bar project, spearheaded by Nomadar under the auspices of Cádiz CF, symbolizes an innovative blend of sports, technology, leisure, and hospitality. This concept diverges significantly from traditional sports and hospitality spaces by offering a unique experience that extends far beyond mere viewing of sports events or casual dining. The essence of this project lies in its holistic approach to leisure time, emphasizing rest, relaxation, and enjoyment among friends, coupled with the thrill and immediacy of sports events.

The distinguishing feature of Mágico Sportech bar is its deep connection with the Cádiz CF, a soccer club with a rich history and a global fan base that invokes a profound sense of belonging and special affection. Named after the legendary footballer Mágico González, known for his exceptional talent and impact on the sport, the bar aims to celebrate his legacy while providing a space where the excitement of physical activity can be enjoyed in its various forms. We do not anticipate the Mágico Sportech City bar project will be completed until at least 2030.

Intellectual Property

We may create, own or license intellectual property in the countries in which we operate, have operated or intend to operate, and it is our practice to protect our trademarks, tradenames, know-how and other original and acquired works. Our registrations and applications relate to trademarks and inventions associated with, among other of our planned brands, Nomadar Corp. and Mágico González. We do not currently have any intellectual property protection for the Nomadar HPT. We believe our ability to maintain and monetize our intellectual property rights, including our brand logos, is important to our business, our brand-building efforts and the marketing of our products and services. We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights or protect against vulnerability to oppositions or cancellation actions due to non-use. For more information, see the section titled “Risk Factors – Risks Related to Our Intellectual Property, Cybersecurity, and Data Privacy.”

Organizational Structure

The corporate structure of the Company, its parent companies and its material subsidiaries are as indicated in the following chart. As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through a domestic branch, Nomadar Corp. Sucursal en España (the “Nomadar Spanish Branch”). The Nomadar Spanish Branch is not a subsidiary of the Company. For more information, see “Human Capital Resources - Future and Proposed Human Capital.

In addition to our Class A common stock, we have 2,500,000 shares of Class B common stock issued and outstanding. Each share of Class B common stock is entitled to twenty (20) votes per share on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sportech. Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all shares of Class A common stock being registered hereunder held by Sportech, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to 50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. In addition to the foregoing, Cádiz CF holds 750,000 shares of Class A common stock directly, which represents approximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately 91.23% of the voting power of the Company. As a result, Sportech’s will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold a minority voting interest.

Upon completion of this Direct Listing, Sportech will beneficially own approximately 90.05% (and together with Cádiz CF approximately 91.23%) of the voting power of our outstanding voting securities and we will be a “controlled company” within the meaning of the listing rules of Nasdaq. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.

Competition and Competitive Strengths

Competition

We will, now and in the future, face significant competition in each of our current and proposed business verticals.

Competitive Strengths

A company like Nomadar, which operates at the nexus of sports, health, and technology with a focus on bridging continents, boasts several competitive strengths that set it apart in the global marketplace. These strengths not only underscore its unique position but also enhance its ability to achieve its strategic objectives. Our competitive strengths, among others, are as follows:

Human Capital Resources

As of June 27, 2025, we had six full-time employees. None of our employees are represented by labor unions or covered by collective bargaining agreements. We consider the relationship with our employees to be good.

Future and Proposed Human Capital

Following the listing of the Company’s common stock, the Company intends to initially hire between four and six employees to be based in Spain, and an additional two to four employees to be based in the United States. The employees based in Spain would then focus on the advancement of Sportech City, and the business and operations of the Nomadar HPT in Europe and Asia, and the employees based in the United States would focus on the advancement of the Nomadar HPT in the Americas, and the Mágico González brand. As Nomadar begins to generate revenues following the launch of the Nomadar HPT and the Mágico González brand, we intend to onboard additional employees and consultants as necessary, particularly in Spain to oversee the permitting and construction of Sportech City. We have conducted no operations to date other than matters taken to consummate the direct listing of our common stock and the launch of our proposed business lines, and the same applies to any actions undertaken by the Nomadar Spanish Branch.

As of the date hereof, the Company has six full time employees, three of which split their time and duties between Spain and the United States, and three of which are based entirely in Spain.

As of the date hereof, the Company has no material subsidiaries, but conducts operations in Spain through what we refer to as the Nomadar Spanish Branch, formally named Nomadar Corp. Sucursal en España. The Nomadar Spanish Branch is not a subsidiary of the Company, and was formed to comply with applicable local laws and regulations. The Spanish Branch has no separate legal personhood, has no separate shareholders or owners, and for all intents and purposes is simply the mechanism through which Nomadar may conduct its business and operations in Spain. The Spanish Branch is merely a local office of Nomadar. All matters related to the branch are governed by the jurisdiction where Nomadar is incorporated, which is the State of Delaware, although Nomadar has, through the Spanish Branch, consented to service of process in relation to its activities carried out in Spain.

Our Facilities

Our principal executive offices are located at 5015 Highway 59 N, Marshall, Texas 75670. We believe that our facilities are adequate for our current and anticipated near-term needs and that suitable additional or substitute space would be available if needed.

Sportech and the Company intend to enter into a five-year lease agreement with a purchase option with the Company pursuant to which it will lease to the Company the land on which we intend to construct Sportech City, in Cádiz, Spain.

Legal Proceedings

From time to time, we may be party to litigation arising in the ordinary course of business. We are currently not a party to any material legal proceedings and, to the best of our knowledge, no material legal proceedings are currently pending or threatened. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

MANAGEMENT

Named Executive Officers

The following table sets forth certain information, as of the date of this prospectus, concerning our executive officers:

The following is a biographical summary of the experience of our named executive officers, and other officers 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).

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 Communications and Investor Relations Officer since September 2023. 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 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 Sportech City 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.

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 prospectus, concerning our non-employee directors. The biographical information for Rafael Contreras is set forth under the section “Management – Named Executive Officers.”

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.

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 masters 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.

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.

Committees of our Board of Directors and Meetings

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. Upon our listing on Nasdaq, each committee’s charter will be available on our website at www.nomadar.com.

Following the listing of the Company on Nasdaq, the Board will hold monthly meetings. Directors will be expected to attend board meetings, the Annual Meeting of Stockholders and meetings of the committees on which they serve, with the understanding that on occasion a director may be unable to attend a meeting.

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.” The audit committee’s responsibilities include:

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. The compensation committee’s responsibilities include:

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. The nominating and corporate governance committee’s responsibilities include:

Stockholder Communications

In December 2024, the Company adopted a stockholder communications policy.

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. In connection with the effectiveness of the registration statement of which this prospectus forms a part, a current copy of the code will be posted on our website at www.nomadar.com. 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.

EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation

This section discusses the material components of the executive compensation program for our executive officers who are named in the “—2024 Summary Compensation Table” below.

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.

2024 Summary Compensation Table

The following tables represent information regarding the total compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2024 and during the period from August 8, 2023 (inception) through December 31, 2023. As noted therein, none of our named executive officers received compensation during the fiscal year ended December 31, 2024 or for the period from August 8, 2023 (inception) through December 31, 2023.

Narrative to Summary Compensation Table

Other than as set forth below, none of our named executive officers received compensation during the fiscal year ended December 31, 2024 or during the period from August 8, 2023 (inception) through December 31, 2023. As described elsewhere herein, prior to the effectiveness of the registration statement of which this prospectus forms a part, we will enter into executive employment agreements with our named executive officers. We anticipate these agreements will contain customary representations and warranties, and provide for compensation arrangements in line with companies of our size and maturity, within our industry.

Outstanding Equity Awards at December 31, 2024

In August 2023, Sportech agreed to issue an aggregate of 418,782 shares of Class A common stock to our executive officers, contingent on the successful listing of our Class A common stock on a U.S. securities exchange. Such agreements were terminated on November 5, 2024. For more information, see “Stock Award Agreements with Executive Officers.”

Employment Agreements with Executive Officers

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will enter into executive employment agreements with our named executive officers. We anticipate these agreements will contain customary representations and warranties, and provide for compensation arrangements in line with companies of our size and maturity, within our industry.

Stock Award Agreements with Executive Officers

In August 2023, Sportech agreed to issue to Mr. Martin 139,594 shares of Class A common stock, contingent on the successful listing of the Company’s common stock on a national U.S. stock exchange.

In August 2023, Sportech agreed to issue to Mr. Contreras Torres, 279,188 shares of Class A common stock, contingent on the successful listing of the Company’s common stock on a national U.S. stock exchange. Mr. Contreras resigned from his position as Chief Executive Officer of the Company, effective December 12, 2024.

On November 5, 2024, these agreements were cancelled upon mutual agreement of the parties, and Mr. Martin and Mr. Contreras Torres forfeited the right to receive such shares upon the listing of our common stock.

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, 2024 or during the period from August 8, 2023 (inception) through December 31, 2023.

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, which will go into effect only upon, and following, the listing of the Class A common stock on a national securities exchange:

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. The current members of our board of directors will receive their inaugural equity grant following the completion of the Direct Listing.

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. The current members of our board of directors will receive their annual equity grant following the completion of the Direct Listing.

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. The Company’s obligations to furnish these payments will begin only following the completion of the Direct Listing.

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.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS  

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 And Director Compensation.”

Transactions with Sportech and Cádiz CF

As described elsewhere in the registration statement of which this prospectus forms a part, 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: