Nomadar (NOMA) risk factors, FY2025 10-K

Risks Related to Our Financial Condition and Capital Requirements

1. 01We have generated limited revenues since inception, and may never be profitable in the long term
2. 02We have had limited history of operations, a history of losses, and our future earnings, if any, and cash flows, may be volatile, resulting in uncertainty about our prospects
3. 03We will need to raise additional capital in the future, which may not be available on acceptable terms, or at all
4. 04Our ability to continue to operate as a going concern depends on our ability to obtain adequate financing in the future
5. 05Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability
6. 06We have outstanding indebtedness and expect to incur additional indebtedness in the future. Failure to repay our existing or future indebtedness would negatively impact our business and results of operations

Risks Related to JP Financial Arena

1. 07There is no guarantee that JP Financial Arena will be completed in the proposed timeframe, within budget, or at all
2. 08We will need additional capital to fund the construction of JP Financial Arena, which may not be available on acceptable terms, or at all
3. 09Supply shortages and other risks related to acquiring land, materials and skilled labor and obtaining regulatory approval could increase our costs and delay lot deliveries
4. 10Public health issues such as a major epidemic or pandemic could adversely affect our business and financial results
5. 11A health and safety incident relating to our operations could be costly in terms of potential liability and reputational damage
6. 12Delays 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
7. 13Development activities, such as those associated with our mixed-use development, are subject to significant risks

Risks Related to our Training Programs

1. 14We 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
2. 15The high level of competition in the health and fitness industry could materially and adversely affect our business
3. 16If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness, our business may be adversely affected
4. 17Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects

Risks Related to our Mágico González and other Merchandise and Licensing Initiatives

1. 18We 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
2. 19Our proposed products, services and experiences face intense competition
3. 20Failure to continue to obtain or retain high-quality brand partners and ambassadors of our products could harm our business
4. 21Our profitability may decline or our growth may be negatively impacted as a result of increasing pressure on pricing
5. 22Fluctuations 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
6. 23Failure 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
7. 24The value of our brand and sales of our products could be diminished if we are associated with negative publicity
8. 25We anticipate that many of our consumers will shop with us through digital platforms. Increasingly, consumers are using mobile-based devices and applications to shop online, and to do comparison shopping, as well as to engage with merchants through digital services and experiences that are offered on mobile platforms
9. 26Our 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
10. 27If 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
11. 28Our business and financial results could be adversely affected by weather conditions and natural disasters
12. 29Fluctuations in exchange rates may adversely affect our results of operations
13. 30We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful
14. 31We 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

1. 32Our intellectual property rights, including trademarks, trade names, and know-how, may be infringed, misappropriated or challenged by others
2. 33Unauthorized disclosure of sensitive or confidential client or customer information could harm our business and standing with our clients and customers
3. 34Use of email marketing, mobile application and social media may adversely impact our reputation or subject us to fines or other penalties

Risks Related to Our Dependence on Third Parties

1. 35Our business depends in part on relationships with certain third parties

Risks Related to Our Industry

1. 36There could be a decline in our popularity or the popularity of soccer
2. 37Serious injuries to or losses of Cádiz CF playing staff may affect the team’s performance, and therefore our results of operations and financial condition
3. 38We expect our business to be substantially dependent on the popularity and/or competitive success of Cádiz CF, which cannot be assured
4. 39Our 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
5. 40We 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
6. 41In addition, governmental authorities and private litigants continue to bring actions against companies for online collection, use, dissemination and security practices that are unfair or deceptive
7. 42Our proposed international expansion and operations in foreign markets is speculative and will expose us to risks associated with international sales and operations
8. 43Fans attending professional soccer games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses
9. 44Our commercial partners may be unable to recruit, train and/or retain qualified coaches, teachers, mentors, and other skilled professionals for the Nomadar HPT
10. 45Shortages of qualified teachers, coaches or mentors, or decreases in the quality of the Nomadar HPT instruction or the amount and quality of educational content the Nomadar HPT can produce and offer as a result, whether actual or perceived, would have an adverse effect on our business
11. 46Our 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
12. 47Failure 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
13. 48We 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
14. 49The 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

1. 50Sales of common stock by our stockholders could cause our share price to decline
2. 51The 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
3. 52The 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
4. 53U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management or executive officers
5. 54Because 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
6. 55We 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
7. 56Our 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
8. 57Provisions 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
9. 58The foregoing provision would not preclude stockholders that assert claims under the Exchange Act, from bringing such claims in federal court, to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law
10. 59Reports 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
11. 60The obligations associated with being a public company require significant resources and management attention
12. 61We 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
13. 62We may not be able to maintain a listing of our common stock on Nasdaq
14. 63It 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
15. 64You 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
16. 65The purchase price for the shares of common stock that we may sell to Yorkville under the SEPA will fluctuate based on the market price of our common stock. Depending on a number of factors, including market liquidity, sales of such shares of common stock may cause the trading price of our common stock to fall
17. 66We may not receive all of the proceeds from our committed private placement financings