8-K 申報摘要 | Nomadar Corp.（股票代碼：NOMA）

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d)

of
the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): May 18, 2026

 

NOMADAR
CORP.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-42924
  
 99-3383359

 
 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 No.)

 
 

5015
Highway 59 N

Marshall,
Texas 75670

(Address
of principal executive offices)

 

Registrant’s
telephone number, including area code: (323) 672-4566

 

 

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 stock, par value $0.000001 per share
  
 NOMA
  
 The
 NASDAQ Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

 
 Item
 1.01
 Entry
 into a Material Definitive Agreement.

 
 

As
previously disclosed, as of April 9, 2026, Nomadar Corp., a Delaware corporation (the “Company” or “Nomadar”)
and Sport City Cádiz S.L., the Company’s controlling shareholder (“Sportech”) entered into an addendum to that
certain Land Lease Agreement and Purchase Option dated November 17, 2025 (the “Agreement”), by and between the Company and
Sportech (the “Addendum”), pursuant to which Sportech has agreed to lease the Company a plot of land located at Puerto de
Santa María, Spain (the “Property”) for an initial term of three years, which may be extended for an additional two
year period by mutual agreement between the Company and Sportech. The Property is the intended site for the Company’s JP Financial
Arena real estate development project. The Addendum provides that the purchase option set forth in the Agreement may be exercised in
increments over the course of the term of the Agreement, so long as each purchase option is not for less than 100,000 square meters of
the Property.

 

Effective
May 18, 2026, the Company exercised the purchase option over the remaining portion of the 161,433 square meters of the Property,
whereby the Company agreed to purchase such remaining portion of the Property for €4,709,000.61, plus the applicable taxes and costs,
within 90 business days from the date of the purchase option. A copy of the purchase option is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries
only and are qualified in their entirety by reference to the purchase option. 

 

Forward
Looking Statements

 

This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of U.S. federal securities laws. These
forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This
forward-looking information relates to future events or future performance of Nomadar including but not limited to the final payment
by Nomadar to Sportech for the purchase of a portion of the Property pursuant to the Addendum and the purchase option. Such forward-looking
statements reflect management’s current beliefs and are based on information currently available to management. In some cases,
forward-looking information can be identified by terminology such as “may”, “will”, “should”, “expect”,
“plan”, “anticipate”, “aim”, “seek”, “is/are likely to”, “believe”,
“estimate”, “predict”, “potential”, “continue” or the negative of these terms or other
comparable terminology intended to identify forward-looking statements. Forward-looking statements are based on certain assumptions and
analyses made by the management of Nomadar in light of its experience and understanding of historical trends and current conditions and
other factors management believes are appropriate to consider, which are subject to risks and uncertainties. Although Nomadar’s
management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and actual results
may vary materially from the forward-looking information presented. Given these risks and uncertainties underlying the assumptions made,
prospective purchasers of Nomadar’s securities should not place undue reliance on these forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Nomadar
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement
is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management
to predict all such factors and to assess in advance the impact of each such factor on Nomadar’s business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Potential investors should read this document with the understanding that Nomadar’s actual future results may be materially different
from what is currently anticipated. The Company cautions investors that actual results may differ materially from those anticipated and
encourages investors to review other factors that may affect its future results in the Registration Statement and other filings with
the SEC, available at www.sec.gov.

 

 
 Item 7.01
 Regulation FD Disclosure.

 

 

On May 20, 2026, the Company issued a press release
announcing the purchase option (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this
Item 7.01, and in the Press Release attached as Exhibit 99.1 to this Current Report on Form 8-K, shall not be incorporated by reference
into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.

 

 
 Item
 9.01
 Financial
 Statements and Exhibits.

 
 

(d)
Exhibits

 

 
 Exhibit

 No.
  
 Description

 
 10.1
  
 Purchase Option effective as of May 18, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.

 
 99.1
  
 Press Release dated May 20, 2026

 
 104
  
 Cover
 Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

 
 

  

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
  
 Nomadar
 Corp.

 
 Date:
 May 20, 2026
  

 
  
 By:
 /s/
 Rafael Contreras

 
  
 Name:
 Rafael
 Contreras

 
  
 Title:
 Chief
 Executive Officer