Agreements and Partnerships - The company entered into a Framework Agreement with Cádiz CF on January 10, 2025, to provide technical training staff and integrate training methodologies for international players [119]. - The company has entered into a HPT License Agreement with Cádiz CF, granting exclusive rights to the High Performance Training Program [140]. - The company entered into a Stadium Agreement with Cádiz CF, granting rights to use Mirandilla Stadium for events, with revenue expected to be recorded in 2025 [145]. - The company has a Framework Agreement with Cádiz CF to provide technical training staff and integrate training methodologies, effective for three years [151]. Financial Performance - For the nine months ended September 30, 2025, the company generated revenue of $877,669, with a gross profit of $533,981 [153]. - The net loss for the nine months ended September 30, 2025, was $1,410,286, primarily driven by professional fees of $1,193,841 related to Form S-1 filing requirements [155]. - The company recorded a revenue of $378,099 for the three months ended September 30, 2025, with a gross profit of $305,505 [157]. - The net loss for the three months ended September 30, 2025, was $496,209, with professional fees accounting for $481,237 of this loss [157]. - As of September 30, 2025, the company had a working capital deficit of $4,171,735 and an accumulated deficit of $2,822,839 [159]. - For the nine months ended September 30, 2025, the company incurred a net loss of $1,410,286, with net cash used in operating activities amounting to $1,501,030 [164]. - In comparison, for the nine months ended September 30, 2024, the company reported a net loss of $885,064 and net cash used in operating activities of $185,914 [165]. Financing Activities - The Standby Equity Purchase Agreement (SEPA) allows the company to sell up to $30 million of common stock to Yorkville, with sales at the company's discretion [122]. - The SEPA includes provisions for convertible promissory notes totaling up to $3 million, with the first two advances of $0.5 million each at a fixed conversion price of $8.00 [125]. - The company has secured a loan agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027 [154]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $1,565,153, significantly higher than the $171,600 reported for the same period in 2024 [166][167]. - The financing activities in 2025 included proceeds from contributed capital of $1,341,421 and proceeds from convertible notes payable of $920,000 [166]. - The company has entered into a binding capital contribution agreement with Sportech for up to $10 million to fund operations in 2025, 2026, and 2027, contingent upon a U.S. national stock exchange listing [161]. - A financing arrangement was established on May 20, 2025, allowing a third party to purchase up to $30 million of common stock, with a prepaid advance of $3 million [161]. Operational Plans - The company plans to construct Sportech City on a leased property in Spain, covering approximately 110,000 m², with a venue for over 40,000 fans and a hotel [135]. - Construction of Sportech City is scheduled to begin in 2026, with completion anticipated around 2030, although funding is currently not secured [139]. - The company has paid deposits of $1,524,620 related to the lease agreement for the property intended for Sportech City [135]. - The company aims to expand the reach of the Nomadar High Performance Training Program globally, leveraging partnerships with various organizations [140]. - The company plans to launch the Mágico González brand in the U.S. in Q4 2025, with e-commerce offerings starting at that time [147]. Management Concerns - The company expects to continue incurring significant costs in pursuit of its financing and acquisition plans, raising doubts about its ability to continue as a going concern [159]. - Management's plans to complete the Direct Listing and raise capital are uncertain, raising substantial doubt about the company's ability to continue as a going concern [161]. - The company experienced a $1,524,620 increase in advances related to leases during the nine months ended September 30, 2025 [164]. - There was a $1,232,215 increase in accounts payable related to professional fees and costs of sales incurred during the same period [164]. - The company has no off-balance sheet financing arrangements [168].
Nomadar(NOMA) - 2025 Q3 - Quarterly Report