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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12. SUBSEQUENT EVENTS

 

Lease Prepayment

 

On January 30, 2026, the Company paid approximately $1.8 million to Sportech as an additional deposit towards the finance lease to be held and used towards the purchase option as explained in Note 5.

 

Second Capital Contribution from Sportech

 

In February 2026, the Company issued Sportech a total of 415,935 shares of Class A common stock pursuant to the Contribution Agreement in exchange for consideration of approximately $1.9 million provided by Sportech to the Company. Such issuances were unanimously approved by all members of the Audit Committee of the Board of Directors. The shares were issued at a price of $4.66 per share, representing the closing price of the common stock on the date of committee approval in accordance with the applicable rules of The Nasdaq Stock Market.

 

New Investors

 

On February 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to approximately $5.4 million of the Company’s Class A common stock, in one or more closings, at a price per share equal to $3.65, representing the issuance of up to 1,480,937 shares of Common Stock, in three separate tranches. As a result, the conversion price of the Convertible Notes was adjusted downward to $3.65 per share. (Please see “Yorkville Conversions” below).

 

On March 3, 2026, the Company closed the first tranche of the offering, and issued 584,969 shares of Common Stock to the investor at the per share purchase price. The second tranche of the offering closed on March 30, 2026, and the Company issued 447,983 shares to the investor as a result. The third tranche of the offering is scheduled to close on April 30, 2026. This investor was brought to the Company by Sportech as part of the fulfillment of the terms of the Contribution Agreement, with the remaining amount to be contributed under the Contribution Agreement of $0.4 million.

 

On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party accredited investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $1.738 million of the Company’s class A common stock at a price per share equal to $3.65, representing the issuance of up to 476,384 shares of common stock, in seven separate tranches.

 

JP Financial Agreement

 

On March 13, 2026, the Company ratified an Assignment Agreement of Naming Rights (the “Agreement”), between the Company through its branch in Spain, Nomadar Corp. Sucursal en España, JP Financial 2024, S.L. (“JP Financial” or the “Sponsor”), and Cádiz Club de Fútbol, S.A.D. (“Cádiz”) appearing solely for purposes of authorizing certain image and advertising rights. Cádiz is the parent company of Sport City Cádiz, S.L., the Company’s parent and controlling shareholder. The Agreement was originally executed by the Company, the Sponsor and Cádiz on March 3, 2026, and became effective upon ratification by the Audit Committee. Pursuant to the Agreement, the Company has assigned to JP Financial the exclusive commercial naming rights to the future venue (the “Venue”) to be developed within the Company’s urban and business development known as “Sportech City Cádiz” (the “Project”). The Venue will be commercially identified with the designation “JP Financial Arena Bahía de Cádiz”. As of the date of the Agreement, the Venue has not yet been constructed and currently consists of a plot of land integrated within the scope of the Project. The assignment includes the right to use the designated name and to associate the JP Financial brand with the Project, the Venue, and its future activity in communications, advertising media, marketing actions, and activations linked to its development.

 

The Agreement has an initial term of five years, commencing on March 3, 2026. As consideration for the rights assigned, JP Financial will pay the Company €500,000 per year, plus applicable indirect taxes, accruing annually on each anniversary of the Agreement.

 

Yorkville Conversions

 

On March 3, 2026, Yorkville converted $150,000 of principal and $19,945 of accrued interest of Convertible Notes, for a total conversion amount of $169,945, into 44,750 shares of Class A Common Stock. On March 16, 2026, Yorkville converted $200,000 of principal and $31,912 of accrued interest of Convertible Notes, for a total conversion amount of $231,912, into 63,537 shares of Class A Common Stock.