Nomadar Corp.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
NOMA$1.16-10.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023746
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038330
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 84 current paragraphs.
48 unchanged; 19 reworded; 15 added; 14 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
Company Background
Current report
Corporate Overview
Current report
On April 9, 2026, the Company and Sportech entered into an addendum to the Lease Agreement (see Note 5). 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 and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026.
Current report
Effective May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property, whereby the Company agreed to purchase such remaining portion of the Property for €4,709,000.61 (approximately $5.49 million), plus the applicable taxes and costs, within 90 business days from the date of the purchase option.
Current report
During the three months ended June 30, 2026 we had a net loss of $439,941, compared to a net loss of $622,758 during the second quarter of 2025. The primary driver of the decrease in net loss was the increase in gross profit of $381,169, decreases in other expenses, net of $177,778 and professional fees of $199,355, partially offset by increases in general and administrative expenses of $258,116, sales and marketing expenses of $150,030 and loss on foreign currency transactions, net, of $167,339. The primary driver of the decrease in other expenses, net, was a SEPA commitment fee and structuring fee of $325,000 recorded during the three months ended June 30, 2025.
Current report
We had operating expenses of $823,142 and $447,012 during the three months ended June 30, 2026 and 2025, respectively. The increase of $376,130, or 84%, was primarily driven by the expansion of our operational activities following our direct listing including $62,029 director fees, $61,857 Nasdaq related expenses, $55,961 professional services and $66,631 of salary related expenses.
Current report
Net Loss
Current report
Revenues
Current report
Cost of Sales
Current report
We incurred costs of sales of $118,331 during the six months ended June 30, 2026 compared to $271,094 in the six months ended June 30, 2025. The decrease in cost of sales was driven primarily by the differences in the timing and volume of our training contracts.
Current report
Operating Expenses
Current report
As of June 30, 2026 we sold 175,234 shares of common stock in exchange for proceeds of $477,442, net of $162,163 of offering costs paid to the unaffiliated third-party investor in fulfillment of the first and second tranches.
Current report
For the six months ended June 30, 2025, we incurred a net loss of $914,077. Net cash provided by operating activities was $54,086, consisting of $40,000 loss from original issue discount on convertible notes payable, $32,938 change in fair value of convertible notes payable, $300,000 non-cash issuance of commitment shares in conjunction with convertible note payable, $53,827 foreign exchange gain on loan receivable, $16,240 increase in accounts receivable, $11,795 increase in interest receivable – related party, $9,122 increase in prepaid expenses, $773,751 increase in accounts payable related to professional fees and costs of sales incurred, $124,277 decrease in accrued expenses, $8,300 increase in interest payable – stockholder loan, and a $8,324 decrease in deferred revenue.
Current report
For the six months ended June 30, 2025, net cash provided by financing activities was $131,567. Net cash provided by financing activities was comprised of payments made on the stockholder loan of $324,601, payments made on deferred liability – related party of $207,604, proceeds from contributed capital issued in advance for stock payable – related party of $203,772, and proceeds from convertible notes payable of $460,000.
Removed paragraphs (14)
Previous report
Company Overview and Recent Developments
Previous report
Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, we will have the right, but not the obligation, from time to time at our 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.
Previous report
The shares of Common Stock purchased pursuant to an Advance delivered by us will be purchased at a price equal to 95% of the lowest daily volume weighted average 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.
Previous report
In connection with the SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to us 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 was disbursed on July 2, 2025 in the amount of $0.5 million with a fixed conversion price of $8.00, and the third Pre-Paid Advance was disbursed on November 4, 2025 in a principal amount of $2 million. In February 2026, the Company issued shares of Class A common stock to a third-party investor at a price equal to $3.65 per share. As a result, the conversion price of the Convertible Notes was adjusted downward to $3.65 per share
Previous report
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 is May 20, 2026. Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion price equal to $3.65, subject to the terms of the Convertible Notes.
Previous report
Beginning on October 22, 2025, and continuing on the same day of each successive month thereafter, (each, an “Installment Date”), we shall repay accrued and unpaid interest on each of the first four Installment Dates, and thereafter, we shall pay the principal amount 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, Yorkville 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 $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 our common stock.
Previous report
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.
Previous report
Under the applicable Nasdaq rules, in no event may we issue to Yorkville under the SEPA more than 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. Moreover, we may not issue or sell any shares of Common Stock to Yorkville under the SEPA 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.
Previous report
We 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 us from time to time, which may include, among other things, market conditions, the trading price of our common stock and determinations by us as to the appropriate sources of funding for our business and operations.
Previous report
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 we have paid all amounts owed to Yorkville pursuant to the Convertible Notes. We may also agree with Yorkville to terminate the SEPA by mutual written consent. Neither we 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.
Previous report
As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant the SEPA, we 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.
Previous report
In connection with the SEPA, on May 20, 2025 we entered into a registration rights agreement (the “Registration Rights Agreement”) with Yorkville. Pursuant to the Registration Rights Agreement, we 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.
Previous report
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.
Previous report
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 a stockholder loan of $21,196.
Reworded paragraphs (19)
Previous wording
The following discussion should be read together with the condensed financial statements and notes thereto appearing elsewhere in this report. References to “we,” “our,” “us,” and “Company” refer to Nomadar Corp.
Current wording
The following discussion should be read together with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this report. References to “we,” “our,” “us,” and “Company” refer to Nomadar Corp.
Previous wording
On January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into the training programs and we agreed to provide training and related services to these players. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through March 31, 2026 relates to our formation and our direct listing, transactions entered into to consummate the direct listing, and our efforts to execute our various license and fundraising agreements further described herein. On October 31, 2025 we completed our direct listing on the Nasdaq Capital Market under the ticker symbol “NOMA”.
Current wording
On January 12, 2025, we entered into an agreement with EJB, whereby EJB agreed to enroll players into the training programs and we agreed to provide training and related services to these players. Other than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through our direct listing relates to our formation and our direct listing, transactions entered into to consummate the direct listing, and our efforts to execute our various license and fundraising agreements further described herein. On October 31, 2025 we completed our direct listing on the Nasdaq Capital Market under the ticker symbol “NOMA”.
Previous wording
On November 17, 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease Agreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. We intend to construct Sportech City on the Property. 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 capacity for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court. As of March 31, 2026 we have paid deposits with respect to the lease agreement of $8,202,381, which will be applied to the purchase option once executed.
Current wording
On November 17, 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the Lease Agreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease Agreement, which may be extended for an additional two year period by mutual agreement between the Company and Sportech. We intend to construct Sportech City on the Property. 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 capacity for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic, gym & spa, and food court.
Previous wording
On May 20, 2025, we entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which we have the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of our 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 our option, and we are 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.
Current wording
On May 20, 2025, we entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, LTD. (“Yorkville”), a Cayman Islands exempt limited company, pursuant to which we have the right to sell to Yorkville up to $30.0 million (the “Commitment Amount”) of our 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 our option, and we are under no obligation to sell any shares of Class A common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville.
Previous wording
Results of Operations for the Three months Ended March 31, 2026
Current wording
Results of Operations for the three months Ended June 30, 2026 and 2025
Previous wording
We incurred costs of sales of $47,856 during the three months ended March 31, 2026 compared to $176,388 in the three months ended March 31, 2025. The decrease in cost of sales was driven primarily by a decrease in HPT training services provided.
Current wording
We incurred costs of sales of $70,475 during the three months ended June 30, 2026, compared to $94,706 in the three months ended June 30, 2025. The decrease in cost of sales was driven primarily by the differences in the timing and volume of our training contracts.
Previous wording
During the first quarter of 2026 we had a net loss of $1,586,954 compared to a net loss of $291,319 during the first quarter of 2025. The primary driver of the increase in net loss was the increased non-cash loss from change in fair value of the convertible notes payable of $621,207 recorded within other expense. Additionally, our net loss increased due to an increase in operating expenses of $837,889.
Current wording
During the six months ended June 30, 2026 we had a net loss of $2,026,895 compared to a net loss of $914,077 during the six months ended June 30, 2025. The primary driver of the increase in net loss was the increased non-cash loss from change in fair value of the convertible notes payable of $836,024 recorded within other expense. Additionally, our net loss increased due to an increase in operating expenses of $1,214,019 offset by $726,564 increase in gross profit.
Previous wording
We earned revenue of $403,800 during the three months ended March 31, 2026 compared to $186,937 in the three months ended March 31, 2025. The increase in revenue is mainly attributable to the commencement of our educational services offering through which we provide training initiatives in digital competencies aimed at professional sports and their business management. We recognized educational services revenue of $253,725 during the three months ended March 31, 2026. Additionally, during the first quarter of 2026 we recognized $52,500 of revenue from our Mágico González brand. Lastly, during the first quarter of 2026 we recognized $48,739 of revenue by licensing the naming rights to our Sportech City facility project. The increases in revenue were offset by a decrease of $138,101 in HPT training revenue due to differences in the timing and volume of our training contracts.
Current wording
We earned revenue of $1,073,371 during the six months ended June 30, 2026 compared to $499,570 in the six months ended June 30, 2025. The increase in revenue is mainly attributable to the commencement of our educational services through which we provide training initiatives in digital competencies aimed at professional sports and their business management. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. We recognized educational services revenue of $675,291 during the six months ended June 30, 2026. Additionally, during the first six months of 2026, we recognized $52,500 of revenue from our Mágico González brand compared to $0 recognized during the first six months of 2025. Lastly, during the first six months of 2026, we recognized $194,956 of revenue by licensing the naming rights to our Sportech City facility project compared to $0 recognized during the first six months of 2025. During the six months ended June 30, 2026 the Company recognized revenue related to the programs held under the HPT Agreement of $150,624 as opposed to $321,082 of revenues recognized during the six months ended June 30, 2025.
Previous wording
We had operating expenses of $1,134,709 and $296,820 during the three months ended March 31, 2026 and 2025, respectively. The increase of $837,889, or 282%, was driven by the expansion of our operational activities following our direct listing, an increase in professional fees of $305,303 and by the increase in our sales and marketing expenses of $48,333.
Current wording
We had operating expenses of $1,957,851 and $743,832 during the six months ended June 30, 2026 and 2025, respectively. The increase of $1,214,019 or 163%, was driven by the expansion of our operational activities following our direct listing, an increase in professional fees of $105,948 and by the increase in our sales and marketing expenses of $198,363.
Previous wording
As of March 31, 2026, we had $1,962,060 in cash and a working capital deficit of $4,733,516. We have incurred an operating loss for the three months ended March 31, 2026 of $778,765, and had cash outflow from operations of $180,699. As of March 31, 2026, we had an accumulated deficit of $5,766,825. Further, we expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year after the date of this filing.
Current wording
As of June 30, 2026, we had $438,578 in cash and working capital of $641,187. We have incurred an operating loss for the six months ended June 30, 2026 of $2,026,895, and had cash outflow from operations of $756,691. As of June 30, 2026, we had an accumulated deficit of $6,206,766. Further, we expect to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise substantial doubt about our ability to continue as a going concern for a period of one year after the date of this filing.
Previous wording
Our plans to address this uncertainty include obtaining future debt and equity financings. In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027. As of the issuance date of these financial statements, the Company received the full $10 million in funding under the agreement with Sportech. On March 27, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $1.74 million of our class A common stock.
Current wording
Our plans to address this uncertainty include obtaining future debt and equity financings. On March 27, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $1.74 million of our Class A common stock. Effective July 19, 2026, we entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and we agreed to sell, up to $2.28 million of the Company’s Class A common stock.
Previous wording
Unless it is extended at the discretion of the holder, the maturity date of the Convertible Notes issued in connection with each Pre-Paid Advance is May 20, 2026. Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion price equal to $3.65, subject to the terms of the Convertible Notes.
Current wording
Unless it is extended at the discretion of the holder, the maturity date of the Convertible Notes issued in connection with each Pre-Paid Advance is extended to October 10, 2026. Yorkville may convert the Convertible Notes into shares of our common stock at any time at a fixed conversion price equal to $3.65, subject to the terms of the Convertible Notes.
Previous wording
The following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities, for the three months ended March 31, 2026 and 2025, respectively.
Current wording
The following table presents the major components of net cash flows used in and provided by operating, investing, and financing activities for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
For the three months ended March 31, 2026, we incurred a net loss of 1,586,954. Net cash used in operating activities was $180,699, consisting of $621,207 change in fair value of convertible notes payable, $97,971 amortization of the loan receivable premium, $152,126 foreign exchange loss on loan receivable, $156,940 foreign exchange loss on related party finance lease, $125,529 accretion of deferred liability – related party, $29,708 of interest on finance lease liability, and changes in operating assets and liabilities included a $389,035 increase in accounts receivable, $69,363 increase in interest receivable – related party, $115,357 increase in prepaid expenses and other current assets, $101,957 increase in accounts payable, $492,701 increase in accrued expenses, $156,863 decrease in direct listing fees payable, $65,129 increase in due to related party, and a $607,485 increase in deferred revenue. The increase in net loss is primarily due to the change in fair value of the convertible note payable.
Current wording
For the six months ended June 30, 2026, we incurred a net loss of $2,026,895. Net cash used in operating activities was $756,691, consisting of $868,962 change in fair value of convertible notes payable, $197,031 amortization of the loan receivable premium, $205,889 foreign exchange loss on loan receivable, $136,607 foreign exchange gain on related party finance lease, $125,529 accretion of deferred liability – related party, $47,024 of interest on finance lease liability, and changes in operating assets and liabilities included a $105,128 increase in accounts receivable, $115,372 increase in interest receivable – related party, $486,103 increase in prepaid expenses, $48,299 decrease in accounts payable, $264,702 increase in accrued expenses, $320,000 decrease in direct listing fees payable, $251,344 increase in due to (from) related party, and a $511,526 increase in deferred revenue. The increase in net loss is primarily due to the change in fair value of the convertible note payable.
Previous wording
For the three months ended March 31, 2026, net cash provided by investing activities was $2,125,333. Net cash provided by investing activities was comprised of proceeds from the related party loan receivable of $2,628,223 offset by $500,000 payments in connection with an agreement with an investor and $2,890 for the purchase of equipment.
Current wording
For the six months ended June 30, 2026, net cash provided by investing activities was $806,536. Net cash provided by investing activities was comprised of proceeds from the related party loan receivable of $3,572,502 offset by $2,000,000 payments in connection with an agreement with an investor, investment in development of land and construction project of $761,994 and $3,972 for the purchase of equipment.
Previous wording
There were no investing activities during the three months ended March 31, 2025.
Current wording
There were no investing activities during the six months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, net cash used by financing activities was $60,737. Net cash used by financing activities was comprised of proceeds from issuance of common stock pursuant to subscription agreement of $1,938,257 and $3,770,278 of proceeds from issuance of common stock pursuant to a capital contribution agreement, offset by $41,964 of payments towards the finance lease, $4,934,912 of payments toward purchase option of related party finance lease, and $792,396 of payments toward the related party deferred liability.
Current wording
For the six months ended June 30, 2026, net cash provided by financing activities was $310,570. Net cash provided by financing activities was comprised of proceeds from issuance of common stock pursuant to subscription agreement of $2,415,699 and $5,405,418 of proceeds from issuance of common stock pursuant to a capital contribution agreement, offset by $70,071 of payments towards the finance lease, $6,648,080 of payments toward purchase option of related party finance lease, and $792,396 of payments toward the related party deferred liability.
Previous wording
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note 2 to our audited annual financial statements included in the 2025 Form 10-K.
Current wording
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note 2 to our audited annual financial statements included in the 2025 Annual Report.
Previous wording
Other than the Revenue Recognition policy shown in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q, there have been no significant changes in our critical accounting policies during the three months ending March 31, 2026 as compared with those previously disclosed in the 2025 Form 10-K.
Current wording
Other than the Revenue Recognition policy shown in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q, there have been no significant changes in our critical accounting policies during the six months ended June 30, 2026 as compared with those previously disclosed in the 2025 Annual Report.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
We earned revenue of $669,571 during the three months ended June 30, 2026, compared to $312,633 in the three months ended June 30, 2025. The increase in revenue is mainly attributable to the commencement of our educational services through which we provide training initiatives in digital competencies aimed at professional sports and their business management as well as $146,217 of revenue by licensing the naming rights to our Sportech Project.
Current report — wording carried from elsewhere
Results of Operations for the six months Ended June 30, 2026 and 2025