Company Description

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. We have engaged in limited operations to date and have generated minimal revenues to date. Substantially all of our activities since inception have been organizational activities and those necessary to prepare for a direct listing and our efforts to execute the license agreements further. We do not anticipate we will generate any significant operating revenues until after completion of this Direct Listing. Multi-Purpose Event Center Sportech has agreed to enter into a [_] year lease agreement with the Company pursuant to which it will lease to the Company the land on which we intend to construct the space we refer to as Sportech City (“Sportech City”), in Cádiz, Spain. Once complete, the facility is planned to span over approximately 110,000 m², and feature a venue, which can host concerts and sporting events, with seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court. Adjacent to the event center, the proposed creation of an approximately 20,000 m2 commercial space will mirror a forward-thinking approach to crafting a modern, open, and bright commercial environment. Another cornerstone of Sportech City will be a dedicated culinary area, proposed to span approximately 3,000 m². Site plans currently include space for up to 56 commercial vendors and 17 food and beverage vendors. Commercial spaces will focus primarily on luxury retail, sporting stores, and more. Food and beverage offerings are expected to feature local establishments ranging from fast casual to gourmet options. Although these are our current plans, site plans are subject to change. The Cádiz region in Spain has strong connectivity to Cádiz CF, which was established in 1910. We believe Cádiz will be the ideal location at the intersection of innovation, sports, entertainment, health, tourism and technology as Nomadar not only contributes to the development of future stars but also builds a loyal community of athletes and families. Locally, Cádiz CF has a loyal fan base, with the majority of Cádiz’s soccer fans being supporters of Cádiz CF. This is reflected by more than 18,000 season ticket holders. Additionally, through its association with figures like Mágico González and its commitment to celebrating cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity but also fosters a strong emotional connection with its audience in the region. Sportech City will be within two hours of two international airports, Málaga and Sevilla, which will also allow easy access for fans located internationally. Construction is scheduled to begin in 2026 and we anticipate construction will be completed by or around 2030. As of the date hereof, the Company does not have the required funding to develop Sportech City. High Performance Training Program Since 2022, Cádiz CF has offered an educational program in partnership with and through institutions across the United States, Canada, and Europe. This program, which we refer to as the High Performance Training Program (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 an exclusive license agreement with Cádiz CF, granting Nomadar the exclusive rights to the business, know-how, and general operations (the “HPT Rights”) of the High Performance Training Program (the “HPT License Agreement”). 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 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. Revenues generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete will pay 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 will have access to the Nomadar HPT. Mágico González Brand 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. The agreement provides that Cádiz CF shall retain ownership of the “Mágico González” trademarks registered in favor of Cádiz CF for so long as the registration remains in effect or is renewed. The Mágico González trademark is registered with the European Union Intellectual Property Office (EUIPO) under registration number 018791443. The registration application is in process with the World Intellectual Property Organization (WIPO) for the territory of the United States. In August 2024, we entered into an exclusive license agreement (the “MG License Agreement”) with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain, to commercialize the Mágico González brand (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 first 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, weintend 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 service provided by 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 92.82% 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 and Sportech will maintain various business relationships following the Direct Listing. For example: . We entered into the Sportech Loan, which provides that the Company may borrow up to $1 million from Sportech, from time to time. As of the date hereof, the Company has drawn down $488,649 under this facility. . On November 1, 2024, the Company entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025 and 2026. . The Company entered into the HPT License Agreement and MG License Agreement with Cádiz CF whereby we license the rights to the Nomadar HPT and MG Rights from Cádiz CF in exchange for royalty payments. 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. --- 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 (“Nomadar” or the “Company”). We are a subsidiary of Sportech. Sportech is a wholly-owned subsidiary of Cádiz Club de Fútbol, S.A.D., a Spanish professional soccer club based in Cádiz, Andalusia (“Cádiz CF”) that competes in Campeonato Nacional de Liga de Segunda División, better known as the Segunda División (“Segunda División”) of Liga Nacional de Fútbol Profesional, better known as La Liga (“La Liga”). We were formed in August 2023 as a Delaware corporation. Our principal executive offices are located at 5015 Highway 59 N, Marshall, Texas 75670. Our telephone number is (323) 672-4566 and our website address is www.nomadar.com.