Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item Entry 1.01 into a Material Definitive Agreement. On April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”) and Sport City Cádiz S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that certain Land Lease Agreement and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and Sportech (the “Addendum”),…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01 into a Material Definitive Agreement.
On
April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”) and Sport City Cádiz
S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that certain Land Lease Agreement
and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and Sportech (the “Addendum”),
pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”)
for an initial term of three years, which may be extended for an additional two year period by mutual agreement between the Company and
Sportech. The Property is the intended site for the Company’s JP Financial Arena real estate development project. The Addendum
provides that the purchase option set forth in the Agreement may be exercised in increments over the course of the term of the Agreement,
so long as each purchase option is not for less than 100,000 square meters of the Property. Simultaneously with the execution of the
Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters
of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option.
The Board of Directors of the Company (the “Board”) and the Audit Committee of the Board each approved and ratified the
execution of the Addendum and the purchase option on April 12, 2026.
A
copy of the Addendum is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the
purchase option is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Addendum and the
purchase option.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of U.S. federal securities laws. These
forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This
forward-looking information relates to future events or future performance of Nomadar including but not limited to the final payment
by Nomadar to Sportech for the purchase of a portion of the Property pursuant to the Addendum and the purchase option. Such forward-looking
statements reflect management’s current beliefs and are based on information currently available to management. In some cases,
forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”,
“plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”,
“estimate”, “predict”, “potential”, “continue” or the negative of these terms or other
comparable terminology intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and
analyses made by the management of Nomadar in light of its experience and understanding of historical trends and current conditions and
other factors management believes are appropriate to consider, which are subject to risks and uncertainties. Although Nomadar’s
management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and actual results
may vary materially from the forward-looking information presented. Given these risks and uncertainties underlying the assumptions made,
prospective purchasers of Nomadar’s securities should not place undue reliance on these forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nomadar
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management
to predict all such factors and to assess in advance the impact of each such factor on Nomadar’s business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Potential investors should read this document with the understanding that Nomadar’s actual future results may be materially different
from what is currently anticipated. The Company cautions investors that actual results may differ materially from those anticipated and
encourages investors to review other factors that may affect its future results in the Registration Statement and other filings with
the SEC, available at www.sec.gov.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item Regulation
7.01 FD Disclosure.
On
April 14, 2026, the Company issued a press release announcing the execution of the Addendum and the purchase option (the “Press
Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this
Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections
11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01, and in the Press Release attached
as Exhibit 99.1 to this Current Report on Form 8-K, shall not be incorporated by reference into any filing with the Securities and Exchange
Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
4
ex99-1.htm
EX-99.1
Exhibit 99.1
Nomadar
Executes Binding Offer to Exercise Purchase Option for 130,000 sqm at JP Financial Arena Site, Advancing Flagship European Sports &
Entertainment Platform
Milestone
strengthens control over strategic 291,000 sqm development footprint in El Puerto de Santa María (Cádiz, Spain),
advancing a large-scale destination infrastructure asset at the intersection of global tourism, sports, and live-event economies
MARSHALL,
Texas - April 14, 2026 - Nomadar Corp. (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global sports,
tourism, and technology platform, today announced that it has signed a binding offer to execute the purchase option over approximately
130,000 square meters of land currently under a lease agreement with option to buy from Sport City Cádiz.
The
land represents a significant portion of the total 291,000 square meters included in the original agreement between the parties and marks
a critical step toward securing the full development footprint of the Company’s flagship JP Financial Arena project. Nomadar expects
to formally execute the purchase within 90 business days, in accordance with contractual terms.
This
transa…