Nomadar Corp. Liquidation Value

Nomadar Corp. (NOMA) is a Delaware-incorporated sport technology company majority-owned by Sport City Cádiz, S.L. (Sportech), which in turn is owned by Cádiz CF S.A.D. The company completed a Nasdaq direct listing on October 31, 2025 and began generating revenue in 2025 from High Performance Training (HPT) program services and stadium event management at JP Financial Stadium. Total revenue for FY2025 was $0.92M against cost of sales of $0.44M, yielding a gross profit of $0.48M, but operating losses of $2.69M driven primarily by $2.77M in professional fees. Net loss for the year was $2.77M, compared to $1.37M in FY2024—a 101% deterioration. Accumulated deficit stands at $4.18M as of December 31, 2025.

Under a liquidation lens, recovery to equity is severely negative. MFFAIS CLV/LLV/OLV are reported at approximately -$5.9M/-$5.7M/-$5.7M, which is directionally consistent with this analysis. Applying standard liquidation haircuts: cash of $78K recovers at 100%; accounts receivable of $185K recovers at ~90-95% (~$166-176K); the loan receivable—related party of $8.51M (Euro-denominated participative loan assigned from Cádiz CF) is the dominant asset but carries zero recovery value under a liquidation lens—it is a receivable from the majority owner's parent (Sportech, a related party), denominated in Euros, classified held-to-maturity, with no allowance recorded, maturing February 2027, and with no market for a distressed sale; haircut is effectively 0-100% depending on assumptions but likely 50-100% impaired in a true wind-down. The finance lease ROU asset of $5.17M (land in Spain leased from Sportech under an ASC 842 finance lease with a probable purchase option) has uncertain residual value in a liquidation—it is a right of use over undeveloped land controlled by the related party lessor, not owned by NOMA, with a purchase option not yet exercised; under standard liquidation haircuts for intangibles/non-tangible ROU assets this is likely 0-30% recovery. No inventory, no PP&E other than the ROU.

Liability stack at face value: total liabilities of $6.90M, of which $4.18M is current. Key obligations include accounts payable $1.45M (heavily professional fees payable), Yorkville convertible notes at fair value $1.65M (Level 3, maturing May 2026 with conversion price ratcheted down to $3.65 post-period), finance lease liability $1.92M (related-party Euro-denominated), direct listing fees payable $0.75M, deferred liability—related party (Cádiz CF acquisition payment) approximately $0.67M, and accrued liabilities $0.28M. The deferred revenue of $0.83M (current $165K plus noncurrent $667K) extinguishes as an obligation in liquidation.

Book equity is $7.19M, but this is largely driven by the $8.51M loan receivable and $5.17M ROU asset, both of which carry near-zero to zero liquidation recovery against $6.90M face-value liabilities. Recovery to equity under a wind-down is deeply negative. The filing carries a going concern qualification. Management's mitigation plans include the Sportech capital contribution agreement (up to $10M through 2027, of which $2.26M was received in 2025), the Yorkville SEPA ($30M capacity), and post-period subscription agreements. None of these are certain, and management explicitly notes plans do not alleviate substantial doubt. The filing discusses the Sportech City development project requiring approximately €285M ($334M) in total funding, which the company does not have; construction is contingent on capital raises that have not occurred. Filing discusses major customer concentration in AR (71% Customer A, 15% Customer B, 10% Customer C) and revenue (31% Customer F, 23% Customer A, 18% Customer G) but does not separately tag AR allowance adequacy beyond the ~$20K disclosed. The noncurrent deferred revenue of $667K is discussed in the balance sheet context but the noncurrent portion is not separately broken out in a XBRL tag visible in TAG_CONTEXT (DeferredRevenueNoncurrent is present at $666,867—this is a liability that remains at face value in wind-down).