Nomadar Corp.

We believe that our properties are suitable for the conduct of our business.

• Public health issues such as a major epidemic or pandemic could adversely affect our business and financial results.
• A health and safety incident relating to our operations could be costly in terms of potential liability and reputational damage.
• Delays or failures by governmental authorities to take expected actions could reduce our returns or cause us to incur losses on certain real estate development projects.
• Development activities, such as those associated with our mixed-use development, are subject to significant risks.
• Risks Related to our Training Programs
• We are dependent upon the performance and popularity of the Cádiz CF men’s first team, and poor performance or decline in popularity of the team may have a material negative impact on our business and results of operations.
• The high level of competition in the health and fitness industry could materially and adversely affect our business.
• If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected.
• Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.
• We, Sportech, and the owners of other facilities hosting Nomadar HPT academies could be subject to claims related to health and safety risks to academy participants that arise while at JP Financial Arena or any other facilities hosting Nomadar HPT academies. Further, we, or Sportech, could be subject to claims related to health and safety risks to patrons attending JP Financial Arena.
• Risks Related to our Mágico González and other Merchandise and Licensing Initiatives
• We have entered into an exclusive license agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Mágico González brand, outside of Spain, to Nomadar, but there is no guarantee that Cádiz CF will not terminate this agreement in the future.
• Our proposed products, services and experiences face intense competition.
• Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business.
• Our profitability may decline or our growth may be negatively impacted as a result of increasing pressure on pricing.
• Fluctuations in the cost of raw materials and commodities we use in our products and costs related to our supply chain could negatively affect our operating results.
• Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.
• The value of our brand and sales of our products could be diminished if we are associated with negative publicity.
• If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected.
• General Risks Related to Our Business
• Our success depends substantially on the value of our brand, and any negative impact on our brand can negatively impact our business and results of operations.
• If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.
• Our business and financial results could be adversely affected by weather conditions and natural disasters.
• Fluctuations in exchange rates may adversely affect our results of operations.
• We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful.
• We have limited capital resources and will be reliant on our key employees. The loss of any of our key employees or our failure to onboard additional resources will have a material adverse impact on our business and results of operations.
• Risks Related to Our Intellectual Property, Cybersecurity, and Data Privacy
• Our intellectual property rights, including trademarks, trade names, and know-how, may be infringed, misappropriated or challenged by others.
• Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers.
• Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties.
• The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our, and our business partners’ businesses by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could subject us to loss and harm our brand and our business, as well as the brand and businesses of our business partners.
• Risks Related to Our Dependence on Third Parties
• Our business depends in part on relationships with certain third parties.
• Risks Related to Our Industry
• There could be a decline in our popularity or the popularity of soccer.
• Serious injuries to or losses of Cádiz CF playing staff may affect the team’s performance, and therefore our results of operations and financial condition.
• We expect our business to be substantially dependent on the popularity and/or competitive success of Cádiz CF, which cannot be assured.
• Our business could be adversely affected by terrorist activity or the threat of terrorist activity and other developments that discourage congregation at prominent places of public assembly.
• We will be subject to governmental regulation, which can change, and any failure to comply with these regulations may have a material negative effect on our current and proposed business lines and results of operations.
• Our proposed international expansion and operations in foreign markets is speculative and will expose us to risks associated with international sales and operations.
• Fans attending professional soccer games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses.
• Our commercial partners may be unable to recruit, train and/or retain qualified coaches, teachers, mentors, and other skilled professionals for the Nomadar HPT.
• We have entered into the HPT License Agreement and the Framework Agreement with Cádiz CF, whereby Cádiz CF has licensed all rights to the Nomadar HPT to Nomadar, and whereby each of Cádiz CF and Nomadar have agreed to provide certain services to the other, respectively, but there is no guarantee that Cádiz CF will not terminate the HPT License Agreement and/or the Framework Agreement in the future, or that we will be able to negotiate favorable payment terms under the Framework Agreement.
• Our agreements with Cádiz CF and Sportech involve actual and apparent conflicts of interest, and there is no guarantee that we will be able to negotiate favorable terms in any current or future agreements with either party.
• Failure to attract and retain students to enroll in programs which utilize the Nomadar HPT, or failure to onboard partner organizations to utilize the Nomadar HPT, may have a material adverse impact on our business and prospects.
• We may be unable to manage and adapt to changes in technology, and this could have a material adverse effect on our business and results of operations.
• The actions of La Liga may have a material negative effect on our business and results of operations.
• Risks Related to Ownership of Our common stock
• Sales of common stock by our stockholders could cause our share price to decline.
• The expiration of lock-up agreements that restrict the trading of outstanding common stock could cause the market price of the common stock to decline and would result in the dilution of your holdings.
• We are a “controlled company” within the meaning of the Nasdaq Stock Market Rules because our insiders beneficially own more than 50% of the voting power of our outstanding voting securities, and based on such status we can rely on exemptions from certain corporate governance requirements that could adversely affect holders of the common stock.
• The holder of our shares of Class B common stock has additional rights and privileges which allow the holders to exert additional control over the Company.
• U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management or executive officers.
• Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.
• We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
• Our management and principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
• Provisions of our amended and restated certificate of incorporation and bylaws, in each case, may delay or prevent a take-over that may not be in the best interests of our stockholders.
• Our amended and restated certificate of incorporation provides for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
• Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.
• The obligations associated with being a public company require significant resources and management attention.
• We have identified material weaknesses in our internal control over financial reporting, and if we fail to remediate these weaknesses or maintain effective internal controls, we may be unable to accurately report our financial results or comply with our reporting obligations.
• We may not be able to maintain a listing of our common stock on Nasdaq.
• It is not possible to predict the actual number of shares we will sell under the Company’s Standby Equity Purchase Agreement with Yorkville, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Standby Equity Purchase Agreement with Yorkville.
• You may be diluted by future issuances of preferred stock or additional common stock in connection with the SEPA, our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
• The sale and issuance of our common stock to Yorkville will cause dilution to our existing stockholders, and the sale of the shares of common stock acquired by Yorkville, or the perception that such sales may occur, could cause the price of our common stock to fall.
• We may not receive all of the proceeds from our committed private placement financings.