Nomadar Corp. Announces Private Placement and Entry into Material Definitive Agreement

Key Highlights:

• Nomadar Corp. has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC), announcing a significant private placement transaction.
• The company has entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, for the sale of its common stock.
• The aggregate Subscription Amount under this agreement is \$5,405,417.00.
• The securities sold are Common stock, par value \$0.000001 per share, to be traded under the symbol NOMA on the NASDAQ Stock Market.
• Nomadar Corp. is identified as an Emerging Growth Company under SEC rules.

Details of the Private Placement:

• The private placement is exempt from SEC registration under Section 4(a)(2) of the Securities Act of 1933, Regulation D and/or Regulation S.
• The form of the Subscription Agreement is included as Exhibit 10.1 to the Form 8-K filing.
• The agreement covers the sale and issuance of shares to accredited investors, qualified institutional buyers, or non-U.S. persons in offshore transactions.
• Shares issued are fully paid, nonassessable, and free and clear of all company-imposed liens.
• Nomadar Corp. has represented that it has reserved sufficient capital stock for this issuance and is in compliance with all SEC reporting requirements.

Shareholder & Price Sensitive Information:

• The size of the private placement (\$5.4 million) is substantial and could have a direct impact on Nomadar Corp.’s liquidity and growth prospects.
• Details of the agreement and the new shares issued may affect both the dilution of existing shareholders and future earnings per share.
• Emerging Growth Company status may provide Nomadar Corp. with certain regulatory and reporting advantages, possibly affecting its competitive position and investor perception.
• There are registration rights attached: If Nomadar Corp. files a registration statement for resale of shares, the shares purchased in this private placement may be included, enhancing liquidity for these investors.
• The agreement specifies that investors are acquiring “restricted securities” and have agreed to certain holding and transfer restrictions, including Regulation S and D compliance.
• No general solicitation or advertisement was used for the offering, reinforcing its compliance and possibly impacting investor confidence.

Forward-Looking Statements:

• The report contains forward-looking statements regarding the closing of subsequent tranches of the private placement and future business developments.
• Management cautions that actual results may differ materially from anticipated projections, due to new and unforeseen factors.
• Investors are encouraged to review other factors affecting Nomadar Corp.’s results in its Registration Statement and other SEC filings.

Implications for Investors

This private placement could be a significant catalyst for Nomadar Corp.’s share price. The influx of capital may enable new business initiatives, acquisitions, or product launches, and the registration rights could enhance liquidity for shareholders. However, the issuance of new shares may also dilute existing holdings, and the company’s forward-looking statements warn of possible material differences from projections.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and review official SEC filings and disclosures before making any investment decisions. The information contained herein is based on Nomadar Corp.’s SEC filings as of March 5, 2026, and may be subject to change. Past performance is not indicative of future results.

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