Nomadar Corp.

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Nomadar Corp. (the “Company” or “Nomadar”), is a Delaware Corporation and was organized on August 8, 2023. Previously known as Sportech City USA Corp, Nomadar is majority owned by Sport City Cádiz, S.L. (“Sport City” or “Sportech”). The Company is a sport technology business that is currently planning to operate sport technology platforms and is currently planning to offer consulting services in addition to the planned construction and subsequent operation of a multi-purpose event center. The Company offers an educational high performance training (“HPT”) program for young athletes to assimilate into elite soccer programs. The Company is currently planning to operate soccer academies in the United States and Europe as well. The Company’s target market includes professional sports teams, athletes, coaches, and recreational sports enthusiasts.

The Company generates revenue through its High Performance Training Program and events management at the JP Financial Estadio (“JP Financial Stadium”).

On May 14, 2026, the Company purchased two subsidiaries from Sport City. These two subsidiaries were incorporated under the laws of Spain and currently do not have any activity. The Company intends to organize the HPT training and the Sportech Project activities through each one of these two entities.

The Company engaged in limited operations until 2025 when the Company began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On October 31, 2025 the Company completed the direct listing of its Class A common stock (the “Direct Listing”). Substantially all activity for the period from August 8, 2023 (inception) through October 31, 2025 related to the Company’s formation and the registered direct listing, as well as the Company’s efforts to execute the exclusive license agreements further described in Note 3.

Going Concern

As of June 30, 2026, the Company had $438,578 in cash and a working capital of $641,187. The Company has incurred an operating loss of $2,026,895 during the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $6,206,766. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these unaudited condensed consolidated financial statements are available to be issued.

The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company’s ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company’s ability to generate profit from future sales and positive operating cash flows, which is not assured.

The Company’s plans to address this uncertainty include obtaining future debt and equity financings. On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $1.74 million of the Company’s Class A common stock, of which $1.46 million of the Company’s Class A common stock is available to purchase and sell. Effective July 19, 2026, the Company entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $2.28 million of the Company’s Class A common stock. In July 2026, the Company received $570,948 in respect to this agreement (see Note 11), and the remaining $1.71 million of the Company’s Class A common stock is available to purchase and sell.

Lastly, the Company entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party may purchase up to $30 million of the Company’s Class A common stock, including funding a prepaid advance of $3 million, which was funded in six separate transactions during 2025. There is no assurance that the Company’s plans to raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures to align with cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through alternative debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management’s plans cannot be considered probable and thus do not alleviate the substantial doubt about the Company’s ability to continue as a going concern.

These accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for the interim financial reporting period and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and on the same basis as the Company prepares its annual audited financial statements. Pursuant to these rules and regulations, they do not include all information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the Company’s consolidated financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that might be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2025. The unaudited condensed balance sheet as of December 31, 2025 has been derived from the audited financial statements of the Company, but does not include all of the disclosures required by GAAP.

During the six months ended June 30, 2026, there were no changes to the Company’s significant accounting policies as described in the Company’s audited financial statements as of and for the year ended December 31, 2025, included in the Annual Report on Form 10-K as filed on March 31, 2026, except as described below.

Property and Equipment

Equipment is stated at cost, less accumulated depreciation. Land is recorded at cost and is not depreciated given its indefinite useful life. Equipment depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets which is estimated at 3 years. Construction in progress is not depreciated while the related asset is under development. Depreciation will begin when the depreciable asset is substantially complete and ready for its intended use.

Revenue Recognition

Overview

In accordance with 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

In August 2024, the Company entered into the HPT License Agreement with Cádiz Club de Fútbol, S.A.D. (“Cádiz CF”), granting Nomadar the exclusive rights to the High Performance Training Program, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. Under this licensing agreement, the Company enters into contracts with third-party fútbol academies which select certain players from their own program to be trained by Nomadar under the HPT experience. Revenues generated through the Nomadar HPT are derived from the players participating in the program. Each customer pays a monthly or per session fee to the Company based on the number of athletes admitted into the program. Nomadar is responsible for providing the athletes with housing and board, access to education, high-level training including individual technical training, official training kits, and full immersion into the La Liga fútbol club experience.

The Company concluded that the services provided under the HPT program contracts represent a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer. Accordingly, the Company recognizes revenue for the related services as such distinct services are performed over time.

During the three months ended June 30, 2026 and 2025, the Company recognized revenue of $101,788 and $134,145, respectively, related to its HPT program.

During the six months ended June 30, 2026 and 2025, the Company recognized revenue of $150,624 and $321,082, respectively, related to its HPT program.

The Company recorded deferred revenue of $111,473 and $31,232 related to the HPT program as of June 30, 2026 and December 31, 2025, respectively.

Stadium Events

On October 30, 2024, the Company and Cádiz CF entered into an agreement (the “Stadium Agreement”), pursuant to which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use the JP Financial Estadio (“JP Financial Stadium”). The Company has engaged third-party event coordinators to host events at JP Financial Stadium. Under these contracts, the Company is responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements needed for the execution of the event. These contracts include a non-refundable up-front fee due at the closing of the contract as well as variable consideration in the form of a percentage of ticket sales earned by the event coordinator. Pursuant to the Stadium Agreement, the Company has agreed to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has a term of ten (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.

Deferred revenue balances associated with stadium events consist of the up-front fee paid to the Company at the time of closing of the contract. Deferred revenue is recognized in revenue upon occurrence of the event. As of June 30, 2026 and December 31, 2025, all of the Company’s deferred revenue attributable to stadium events were reported as current liabilities in the accompanying unaudited condensed consolidated balance sheet in the amount of $174,703 and $104,822, respectively. The Company did not recognize any revenue related to the hosting of stadium events during the six months ended June 30, 2026 or 2025.

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable, because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Naming Rights

On March 13, 2026, the Company ratified an Assignment Agreement of Naming Rights (the “Naming Rights Agreement”) with JP Financial 2024, S.L. (“JP Financial” or the “Sponsor”), and Cádiz CF appearing solely for purposes of authorizing certain image and advertising rights. Pursuant to the Naming Rights Agreement, the Company has assigned to JP Financial the exclusive commercial naming rights to the future venue (the “Venue”) to be developed within the Company’s urban and business development known as “Sportech City Cádiz” (the “Project”). The Venue will be commercially identified with the designation “JP Financial Arena Bahía de Cádiz”. As of the date of the Agreement, the Venue has not yet been constructed and currently consists of a plot of land integrated within the scope of the Project. The assignment includes the right to use the designated name and to associate the JP Financial brand with the Project, the Venue, and its activity in communications, advertising media, marketing actions, and activations linked to its development.

The Naming Rights Agreement has an initial term offive years, commencing on March 3, 2026, following ratification on March 13, 2026. As consideration for the rights assigned, JP Financial will pay the Company €500,000 per year, plus applicable indirect taxes, due annually on each anniversary of the Agreement. The Company recognizes revenue from naming rights ratably over the term of the agreement as benefits are provided to the Sponsor. The Company recognized revenue of $146,217 during the three months ended June 30, 2026. The Company recognized revenue of $194,956 during the six months ended June 30, 2026. As of June 30, 2026, the Company recorded deferred revenue of $389,908 relating to the Naming Rights Agreement.

Educational Services

During the six months ended June 30, 2026, the Company commenced its educational service offering. Through this offering, the Company: 1) provides training initiatives in digital competencies aimed at professional sports and their business management, and 2) designs, develops, and implements an online digital content platform for the delivery of the training initiatives. The Company recognized $421,566 of educational services revenue during the three months ended June 30, 2026. The Company recognized $675,291 of educational services revenue during the six months ended June 30, 2026.

Mágico González Brand Revenue

In August 2024, the Company entered into an exclusive licensing agreements with Cádiz CF related to the brand Mágico González (the “Mágico González Agreement”). See Note 3 and Note 4 for more information related to the Mágico González Agreement.

During the fourth quarter of 2025 the Company entered into a contract with a customer for the production of a film that used the brand Mágico González. Pursuant to the contract the customer agreed to pay the Company $70,000 as consideration for the brand rights as well as granted the Company the right to 15% of the worldwide net profits from the film. During the three and six months ended June 30, 2026, the Company recognized $52,500 of Mágico González brand revenue*.* As of June 30, 2026 and December 31, 2025, the Company recorded $0 and $28,504 of deferred revenue relating to the Mágico González brand, respectively.

Net Loss Per Common Share

The Company accounts for earnings or loss per share pursuant to ASC 260, “Earnings per Share,” which requires disclosure on the financial statements of “basic” and “diluted” earnings or loss per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalent, if dilutive. Potentially dilutive securities are excluded from the computation of diluted net loss per share when the effect of their inclusion would be anti-dilutive. For all periods presented, basic and diluted net loss per share are the same, as any additional share equivalents would be anti-dilutive. As the Company has reported a net loss for all periods presented, diluted net loss per common share is the same as basic net loss per common share.

The following outstanding potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

Recent Accounting Standards

The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”), which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements.

NOTE 3. COMMITMENTS AND CONTINGENCIES

Exclusive License Agreements With Related Party

In August 2024, the Company entered into two exclusive licensing agreements with Cádiz CF S.A.D (“Cádiz CF”), one related to HPT activities and one related to the brand Mágico González, the “HPT Agreement” and the “Mágico González Agreement,” respectively. Each contract has a term of twenty years, and can be terminated under mutual agreement between both Cádiz CF and Nomadar, or through a breach of the contract terms.

Pursuant to the HPT Agreement, the Company will pay a royalty equivalent to 15% of the net sales, defined as sales revenue less cost of goods sold, obtained as remuneration for the use of the HPT know-how regulated under the agreement. During the six months ended June 30, 2026 and 2025, the Company recorded royalty fees under the HPT Agreement in the amount of $5,449 and $7,904, respectively, within cost of sales on the accompanying unaudited condensed consolidated statements of operations. During the three months ended June 30, 2026 and 2025, the Company recorded royalty fees under the HPT Agreement in the amount of $3,996 and $7,904, respectively.

Pursuant to the Mágico González Agreement, the Company will pay a royalty equivalent to 15% of the net sales obtained as remuneration for the transfer of the trademark use regulated under the agreement. Payment will be made within thirty days of the fiscal year end. For more information on the licensing agreements, see Note 4.

Litigation

The Company may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. The Company cannot predict the final disposition of such proceedings. If legal matters arise the Company reviews them and records a provision for claims considered probable of loss and for which such loss is estimable.

NOTE 4. RELATED PARTY TRANSACTIONS

Loan Receivable – Related Party, Denominated in Euros

On June 12, 2025, the Company entered into an agreement (the “Assignment Agreement”) with Cádiz CF for the assignment of a participative loan agreement (the “Participative Loan”) to the Company. The Participative Loan was previously held between Cádiz CF and Sportech. Pursuant to the Assignment Agreement, the Company became the new lender and Sportech remained as the borrower.

The Participative Loan is denominated in Euros (€) and had an outstanding principal balance of €6.8 million at the time of assignment, which was approximately $7.9 million USD based on the exchange rate on the assignment date. The Participative Loan is due on February 23, 2027 and carries a fixed interest rate of 3% per annum, plus a variable interest rate equivalent to 1.5% of the EBITDA of the previously completed fiscal year of the borrower. Interest earned on the Participative Loan is payable upon maturity.

The Company acquired the Participative Loan through a non-monetary exchange, which was accounted for at fair value in accordance with ASC 845 and ASC 820. The fair value of the Participative Loan was determined to be $8,711,035, which equals the aggregate fair value of the consideration transferred. The difference between the fair value of the Participative Loan and its outstanding principal balance was recognized as a premium of $787,675. The premium is being amortized over the term of the Participative Loan.

In exchange for the Participative Loan, the Company issued 750,000 shares of Class A common stock and agreed to a deferred cash payment of $1,000,000, due within 24 months. The shares of Class A common stock had a fair value of $7,884,589. The deferred payment was initially recorded at its present value of $826,446 and an original issue discount of $173,554. The deferred payment is being accreted monthly and is presented as deferred liability – related party on the accompanying unaudited condensed consolidated balance sheet at December 31, 2025.

During the six months ended June 30, 2026 the Company repaid $792,396 of the deferred payment, representing the remaining liability at the time of repayment. As a result, the Company fully accreted the remaining discount on the deferred liability.

For the three and six months ended June 30, 2026, the Company recorded $0 and $125,529 of accretion expense, respectively, relating to the deferred payment. The accretion expense is presented as a component of interest expense in the accompanying unaudited condensed consolidated statements of operations.

Because the Participative Loan is denominated in Euros, its carrying value is remeasured at each reporting period using the applicable exchange rate. For the three months ended June 30, 2026 and 2025, the Company recognized a loss on foreign currency remeasurement of $53,762 and $53,827, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized a loss on foreign currency remeasurement of $205,889 and $53,827, respectively. The loss on foreign currency remeasurement of the Participative Loan is presented in gain (loss) on foreign currency transactions, net in the accompanying unaudited condensed consolidated statements of operations.

The Company recognized interest income – related party of $32,509 and $11,795 during the three months ended June 30, 2026 and 2025, and $88,372 and $11,795 during the six months ended June 30, 2026 and 2025, respectively, related to the fixed interest rate on the Participative Loan in the accompanying unaudited condensed consolidated statement of operations. During the six months ended June 30, 2026 the Company received $3,572,502 of principal repayments related to the Participative Loan. As of June 30, 2026, the Participative Loan had a remaining principal balance of approximately €3.7 million.

Receivable From Agreement with Investor

On March 4, 2026, the Company and Make A Mark Events SRL (the “Media Firm”) agreed to a remunerated private investment agreement and advertising partnership agreement (the “Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant to the Media Firm Agreement, the Company paid $500,000 in connection with an advertising campaign for various clients managed through the Media Firm and its affiliated media operations. The $500,000 is repayable within thirty days, is renewable for additional thirty day periods up to one year, and earns a return at a rate 2.7% every thirty days.

On March 30, 2026, the Company and the Media Firm agreed to a remunerated private investment agreement and advertising partnership agreement (the “Second Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant to the Second Media Firm Agreement, the Company paid $500,000 in connection with an advertising campaign for various clients managed through the Media Firm and its affiliated media operations. The $500,000 is repayable within thirty days, is renewable for additional thirty day periods up to one year, and earns a return at a rate 2.7% every thirty days.

On May 25, 2026, the Company and the Media Firm agreed to a remunerated private investment agreement and advertising partnership agreement (the “Third Media Firm Agreement”). The Media Firm is owned by an investor in Nomadar. Pursuant to the Third Media Firm Agreement, the Company paid $1,000,000 in connection with an advertising campaign for various clients managed through the Media Firm and its affiliated media operations. The $1,000,000 is repayable within thirty days, is renewable for additional thirty day periods up to one year, and earns a return at a rate 2.7% every thirty days.

The Media Firm Agreement, Second Media Firm Agreement and Third Media Firm Agreement (collectively “Media Firm Agreements”) are guaranteed with certain contracts between the Media Firm and the Media Firm’s clients. Further, they are also guaranteed, jointly and severally, by the investor, the Media Firm, and Make Mark LLC.

During the three and six months ended June 30, 2026, the Company recognized interest income of $121,500 and $135,000, respectively, in interest income – related party. As of June 30, 2026, the Company recognized a receivable from the Media Firm and associated interest receivable of $2,000,000 and $27,000, respectively. See Note 11 for more information.

Stockholder Loan

On September 1, 2023, the Company entered into a line of credit (the “stockholder loan”) with Sportech. The aggregate outstanding borrowings under the agreement, as amended, with Sportech will not exceed $1,000,000 and will maintain an interest rate of 4.19%. There were no upfront fees or commitment fees paid by the Company in connection with the line of credit agreement. Individual draws and repayments are planned to be transacted in U.S. Dollars (“USD”).

During the six months ended June 30, 2026, the Company drew and repaid $0 on the stockholder loan. During the six months ended June 30, 2025, the Company drew and repaid $0 and $324,601 on the stockholder loan, respectively. The stockholder loan is carried at cost until repayment and has a maturity date of December 31, 2029. The Company incurred $0 and $3,370 of interest expense during the three months ended June 30, 2026 and 2025, and $0 and $8,418 of interest expense during the six months ended June 30, 2026 and 2025, respectively, in connection with interest due on the stockholder loan. The total amount of interest due is $0 as of June 30, 2026 and December 31, 2025. The balance of the stockholder loan was $0 as of June 30, 2026 and December 31, 2025.

Exclusive License Agreements

Pursuant to the HPT Agreement, the Company has planned and developed the HPT program in collaboration with Cádiz CF which provides the opportunity for youth fútbol players to become immersed in La Liga fútbol club where they receive access to training methods and coaching. Cádiz CF declares to be the holder of the know-how and practical knowledge necessary for the standardized development of the HPT program. Through the licensing agreement, Cádiz CF grants the Company the right to use the HPT know-how as described in Note 2. During the three months ended June 30, 2026 and 2025, the Company recognized revenue of $101,788 and $134,145, respectively, related to the programs held under the HPT Agreement. During the six months ended June 30, 2026 and 2025, the Company recognized revenue of $150,624 and $321,082, respectively, related to the programs held under the HPT Agreement. During the three months ended June 30, 2026 and 2025, the Company incurred expenses of $48,767 and $91,799, respectively, related to the programs held under the HPT Agreement. During the six months ended June 30, 2026 and 2025, the Company incurred expenses of $62,797 and $233,513, respectively, related to the programs held under the HPT Agreement.

Capital Contribution and Subscription Agreements

Prior to the Mágico González Agreement, Cádiz CF exclusively owned and had the right to manage the brand rights derived from the nickname by which the former fútbol player Mr. González Barillas is internationally known, “Mágico González,” and also owns the Spanish trademark, “Mágico González.” Pursuant to the Mágico González Agreement, the Company is granted the right to use the trademark exclusively for the following products and services: sports and non-sports clothing, sports equipment, nonalcoholic beverages, stationery products, merchandising products, household items, exploitation of bars and restaurants, sports events, cultural and musical events, and for commercial, advertising, and any other activities related to the Company’s business worldwide except in Spain. The initial term of the Mágico González Agreement is twenty years from the effective date of the contract. The Company recognized revenue of $52,500 during the three and six months ended June 30, 2026 due to the Mágico González Agreement.

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, in each case conditioned on the then-current listing of the Company on a U.S. national stock exchange.

On each funding date, in consideration for the cash contribution on such funding date, the Company will issue to Sportech a number of shares of common stock, calculated based on the current trading price of our common stock, pursuant to the applicable rules of the exchange. During the year ended December 31, 2025, the Company received $2,261,175 in capital contributions and issued 260,433 shares of common stock to Sportech. During the first quarter of 2026, the Company received $1,938,257 in capital contributions and issued 415,935 shares of common stock to Sportech. There were no additional contributions made during the three months ended June 30, 2026.

On February 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $5.4 million of the Company’s Class A common stock, in one or more closings, at a price per share equal to $3.65, representing the issuance of up to 1,480,937 shares of no addition common stock, in six separate tranches. On March 3, 2026, the Company closed the first tranche of the offering, and issued 584,969 shares of common stock to the investor at the per share purchase price. The second tranche of the offering closed on March 30, 2026, and the Company issued 447,983 shares to the investor as a result. Through the first and second tranche, the Company received proceeds of approximately $3.8 million. The third tranche of the offering closed on May 7, 2026, whereby the Company issued 447,983 shares of common stock in exchange for approximately $1.6 million. This investor was brought to the Company by Sportech as part of the fulfillment of the terms of the capital contribution agreement, and as a result, this agreement was fully fulfilled as of June 30, 2026.

On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $1.738 million of the Company’s Class A common stock at a price per share equal to $3.65, representing the issuance of up to 476,384 shares of common stock, in seven separate tranches. This investor was brought to the Company by Sportech as part of the fulfillment of the terms of the capital contribution agreement. The first tranche was executed on May 11, 2026 and the second tranche was executed on June 3, 2026. The Company issued 175,234 shares of common stock in exchange for $477,442, which is net of $162,163 offering costs paid to the unaffiliated third-party investor.

Stadium Agreement

The Company entered into the Stadium Agreement with Cádiz CF whereby Cádiz CF granted the Company with temporary, non-exclusive rights to use the JP Financial Stadium and organize events to be held at the Stadium. The Stadium Agreement has a duration of ten years and may be extended for additional periods upon agreement of the parties. Refer to Note 2. for information related to the recognition of revenue earned pursuant to the Stadium Agreement.

NOTE 5. FINANCE LEASE – RELATED PARTY, DENOMINATED IN EUROS

In November 2025, the Company entered into a land lease agreement and purchase option (the “Lease Agreement”) with Sportech, pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de Santa María, Spain (the “Property”) for an initial term of six 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 Sportech City project, which would include the JP Financial Stadium.

The Lease Agreement required the Company to pay monthly payments of €12,000 over the lease term. The Lease Agreement also contained a purchase option which could be exercised for either 1) the entirety of the Property at a price of €29.17 per square meter, or 2) at least 100,000 square meters of the Property at a price of €29.17 per square meter. As of the lease inception date, the Company had prepaid $2,643,498 toward the purchase option. Following the lease inception date and through June 30, 2026, the Company paid an additional $7,272,051 toward the purchase option. The Company had classified this lease as a finance lease.

On April 9, 2026, the Company entered into an addendum to the Lease Agreement which provided 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. Effective May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property for €4,709,000 (approximately $5.49 million), plus the applicable taxes and costs, within 90 business days from the date of the purchase option.

During the six months ended June 30, 2026 the Company paid the required amount in full, in respect to the purchase option of the finance lease. In addition, the Company purchased construction in progress costs from Sportech in the amount of $761,994, which have been capitalized as part of Property and equipment, net, on the accompanying the unaudited condensed consolidated balance sheets.

As of June 30, 2026, as a result of the exercise of the Purchase Option, the amounts paid per the agreement of €8,501,000 ($10.1 million) are presented as the cost of the land as a component of property and equipment, and the finance lease right of use asset and associated lease liability were reduced to $0.

NOTE 6. DIRECT LISTING FEES

In October 2025, the Company completed the direct listing of its common stock on the NASDAQ stock exchange. In relation to the direct listing, the Company engaged a financial advisor to perform certain financial services for the Company. As a result, the Company agreed to issue the financial advisor common stock with an aggregate value of $250,000 and cash payments totaling $1,072,200. The cash payments consist of a $272,200 payment due by December 15, 2025, and five quarterly payments of $160,000 due beginning on March 30, 2026.

In October 2025, the Company issued 11,905 shares of common stock to the financial advisor in satisfaction of $250,000 of common stock owed. The Company recorded the remaining $800,000 due to the financial advisor at present value, resulting in liability of $754,154 presented as direct listing fees payable on the accompanying balance sheet as of December 31, 2025. During the six months ended June 30, 2026, the Company made payments of $320,000 and recognized accretion of direct listing fee discount of $9,350 as a result of the direct listing fees payable.

Future payments owed to the financial advisor for direct listing services as of June 30, 2026, are as follows:

NOTE 7. FAIR VALUE MEASUREMENT

Yorkville Convertible Notes Payable

The Company follows the guidance in ASC 820 Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Yorkville convertible notes payable represents a Level 3 measurement. See Note 8 for information relating to the Yorkville convertible notes payable.

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The measurement of fair value of the Yorkville convertible notes payable at December 31, 2025 was determined utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price, term, volatility, risk-free rate, and probability of optional redemption). The Company presented the Yorkville Notes at fair value at June 30, 2026, which is driven by the expected cash payment at maturity. Refer to Note 8 for further details.

For the six months ended June 30, 2026, the Company recognized a loss of approximately $868,962 resulting from changes in the fair value of the Yorkville convertible notes payable.

The following table sets forth a summary of the changes in the fair value of the Yorkville convertible notes payable, which is a Level 3 financial liability measured at fair value on a recurring basis:

NOTE 8. CONVERTIBLE NOTES PAYABLE

Convertible Notes Payable (Yorkville)

On May 22, 2025, in connection with and pursuant to the terms of the Standby Equity Purchase Agreement (the “SEPA”) with Yorkville, (see Note 9 for further details), Yorkville agreed to advance to the Company, in exchange for convertible notes payable, an aggregate principal amount of up to $3,000,000, $500,000 of which was funded at the Closing in exchange for the issuance by the Company of a Convertible Note Payable (the “Yorkville Convertible Note #1”); $500,000 of which was funded on July 2, 2025 in exchange for the issuance of a Convertible Note Payable (the “Yorkville Convertible Note #2”); and $2,000,000 which was funded on November 4, 2025.

The Company received net proceeds of $460,000 after a non-cash original issue discount of $40,000 during the six months ended June 30, 2025 as a result of Yorkville Convertible Note #1. The Company received additional net proceeds of $460,000 after a non-cash original issue discount of $40,000 during the three months ended September 30, 2025 as a result of Yorkville Convertible Note #2. Lastly, the Company received additional net proceeds of $1,840,000 after a non-cash original issue discount of $160,000 during the six months ended December 31, 2025 as a result of Yorkville Convertible Note #3. The original issuance discounts were expensed immediately upon the receipt of the proceeds.

On March 3, 2026, Yorkville converted $150,000 of principal and $19,945 of accrued interest of Convertible Notes, for a total conversion amount of $169,945, into 44,750 shares of Class A common stock. On March 16, 2026, Yorkville converted $200,000 of principal and $31,912 of accrued interest of Convertible Notes, for a total conversion amount of $231,912, into 63,537 shares of Class A common stock.

On April 24, 2026 Yorkville converted $200,000 of principal and $10,258 of accrued interest of Convertible Notes, for a total conversion amount of $210,258, into 57,604 shares of Class A common stock. On June 30, 2026, Yorkville converted $100,000 of principal and $14,684 of accrued interest of Convertible Notes, for a total conversion amount of $114,684, into 36,582 shares of Class A common stock.

On November 18, 2025, Yorkville converted $250,000 of principal of Yorkville Convertible Note #3 and accrued interest of $8,767, into 32,345 shares of common stock. On December 2, 2025, Yorkville converted an additional $350,000 of note principal of Yorkville Convertible Note #3 and accrued interest of $12,603, into 45,325 shares of common stock. As of December 31, 2025, the principal amount outstanding under the Yorkville Notes was $2,400,000.

Yorkville Convertible Note #1, Yorkville Convertible Note #2, and Yorkville Convertible Note #3 (together the “Yorkville Notes”) had an original maturity date of May 20, 2026, and accrue interest at 8% per annum, subject to an increase to 18% per annum upon an event of default. The Company did not make the repayments when scheduled. On July 10, 2026, the Company and Yorkville entered into a waiver and amendment to the Yorkville Notes under which the Company will pay a $50,000 waiver fee and the maturity date was extended to October 10, 2026.

Yorkville, in its sole discretion and provided that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at a purchase price equal to the Conversion Price as determined in accordance with the Convertible Note in consideration of an offset of amounts owed under the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville Advance, provided that the number of shares issued does not cause Yorkville to exceed the 4.99% ownership limitation, and does not exceed the Exchange Cap or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.

Additionally, Yorkville has the right to convert any portion of the outstanding principal under the Yorkville Notes into shares of Class A common stock at any time, subject to certain limitations. The number of shares issuable upon conversion is equal to the amount of principal to be converted (as specified by Yorkville) divided by the applicable Conversion Price, which may be either:

Yorkville will not have the right to convert any portion of the principal to the extent that, after giving effect to such conversion, Yorkville would beneficially own more than 4.99% of the total number of shares of Class A common stock outstanding immediately after such conversion.

Each Convertible Note provides that the conversion price of each Convertible Note shall be adjusted if the Company issues shares of Class A common stock at a price less than $8.00. In February 2026, the Company issued shares of Class A common stock to a third-party investor at a price equal to $3.65 per share. See Note 4 for more information. As a result, the conversion price of the Convertible Notes was adjusted downward to $3.65 per share.

Additionally, the Company, at its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Yorkville Notes at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 10% prepayment premium, plus all accrued and unpaid interest. Such early redemption may only be exercised if (i) the Company provides Yorkville with no less than ten trading days’ prior written notice, and (ii) on the date such notice is issued, the VWAP of the Class A common stock is less than the Fixed Price.

The Company has elected to record the Yorkville Notes at fair value at the date of issuance and in subsequent reporting periods. The fair value of Yorkville Convertible Note #1 as of May 22, 2025, the issuance date, was $500,000. The fair value of Yorkville Convertible Note #2 as of July 2, 2025, the issuance date, was $500,000. The fair value of Yorkville Convertible Note #3 as of October 31, 2025, the issuance date, was $2,000,000.

The fair value of the outstanding balance on the Yorkville Notes as of June 30, 2026 and December 31, 2025 was $1,788,826 and $1,646,663, respectively.

The Company presented the Yorkville Notes at fair value at June 30, 2026. The fair value was estimated based on the short term nature of these notes and the anticipated manner in which they will be settled. The Company used the Monte Carlo simulation model to value the Yorkville notes as of December 31, 2025 and the inputs were as follows:

NOTE 9. STOCKHOLDERS’ EQUITY

On January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A common stock, having a par value of $0.000001, was reduced from 800,000,000 to 80,000,000. The number of authorized shares of Class B common stock, having a par value of $0.000001, was reduced from 50,000,000 to 10,000,000. The number of authorized shares of Class C common stock, having a par value of $0.000001, was reduced from 75,000,000 to 0. The number of authorized shares of Preferred Stock, having a par value of $0.000001, was reduced from 75,000,000 to 10,000,000.

Class A common stock

As of June 30, 2026, the Company is authorized to issue 80,000,000 shares of Class A common stock with a par value of $0.000001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class A common stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class A common stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class A common stock, the Preferred Stock.

See Note 4 for information surrounding the issuance of Class A common stock during 2025 and 2026 in connection with the Subscription and Contribution Agreements.

As of June 30, 2026, there were 14,993,303 shares of Class A common stock issued and outstanding.

Class B common stock

As of June 30, 2026, the Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.000001 per share. Upon formation of the Company,2,500,000 shares of Class B common stock were issued to the Company’s majority stockholder at par. Holders of the Company’s Class B common stock are entitled to twenty votes for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class B common stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class B common stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class B common stock, the Preferred Stock. As of June 30, 2026, there were 2,500,000 shares of Class B common stock issued and outstanding with Sportech.

Preferred Stock

As of June 30, 2026, the Company is authorized to issue 10,000,000 shares of Preferred Stock with a par value of $0.000001 per share. Holders of the Company’s Preferred Stock are entitled to zero votes for each share. The Board of Directors of the Company is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, if any, and such designations, powers, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors. As of June 30, 2026, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding.

Yorkville SEPA

On May 20, 2025, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to $30,000,000 of the Company’s shares of Class A common stock, par value $0.000001 per share, at the Company’s request any time during the commitment period commencing on May 20, 2025 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”).

The SEPA Option was evaluated and determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument. As of June 30, 2026, the Company determined the fair value of the SEPA Option continues to be insignificant.

In connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $25,000 (the “Structuring Fee”). Additionally, the Company issued to Yorkville 37,500 shares of Class A common stock (the “Commitment Shares”) as a commitment fee, having an aggregate fair value of $300,000 at issuance. The aggregate fair value of the Structuring Fee and the Commitment Shares, totaling $325,000, was recorded on the accompanying unaudited condensed consolidated statement of operations under SEPA commitment fee and structuring fee as an expense upon execution of the SEPA.

Pursuant to the SEPA, while a balance remains outstanding under the Yorkville Notes, Yorkville may deliver an investor notice to receive shares in exchange for repayment of principal and interest. The number of shares issued is determined using the Conversion Price defined in the convertible note agreement, which is based on a VWAP formula and subject to a Floor Price. The Floor Price may be adjusted downward to 20% of the average VWAP over the five trading days prior to the effectiveness of the initial Registration Statement, and may be further reduced by the Company via written notice, subject to specific pricing limits. While any balance remains outstanding under the Yorkville Notes, the Company may not deliver Advance Notices under the SEPA unless an amortization event has occurred.

The SEPA will automatically terminate on the earlier of (i) the 36-month anniversary of the SEPA (unless Convertible Notes remain outstanding), or (ii) the date Yorkville has purchased shares equal to the full commitment amount of $30,000,000. The Company may terminate the SEPA at no cost with five trading days’ written notice, provided there are no outstanding Advance Notices and all amounts owed to Yorkville under the SEPA and the Yorkville Notes have been paid. Termination may also occur by mutual written consent.

There were no Advance Notices issued pursuant to the SEPA during the six months ended June 30, 2026.

Stock Based Compensation

On January 15, 2025, the Company adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan (the “Plan”). The Plan reserves up to 3,000,000 shares of Class A common stock for issuance thereunder. As of the date that these unaudited condensed consolidated financial statements were available to be issued, there were no awards granted under the Plan.

On January 15, 2025, the Company approved a non-employee director compensation policy which authorizes the Company to award an inaugural option to purchase 40,000 shares of the Company’s Class A common stock, an annual option award to purchase 30,000 shares of the Company’s Class A common stock, and an annual cash compensation component for board and committee members and chairs. The annual retainers payable to non-employee directors for service on the Company’s Board of Directors and its committees are (i) $30,000 for service on the 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 the Board of Directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments began following the completion of the Direct Listing. As of June 30, 2026 and December 31, 2025, there were no awards granted, however, $145,544 and $40,000 of cash compensation, respectively, was accrued for under this policy.

NOTE 10. SEGMENT INFORMATION

The Company completed its Direct Listing on October 31, 2025. The Company operated asone operating segment with a focus on its efforts to complete the Direct Listing prior to the completion of the Direct Listing. Following the completion of the Direct Listing, the Company continues to operate as a single operating segment with a focus on growing its revenue-generating activities. The Company’s Chief Executive Officer (“CEO”), as the chief operating decision maker, manages and allocates resources to the operations of the Company based on the line items included within these financial statements and evaluates segment performance based on net loss. This enables the CEO to assess the overall level of available resources and determine how best to deploy these resources across functions, potential service lines, and development projects in line with the long-term company-wide strategic goals.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the unaudited condensed consolidated financial statements were available to be issued.

Yorkville Waiver Agreement

On July 10, 2026, the Company and Yorkville entered into a waiver and amendment to the Yorkville Notes under which the Company paid a $50,000 waiver fee and the maturity date was extended to October 10, 2026 (see Note 8).

Securities Purchase Agreement

Effective July 19, 2026, the Company entered into the July 2026 Purchase Agreement providing for the issuance of up to approximately 625,699 shares of Class A common stock at a purchase price of $3.65 per share, in seven separate tranches. In July 2026, the Company issued 156,424 shares of Class A common stock in respect of this agreement for proceeds of $570,948.

Warrants Issued to Former Directors

In July 2026, the Board approved the issuance of warrants to purchase Class A common stock to Antonio G. Lobon and Manuel Vizcaino, each a former member of the Board, in recognition of their prior service. Each of Mr. Lobon and Mr. Vizcaino received: (i) a warrant to purchase 40,000 shares of Class A common stock at an exercise price of $10.00 per share, the initial listing price of the Class A common stock; and (ii) a warrant to purchase 30,000 shares of Class A common stock at an exercise price of $2.98 per share, equal to the Nasdaq closing price of the Class A common stock on July 17, 2026.

Yorkville Repayment and Conversions

On August 10, 2026, the Company repaid approximately $589,000 of principal and interest on the Convertible Notes to Yorkville.

On August 11, 2026, Yorkville converted $50,000 of principal and $6,312 of accrued interest of Convertible Notes, for a total conversion amount of $56,312, into 21,055 shares of Class A Common Stock. On August 12, 2026, Yorkville converted $100,000 of principal and $186 of accrued interest of Convertible Notes, for a total conversion amount of $100,186, into 37,459 shares of Class A Common Stock.