Form 8-K

8-K — Nomadar Corp.

Accession: 0001493152-26-018641

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001994214

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 22, 2026

NOMADAR

CORP.

(Exact

name of registrant as specified in its charter)

Delaware

001-42924

99-3383359

(State

or other jurisdiction

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 ☒

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

April 22, 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 José Manuel Calderón as a member of the Board, until the Company’s next annual meeting

of stockholders or until Mr. Calderón’s successor is duly elected and qualified. Mr. Calderón was also appointed

as a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board

and the Nominating Committee.

Mr.

Calderón, age 44, has served as a business executive, investor and strategic advisor following a distinguished international professional

basketball career spanning approximately two decades. Mr. Calderón currently serves as a special advisor to the front office and

basketball operations of the Cleveland Cavaliers of the National Basketball Association, a role he has held since 2022, where he provides

strategic and operational guidance to senior leadership. In addition to his advisory role, Mr. Calderón has served on the board

of directors of SOL Strategies Inc. (NASDAQ: STKE), a publicly traded company focused on blockchain infrastructure and investment. Mr.

Calderón is also an active entrepreneur and investor. He is a co-founder of multiple ventures, including OWQLO and other sports,

technology, and wellness-related businesses, and serves as an owner, president, partner, and brand ambassador across several organizations.

His business activities have focused on leveraging technology, data, and sports platforms to drive growth and innovation. Prior to his

business career, Mr. Calderón played professional basketball internationally as a member of the Spanish national team, winning

three Olympic medals, and in the National Basketball Association, with teams including the Toronto Raptors, Los Angeles Lakers, and New

York Knicks.

The

Nominating Committee and the Board believe that Mr. Calderon’s significant experience in professional sports and contacts in the

industry provides valuable operational, leadership, strategy and management skills to the Board.

There

is no arrangement or understanding between Mr. Calderon and any other person pursuant to which Mr. Calderon was selected and appointed

by the Board and there is no family relationship between Mr. Calderon and any of the Company’s directors or executive officers.

The Company is not aware of any transaction involving Mr. Calderon which would require disclosure under Item 404(a) of Regulation S-K

promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Mr. Calderon will receive compensation similar

to the other non-employee members of the Board as described in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2025, as filed with the Securities and Exchange Commission on March 31, 2026 (the “Annual Report”), and will

execute a standard indemnity agreement with the Company substantially in the form filed as an exhibit to the Annual Report.

Resignation

of Director

April 22, 2026, in connection the appointment of Mr. Calderon, Antonio Lobon resigned as a member of the Board, as the chair of the Audit

Committee of the Board, and as a member of each of the Compensation Committee of the Board and the Nominating Committee. The resignation

of Mr. Lobon 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. Lobon’s service, dedication, and contributions to the Company.

Javier Sánchez, a member of the Audit Committee, was appointed as Chair of the Audit Committee at the time of Mr. Calderon’s

resignation.

Item

7.01. Regulation FD Disclosure.

April 23, 2026, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the appointment

of Mr. Calderon to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not

be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made

before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated April 23, 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:

April 23, 2026

By:

/s/

Rafael Contreras

Name:

Rafael

Contreras

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

NOMADAR

APPOINTS FORMER NBA STAR JOSÉ MANUEL CALDERÓN TO BOARD OF DIRECTORS, ADVANCING GLOBAL SPORTS, TECHNOLOGY, AND CAPITAL MARKETS

STRATEGY

Appointment

of former NBA star and global investor reinforces Nomadar’s institutional positioning and supports execution of its European flagship

development and multi-asset platform strategy

MARSHALL,

Texas – April 23, 2026 – Nomadar Corp. (NASDAQ: NOMA) (“Nomadar” or the “Company”), a global

platform operating at the intersection of sports, tourism, technology, and infrastructure, today announced the appointment of José

Manuel Calderón to its Board of Directors, effective immediately.

Calderón

brings a differentiated combination of elite global sports experience, cross-border business leadership, and capital markets familiarity,

strengthening the Company’s governance as it advances a long-term strategy focused on building a scalable, multi-asset platform

across Europe and international markets.

“We

are very pleased to welcome José Manuel Calderón to our Board at a pivotal moment in Nomadar’s evolution as a publicly

traded company,” said Rafael Contreras, Executive Co-Chairman of Nomadar. “José brings a unique combination

of global sports leadership, entrepreneurial experience, and public market perspective. As we continue to advance our European flagship

development and expand our broader platform strategy, we believe his insight and international network will support our execution and

further strengthen our positioning with institutional investors.”

Over

a 14-year career in the NBA, Calderón played for leading franchises including the Toronto Raptors, New York Knicks, and Los Angeles

Lakers. He is widely recognized as one of the most efficient international point guards of his generation and holds the NBA’s all-time

single-season free throw percentage record.

Internationally,

Calderón is among the most accomplished players in Spanish basketball history, with multiple Olympic medals and a FIBA World Championship,

reflecting sustained performance at the highest levels of global competition.

Following

his playing career, Calderón transitioned into executive, advisory, and investment roles, including serving as an advisor to the

Cleveland Cavaliers. He has developed an active portfolio across sports, technology, and real estate ventures and currently serves on

the board of another Nasdaq-listed company, bringing public company governance experience and strategic oversight capabilities aligned

with Nomadar’s next phase of growth.

“I

am excited to join the Board of Nomadar at such an important stage in its growth,” said José Manuel Calderón.

“The Company is building a platform that brings together sports, infrastructure, and technology in a way that has global relevance.

I look forward to working with the team as they continue to develop projects like the JP Financial Arena and expand their international

presence.”

Strategic

Significance of the Appointment

Nomadar

believes Calderón’s appointment strengthens its ability to execute on a strategy centered around sports-driven infrastructure,

digital engagement, and global experiential platforms.

His

addition to the Board is expected to support:

●

Expansion

of global sports and institutional relationships across Europe and North America

●

Enhancement

of capital markets positioning and governance depth

●

Strategic

input on large-scale infrastructure development and experiential assets

●

Acceleration

of cross-border partnerships and investment opportunities

Execution

Momentum and Platform Development

The

appointment comes at a pivotal stage following Nomadar’s initial months as a publicly traded company on Nasdaq, during which the

Company has advanced several key strategic initiatives.

Recent

milestones include:

●

Securing

approximately $7.3 million in new capital to support growth initiatives

●

Expanding

its presence across strategic international markets, particularly in Southern Europe

●

Advancing

core development projects aligned with its long-term platform strategy

Most

recently, Nomadar announced a binding agreement to exercise a purchase option over approximately 130,000 square meters of land

associated with the development of the JP Financial Arena project in southern Spain.

The

JP Financial Arena is expected to serve as a cornerstone asset within Nomadar’s European platform, designed to integrate:

●

High-performance

training and sports development

●

Live

events and entertainment programming

●

Global

tourism and destination-based experiences

●

Technology-enabled

fan engagement and digital interaction

Positioning

for Scalable Growth

With

the addition of Calderón, Nomadar continues to build a Board and leadership ecosystem defined by international experience,

operational credibility, and capital markets alignment.

The

Company remains focused on executing a strategy aimed at:

●

Developing

scalable, multi-asset platforms anchored by flagship infrastructure

●

Expanding

global partnerships and institutional engagement

●

Integrating

physical assets with digital engagement ecosystems

About

Nomadar

Corp. is a U.S.-based company operating at the intersection of sports, tourism, technology, and health. A subsidiary of Cádiz

CF, a 115-year-old professional soccer club competing in La Liga, Nomadar develops innovative projects that connect global audiences

through experiences that combine health, entertainment, and digital engagement.

The

Company is also advancing the JP Financial Arena real estate development project for a multi-purpose event center in southern Europe,

designed to host international sports, cultural, and corporate events. Nomadar’s mission is to create sustainable, technology-driven

platforms that enhance the connection between sports, community, and health.

Safe

Harbor Statement

This

Press Release 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 and reflects management’s expectations and projections regarding

Nomadar’s growth, results of operations, performance, and business prospects and opportunities, including but not limited to statements

regarding the Company’s revenues for 2026, strategic investments in the Company, and the potential benefits thereof. 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 Company´s filings with the SEC, available

at www.sec.gov. Further descriptions of these risks and uncertainties can be found in the Company’s most recent Annual Report on

Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in subsequent filings

with and submissions to, the SEC, as the same may be amended and supplemented from time to time, which are available at www.sec.gov.

Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements,

which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.

Public

Relations / Strategic Advisory

Phoenix

MGMT & Consulting

PR@PhoenixMGMTconsulting.com

Media

Contact

Fatema

Bhabrawala

Director of Media Relations, Alliance Advisors

fbhabrawala@allianceadvisors.com

Investor

Contacts

investor.relations@nomadar.com

Richard Land, Alliance Advisors

nomaIR@allianceadvisors.com

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