NASDAQ: NOMA

On
January 12, 2025, the Company entered into an agreement with ENJOYFOOTBALL, S.L., a Spanish limited liability company and youth soccer
coaching organization (“EJB”), whereby EJB agreed to enroll players into the Company’s training programs and the Company
agreed to provide training and related services to these players.

On
September 2, 2025, the Company entered into an agreement with Hope Helping Others to Prosper and Excel (H.O.P.E. Foundation), a foundation
based in Manta, Ecuador (“HOPE”) which is developing a social and sports impact program in Ecuador, whereby Nomadar will
provide HOPE with services for the implementation of a high-performance soccer and social development program with an international scope,
including talent identification, training and technical exchange.

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On
November 16, 2025, the Company entered into an agreement with Mexiaa FC, an academy based in Pachuca, Mexico (“Mexiaa”) which
is developing a social and sports impact program in Mexico, as well as facilitating international opportunities for young talent, whereby
Nomadar will provide Mexiaa with services for the implementation of a high-performance soccer and social development program with an
international scope, including talent identification, training and technical exchange. Limited revenues or expenses have been generated
or incurred in connection with the EJB, HOPE, or Mexiaa arrangements to date.

Other
than the entry into these commercial agreements, substantially all activity for the period from August 8, 2023 (inception) through September
30, 2025 relates to the Company’s formation and the direct listing, transactions entered into to consummate the direct listing,
as well as the Company’s efforts to execute the Company’s various license and fundraising agreements further described herein.

Our
Current and Proposed Business

Multi-Purpose
Event Center

On
November 17, 2025, Sportech and the Company entered into the Lease Agreement with a purchase option (the “Lease Agreement”),
pursuant to which Sportech will lease to the Company the land on which we intend to construct a multi-purpose event center, in Cádiz,
Spain, as further described in the Lease Agreement (the “Property”), and has agreed to lease the Company the Property, for
an initial term through November 17, 2028, which may be extended for an additional two year period by mutual agreement between the Company
and Sportech. The Company has the exclusive right ending 60 days prior to the end of the term of the Lease Agreement (including any extension
thereof), to purchase (the “Purchase Option”): (i) the entire Property, or (ii) a minimum surface of 100,000 m² of the
Property. The purchase price for such Purchase Option shall be €29.17 (approximately $34) per m². Any amount of rent paid by
the Company to Sportech prior to the exercise of the Purchase Option, will be deducted from the purchase price payable by Company to
Sportech upon exercise of such Purchase Option.

Such
Property is the land on which we intend to construct the space we refer to as JP Financial Arena (“JP Financial Arena”),
in Cádiz, Spain. On March 3, 2026, Nomadar signed an agreement with JP Financial 2024 SL to name the project JP Financial Arena.
On November 10, 2025, Sportech entered into an urban development agreement (the “Development Agreement”) with the Honorable
City Council of El Puerto de Santa María (the “City”), pursuant to which, upon the terms and conditions set forth
in the Development Agreement, the City has agreed to enable the urban development of the Property, through its inclusion within a New
Urban Development Transformation Area, in accordance with Article 31 of the LISTA Act and Article 50 of its implementing Regulation.

Once
complete, JP Financial Arena is planned to span over approximately 110,000 m², and feature a venue, which can host concerts and
sporting events, with seating for over 40,000 fans, a world-class hotel and convention center with commercial area, a sports clinic,
gym & spa, and food court.

Adjacent
to the event center, the proposed creation of an approximately 20,000 m² commercial space will mirror a forward-thinking approach
to crafting a modern, open, and bright commercial environment. Another cornerstone of JP Financial Arena will be a dedicated culinary
area, proposed to span approximately 3,000 m².

Site
plans currently include space for up to 56 commercial vendors and 17 food and beverage vendors. Commercial spaces will focus primarily
on luxury retail, sporting stores, and more. Food and beverage offerings are expected to feature local establishments ranging from fast
casual to gourmet options. Although these are our current plans, site plans are subject to change.

The
Cádiz region in Spain has strong connectivity to Cádiz CF, which was established in 1910. We believe Cádiz will
be the ideal location at the intersection of innovation, sports, entertainment, tourism, health, and technology as Nomadar not only contributes
to the development of future stars but also builds a loyal community of athletes and families. Locally, Cádiz CF has a loyal fan
base, with the majority of Cádiz’s soccer fans being supporters of Cádiz CF. This is reflected by more than 18,000
season ticket holders. Additionally, through its association with figures like Mágico González and its commitment to celebrating
cultural heritage, Nomadar taps into deep-seated fan loyalties and cultural narratives. This not only strengthens its brand identity
but also fosters a strong emotional connection with its audience in the region. JP Financial Arena will be within two hours of two international
airports, Málaga and Sevilla, which will also allow easy access for fans located internationally.

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Construction
is scheduled to begin in early 2027 and we anticipate construction will be completed by or around 2031. As of the date hereof, the Company
does not have the required funding to develop JP Financial Arena. For more information, see “Item 1. Business - Capital
Requirements.”

High
Performance Training Program

Since
2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada,
and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves
in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting Nomadar exclusive
rights to the business, know-how, and general operations (the “HPT Rights”) of the High Performance Training Program (the
“HPT License Agreement”). We intend to leverage the Nomadar HPT by offering the Nomadar HPT training methodology through
our partner organizations to online subscribers. Online subscribers may gain access to a full suite of professional-level training and
diet regimens, among other benefits. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include Global Soccer
Development, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach
of the Nomadar HPT to encompass territories outside of Spain and around the world.

The
HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until
the Company commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled
were considered enrolled with Cádiz CF.

Effective
January 26, 2026, the Company entered into a partnership agreement (the “Partnership Agreement”) with Actingwood. Pursuant
to the Partnership Agreement, the Company and Actingwood have agreed to jointly develop, operate and expand the “Nomadar/Cádiz
CF/Actingwood – India Football Pathway,” a co-branded initiative comprising a digital player platform, institutional outreach,
programs, grassroots football activations, talent identification and evaluation activities, and structured pathways into the Company’s
HPT program in Spain. The Partnership Agreement has an initial term of one (1) year, renewable by mutual written agreement between the
parties. During the term of the Partnership Agreement, Actingwood shall have the exclusive right to develop, operate, and manage the
project in India. Any co-branded development of the project outside India shall be subject to a separate written agreement between the
parties. Each party retains full ownership of its respective pre-existing intellectual property and brands. The Partnership Agreement
includes termination rights, including for material breach, as well as standard confidentiality provisions with customary disclosure
carve-outs.

Additionally,
on February 17, 2026, the Company announced the launch of Our XI, a fully digital educational platform designed to strengthen knowledge
of back-office operations at professional soccer clubs. The project is part of the ongoing digital transformation of the HPT program,
specifically within its education vertical. Developed in collaboration with Cádiz CF, Our XI provides a practical, real-world
perspective on how professional clubs operate behind the scenes, covering key areas including marketing, communications, business operations,
data analytics, artificial intelligence, and emerging digital models in sports. During its initial phase, Our XI will be launched across
the entire Spanish-speaking market, including Spain, Latin America, and the Spanish-speaking community in the United States, addressing
growing demand for specialized training within the sports industry and professional soccer ecosystem.

Revenues
generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays a fee to the
Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations –
generally for one to ten months, during which time they have access to the Nomadar HPT.

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Stadium
Events

On
October 30, 2024, the Company and Cádiz CF entered into a Stadium Agreement (the “Stadium Agreement”), pursuant to
which Cádiz CF granted to Nomadar a temporary, non-exclusive right to use JP Financial Estadio (“JP Financial Stadium”).
The Company is engaged as third-party event coordinators to host events at JP Financial Stadium. Under these contracts, the Company will
be responsible for the assignment of space within JP Financial Stadium to the event coordinators, the facilitation of access necessary
for event setup, execution, and dismantling, the provision of lighting, sound, access control, hostess services, and the stage for the
event, and the compliance with all legal and regulatory requirements needed for the execution of the event. The Company anticipates that
these contracts will typically include a non-refundable up-front fee due at the closing of the contract as well as variable consideration
in the form of a percentage of ticket sales earned by the event coordinator. Pursuant to the Stadium Agreement, the Company has agreed
to assume in full all those expenses incurred by Cádiz CF that are necessary and duly justified to guarantee the correct exploitation
of JP Financial Stadium. This obligation includes, but is not limited to, all costs associated with technical, logistical, maintenance,
cleaning, supplies, security, personnel, insurance, licenses and any other service or action essential to ensure the correct provision
of the service and the proper development of the contracted activity. Additionally, any expense derived from legal, technical or administrative
requirements that Cádiz CF must face due to the activity that is the subject of the Stadium Agreement will also be fully reimbursed
by the Company, upon presentation of the appropriate supporting documents, including any costs of a fiscal or tax nature (including direct
or indirect taxes that may eventually be claimed from the club) that Cádiz CF may incur in the future because of the execution
the Stadium Agreement. The Stadium Agreement has a term of ten years, and may be extended for additional periods. There are no fixed
minimum recurring payments due by Nomadar to Cádiz CF under the Stadium Agreement. In 2025, the Company began recognizing revenue
under the Stadium Agreement, in connection with purchase orders between the Company and Cádiz CF. Other than as set forth above,
the specific services to be performed by each party and the costs for such services have not been established and will be determined
in the future, based upon the specific services to be provided.

Mágico
González Brand

Pursuant
to an agreement between Jorge Alberto González (otherwise known as Mágico González) and Cádiz CF, dated September
12, 2022, Mr. González granted all trademark rights to “Mágico González” to Cádiz CF. The agreement
provides that Cádiz CF shall retain ownership of the “Mágico González” trademarks registered in favor
of Cádiz CF for so long as the registration remains in effect or is renewed. The Mágico González trademark is registered
with the European Union Intellectual Property Office (EUIPO) under registration number 018791443. The registration application is in
process with the World Intellectual Property Organization (WIPO) for the territory of the United States.

In
August 2024, we entered into an exclusive license agreement (the “MG License Agreement”) with Cádiz CF, granting Nomadar
the exclusive rights, outside of Spain, to commercialize the Mágico González brand (the “MG Rights”). Mágico
González is a worldwide soccer star known by fans around the world. Mágico played for Cádiz CF for many years before
returning to Latin America.

The
Company intends to launch the Mágico González brand in the U.S. in the second quarter of 2026, with e-commerce offerings
beginning at such time.

Soccer
Academies

Although
we have not entered into any agreement to date, and we do not currently operate any soccer academies, we intend to enter into agreements,
including but not limited to acquisition and assignment agreements, whereby we will operate soccer academies in the United States and
Europe. The Nomadar HPT would be offered as a part of these academies to all academy participants.

Relationship
Between the Company, Sportech, and Cádiz CF

Sportech
beneficially owns approximately 90.41% (and together with Cádiz CF approximately 91.59%) of the voting power of our outstanding
voting securities and we are a “controlled company” within the meaning of the listing rules of Nasdaq. We do not currently
rely on any exemptions from the corporate governance requirements that are available to controlled companies.

As
described here and elsewhere in this Annual Report, the Company, Cádiz CF and Sportech maintain various business relationships.
For example:

●
We
entered into an unsecured loan agreement with Sportech, which was subsequently amended in January 2024 (as amended, the “Sportech
Loan”) which provides that the Company may borrow up to $1 million from Sportech, from time to time. As of December 31, 2025,
we had fully repaid all outstanding amounts the Sportech Loan. See “Item 1. Business – Capital Requirements”
for more information.

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●
On
November 1, 2024, the Company entered into an agreement with Sportech pursuant to which Sportech has agreed to provide up to $10
million to fund the business and operations of the Company in 2025, 2026, and 2027. Approximately $2.26 million was funded in 2025.

●
On
October 30, 2024, the Company entered into an agreement with Cadiz CF, which granted the Company rights to use JP Financial Stadium,
for the organization of events.

●
The
Company entered into the HPT License Agreement and MG License Agreement with Cádiz CF whereby we license the rights to the
Nomadar HPT and MG Rights from Cádiz CF in exchange for royalty payments.

●
On
June 12, 2025, we entered into an agreement (the “Assignment Agreement”) with Sportech and Cádiz CF for the assignment
of a participative loan agreement (the “Participative Loan”) to the Company. See “Item 1. Business – Capital
Requirements” for more information.

●
On
November 17, 2025, Sportech and the Company entered into the Lease Agreement with a purchase option, pursuant to which Sportech will
lease to the Company the land on which we intend to construct JP Financial Arena, in Cádiz, Spain. See “Item 1. Business
- Multi-Purpose Event Center” for more information about the Lease Agreement.

As
a result, we will continue to materially rely on the support of Sportech for additional capital in the near future, and we will have
ongoing business and commercial relations with Sportech and Cádiz CF pursuant to the license arrangements.

Our
Location – Spain; Andalusia

Spain
shines as a premier destination, not merely for its rich cultural tapestry and diverse landscapes but also for its prominent position
in the tourism sector. This distinction arises not by chance but from the allure of the experience that Spain offers. According to the
Spanish National Statistics Agency, Spain received a record 96.8 million international tourists in 2025. This steady influx positions
Spain at the forefront globally, both in terms of visitor numbers and tourism expenditure.

According
to the Spanish Ministry of Industry, Energy and Tourism (the “SMIET”), leisure tourism in Spain accounts for 86% of travel
to the country. Visitors are drawn to the temperate climate, and the extensive cultural and entertainment options. Beyond leisure, Spain
asserts itself as a crucial hub for Meetings, Incentives, Conferences, and Exhibitions (“MICE”) tourism, representing a smaller
segment of 6%, translating to 5 to 6 million foreign tourists.

According
to the Report on the Trade and Development 2020, the global MICE sector is projected to reach €1.2 trillion (approximately $1.3
trillion) by 2028, growing at an annual compound rate of 21.3% from 2021. In this burgeoning market, Spain leads the way in Europe, welcoming
4.4 million MICE tourists and generating $11.5 billion in revenue annually. The country stands out for both the duration of stays and
the daily expenditure, ranging from $224 for business events to $330 for fairs, congresses, and conventions.

Madrid
is illustrative here, having been named Europe’s premier MICE destination for the sixth consecutive year in 2023 by the 30th edition
of the World Travel Awards. We believe Andalusia represents a similar if not greater opportunity.

Andalusia,
with its temperate weather and rich culture, demonstrates how MICE tourism can synergize and enhance leisure tourism. Hosting 14% of
the nation’s tourism revenue, Andalusia attracts 14 million visitors and brings in approximately $20.6 billion annually. Its capacity
to attract visitors all year round, breaking traditional seasonal patterns, is particularly noteworthy. Annually, Andalusia attracts
between 550,000 and 680,000 MICE tourists, with an average event duration of 2.1 days. The busiest months — May, June, October,
and November — underscore a strong demand that transcends seasonal limitations, benefiting from Andalusia’s pleasant climate
and diverse tourist offerings.

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Per
the National Statistics Institute (Instituto Nacional de Estadística), Andalusia ranks third in GDP across Spain, behind only
Madrid and Catalonia, positioning itself not just as a meeting point for leisure and business but as an undeniable leader in the global
tourism field. Offering a range of experiences from leisure to business.

Growing
Global Sports Market

Consumer
demand for sports has seen exponential growth, and this growth is expected to continue. Per the 2024 report published by Two Circles,
global sports IP revenue grew over 50% over the last ten years. Additionally, the global sports IP annual revenue exceeded $159 million
in 2023. Soccer comprises 34% of the total, and soccer franchises represent three of the top five franchises by market share. The European
Union ranked second in terms of percentage of 2023 total annual annualized revenue. The projected annual revenue for global sports IP
is projected to exceed $250 billion by 2033, with an estimated 5% compound annual growth rate over the next ten years.

High
Performance Training Program

Since
2022, Cádiz CF has offered the High Performance Training Program with and through institutions across the United States, Canada,
and Europe. The Nomadar HPT is designed for young athletes both under and over 18 years of age, to study, live, and immerse themselves
in an elite soccer program. In August 2024, we entered into the HPT License Agreement with Cádiz CF, granting Nomadar the exclusive
HPT Rights, being the exclusive rights to the business, know-how, and general operations of the Nomadar HPT. We intend to leverage the
Nomadar HPT by offering the Nomadar HPT training methodology through our partner organizations to online subscribers. Online subscribers
may gain access to a full suite of professional-level training and diet regimens, among other benefits. Since the commencement of the
High Performance Training Program in 2022, approximately 900 athletes have historically enrolled in the High Performance Training Program
at the Cádiz CF Academy, with 100% attending in-person. Graduates of the program have gone on to play at a variety of reputable
clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca FC, UD Las Palmas, and Valladolid FC. Organizations
Nomadar has agreed to partner with to deliver the Nomadar HPT include International Soccer Academy, Actingwood, Universidad San Ignacio
de Loyola in Lima and San Ignacio University in Miami. We intend to expand the reach of the Nomadar HPT to encompass territories outside
of Spain and around the world.

The
HPT Rights were licensed to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024. Until
the Company commenced operations of the Nomadar HPT, no athletes were considered enrolled under the Nomadar HPT and all athletes enrolled
were considered enrolled with Cádiz CF.

During
the fourth quarter of 2024, Cádiz CF assigned its contractual position in one of the HPT agreements to the Company, and, as a
result, the Company began training five players from Japan’s Wakatake Academy. These players spent an entire quarter in Cádiz,
Spain, where they lived and trained under the full supervision of Company. The Company handled all aspects of the stay, including physical
preparation, extracurricular activities, logistics, and coordination with both Wakatake Academy and Cádiz CF, and the planning
and management of daily schedules.

In
2025, the Nomadar HPT program has expanded to include new clients, all participating in person. No remote or online training sessions
have been conducted. The training facilities remain based in Cádiz, Spain.

Revenues
generated through the Nomadar HPT are derived from the individual players participating in the program. Each athlete pays a fee to the
Company based on the length of time said athlete will live, study, and train at one of the Company’s partner locations –
generally for one to ten months, during which time they have access to the Nomadar HPT.

Program
Foundation and Vision

●
Introduction:
The Nomadar HPT incorporates methodologies from the professional clubs partnering with Nomadar in the Nomadar HPT, emphasizing
comprehensive management of grassroots soccer development. The program nurtures education, culture, and social environment in parallel
with athletic training, aligning with UNESCO’s endorsement of sport as a vehicle for teaching valuable life skills and values.

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●
Vision
and Methodology: The vision is to build a sustainable sporting mass and create a culturally enriched environment for grassroots
soccer. The methodology includes a player-centric approach, considering individual physical and psychological needs, and adaptability
to their growth rhythm.

Professional
clubs

Nomadar
is actively pursuing expansion opportunities, aiming to contract with additional clubs and organizations to implement the HPT at their
facilities. Nomadar is also seeking to contract with additional clubs to send students to participate in the Nomadar HPT at their facilities.
Cádiz CF currently leverages the Nomadar HPT at Cádiz CF’s Academy facilities.

Program
Design and Structure

The
clubs which leverage the Nomadar HPT will be structured to accommodate a range of participation lengths, including two-week sessions,
one-month intensives, one-semester courses, and full-year engagements. This flexibility in duration will allow for the Nomadar HPT to
be tailored to individual schedules and development goals. The delivery of the program’s content, both training and educational,
will employ a hybrid approach, combining in-person sessions with online modules. This dual delivery system is designed to facilitate
participation for individuals from diverse locations, overcoming potential barriers due to distance.

In-Person
Program Delivery

The
in-person component of the Nomadar HPT generally features eight hours of training each week, directly offered by the clubs which utilize
the Nomadar HPT. Participants are integrated into local teams affiliated with the program for practical experience and are provided with
individualized physical conditioning plans tailored to their specific needs. A personalized development plan is also developed for each
participant, drawing on each club´s methodology. This plan includes a balanced mix of technical, tactical, physical, and theoretical
training elements.

To
supplement the regular training regime, the program offers monthly workshops. These sessions are designed to address the evolving needs
of both players and coaches, delving into the intricacies of soccer methodology, tactical understanding, nutrition, and both general
and sport-specific physical conditioning.

Online
program expansion

Nomadar
implemented the rollout of the digital Our XI, a fully digital educational platform designed to strengthen knowledge of back-office operations
at professional soccer clubs.in the first quarter of 2026. Developed in collaboration with Cádiz CF, Our XI provides a practical,
real-world perspective on how professional clubs operate behind the scenes, covering key areas including marketing, communications, business
operations, data analytics, artificial intelligence, and emerging digital models in sports. It combines taped content with live sessions.
It is a membership community with active professionals from around the world. The teachers are professionals from Cadiz CF, Nomadar,
and other clubs, media, and organizations around soccer and sports.

Facilities
and Infrastructure

Participants
in the Nomadar HPT will utilize the training facilities of each organization offering the Nomadar HPT. The aim is to provide an environment
that mirrors the conditions of the club’s academy players, including access to equivalent equipment and staff.

Enrollment
and Track Record

Since
the commencement of the High Performance Training Program in 2022, approximately 900 athletes from several countries have historically
enrolled in the High Performance Training Program at the Cádiz CF Academy, with 100% attending in-person. Graduates of these programs
have gone on to play at a variety of reputable clubs across La Liga, including Sevilla Atl, Racing de Santander, Villarreal CF, Mallorca
FC, UD Las Palmas, and Valladolid FC. Organizations Nomadar has agreed to partner with to deliver the Nomadar HPT include International
Soccer Academy, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami. The HPT Rights were licensed
to Nomadar in August 2024. The Company commenced operations of the Nomadar HPT in the second half of 2024.

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Proposed
Revenue Streams from the Nomadar HPT

Each
participant in the Nomadar HPT will pay a fee to Nomadar, which shall cover the duration of the participant’s enrollment in the
respective program of the player’s choice, with enrollment duration ranging generally from one to ten months. Nomadar will then
provide a portion of that fee to the organization providing the facilities at which training is being undertaken, which may include Nomadar’s
current partner organizations, Actingwood, Universidad San Ignacio de Loyola in Lima and San Ignacio University in Miami.

Stadium
Events

On
October 30, 2024, the Company and Cádiz CF entered into the Stadium Agreement, pursuant to which Cádiz CF granted to Nomadar
a temporary, non-exclusive right to use JP Financial Stadium. The Company is in the process of engaging third-party event coordinators
to host events at JP Financial Stadium. Under these contracts, the Company will be responsible for the assignment of space within JP
Financial Stadium to the event coordinators, the facilitation of access necessary for event setup, execution, and dismantling, the provision
of lighting, sound, access control, hostess services, and the stage for the event, and the compliance with all legal and regulatory requirements
needed for the execution of the event. The Company anticipates that these contracts will typically include a non-refundable up-front
fee due at the closing of the contract as well as variable consideration in the form of a percentage of ticket sales earned by the event
coordinator. Pursuant to the Stadium Agreement, the Company has agreed to assume in full all those expenses incurred by Cádiz
CF that are necessary and duly justified to guarantee the correct exploitation of JP Financial Stadium. This obligation includes, but
is not limited to, all costs associated with technical, logistical, maintenance, cleaning, supplies, security, personnel, insurance,
licenses and any other service or action essential to ensure the correct provision of the service and the proper development of the contracted
activity. Additionally, any expense derived from legal, technical or administrative requirements that Cádiz CF must face due to
the activity that is the subject of the Stadium Agreement will also be fully reimbursed by the Company, upon presentation of the appropriate
supporting documents, including any costs of a fiscal or tax nature (including direct or indirect taxes that may eventually be claimed
from the club) that Cádiz CF may incur in the future because of the execution the Stadium Agreement. The Stadium Agreement has
a term of ten years, and may be extended for additional periods. There are no fixed minimum recurring payments due by Nomadar to
Cádiz CF under the Stadium Agreement. In 2025, the Company began recognizing revenue under the Stadium Agreement, in connection
with purchase orders between the Company and Cádiz CF. Other than as set forth above, the specific services to be performed by
each party and the costs for such services have not been established and will be determined in the future, based upon the specific services
to be provided.

Mágico
González Brand

Background

Pursuant to an agreement between Jorge Alberto González (otherwise known as Mágico González) and
Cádiz CF, dated September 12, 2022, Mr. González granted all trademark rights to “Mágico González”
to Cádiz CF.

In
August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain,
to commercialize the MG Rights. Mágico González is a worldwide soccer star known by fans around the world. Mágico
played for Cádiz CF for many years before returning to Latin America.

In
connection with the Mágico González e-commerce line, we plan to sell apparel, merchandise and other accessories and products.
Beyond the initial e-commerce venture, the Nomadar business vertical centered around Mágico González is set to diversify
into several other domains, encompassing both physical and experiential platforms. This expansion includes the establishment of brick-and-mortar
stores and a themed sports bar, all dedicated to celebrating the legacy of Mágico González. These spaces are designed to
offer fans a tangible connection to the legend, providing an immersive experience that goes beyond mere merchandise to include interactive
and community-building environments.

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Additionally,
the vertical plans to extend its reach into sports education and training, through the organization of summer camps and the founding
of dedicated academies. These initiatives aim to inspire and nurture future generations, using the ethos and story of Mágico González
as a foundational pillar, ensuring his legacy influences not only fans but also aspiring athletes. This comprehensive approach signifies
Nomadar’s commitment to leveraging the Mágico González brand in a manner that honors the legend’s impact, fosters
community, and promotes sportsmanship across a variety of platforms.

The
Company intends to launch the Mágico González brand in the U.S. in the second quarter of 2026, with e-commerce offerings
beginning at such time.

Market
Opportunity

In
August 2024, we entered into the MG License Agreement with Cádiz CF, granting Nomadar the exclusive rights, outside of Spain,
to commercialize the MG Rights. According to a Havas Sports & Entertainment’s (Havas SE) FANS.PASSIONS.BRANDS study, over 50%
of the Latin American population engages in soccer: Mexico (8 million), Brazil (30 million), and Chile (6 million). Additionally, the
United States, with 16.8% of its population being Latino, including 1.8 million from El Salvador, showcases a significant demographic,
with 53% of Latinos over 16 years old identifying as soccer fans.

E-Commerce
in US.

The
growth in the e-commerce sector is underscored by a shift in consumer behavior, with more people opting to make purchases online across
various categories, including sports-related apparel, merchandise and other accessories and products.

The
e-commerce operations of Mágico González through Nomadar are designed to leverage the global appeal of this legendary sports
figure, with a strategic focus on the U.S. and Latin American markets. The e-commerce operations of Mágico González platform
have already launched in Europe, which is managed and operated by Cádiz CF. Cádiz CF retains all proceeds from e-commerce
sales in Spain. The e-commerce operations of Mágico González are scheduled to launch in the United States in the second quarter of 2026, which will be managed and operated by Nomadar. Nomadar’s e-commerce platform will operate out of a central distribution
center located in Texas. This hub will serve as the primary logistical point for receiving materials and facilitating shipments across
the United States and Latin America, ensuring efficient delivery of a wide range of products, from clothing to exclusive merchandise.

To
effectively connect with the target audience and drive traffic to the e-commerce platform, Nomadar plans to implement a focused marketing
strategy, including paid advertising campaigns targeting main cities in the U.S. with significant Latin American populations and a strong
base of soccer enthusiasts.

Moreover,
Cádiz created the first La Liga avatar, modeled after Mágico González, serving as a virtual assistant to fans. This
avatar enhances the fans’ digital experience by providing club history insights and supporting shoppers online. This illustrates
the brand’s pioneering approach to fan engagement. Focusing on the United States, Nomadar aims to leverage the substantial Salvadoran
population, particularly in states with significant concentrations of Salvadorans and broader Latin communities. The key states for targeted
marketing activities include California, Maryland, New York, Texas, Virginia, New Jersey, and Florida.

In
these strategic locations, Nomadar plans to execute various marketing initiatives to celebrate and promote the Mágico González
brand. These include:

●
Soccer
camps and clinics branded as “Mágico González,” offering training and development opportunities while fostering
a deeper connection between the brand and the community.

●
Tribute
events dedicated to Mágico González, celebrating his legacy and connection to fans.

10

Marketing
Strategy

The
e-commerce platform for Mágico González, specifically designed with mobile users in mind, aligns well with current trends
in internet usage. Per StatCounter, as of July 2024, over 50% of all global web traffic came through mobile phones, highlighting the
importance of a mobile-optimized shopping experience.

The
platform’s seamless integration with logistics—automatically notifying the Texas-based logistic center upon any purchase—ensures
a swift preparation for shipping, enhancing customer satisfaction. Moreover, the diverse traffic sources, including Nomadar’s website,
its social networks, dedicated social channels for the e-commerce platform, and targeted paid campaigns on Facebook and Instagram, are
strategically chosen to leverage the mobile browsing behavior of today’s consumers.

Specific
Sales Strategies

●
Limited
Edition Releases: Introducing limited edition merchandise in collaboration with artists or during significant anniversaries to
create urgency and exclusivity among fans.

●
Fan
Engagement: Utilizing social media platforms and the Mágico González avatar to engage with fans, promoting upcoming
products, and gathering feedback for future merchandise ideas.

●
Cross-Promotions:
Collaborating with soccer clubs, leagues, and other brands for cross-promotional merchandise that can appeal to a broader audience,
including fans of Cádiz CF and La Liga.

●
Personalization
Options: Offering customization options for certain products, such as personalized jerseys or engraved memorabilia, to enhance
the appeal and perceived value among fans.

●
Global
Shipping: Ensuring the e-commerce platform is equipped to handle international orders, thereby reaching the global fanbase of
Mágico González and soccer enthusiasts worldwide.

●
Seasonal
Campaigns: Aligning product launches and marketing campaigns with major soccer events, holidays, and the start of soccer seasons
to maximize engagement and sales.

Revenue
Model

The
e-commerce revenue line will primarily generate income through direct sales of merchandise. Pricing strategies will vary, with premium
pricing on limited edition and autographed items, competitive pricing on apparel and accessories, and value-based pricing for digital
products. Additionally, the platform may explore subscription models for exclusive content or VIP fan experiences, further diversifying
its revenue streams.

Customer
Experience and Loyalty

●
Seamless
Shopping Experience: A user-friendly website and mobile app interface that simplifies the browsing and purchasing process, enhancing
customer satisfaction.

●
Loyalty
Programs: Implementing reward systems for frequent shoppers, offering discounts, early access to new products, and exclusive
content to foster a loyal customer base.

●
Customer
Service: Providing excellent customer service, including easy returns, product inquiries, and support for international shipping
issues, to build trust and repeat business.

Traffic
Generation Strategies

The
strategy to drive traffic to the Mágico González e-commerce site is multifaceted, incorporating both direct and indirect
methods:

1.
Nomadar
Website Integration: The Nomadar website will feature a dedicated section for the e-commerce platform, complete with informative
content about the available products and a direct link to the shopping site. This creates a seamless transition for visitors from
learning about Mágico González to making a purchase.

2.
Social
Media Engagement on Nomadar’s Platforms: Nomadar’s existing social networks will be leveraged to promote the e-commerce
site. By sharing updates, product highlights, and special promotions, Nomadar can directly engage its established audience and guide
them to the e-commerce platform.

3.
Dedicated
Social Media Channels for the E-commerce Platform: To specifically target fans of Mágico González and soccer enthusiasts,
the e-commerce initiative will have its social media presence. This channel will feature historic videos, goals, memorable matches,
and iconic moments from Mágico González’s career, intertwining content marketing with direct promotion of the
e-commerce site.

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4.
Paid
Advertising Campaigns: Utilizing platforms such as Facebook and Instagram for targeted paid campaigns allows for precise audience
targeting. By focusing on users with interests in soccer, sports memorabilia, and specifically fans of Mágico González,
these campaigns aim to attract relevant traffic to the e-commerce site, optimizing the marketing spend and enhancing the conversion
rate.

Brick
and Mortar

Nomadar
plans to expand the Mágico González brand, not only through online initiatives, but also brick and mortar locations. These
stores will be designed to showcase exclusive merchandise and serve as interactive spaces for fans to engage with the legacy of soccer.

Mágico
González-Licensed Hospitality and Leisure

The
Mágico bar project, spearheaded by Nomadar under the auspices of Cádiz CF, symbolizes an innovative blend of sports, technology,
leisure, and hospitality. This concept diverges significantly from traditional sports and hospitality spaces by offering a unique experience
that extends far beyond mere viewing of sports events or casual dining. The essence of this project lies in its holistic approach to
leisure time, emphasizing rest, relaxation, and enjoyment among friends, coupled with the thrill and immediacy of sports events.

The
distinguishing feature of Mágico bar is its deep connection with the Cádiz CF, a soccer club with a rich history and a
global fan base that invokes a profound sense of belonging and special affection. Named after the legendary footballer Mágico
González, known for his exceptional talent and impact on the sport, the bar aims to celebrate his legacy while providing a space
where the excitement of physical activity can be enjoyed in its various forms. We do not anticipate the Mágico bar project will
be completed until at least 2031.

Intellectual
Property

We
may create, own or license intellectual property in the countries in which we operate, have operated or intend to operate, and it is
our practice to protect our trademarks, tradenames, know-how and other original and acquired works. Our registrations and applications
relate to trademarks and inventions associated with, among other of our planned brands, Nomadar Corp. and Mágico González.
We do not currently have any intellectual property protection for the Nomadar HPT. We believe our ability to maintain and monetize our
intellectual property rights, including our brand logos, is important to our business, our brand-building efforts and the marketing of
our products and services. We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to
prevent misappropriation of these rights or protect against vulnerability to oppositions or cancellation actions due to non-use. For
more information, see the section titled “Risk Factors – Risks Related to Our Intellectual Property, Cybersecurity, and
Data Privacy.”

Competition
and Competitive Strengths

Competition

We
will, now and in the future, face significant competition in each of our current and proposed business verticals.

●
In
general, the success of our business and operations in Europe, and is heavily related to the success of Cádiz CF and the standing
of Cádiz CF in La Liga. At any given time, there are 20 teams in first tier of La Liga, 22 teams in the Segunda División,
and many other second division men’s teams in leagues across the world, many of which have greater resources than Cádiz
CF now, and greater resources than we will have in the future, including but not limited to Futbol Club Barcelona, Athletic Club,
and Real Madrid Club de Fútbol. Nomadar represents a strategic initiative by Cádiz. Other La Liga teams may engage
in activities similar to ours now or in the future.

12

●
JP
Financial Arena will face significant competition once completed. JP Financial Arena will compete with local and established businesses
for commercial tenants and tourists, and with other venues (e.g., Las Vegas Sphere) for athletic, musical, and other events.

●
Our
sports academies will face significant competition, including in the U.S. (e.g., IMG Academy, and Red Bull Athlete Development Program),
in Europe (e.g., La Masía, and Chelsea Football Academy), and elsewhere (e.g., Aspire Academy).

●
Our
e-commerce brand which currently revolves around the likeness of Mágico González, will face significant competition
globally from both established sports lifestyle brands (e.g., Adidas, Nike, CR7, and Umbro), and new entrants into the market.

Competitive
Strengths

A
company like Nomadar, which operates at the nexus of sports, health, and technology with a focus on bridging continents, boasts several
competitive strengths that set it apart in the global marketplace. These strengths not only underscore its unique position but also enhance
its ability to achieve its strategic objectives. Our competitive strengths, among others, are as follows:

●
Financial
and Operations Support from Sportech. We currently, and in the future, plan to, rely on Sportech, for financial and operational
support. Although there is no guaranty that we may not need to raise funds in the future, either through equity or debt instruments,
we do not foresee a need to do so in the near future due to the financial support we receive and will receive from Sportech.

●
Established
Global Soccer Presence. Our ultimate parent is Cádiz CF, a European soccer club founded in 1910. Between 1929 and 1977,
Cádiz CF played in either the second or third tier of Spanish soccer. In 1977, Cádiz CF achieved promotion to La Liga
for the first time. Since then, Cádiz CF has played 16 seasons in the first tier, as well as spending several at the second
level. We are able to draw on over 110 years of goodwill, and decades of well-wrought relationships in the global soccer community.

●
Diverse
Proposed Business Portfolio. Our proposed engagement in multiple business lines, including the management of a multi-purpose
event center, a soccer academy, an e-commerce and other activities for Mágico González, and educational programs, will
offer diverse revenue streams and reduce dependency on a single market segment. This diversification also enables cross-promotion
and synergy across its different ventures.

●
Strategic
Geographic Presence. With planned operations spanning the United States, Europe, and connections to Latin America, we believe
we will effectively leverage our geographic presence to act as a bridge between different markets. This allows for a unique exchange
of cultural, technological, and sporting practices, enhancing our global outreach and impact.

●
Youth
Development and Education. Our focus on youth soccer development through our academy and the Nomadar HPT will position Nomadar
as a leader in nurturing the next generation of soccer talent. By providing comprehensive training, education, and international
exposure, Nomadar will not only contribute to the development of future stars but also build a loyal community of athletes and families.

●
Cultural
and Sporting Legacy. Through its association with figures like Mágico González and its commitment to celebrating
cultural heritage, Nomadar will tap into deep-seated fan loyalties and cultural narratives. We believe that this will strengthen
our brand identity and foster a strong emotional connection with our audience.

●
Commitment
to Health and Performance. Beyond its sports initiatives, Nomadar’s dedication to health, evident through its training
and educational programs, aligns with growing global trends towards wellness and performance optimization. This not only appeals
to athletes but also to a broader audience interested in health and fitness.

These competitive strengths collectively enable a company like Nomadar to navigate the complex landscape of international sports, health, and technology. By continuously leveraging and building upon these strengths, Nomadar can sustain its growth, innovate, and maintain a leading position in its field.

13

Strategic
Timing

The
launch of Nomadar and our various business lines and initiatives has been timed to coincide with the next two Men’s World Cups
(taking place in the United States and Canada, and Spain), the next Women’s World Cup event (taking place in the United States
and Mexico), and the next summer Olympic Games (taking place in Los Angeles, California). We believe the geographic proximity and timing
of the upcoming World Cups offers Nomadar a unique market opportunity that it can take advantage of to draw engagement and camaraderie
around the Company’s business lines, as well as potential brand partnerships.

Capital
Requirements

Financial
Structure and Capital Strategy for the Development of the Event Center at JP Financial Arena

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). To meet these capital requirements, a mixed financing plan has been at least formulated, incorporating
external debt financing, capital injections from the principal shareholder, and capital increases through the issuance of new shares.
As of the date hereof, the Company does not have the required funding to develop JP Financial Arena. The Company has generated revenue
from providing services under commercial contracts to date. As of December 31, 2025, the Company had approximately $78 thousand in cash
and a working capital deficit of approximately $4 million. The Company has incurred a net loss from operations since its inception on
August 8, 2023. As of December 31, 2025, the Company had an accumulated deficit of approximately $4 million. Further, as described herein,
the Company expects to continue to incur significant costs in pursuit of our financing and acquisition plans. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial
statements included herein are available to be issued.

In
September 2023, we entered into an unsecured loan agreement with Sportech, which was subsequently amended in January 2024 (as amended,
the “Sportech Loan”). The Sportech Loan provides that we may borrow up to $1 million from Sportech, from time to time, in
partial or whole disbursement. The Sportech Loan provides for interest of 4.19% APR on all amounts borrowed under the Sportech Loan,
with final repayment due no later than December 31, 2029. As of September 30, 2025, we had fully repaid all outstanding amounts the Sportech
Loan. We may, now or in the future, incur additional indebtedness to fund our business and operations, including additional indebtedness
from Sportech. Although unsecured, failure to repay our current, or future indebtedness, would negatively impact our business and results
of operations.

In
November 2024, the Company entered into a binding capital contribution agreement with Sportech, which was amended on June 12, 2025 (as
amended, the “Contribution Agreement”), pursuant to which Sportech has agreed to provide for or otherwise arrange up to $10
million to fund the business and operations of the Company through 2027 (each funding date, a “Funding Date”), in each case
conditioned on the then-current listing of the Company on a U.S. national stock exchange. On each Funding Date, in consideration for
the cash contribution on such Funding Date, we will issue to Sportech a number of shares of common stock based upon the fair market value
of the common stock on such Funding Date. The number of shares to be issued by the Company to Sportech on each Funding Date shall be
calculated as follows, in accordance with applicable Nasdaq rules: the greater of (a) the Nasdaq consolidated closing bid price of the
common stock immediately preceding the Funding Date; and (b) the lower of (i) the Nasdaq official closing price (as reflected on Nasdaq.com)
immediately preceding the Funding Date, or (ii) the average Nasdaq official closing price of the common stock (as reflected on Nasdaq.com)
for the five trading days immediately preceding the Funding Date.

On
November 20, 2025, we issued Sportech 260,433 shares of common stock pursuant to the Contribution Agreement in exchange for approximately
$2.3 million provided by Sportech to the Company as of the date thereof. Additionally, on February 26, 2026, we issued Sportech 415,935
shares of common stock pursuant to the Contribution Agreement in exchange for approximately $1.9 million provided by Sportech to the
Company. Such issuances were unanimously approved by all members of the Audit Committee of the Board of Directors. The shares were issued
at a price of $4.66 per share, representing the closing price of the common stock on the date of committee approval in accordance with
the applicable rules of The Nasdaq Stock Market.

14

On
February 27, 2026, we entered into a subscription agreement (the “February 2026 Subscription Agreement”) with an
unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up
to $5.4 million of the Company’s class A common stock, par value $0.00001 per share, in one or more closings, at a price per
share equal to $3.65, representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches. On March 3,
2026, the Company closed the first tranche of the February 2026 Offering, and issued 584,969 shares of Common Stock to the investor
at the per share purchase price. The second tranche of the offering closed on March 30, 2026, and the Company issued 447,983 shares
to the investor as a result. The third tranche of the offering is scheduled to close on April 30, 2026. This investor was brought to
the Company by Sportech as part of the fulfillment of the terms of the Contribution Agreement, with the remaining amount to be
contributed under the Contribution Agreement of $0.4 million. On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party accredited
investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $1.738 million of the Company’s class A common stock at a price per share equal to $3.65, representing the issuance of up to 476,384 shares of
common stock, in seven separate tranches. The issuances of the shares were made in reliance on the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 of Regulation D thereunder, because the offers and sales of such securities do not involve a “public offering”
as defined in Section 4(a)(2) of the Securities Act.

On
June 12, 2025, we entered into an agreement (the “Assignment Agreement”) with Cádiz CF for the assignment of a participative
loan agreement (the “Participative Loan”) to the Company. The Participative Loan was previously held between Cádiz
CF and Sportech. Pursuant to the Assignment Agreement, the Company became the new lender and Sportech remained as the borrower. The Participative
Loan has an outstanding principal balance at the time of assignment of €7.7 million due on February 23, 2027. The Participative
Loan has a fixed interest rate of 3% per annum plus a variable interest rate equivalent to 1.5% of the earnings before interest, taxes,
depreciation, and amortization (“EBITDA”) of the previously completed fiscal year of the borrower. The Participative Loan
was accounted for as a non-monetary exchange and measured at fair value. The fair value of the Participative Loan was determined to be
$8,711,035, which equals the aggregate fair value of the consideration transferred. In exchange for the assignment of the Participative
Loan, the Company (i) issued to Cádiz CF 750,000 shares of its common stock, which was fair valued at $7,884,589, and (ii) agreed
to pay to Cádiz CF $1.0 million within 24 months from the date of the Assignment Agreement, which was present valued at $826,446.
The face value of the Participative Loan as of the date of entry into the Assignment Agreement was $7.9 million (based on €6.8 million
on the date of assignment).

Debt
Financing

External
debt financing of approximately €162 million (approximately $176 million) is planned, allocated over the timeline starting from
2027 with the following breakdown: €31 million (approximately $33.7 million) in 2027, €43 million (approximately $46.7 million)
in 2028, €52 million (approximately $56.5 million) in 2029, €33 million (approximately $35.8 million) in 2030, and €3
million (approximately $3.2 million) in 2031. The strategy envisions the commencement of debt servicing in 2031, accessing debt markets
through bond issuances, investment funds, or banking institutions.

Equity
Financing

To
meet our remaining financial requirements, estimated at approximately €123 million (approximately $133.7 million) beginning in 2027,
we intend to pursue equity financings at the then-current fair market value of the shares of our capital stock. However, no assurance
can be given that we will be able to raise funding on favorable terms, or at all.

Implications
of being a Controlled Company

As
long as our principal shareholder owns at least 50% of the voting power of our Company, we will be a “controlled company”
as defined under Nasdaq listing rules. As a controlled company, we are permitted to rely on certain exemptions from Nasdaq’s corporate
governance rules, including:

●
an exemption from the rule that a majority of our board of directors must be independent directors;

15

●
an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent
directors; and

●
an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although
we currently do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to
rely on this exemption in the future. As a result, you may not in the future have the same protection afforded to shareholders of companies
that are subject to these corporate governance requirements.

Implications
of Being an Emerging Growth Company and a Smaller Reporting Company

We
are an “emerging growth company” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act
of 2012 (the “JOBS Act”). As such, we are eligible to take, and intend to take, advantage of certain exemptions from various
reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an
emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (ii) the exemptions
from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements.

We
will remain an emerging growth company until the earliest of (i) December 31, 2030, (ii) the last day of the fiscal year in which we
have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large
accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which would
occur if the market value of our common stock held by non-affiliates was $700.0 million or more as of the last business day of the second
fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period.

In
addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with
new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and,
as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for
non-public companies instead of the dates required for other public companies.

We
are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates
is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million
during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more
measured on the last business day of our second fiscal quarter.

Human
Capital

As
of December 31, 2025, we had eight full-time employees. None of our employees are represented by labor unions or covered by collective
bargaining agreements. We consider the relationship with our employees to be good.

Future
and Proposed Human Capital

The
Company hired six employees based in Spain, three of which are based entirely in Spain and the other three will split their time and
duties between Spain and the United States. The employees based in Spain would then focus on the advancement of JP Financial Arena, and
the business and operations of the Nomadar HPT in Europe and Asia, and the employees based in the United States would focus on the advancement
of the Nomadar HPT in the Americas, and the Mágico González brand. As Nomadar has begun to generate revenues following
the launch of the Nomadar HPT and the Mágico González brand as well as through event management, we intend to onboard additional
employees and consultants as necessary, particularly in Spain to oversee the permitting and construction of JP Financial Arena.

16

As
of the date hereof, the Company has no subsidiaries, but conducts operations in Spain through what we refer to as the Nomadar Spanish
Branch, formally named Nomadar Corp. Sucursal en España. The Nomadar Spanish Branch is not a subsidiary of the Company, and was
formed to comply with applicable local laws and regulations. The Spanish Branch has no separate legal personhood, has no separate shareholders
or owners, and for all intents and purposes is simply the mechanism through which Nomadar may conduct its business and operations in
Spain. The Spanish Branch is merely a local office of Nomadar. All matters related to the branch are governed by the jurisdiction where
Nomadar is incorporated, which is the State of Delaware, although Nomadar has, through the Spanish Branch, consented to service of process
in relation to its activities carried out in Spain.

Available
Information

We
were formed in August 2023 as a Delaware corporation. Our principal executive offices are located at 5015 Highway 59 N, Marshall, Texas
75670. Our telephone number is (323) 672-4566 and our website address is www.nomadar.com. Our annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K and proxy statements, and all exhibits and amendments thereto, are available free
of charge on our Internet website. These reports are posted on our website as soon as reasonably practicable after such reports are electronically
filed with the SEC. The public may read and copy any materials that we file with the SEC electronically through the SEC website (www.sec.gov).
The information contained on the SEC’s website is not incorporated by reference into this Form 10-K and should not be considered
to be part of this Form 10-K. Within the Investors section of our website, we provide information concerning corporate governance, including
our Corporate Governance Guidelines, board committee charters, Code of Conduct and other information. The content reflected on any website
reflected in this Form 10-K is not incorporated by reference herein unless expressly noted.