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- Related Party (new) — Transaction is with Sportech, the company's controlling shareholder, creating potential conflicts of interest in pricing and terms.
Nomadar commits to $4.45M land purchase from controlling shareholder within 90 days
Filed April 14, 2026 · Period ending April 12, 2026 · ~1 min read
Key Changes
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high
Nomadar must purchase 130,000 sq meters of Spanish land from controlling shareholder Sportech for ~$4.45M within 90 days, creating immediate cash obligation due by mid-July 2026.
Item 1.01 verify on EDGAR → -
high
Transaction is with Sportech, Nomadar's controlling shareholder, raising related-party concerns despite board and audit committee approval on April 12.
Item 1.01 verify on EDGAR → -
medium
Amended land lease for Puerto de Santa María property runs 3 years with optional 2-year extension; purchase option can be exercised in 100,000+ sq meter increments over lease term.
Item 1.01 verify on EDGAR → -
low
Press release disclosure furnished under Regulation FD (Item 7.01), meaning it's not legally 'filed' and carries reduced liability protections versus standard SEC filings.
Item 7.01 verify on EDGAR →
Summary
Nomadar Corp. has committed to a $4.45 million land purchase from its controlling shareholder Sportech, with payment due within 90 days. The company amended its November 2025 land lease for property in Puerto de Santa María, Spain—likely tied to its JP Financial Arena development project—and simultaneously locked in a binding purchase of 130,000 square meters at approximately $4.45 million €3.79 million. While both the board and audit committee approved the deal on April 12, the related-party nature raises questions about whether Nomadar is getting market terms.
Retail investors should focus on two things: whether Nomadar has the cash to close this purchase by mid-July without dilutive financing, and whether independent valuation supports the €29 per square meter price. The flexible purchase structure allows future land acquisitions in 100,000+ square meter chunks, suggesting this may be the first of multiple transactions. Watch the Q2 10-Q for details on how this purchase was funded and any updates on the Arena project timeline.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On 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.
Nomadar amended its land lease agreement with Sportech, its controlling shareholder, for property in Spain intended for the JP Financial Arena development project. The lease runs for three years with an optional two-year extension. This is a related party transaction requiring board and audit committee approval.
Added in current filing · verify on EDGAR →
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.
The addendum allows Nomadar to purchase the property in increments rather than all at once, with each increment requiring a minimum of 100,000 square meters. This provides flexibility in capital deployment over the lease term.
Added in current filing · verify on EDGAR →
Simultaneously with the execution of the Addendum, the Company and Sportech entered into a binding purchase option, whereby the Company agreed to purchase 130,000 square meters of the Property from Sportech for €3,792,100 (approximately $4.45 million) within 90 days from the date of the purchase option.
Nomadar committed to purchase 130,000 square meters of the property for €3,792,100 (approximately $4.45 million) within 90 days. This creates a near-term cash obligation of roughly $4.45 million that must be funded within three months.
Added in current filing · verify on EDGAR →
The Board of Directors of the Company (the “Board”) and the Audit Committee of the Board each approved and ratified the execution of the Addendum and the purchase option on April 12, 2026.
Both the full board and the audit committee approved the addendum and purchase option on April 12, 2026. This governance step is particularly important given the related party nature of the transaction with the controlling shareholder.
Event · Item 7.01 — Regulation FD Disclosure
Nomadar announced execution of an Addendum and purchase option via press release under Regulation FD.
Added in current filing · verify on EDGAR →
On April 14, 2026, the Company issued a press release announcing the execution of the Addendum and the purchase option (the “Press Release”).
Nomadar disclosed that it executed an Addendum and obtained a purchase option, announced via press release on April 14, 2026.The press release itself is furnished as an exhibit but not included in the body text provided.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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 disclosure is furnished under Item 7.01 (Regulation FD) rather than filed, meaning it is not subject to certain liability provisions of securities laws and will not be incorporated by reference into other SEC filings. This is standard treatment for Regulation FD disclosures but limits the legal weight of the information.
Event · Item 9.01 — Financial Statements and Exhibits
Nomadar Corp. entered into a land lease addendum and purchase option agreement with Sport City Cádiz S.L. on April 9, 2026.
Added in current filing · verify on EDGAR →
Addendum No. 1 to Land Lease Agreement and Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.
Nomadar Corp. executed an addendum to an existing land lease agreement with Sport City Cádiz S.L. on April 9, 2026. The addendum modifies terms of a prior lease arrangement, though the specific changes are not detailed in the 8-K body. This may affect the company's real estate obligations or operational footprint.
Added in current filing · verify on EDGAR →
Purchase Option dated April 9, 2026, by and between Nomadar Corp. and Sport City Cádiz S.L.
Nomadar Corp. entered into a purchase option agreement with Sport City Cádiz S.L. on April 9, 2026. This grants the company the right to purchase property from Sport City Cádiz, potentially providing strategic flexibility for future expansion or asset acquisition. The financial terms and exercise conditions are not disclosed in the 8-K body.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify