Nomadar Files S-1/A for Nasdaq Direct Listing, Controlled by Cádíz CF
Ticker: NOMA · Form: S-1/A · Filed: Sep 10, 2025 · CIK: 1994214
Sentiment: mixed
Topics: Direct Listing, S-1/A Filing, Controlled Company, Sports Tech, Real Estate Development, Nasdaq Capital Market, Emerging Growth Company
Related Tickers: NOMA
TL;DR
**NOMA's direct listing is a high-risk, high-reward play on a controlled company with ambitious real estate plans, so proceed with extreme caution.**
AI Summary
Nomadar Corp. (NOMA) is filing an S-1/A for a direct listing on the Nasdaq Capital Market, offering 13,268,718 shares of Class A common stock for resale by existing stockholders. The company, an innovation arm of Spanish soccer club Cádíz CF, began generating revenue in 2025 from commercial contracts, including a Framework Agreement with Cádíz CF for player training services and event-related revenue under a Stadium Agreement. Nomadar also entered an agreement with ENJOYFOOTBALL, S.L. on January 12, 2025, to enroll players in its training programs. A significant risk is the lack of a public trading history for its common stock, and the potential for high volatility due to the direct listing method. Sportech, a subsidiary of Cádíz CF, will retain approximately 90.05% of the voting power (91.23% with Cádíz CF's direct holdings) post-listing, making Nomadar a 'controlled company.' The company plans to develop a 110,000 m² multi-purpose event center, 'Sportech City,' in Cádíz, Spain, featuring a 40,000-seat venue, hotel, convention center, and a 20,000 m² commercial space.
Why It Matters
This S-1/A filing signals Nomadar's imminent direct listing on Nasdaq, offering investors a chance to participate in a sports-tech venture tied to a professional soccer club, Cádíz CF. The direct listing mechanism, without a firm-commitment underwriter, could lead to significant price volatility, impacting early investors. Sportech's overwhelming 90.05% voting control means Class A shareholders will have limited influence, a critical factor for governance and strategic direction. The company's ambitious 'Sportech City' development in Spain could create new revenue streams and competitive advantages in the sports and entertainment real estate sector, but also carries substantial execution risk.
Risk Assessment
Risk Level: high — The risk level is high due to the lack of a public market for Nomadar's common stock and the novel direct listing method, which may lead to more volatile trading than an IPO. Furthermore, Sportech will hold approximately 90.05% of the voting power, making Nomadar a 'controlled company' and limiting minority shareholder influence, as explicitly stated in the filing.
Analyst Insight
Investors should carefully evaluate the significant control held by Sportech and Cádíz CF, which could impact future corporate decisions. Given the potential for high volatility in a direct listing without an underwriter, consider a wait-and-see approach to observe initial trading patterns and price discovery before committing capital.
Financial Highlights
- debt To Equity
- N/A
- revenue
- $N/A
- operating Margin
- N/A
- total Assets
- $N/A
- total Debt
- $N/A
- net Income
- $N/A
- eps
- $N/A
- gross Margin
- N/A
- cash Position
- $N/A
- revenue Growth
- N/A
Revenue Breakdown
| Segment | Revenue | Growth |
|---|---|---|
| Commercial Contracts (Cádíz CF Framework Agreement) | $N/A | N/A |
| Event-Related Revenue (Stadium Agreement) | $N/A | N/A |
| Player Training Programs (ENJOYFOOTBALL, S.L. Agreement) | $N/A | N/A |
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Not Disclosed | Not Disclosed | $0 |
Key Numbers
- 13,268,718 — Shares of Class A common stock (Registered for resale by stockholders)
- 5.5 million — Freely tradable shares of common stock (Portion of registered shares that will be freely tradable)
- 2,500,000 — Shares of Class B common stock (Issued and outstanding, held by Sportech)
- 20 — Votes per share (Entitlement for each Class B common stock share)
- 90.05% — Voting power of Sportech (Approximate voting power held by Sportech post-listing)
- 91.23% — Combined voting power of Sportech and Cádíz CF (Approximate combined voting power post-listing)
- 750,000 — Shares of Class A common stock (Held directly by Cádíz CF)
- 1-for-2 — Reverse stock split ratio (Effective November 27, 2024, for Class A and Class B common stock)
- 110,000 m² — Proposed size of Sportech City facility (Planned multi-purpose event center in Cádíz, Spain)
- 40,000 — Seating capacity (Planned for the Sportech City venue)
Key Players & Entities
- Nomadar Corp. (company) — Registrant for S-1/A filing
- Nasdaq Capital Market (regulator) — Proposed listing exchange
- Sport City Cádiz S.L. (company) — Holder of Class B common stock and majority voting power
- Cádíz Club de Fútbol, S.A.D. (company) — Parent company of Sportech and direct Class A shareholder
- Rafael Contreras (person) — Agent for service for Nomadar Corp.
- Dentons US LLP (company) — Legal counsel for the registrant
- Nelson Mullins Riley & Scarborough LLP (company) — Legal counsel for the registrant
- Clear Street LLC (company) — Financial advisor for the direct listing
- ENJOYFOOTBALL, S.L. (company) — Partner for player enrollment in training programs
- YA II PN, LTD. (company) — Entity whose maximum share issuance is assumed in calculations
FAQ
What is Nomadar Corp.'s primary business model as described in the S-1/A filing?
Nomadar Corp. is the innovation arm of Cádíz CF, focusing on four proposed business verticals. It generates revenue from providing player training services under a Framework Agreement with Cádíz CF, which became effective on January 10, 2025, and from event-related services under a Stadium Agreement, both initiated in 2025.
How will Nomadar Corp. be listed on Nasdaq, and what are the implications of this method?
Nomadar Corp. plans a direct listing on the Nasdaq Capital Market under the symbol 'NOMA'. Unlike an IPO, this method does not involve a firm-commitment underwriter, which the filing states may lead to greater volatility in trading volume and price of its common stock.
Who controls Nomadar Corp. after the direct listing, and what does 'controlled company' status mean?
After the direct listing, Sportech City Cádiz S.L. will beneficially own approximately 90.05% of the voting power, making Nomadar Corp. a 'controlled company' within Nasdaq rules. This status allows the company to be exempt from certain corporate governance requirements, though Nomadar states it does not intend to rely on these exemptions.
What are the key financial agreements Nomadar Corp. has entered into in 2025?
In 2025, Nomadar Corp. entered a Framework Agreement with Cádíz CF on January 10, for technical training staff and integration of training methodologies. It also began generating event-related revenue under a Stadium Agreement with Cádíz CF and signed an agreement with ENJOYFOOTBALL, S.L. on January 12, for player enrollment in training programs.
What is 'Sportech City' and what are Nomadar Corp.'s plans for its development?
'Sportech City' is a proposed multi-purpose event center in Cádíz, Spain, planned to span approximately 110,000 m². It will feature a 40,000-seat venue, a hotel, convention center, sports clinic, gym & spa, food court, and a 20,000 m² commercial space. Sportech and Nomadar intend to enter a five-year lease agreement with a purchase option for the land.
What is the risk associated with the lack of a public trading history for Nomadar Corp.'s stock?
The S-1/A highlights that no public market for Nomadar's common stock currently exists, and its shares have a limited history of private transactions. This lack of established trading history means recent private purchase prices may not relate to the opening public price or subsequent trading prices on Nasdaq, increasing investment uncertainty.
Will Nomadar Corp. receive any proceeds from the sale of shares in this direct listing?
No, Nomadar Corp. will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders in this direct listing. The offering is solely for the resale of existing shares by current stockholders.
What is the role of Clear Street LLC in Nomadar Corp.'s direct listing process?
Clear Street LLC, acting as Nomadar Corp.'s financial advisor, will play a crucial role in the direct listing. It will notify Nasdaq when shares are 'ready to trade' and approve proceeding at the Current Reference Price, primarily based on considerations of volume, timing, and price discovery from pre-opening buy and sell orders.
What is the voting power structure of Nomadar Corp. after the direct listing?
After the direct listing, Sportech will hold 2,500,000 shares of Class B common stock, each with 20 votes, representing 50,000,000 votes. Combined with Cádíz CF's direct holding of 750,000 Class A shares, Sportech and Cádíz CF will collectively hold approximately 91.23% of the total voting power, ensuring their majority control.
What are the implications of Nomadar Corp. being an 'emerging growth company' and 'smaller reporting company'?
As an 'emerging growth company' and 'smaller reporting company,' Nomadar Corp. has elected to comply with certain reduced public company reporting requirements for this prospectus and may continue to do so in future filings. This can result in less extensive disclosure compared to larger, more established public companies.
Risk Factors
- Lack of Public Trading History [high — financial]: Nomadar Corp. has no prior public trading history for its common stock. This lack of history, combined with the direct listing method, could lead to significant price volatility and make it difficult for investors to assess the stock's true market value.
- Controlled Company Status [high — market]: Post-listing, Sportech will retain approximately 90.05% of the voting power, and combined with Cádíz CF, 91.23%. This 'controlled company' status means that Sportech will have significant influence over corporate actions, potentially limiting minority shareholder influence.
- Dependence on Cádíz CF [medium — operational]: The company's initial revenue streams are heavily reliant on agreements with Cádíz CF, including player training services and event revenue. Any disruption or termination of these agreements could materially impact Nomadar's financial performance.
- Unproven Business Model [medium — financial]: Nomadar Corp. only began generating revenue in 2025. The long-term viability and profitability of its business model, particularly the development of the 'Sportech City' project, are yet to be proven in a public market context.
- Future Capital Needs [medium — legal]: The development of the 'Sportech City' project will require substantial capital. While not explicitly detailed in the S-1/A, future financing needs could dilute existing shareholders or strain the company's financial resources.
- Direct Listing Volatility [high — market]: Direct listings are known for their potential for higher price volatility compared to traditional IPOs, as there is no underwriter support or lock-up period for existing shareholders. This could lead to unpredictable share price movements.
Industry Context
Nomadar Corp. operates within the sports technology and event management sectors, which are increasingly integrating digital platforms and fan engagement strategies. The company's model leverages its connection to a professional sports club (Cádíz CF) to generate revenue through training, events, and potentially merchandise. The industry is characterized by a growing demand for unique fan experiences and data-driven player development, but also faces competition from established sports organizations and specialized tech firms.
Regulatory Implications
As a company seeking to list on a U.S. stock exchange, Nomadar must comply with SEC regulations and Nasdaq listing rules. The direct listing method itself has fewer regulatory hurdles than a traditional IPO but carries specific disclosure requirements. The 'controlled company' status may also subject Nomadar to certain corporate governance exemptions or requirements depending on Nasdaq's rules.
What Investors Should Do
- Evaluate the long-term revenue potential beyond Cádíz CF.
- Analyze the financial projections for 'Sportech City'.
- Understand the implications of 'controlled company' status.
- Assess the volatility risk associated with a direct listing.
Key Dates
- 2025-11-27: Reverse Stock Split — Effective November 27, 2024, a 1-for-2 reverse stock split was implemented for Class A and Class B common stock. This impacts the number of shares outstanding and per-share metrics.
- 2025-01-12: ENJOYFOOTBALL, S.L. Agreement — Nomadar entered an agreement to enroll players in its training programs, marking a step towards revenue generation beyond its initial Cádíz CF agreements.
- 2025: Began Generating Revenue — The company commenced revenue generation from commercial contracts, including those with Cádíz CF, signifying the transition from a pre-revenue to a revenue-generating entity.
Glossary
- Direct Listing
- A method of going public where a company lists its shares directly on an exchange without underwriters. Existing shares are sold by current shareholders, and no new capital is raised by the company. (Nomadar is using this method, which can lead to higher volatility and lacks the price stabilization typically offered by IPO underwriters.)
- S-1/A
- An amended registration statement filed with the U.S. Securities and Exchange Commission (SEC) for companies planning to go public. It provides detailed information about the company's business, financials, and risks. (This document is the primary source of information for potential investors regarding Nomadar's public offering.)
- Class A Common Stock
- A class of common stock that Nomadar is offering for resale. These shares typically have standard voting rights. (The 13,268,718 shares registered for resale are of this class.)
- Class B Common Stock
- A class of common stock issued to Sportech, carrying superior voting rights (20 votes per share). (This class of stock ensures Sportech maintains significant control over Nomadar, as evidenced by its 90.05% voting power.)
- Controlled Company
- A company where more than 50% of the voting power is held by an individual, a group of individuals, or another company. (Nomadar will be a controlled company due to Sportech's majority voting power, impacting corporate governance standards.)
- Framework Agreement
- A broad agreement outlining the general terms and understanding between parties for future cooperation or transactions. (Nomadar's revenue from Cádíz CF is based on such an agreement for player training services.)
- Reverse Stock Split
- A corporate action where a company reduces the number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Nomadar implemented a 1-for-2 reverse split, affecting share counts and per-share calculations.)
Year-Over-Year Comparison
As this is an S-1/A filing, it represents an initial step towards public listing, and there is no prior comparable public filing to compare against. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or evolving risks from a previous year's filing is not applicable at this stage. The S-1/A itself outlines the company's current financial state and future plans, rather than providing historical performance trends against prior periods.
Filing Stats: 4,515 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2025-09-09 20:58:30
Filing Documents
- forms-1a.htm (S-1/A) — 1755KB
- ex5-1.htm (EX-5.1) — 14KB
- ex23-1.htm (EX-23.1) — 4KB
- forms-1_01.jpg (GRAPHIC) — 13KB
- forms-1_02.jpg (GRAPHIC) — 80KB
- image_001.jpg (GRAPHIC) — 149KB
- forms-1_003.jpg (GRAPHIC) — 203KB
- forms-1_004.jpg (GRAPHIC) — 302KB
- image_002.jpg (GRAPHIC) — 149KB
- ex5-1_001.jpg (GRAPHIC) — 11KB
- 0001493152-25-012943.txt ( ) — 3025KB
RISK FACTORS
RISK FACTORS 11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 35 MARKET AND INDUSTRY DATA 36 TRADEMARKS, SERVICE MARKS AND TRADENAMES 36
USE OF PROCEEDS
USE OF PROCEEDS 37 DIVIDEND POLICY 37 CAPITALIZATION 38 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39
BUSINESS
BUSINESS 43 MANAGEMENT 61 EXECUTIVE AND DIRECTOR COMPENSATION 67 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 69 PRINCIPAL AND REGISTERED STOCKHOLDERS 70
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 72 SHARES ELIGIBLE FOR FUTURE SALE 75 SALE PRICE HISTORY OF OUR CAPITAL STOCK 76 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 77 PLAN OF DISTRIBUTION 81 LEGAL MATTERS 84 EXPERTS 84 WHERE YOU CAN FIND ADDITIONAL INFORMATION 84 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor any of the Registered Stockholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor any of the Registered Stockholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Stockholders are offering to sell, and seeking offers to buy, shares of their common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date. For investors outside the United States: Neither we nor any of the Registered Stockholders have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by the Registered Stockholders an