Nomadar Corp-A美股招股说明书(2025-10-31版)

No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions. In addition to our Class A common stock, we have 2,500,000 shares of Class B common stock issued and outstanding. Each share of Class B common stock is entitled to twenty (20) votes pershare on all matters put toward a vote of our common stockholders. All shares of Class B common stock are held by Sport City Cádiz S.L., a company incorporated under the laws of Spain (“Sportech”).Assuming Sportech sells no shares of Class A common stock being registered hereunder, Sportech will hold approximately 90.05% of the voting power of the Company. Assuming the sale of all sharesof Class A common stock that are held by Sportech and being registered hereunder, Sportech will continue to hold 2,500,000 shares of Class B common stock, representing voting power equal to50,000,000 shares of Class A common stock, or approximately 79.03% of our voting power. As a result of Sportech’s ownership of the Class B common stock, if Sportech sells all of its shares of Class Acommon stock being registered hereunder, Sportech will continue to hold a majority of the voting power of the Company’s common stock, and the holders of our Class A common stock will hold aminority voting interest. In addition to the foregoing, Cádiz Club de Fútbol, S.A.D., Sportech’s parent company (“Cádiz CF”) holds 750,000 shares of Class A common stock directly, which representsapproximately 5.65% of our Class A Common Stock. As a result, assuming Sportech and Cádiz CF sell no shares of Class A common stock being registered hereunder, they will hold approximately91.23% of the voting power of the Company. Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent tradingprice of our shares of common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.” Further, the listing of our common stock on Nasdaq, without a firm-commitmentunderwritten offering, is a novel method for commencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our common stock may be morevolatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuouslygenerate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only”period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch”period begins, during which Clear Street LLC (the “Advisor”), in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq thatour shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approvesproceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence,subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of ordersto buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between ordersto buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered inan order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determinedby Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to theextent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither the Company nor theRegistered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will they control or influence the Adv