Nomadar Corp. Announces Acquisition of Fox Soccer Academies

What Happened
Nomadar Corp. announced on Sept. 13, 2026 that its wholly owned subsidiary, Fox Soccer Holding Company LLC (the “Purchaser”), entered into an Equity Purchase Agreement to acquire 100% of the issued interests in four Fox Soccer companies operating academies in New York, North Carolina, the United Kingdom and Austria. Consideration includes newly issued Purchaser membership interests (4,419,607 Class B Units representing 49% of the Purchaser), a $2,000,000 base cash payment, adjustments for cash/working capital/net debt, deferred payments totaling $2,600,000 (cash plus stock), up to $1,500,000 in earnout payments tied to four-season cumulative net income, and Nomadar Shares valued at $500,000 issued at closing. The deal includes a $600,000 two‑year holdback, employment agreements for certain sellers, five‑year restrictive covenants for sellers, and customary closing conditions; either party may terminate if the deal does not close within 60 days (subject to certain exceptions).

Key Details

• Agreement date: September 13, 2026; press release filed Sept. 14, 2026 (Regulation FD disclosure).
• Purchase price components: 4,419,607 Class B Units (49% of Purchaser), $2,000,000 base cash, adjustments, $2,600,000 in deferred cash/stock, up to $1,500,000 earnout, and $500,000 in Nomadar Shares at closing.
• Deferred payments: Two additional payments after the 2026–27 and 2027–28 seasons — each $1,000,000 cash plus $300,000 in Nomadar Shares (value based on a 10‑day average).
• Other economics/rights: $600,000 holdback payable on the 2nd anniversary (subject to indemnity adjustments); Nomadar option to acquire the sellers’ Purchaser Interests for $4,400,000 within a prescribed window.

Why It Matters
This transaction expands Nomadar’s footprint into youth soccer academies across the U.S., U.K. and Austria and brings operating teams into employment agreements with the company. For investors, the deal uses a mix of cash and equity and includes deferred and contingent payments, which can affect near‑term cash needs and future share issuance/dilution. Key risks and milestones remain: the closing is subject to customary consents and conditions, the earnout depends on future academy performance, and certain payments and a holdback could be adjusted for indemnity or working capital items. The filing also confirms use of private placement exemptions for the share issuances.