Nomadar Corp. Announces Planned Reorganization and Reverse Spin‑Off via Cádiz CF

What Happened
Nomadar Corp. (NOMA) disclosed that on August 19, 2026 the board of Cádiz Club de Fútbol, S.A.D. (“Cádiz CF”) approved and filed a Shareholder meeting call and a Spin‑Off Project with the Spanish Commercial Registry. The Spin‑Off Project describes a reverse financial partial spin‑off in which Cádiz CF would transfer its equity interests in Sport City Cádiz, S.L.U. (“Sport City”) to Sport City, and Sport City’s equity interests would be allocated to Cádiz CF shareholders. That spin‑off is the first phase of a proposed Reorganization that contemplates Cádiz CF shareholders contributing their Cádiz CF shares to Sport City and then Sport City contributing its Cádiz CF shares to Nomadar in exchange for newly issued Nomadar common stock (par value $0.000001). The Cádiz CF shareholders are expected to vote on the spin‑off at a general meeting on or about September 30, 2026.

Key Details

• Filing date: Spin‑Off Project filed with the Commercial Registry of Spain on August 19, 2026.
• Expected shareholder vote: Cádiz CF general shareholders’ meeting on or about September 30, 2026.
• Transaction scope: Reverse financial partial spin‑off followed by contributions/exchanges that could result in Nomadar becoming the majority owner of Cádiz CF.
• Unresolved specifics: The filed Spin‑Off Project does not specify a value for Cádiz CF or the number of Nomadar shares to be issued; any contribution to Nomadar would require Nomadar Board approval and, if required, stockholder approval.

Why It Matters
This filing signals a potential corporate reorganization that, if completed, would materially change Nomadar’s ownership structure by making the company the parent of a professional football club (Cádiz CF). For investors, the key facts are that the plan is at an early stage, specific valuation and share‑issuance terms have not been set, and completion depends on multiple approvals and conditions. The company expressly warns these are forward‑looking plans and there is no guarantee the Reorganization, Exchange, or any phase will be completed as described — investors should expect potential dilution if new Nomadar shares are issued as part of any transaction.