Nomadar's Revenue Soars, But Mounting Losses Raise Going Concern Doubts

TL;DR

**Nomadar's revenue is finally kicking, but the company is bleeding cash faster than it can make it, making it a speculative bet on future financing.**

AI Summary

Nomadar Corp. (NOMA) reported significant revenue growth for the nine months ended September 30, 2025, reaching $877,669, up from zero in the prior year, primarily from HPT program services and events at Nuevo Mirandilla Stadium. Despite this, the company incurred a net loss of $1,410,286 for the nine-month period, a 59.3% increase from the $885,064 net loss in the same period of 2024. Operating expenses surged, with professional fees rising to $1,193,841 from $790,112, and general and administrative expenses increasing to $218,258 from $91,587. The company's cash position improved to $64,540 as of September 30, 2025, from $417 at December 31, 2024, largely due to $1,565,153 in financing activities. A substantial loan receivable from a related party, denominated in Euros, totaling $8,632,568, significantly boosted total assets to $10,518,434 from $16,657. However, a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 raise substantial doubt about its ability to continue as a going concern, despite a $10 million capital commitment from Sportech and a potential $30 million equity financing agreement.

Why It Matters

Nomadar's substantial revenue growth from zero to $877,669 in nine months signals market entry and initial traction in the sports technology and event management sectors, which could attract growth-oriented investors. However, the escalating net loss of $1,410,286 and a significant working capital deficit of $4,171,735 pose a critical risk to its long-term viability, potentially impacting employees and future service delivery. The company's reliance on related-party financing and a $30 million equity agreement with a third party highlights its precarious financial position, making it a high-risk investment in a competitive industry where established players like Sportradar and Catapult Sports dominate.

Risk Assessment

Risk Level: high — Nomadar Corp. faces a high risk level due to a substantial working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 as of September 30, 2025. The company incurred a net loss of $1,410,286 for the nine months ended September 30, 2025, and its ability to continue as a going concern is dependent on securing future debt and equity financings, which are not assured.

Analyst Insight

Investors should exercise extreme caution and consider Nomadar Corp. a highly speculative investment. Monitor closely for successful execution of its $10 million capital commitment from Sportech and the $30 million equity financing agreement, as failure to secure these funds will severely jeopardize its operations.

Financial Highlights

debt To Equity

N/A

revenue

$877,669

operating Margin

N/A

total Assets

$10,518,434

total Debt

N/A

net Income

-$1,410,286

eps

N/A

gross Margin

N/A

cash Position

$64,540

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $877,669 — Revenue (Increased from $0 for the nine months ended September 30, 2024, indicating initial market penetration.)
• $1,410,286 — Net Loss (Increased by 59.3% from $885,064 in the prior year, highlighting escalating operational costs.)
• $4,171,735 — Working Capital Deficit (A significant deficit as of September 30, 2025, indicating liquidity challenges.)
• $2,822,839 — Accumulated Deficit (As of September 30, 2025, reflecting historical losses and raising going concern doubts.)
• $64,540 — Cash (Improved from $417 at December 31, 2024, primarily due to financing activities.)
• $8,632,568 — Loan Receivable – Related Party (A substantial asset acquired on June 12, 2025, significantly boosting total assets.)
• $1,193,841 — Professional Fees (Increased from $790,112 in the prior year, contributing to higher operating expenses.)
• $10 million — Capital Commitment (From Sportech to fund business operations through 2027, crucial for continued existence.)
• $30 million — Potential Equity Financing (Agreement with a third party, including a $3 million prepaid advance, vital for future capital.)
• 12,673,401 — Shares Outstanding (As of November 21, 2025, indicating dilution from recent stock issuances.)

Key Players & Entities

• Nomadar Corp. (company) — registrant
• Sportech City USA Corp (company) — former name of Nomadar Corp.
• Sport City Cdiz, S.L. (company) — majority owner of Nomadar Corp.
• YA II PN, LTD (company) — provider of convertible notes payable under SEPA
• The Nasdaq Capital Market (regulator) — exchange where Class A Common Stock is registered
• $877,669 (dollar_amount) — revenue for nine months ended September 30, 2025
• $1,410,286 (dollar_amount) — net loss for nine months ended September 30, 2025
• $4,171,735 (dollar_amount) — working capital deficit as of September 30, 2025
• $2,822,839 (dollar_amount) — accumulated deficit as of September 30, 2025
• $10 million (dollar_amount) — capital commitment from Sportech

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 as of September 30, 2025. This, combined with a significant net loss of $1,410,286 for the nine-month period, raises substantial doubt about Nomadar Corp.'s ability to continue as a going concern.
• Increasing Operating Expenses [medium — financial]: Operating expenses have surged, with professional fees increasing to $1,193,841 from $790,112 and general and administrative expenses rising to $218,258 from $91,587 for the nine months ended September 30, 2025. This trend outpaces revenue growth and contributes to the widening net loss.
• Reliance on Financing Activities [medium — financial]: The company's cash position improved to $64,540 from $417 primarily due to $1,565,153 in financing activities. This highlights a dependence on external funding rather than operational cash generation.
• Related Party Loan Concentration [medium — financial]: Total assets are significantly boosted by a $8,632,568 loan receivable from a related party. The concentration of assets in a related-party transaction introduces potential risks related to valuation and repayment terms.
• Uncertainty of Future Financing [high — financial]: While there is a $10 million capital commitment from Sportech and a potential $30 million equity financing agreement, these are not guaranteed. The successful closing of these financings is critical for the company's survival.

Industry Context

Nomadar Corp. operates in a sector that appears to be leveraging event-based revenue streams, exemplified by its activities at Nuevo Mirandilla Stadium. The company is attempting to establish market presence in a potentially competitive landscape where initial revenue generation is critical. Success hinges on scaling operations and managing escalating costs effectively.

Regulatory Implications

The company's financial disclosures, particularly the going concern warnings, may attract scrutiny from regulatory bodies like the SEC. Compliance with reporting requirements and transparency regarding future financing are paramount to maintaining investor confidence and avoiding potential sanctions.

What Investors Should Do

1. Monitor the closing of the $10 million Sportech capital commitment and the $30 million potential equity financing, as these are critical for liquidity and operational continuity.
2. Analyze the terms and repayment schedule of the $8,632,568 related party loan receivable to assess its true value and risk.
3. Evaluate the sustainability of revenue growth and the company's ability to control escalating operating expenses, particularly professional fees ($1,193,841) and G&A ($218,258).
4. Assess the company's strategy for addressing the significant working capital deficit ($4,171,735) and accumulated deficit ($2,822,839).

Key Dates

• 2025-09-30: Nine months ended September 30, 2025 — Reporting of significant revenue generation ($877,669) but also a substantial net loss ($1,410,286) and a working capital deficit ($4,171,735).
• 2025-09-30: Balance Sheet Date — Company held $64,540 in cash and $10,518,434 in total assets, heavily influenced by an $8,632,568 related party loan receivable.
• 2024-09-30: Nine months ended September 30, 2024 — Reported zero revenue and a net loss of $885,064, providing a baseline for current year's performance comparison.
• 2024-12-31: Balance Sheet Date — Company had minimal cash ($417) and total assets of $16,657 prior to significant financing and asset acquisition.
• 2025-06-12: Acquisition of Loan Receivable – Related Party — A substantial $8,632,568 loan receivable was acquired, significantly impacting the balance sheet and total assets.

Glossary

HPT program services

Services related to a High Potential Technology (HPT) program, likely involving specialized technology or services. (This is identified as a primary revenue driver for Nomadar Corp. in the current reporting period.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (Nomadar Corp. has a significant working capital deficit of $4,171,735, raising concerns about its ability to meet short-term obligations.)

Accumulated Deficit

The total cumulative net losses of a company since its inception that have not been offset by profits or additional paid-in capital. (Nomadar Corp. has an accumulated deficit of $2,822,839, reflecting its history of losses and contributing to going concern doubts.)

Financing Activities

Cash flow activities related to debt, equity, and dividends, such as issuing stock, repaying debt, or paying dividends. (The company's improved cash position is largely attributed to $1,565,153 in financing activities, highlighting reliance on external funding.)

Related Party

A party that has the ability to transact with an organization or control or significantly influence the management decisions of the organization. (A significant portion of Nomadar Corp.'s assets is a loan receivable from a related party ($8,632,568), which warrants scrutiny.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future, typically at least 12 months. (The company's financial condition raises substantial doubt about its ability to continue as a going concern.)

Year-Over-Year Comparison

Nomadar Corp. has transitioned from zero revenue in the prior year to $877,669 for the nine months ended September 30, 2025, driven by new service offerings. However, this revenue growth has been overshadowed by a significant increase in net loss, which grew by 59.3% to $1,410,286. Operating expenses, notably professional fees and G&A, have also risen substantially, contributing to the deteriorating profitability. The company's balance sheet has been dramatically altered by a large related-party loan receivable, significantly increasing total assets and cash, though this is primarily a result of financing activities rather than operational improvements.

Key Financial Figures

• $0.000001 — tered Class A Common Stock, par value $0.000001 per share NOMA The Nasdaq Capital M

Filing Documents

• form10-q.htm (10-Q) — 796KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 14KB
• ex32-1.htm (EX-32.1) — 7KB
• ex32-2.htm (EX-32.2) — 7KB
• 0001493152-25-024710.txt ( ) — 4167KB
• noma-20250930.xsd (EX-101.SCH) — 28KB
• noma-20250930_cal.xml (EX-101.CAL) — 40KB
• noma-20250930_def.xml (EX-101.DEF) — 157KB
• noma-20250930_lab.xml (EX-101.LAB) — 296KB
• noma-20250930_pre.xml (EX-101.PRE) — 243KB
• form10-q_htm.xml (XML) — 487KB

Financial Statements (Unaudited)

Financial Statements (Unaudited) Unaudited Condensed Balance Sheets as of September 30, 2025 and December 31, 2024 1 Unaudited Condensed Statements of Operations for the Three and Nine months Ended September 30, 2025 and 2024 2 Unaudited Condensed Statements of Changes in Stockholders' Equity (Deficit) for the Nine Months Ended September 30, 2025 and 2024 3 Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 4 Notes to Unaudited Condensed Financial Statements 5 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 26 Item 4

Controls and Procedures

Controls and Procedures 26

– Other Information

PART II – Other Information 27 Item 1. Legal Procedures 27 Item 1A.

Risk Factors

Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3. Defaults Upon Senior Securities 28 Item 4. Mine Safety Disclosures 28 Item 5. Other Information 28 Item 6. Exhibits 28

SIGNATURES

SIGNATURES 30 As used in this Quarterly Report on Form 10-Q, the terms "we", "us", "our" and the "Company" mean Nomadar Corp. taken as a whole (unless the context indicates a different meaning). i Special Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements reflect the current view about future events. When used in this quarterly report, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan" or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this quarterly report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: our ability to effectively operate our business segments; our ability to manage our research, development, expansion, growth and operating expenses; o

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