Form 8-K

8-K — Nomadar Corp.

Accession: 0001493152-26-024598

Filed: 2026-05-20

Period: 2026-05-18

CIK: 0001994214

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

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2026-05-18

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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): May 18, 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

1.01

Entry

into a Material Definitive Agreement.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

NOMADAR

Corp. Sucursal en España

SPORT

CITY CADIZ, S.L.

Calle

Portugal, 2 Pol. Ind. El Trocadero, Puerto Real

11519,

Cádiz, Spain

Att:

Mr. Manuel Ignacio Díaz Charlo

Cádiz,

on 16 May 2026

RE:

Exercise of the Purchase Option over the plot of land lease agreement

Dear

Sir,

would like to communicate that, in accordance with the Lease Agreement enter into on 17 November 2025 with you, and the addendum subscribed

on 9 April 2026, Nomadar Corp. Sucursal en España (“Nomadar”) will exercise the purchase option over the remaining

portion of 161,433 square meters of the relevant plot. For clarification purposes the communication the purchase option over 130,000

square meters was sent to you on 9 April 2026.

The

proposed transaction will be completed no later than ninety (90) business days from the date hereof, under the terms and conditions of

the Lease Agreement and, once completed, Nomadar will hold full ownership over the relevant plot, once the relevant sale and purchase

deed has been granted by and between the parties.

The

Purchase Price will amount to € 4,709,000.61, plus the applicable taxes and costs.

remain at your disposal to answer any questions you may have about this binding offer for the partial acquisition of the plot. In

case of conformity, please send us a copy of this document duly signed and dated.

Sincerely,

CEO

of the Americas, Nomadar Corp.

/s/

Mr. Joaquin Martin Perles

Received

and agreed, in El Puerto de Santa Maria (Spain) on May 19, 2026

Sport

City Cadiz

/s/

Mr. Manuel Ignacio Diaz Charlo

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Nomadar

Accelerates Full JP Financial Arena Land Consolidation in Spain as Global Sports Tourism Market Projected to Surpass $2 Trillion

Marshall,

Texas, May 20, 2026 — Nomadar Corp. (“Nomadar” or the “Company”), a Nasdaq-listed global sports, tourism,

technology, and experiential infrastructure company, today announced the execution of a binding agreement that accelerates the consolidation

of the full land footprint designated for the future JP Financial Arena development in Cádiz, Spain — a strategic milestone

that significantly advances the Company’s long-term international platform expansion strategy.

The

newly executed agreement covers more than 161,000 additional square meters and, together with the Company’s previously announced

binding agreement covering approximately 130,000 square meters, would complete the Company’s acquisition of the property for the

future JP Financial Arena platform.

The

execution of the purchase option represents a major strategic milestone for Nomadar because it significantly accelerates the Company’s

original acquisition timeline. Under the initial framework, Nomadar had up to three years (extendable to five years) to execute the remaining

purchase option. Through this new agreement, the Company expects to consolidate control of the entire development footprint within the

next 90 business days, effectively accelerating the originally contemplated timeline by several years.

The

accelerated consolidation of the land package is expected to enhance Nomadar’s long-term development flexibility, operational control,

strategic partnership opportunities, and scalability as the Company advances future phases of the JP Financial Arena platform.

Financial Arena is being developed as a next-generation international destination platform integrating youth sports, live entertainment,

tourism, hospitality, training operations, and experiential infrastructure into a scalable ecosystem designed to support tournaments,

live events, academy operations, corporate activations, entertainment programming, and international visitor experiences.

Nomadar’s

continued expansion comes at a time when the global sports tourism sector is experiencing significant long-term growth. According to

third-party market research from Grand View Research and Fortune Business Insights, the global sports tourism industry is expected to

expand substantially over the coming decade. Grand View Research estimates the market at approximately $803.9 billion in 2025, growing

to approximately $2.78 trillion by 2033, while Fortune Business Insights projects growth from approximately $707.29 billion in 2025 to

approximately $1.98 trillion by 2034. Industry analysts attribute this projected expansion to increasing youth sports participation,

international tournaments, destination travel, and continued investment in large-scale sports infrastructure.

parallel, independent market research groups project continued expansion within the global youth sports industry. Business Research Insights

projects the global youth sports market to grow from approximately $56.02 billion in 2025 to approximately $154.5 billion by 2035, as

municipalities, private operators, academy systems, and international organizations continue increasing investment in sports facilities,

tournaments, and athlete development ecosystems worldwide.

The

proposed development is strategically positioned within Cádiz, one of Southern Europe’s most established tourism and experiential

travel destinations. According to Spain’s National Statistics Institute (INE), Spain welcomed approximately 93.5 million international

tourists in 2025, reinforcing the country’s position as one of the world’s leading tourism markets. In addition, the Government

of Andalucía reported approximately 30 million visitors to the Andalusia region during 2025, highlighting continued growth in

international travel demand, sports tourism, hospitality, and large-scale live-event activity throughout Southern Spain.

Nomadar

believes these macroeconomic and tourism trends create an attractive long-term environment for destination-based sports, entertainment,

hospitality, and experiential infrastructure development. The Company’s expansion strategy is designed to position Nomadar across

multiple high-growth verticals simultaneously, including:

●

Sports tourism

●

International youth tournaments

●

Academy partnerships

●

Multi-use sports facilities

●

Hospitality-driven sports destinations

●

Live entertainment and event operations

The

JP Financial Arena platform is designed to support multiple long-term operational verticals spanning tourism, venue operations, live

entertainment, academy systems, sponsorship activation, hospitality experiences, and international event programming, positioning Nomadar

across several segments of the expanding global sports, tourism, entertainment, and experiential economy.

Nomadar

has already begun advancing its live-events and venue-management capabilities through initiatives linked to the Cádiz CF stadium,

including the Cádiz Music Stadium concert platform developed in collaboration with Cádiz CF and external promoters. The

Company views these operational initiatives as a foundational component for the future expansion of the broader JP Financial Arena ecosystem.

“Our

objective is to position Nomadar at the intersection of several global growth trends, including sports tourism, experiential entertainment,

destination travel, and international youth athletics,” stated Joaquin Martin, CEO of the Americas of Nomadar. “The

continued expansion of JP Financial Arena represents another important step toward building a scalable international platform designed

to capitalize on the globalization of sports, live experiences, and destination-based entertainment.”

“This

purchase option represents a major strategic milestone for Nomadar,” added Rafael Contreras, Executive Co-Chairman of Nomadar.

“Accelerating the consolidation of the full land footprint strengthens the foundation of a scalable platform integrating sports,

tourism, entertainment, hospitality, and experiential infrastructure into a long-term international growth ecosystem.”

The

Company continues executing a broader international growth strategy spanning Europe, Southeast Asia, North America and Latin America

while advancing initiatives involving tournament operations, academy expansion, facility development, venue management, hospitality integration,

and long-term operational agreements.

Nomadar

is strategically leveraging the convergence of youth sports, international travel, hospitality, live entertainment, and sports tourism

infrastructure — sectors that continue attracting substantial institutional investment and international expansion globally.

Market

size estimates, industry projections, tourism statistics, and growth forecasts referenced in this release are based on publicly available

third-party market research, tourism studies, government statistics, and sports industry reports and are provided solely for general

industry context. Such information should not be interpreted as Company financial guidance, revenue projections, or guarantees of future

performance, and actual industry or Company results may differ materially from the cited estimates and forecasts.

Sources:

Grand View Research, Fortune Business Insights, Business Research Insights, Spain National Statistics Institute (INE), Government of

Andalucía, and publicly available tourism and sports industry market reports.

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 control over the land for the development of the JP Financial Arena. 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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May 18, 2026

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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