Financial Performance and Capital Needs - As of December 31, 2025, the company had unrestricted cash of approximately $78 thousand and net losses of approximately $2.8 million for the year [127]. - The company has generated limited revenues since inception and may never achieve long-term profitability [117]. - The company has a history of losses and uncertainty regarding future earnings and cash flows, which may be volatile [119]. - The company must raise significant capital to conduct its current and proposed businesses, including the purchase of the Property from Sportech [135]. - The company plans to raise additional capital through equity or debt financings, with a potential drawdown of $1 million under the Sportech Loan facility [128]. - The company may not receive all anticipated proceeds from private placements, which could necessitate seeking additional capital under unfavorable terms [251]. Agreements and Funding - The company has entered into a Contribution Agreement with Sportech, which includes up to $10 million in funding for operations through 2027, contingent on the company's listing on a U.S. national stock exchange [123]. - Sportech has agreed to provide up to $10 million to fund the business and operations of the company through 2027, contingent on the company's listing on a U.S. national stock exchange [137]. - The company has entered into a Lease Agreement with Sportech for an initial term of three years, with an option to purchase the Property at €29.17 (approximately $34) per m² [135]. - The company has entered into a subscription agreement to sell up to $5.4 million of class A common stock at a price of $3.65 per share, representing the issuance of up to 1,480,937 shares [139]. - The company has entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville, allowing for the purchase of up to $30 million of common stock over a period of 36 months [238]. - The company has entered into private placement agreements for an aggregate of approximately $7.13 million, having received approximately $3.85 million to date [251]. Operational Risks and Challenges - The company is dependent on the performance and popularity of Cádiz CF's men's first team, which could materially impact business results [116]. - The company may face challenges in attracting and retaining students for its programs, which could adversely affect business prospects [116]. - The company is subject to risks associated with international expansion and operations in foreign markets, which may impact overall business performance [116]. - The company faces intense competition in the sports merchandise industry, which is highly fragmented and includes both large companies and private labels [157]. - The company faces risks related to the infringement of its intellectual property rights, which could adversely affect its brand value and financial condition [176]. - The company may struggle to manage and adapt to technological changes, which could adversely affect its competitive position and financial results [208]. Construction and Development - The construction of JP Financial Arena is projected to be completed in the 2031 calendar year, involving over 26,600 m² of public open space and 1,800 parking spots [131]. - The total funding required for the development of JP Financial Arena and its associated infrastructure is estimated to be €285 million (approximately $334.1 million) [136]. - The development of JP Financial Arena is expected to be capital intensive and require more human resources than currently available [175]. - Public health issues, such as a pandemic, could negatively affect operations and visitor traffic towards JP Financial Arena [141]. - There is a risk of personal injury claims at events held at JP Financial Arena, which could increase operational expenses despite existing insurance coverage [198]. Market and Economic Factors - Economic and political risks associated with international operations may adversely affect profitability and growth prospects [152]. - Fluctuations in raw material costs and supply chain expenses could negatively impact profit margins and overall financial condition [162]. - The popularity of soccer, particularly in Spain, is crucial for the company's revenue streams, including ticket sales and sponsorships [186]. - Injuries to Cádiz CF players could adversely affect team performance and, consequently, the company's financial results [187]. - The company's financial success is expected to depend on Cádiz CF's popularity and competitive success, which cannot be guaranteed [188]. Governance and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of reduced disclosure requirements, which may affect investor attractiveness [218]. - As of December 31, 2025, executive officers and directors, along with major stockholders, own approximately 92.74% of the voting power, enabling significant control over corporate decisions [222]. - The company may face challenges in enforcing civil liabilities against its directors and management due to their non-resident status in the U.S. [215]. - Compliance with La Liga's financial and operational disclosure requirements may increase administrative burdens and costs for the company [212]. - Changes in laws and regulations regarding corporate governance are creating uncertainty and increasing compliance costs for the company [232]. Financial Reporting and Internal Controls - Material weaknesses in internal control over financial reporting have been identified, which could adversely affect the company's ability to accurately report financial results [233]. - The company is actively working to remediate identified material weaknesses, but there is no assurance that these efforts will be successful [234]. - The company may not be able to maintain effective internal controls, which could lead to restatements of financial statements and negatively impact investor confidence [235]. - Compliance with the Sarbanes-Oxley Act and other regulations increases legal and financial compliance costs, impacting overall business operations [230]. Strategic Initiatives - The company may pursue acquisitions and strategic transactions to expand its business, which could involve significant risks and capital commitments [174]. - The company plans to hire between four to six employees in Spain and two to four in the United States to support operations, particularly for the JP Financial Arena project [175]. - The success of the Nomadar HPT depends on student enrollment and the ability to develop and market training programs effectively [206]. - Nomadar has entered into an exclusive 20-year license agreement with Cádiz CF for the Mágico González brand, with Cádiz CF entitled to 15% of net sales from this brand [156]. - The company has entered into a 20-year HPT License Agreement with Cádiz CF, entitling Cádiz CF to 15% of net sales from the commercialization of the Nomadar HPT [203].
Nomadar(NOMA) - 2025 Q4 - Annual Report