Nomadar 委任美洲區CEO Joaquin Martin為董事，原聯席主席Manuel Vizcaino辭任

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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): July 3, 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
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Appointment
of Directors

 

Effective
July 3, 2026, the board of directors (the “Board”) of Nomadar Corp., a Delaware corporation (the “Company” or
“Nomadar”), following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating
Committee”), appointed Joaquin Martin, the Company’s Chief Executive Officer of the Americas & Global Vice-Chairman,
as a member of the Board, until the Company’s next annual meeting of stockholders or until Mr. Martin’s successor is duly
elected and qualified.

 

Mr.
Martin, age 55, has been Nomadar’s Chief Executive Officer of the Americas & Global Vice-Chairman since December 2025. Mr.
Martin was Nomadar’s Chief Communications and Investor Relations Officer from September 2023 to December 2025. From April 2020
to August 2023, Mr. Martin was Director of Communication, Marketing, and Investor Relations at Humanox, a sports technology company based
in Spain. Under his leadership, Humanox received numerous international awards from institutions including UEFA, City Group, and Grupo
Editorial El Mundo. From February 2019 to February 2020, Mr. Martin was Chief Marketing Officer at Skully, an Atlanta, Georgia-based
technology company within the sports sector, where he was responsible for crafting the commercial strategy, managing both internal and
external communications, and nurturing relationships with investors. From August 2018 to January 2019, he was Director of Communication
and Investor Relations at Airtificial (formerly Carbures before being acquired), a multinational technology firm operating in the fields
of advanced materials and artificial intelligence. He was previously Director of Organization and Competence Models at Carbures, a publicly
traded company doing business in Spain and the United States. Mr. Martin holds a Bachelor’s degree in Philosophy, a Master’s
in Human Resources Management from the University of Cádiz, an Executive Certificate in Innovation from MIT, a Master’s
in International Trade from the Villanueva Center - Complutense University of Madrid, a Master’s in Innovation from the School
of Industrial Organization, and a Master’s in Leadership and Strategy from IE Business School. He is a member of the Public Relations
Society of America.

 

The
Nominating Committee and the Board believe that Mr. Martin’s significant experience with the Company, and in the industry generally,
and contacts in the industry provides valuable operational, leadership, strategy and management skills to the Board.

 

There
is no arrangement or understanding between Mr. Martin and any other person pursuant to which Mr. Martin was selected and appointed by
the Board and there is no family relationship between Mr. Martin and any of the Company’s directors or executive officers. The
Company is not aware of any transaction involving Mr. Martin which would require disclosure under Item 404(a) of Regulation S-K promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), other than Mr. Martin’s employment agreement entered
into between the Company and Mr. Martin, dated December 8, 2025 (the “Employment Agreement”), which has been previously disclosed
in the Company’s reports made with the Securities and Exchange Commission. Mr. Martin will not receive compensation for service
as a director, and will continue to receive compensation pursuant to the terms of the Employment Agreement.

 

Resignation
of Director

 

Effective
July 3, 2026, in connection with the appointment of Mr. Martin, Manuel Vizcaino resigned as a co-chairman, and as a member of the Board.
The resignation of Mr. Vizcaino was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies, or practices. The Board and the Company are deeply grateful for Mr. Vizcaino’s service, dedication, and contributions
to the Company.

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

 
 Exhibit

 No.
  
 Description

 
 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:
 July 6, 2026
  
  

 
  
 By:
 /s/
 Rafael Contreras

 
  
  
 Rafael
 Contreras

 Chief
 Executive Officer