STOCKHOLDERS’ EQUITY |
12 Months Ended | ||||||
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Dec. 31, 2025 | |||||||
| Equity [Abstract] | |||||||
| STOCKHOLDERS’ EQUITY | NOTE 9. STOCKHOLDERS’ EQUITY
On January 15, 2025, the Company reduced the number of authorized shares of capital stock from 1,000,000,000 shares to 100,000,000 shares. The number of authorized shares of Class A Common Stock, having a par value of $, was reduced from to . The number of authorized shares of Class B Common Stock, having a par value of $, was reduced from to . The number of authorized shares of Class C Common Stock, having a par value of $, was reduced from to . The number of authorized shares of Preferred Stock, having a par value of $, was reduced from to .
Class A Common Stock
As of December 31, 2025, the Company is authorized to issue shares of Class A Common Stock with a par value of $ per share. Holders of the Company’s Class A Common Stock are entitled to one vote for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class A Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class A Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class A Common Stock, the Preferred Stock.
Upon formation of the Company, shares of Class A Common Stock were issued to the majority shareholder, Sportech, at par. On May 10, 2024, of these shares were resold to minority shareholders. On July 31, 2024, the Company entered into a Stock Surrender Agreement, pursuant to which Sportech surrendered shares of Class A Common Stock for no value. These shares were cancelled.
The Company entered into various Subscription Agreements with minority shareholders. During the year ended December 31, 2024, the Company issued shares of Class A Common Stock and received proceeds of $32,600. No shares were issued under these agreements during the year ended December 31, 2025. All shares issued pursuant to these agreements remain issued and outstanding as of December 31, 2025.
During the year ended December 31, 2025, the Company issued (see Note 8).
As of December 31, 2025, there were shares of Class A Common Stock issued and outstanding.
Class B Common Stock
As of December 31, 2025, the Company is authorized to issue shares of Class B Common Stock with a par value of $ per share. Upon formation of the Company, shares of Class B Common Stock were issued to the Company’s majority stockholder at par. Holders of the Company’s Class B Common Stock are entitled to twenty votes for each share and are entitled to receive dividends when and as declared by the Board of Directors, subject to the preferential rights of the holders of the Preferred Stocks. Holders of the Company’s Class B Common Stock have no preemptive or similar rights or conversion rights. In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, holders of Class B Common Stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Class B Common Stock, the Preferred Stock. As of December 31, 2025, there were shares of Class B Common Stock issued and outstanding with Sportech.
Preferred Stock
As of December 31, 2025, the Company is authorized to issue shares of Preferred Stock with a par value of $ per share. Holders of the Company’s Preferred Stock are entitled to zero votes for each share. The Board of Directors of the Company is hereby expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, if any, and such designations, powers, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors. As of December 31, 2025, there were no such designations of any series of Preferred Stock nor were there any shares of Preferred Stock issued or outstanding.
Yorkville SEPA
On May 20, 2025, the Company entered into the SEPA with Yorkville. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to Yorkville, and Yorkville shall subscribe for, an aggregate amount of up to up to $ of the Company’s shares of Class A common stock, par value $ per share, at the Company’s request any time during the commitment period commencing on May 20, 2025 and terminating on the 36-month anniversary of the SEPA (the “SEPA Option”).
Each advance (each, an “Advance”) the Company requests under the SEPA (notice of such request, an “Advance Notice”) may be for a number of shares of Class A common stock up to the greater of (i) 10,000 shares or (ii) such amount as is equal to 100% of the average daily volume traded of the Class A common stock during the five trading days immediately prior to the date the Company requests each Advance. The shares would be purchased, at the Company’s election, at a purchase price equal to, either:
Yorkville may not purchase shares that would result in it and its affiliates beneficially owning more than (i) 4.99% of the Company’s outstanding Class A common stock, or (ii) more than 19.99% of the total outstanding shares of Class A and Class B common stock immediately prior to the execution of the SEPA, unless, in the case of the limitation in this clause (ii), shareholder approval to exceed such cap is obtained.
The SEPA Option was evaluated and determined to be a freestanding financial instrument which did not meet the criteria to be accounted for as a derivative instrument. As of December 31, 2025, the Company determined the fair value of the SEPA Option continues to be insignificant.
In connection with the execution of the SEPA, the Company paid a cash structuring fee to Yorkville in the amount of $25,000 (the “Structuring Fee”). Additionally, the Company issued to Yorkville shares of Class A common stock (the “Commitment Shares”) as a commitment fee, having an aggregate fair value of $300,000 at issuance. The aggregate fair value of the Structuring Fee and the Commitment Shares, totaling $325,000, was recorded on the accompanying statement of operations under SEPA commitment fee and structuring fee as an expense upon execution of the SEPA.
Pursuant to the SEPA, while a balance remains outstanding under the Yorkville Notes, Yorkville may deliver an investor notice to receive shares in exchange for repayment of principal and interest. The number of shares issued is determined using the Conversion Price defined in the convertible note agreement, which is based on a VWAP formula and subject to a Floor Price. While any balance remains outstanding under the Yorkville Notes, the Company may not deliver Advance Notices under the SEPA unless an amortization event has occurred.
The SEPA will automatically terminate on the earlier of (i) the 36-month anniversary of the SEPA (May 20, 2028) (unless Convertible Notes remain outstanding), or (ii) the date Yorkville has purchased shares equal to the full commitment amount of $30,000,000. The Company may terminate the SEPA at no cost with five trading days’ written notice, provided there are no outstanding Advance Notices and all amounts owed to Yorkville under the SEPA and the Yorkville Notes have been paid. Termination may also occur by mutual written consent.
There were no Advance Notices issued pursuant to the SEPA during the year ended December 31, 2025 or as of the date that these financial statements are available to be issued.
Stock Based Compensation
On January 15, 2025, the Company adopted the Nomadar Corp. 2025 Omnibus Equity Incentive Plan (the “Plan”). The Plan reserves up to shares of Class A Common Stock for issuance thereunder. As of the date that these financial statements all such shares were available to be issued, there were no awards granted under the Plan.
On January 15, 2025, the Company approved a non-employee director compensation policy which authorizes the Company to award an inaugural option to purchase shares of the Company’s Class A Common Stock, an annual option award to purchase shares of the Company’s Class A Common Stock, and an annual cash compensation component for board and committee members and chairs. The annual retainers payable to non-employee directors for service on our board of directors and its committees are (i) $30,000 for service on our board of directors, (ii) $4,000 for service on the nominating and corporate governance committee, (iii) $5,000 for service on the compensation committee, (iv) $6,000 for service on the audit committee, (v) an additional $20,000 for the chair(s) of our board of directors, (vi) an additional $6,000 for the chairman of each of the compensation committee and the nominating and corporate governance committee, and (vii) an additional $8,000 for the chairman of the audit committee. The Company’s obligations to furnish these payments began following the completion of the Direct Listing. As of December 31,2025, there were no awards granted, however, $ of cash compensation was accrued for under this policy.
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