Nomadar Corp. 8-K

What Happened
Nomadar Corp. (NOMA) filed a Form 8-K reporting that on March 27, 2026 it entered into a subscription agreement with an unaffiliated, accredited investor to sell up to $1.738 million (€1.5 million) of Class A common stock. The offering is priced at $3.65 per share and contemplates issuance of up to 476,384 shares in up to seven tranches, with the first tranche paid on March 30, 2026 and additional tranches scheduled for the first day of each month from May through October 2026. The sales are being made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act or Regulation D.

Key Details

• Amount to be raised: Up to $1,738,000 (€1.5M).
• Price per share: $3.65.
• Potential shares issued: Up to 476,384 shares of Class A common stock.
• Timing: Subscription agreement dated March 27, 2026; first tranche March 30, 2026; remaining tranches on the first day of each month May–October 2026.
• Investor type & registration status: Single unaffiliated accredited investor; offering exempt from registration (Section 4(a)(2) / Reg D).

Why It Matters
This transaction will provide Nomadar with near-term capital of up to approximately $1.74M, while increasing the company’s outstanding common stock by up to 476,384 shares as tranches close. The private placement structure (sales to an accredited investor under registration exemptions) means the shares are not being offered publicly. Investors should note potential dilution from the issuances and the staged timing of closings when assessing near-term share count and capital runway.