NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Nomadar Corp. (the "Company" or "Nomadar"), is a Delaware Corporation and was organized on August 8, 2023. Previously known as Sportech City USA Corp, Nomadar is majority owned by Sport City Cádiz, S.L. ("Sport City" or "Sportech"). The Company is a sport technology business that is currently planning to operate sport technology platforms and is currently planning to offer consulting services in addition to the planned construction and subsequent operation of a multi-purpose event center. The Company offers an educational high performance training ("HPT") program for young athletes to assimilate into elite soccer programs. The Company is currently planning to operate soccer academies in the United States and Europe as well. The Company's target market includes professional sports teams, athletes, coaches, and recreational sports enthusiasts.

The Company generates revenue through its High Performance Training Program and events management at the JP Financial Estadio ("JP Financial Stadium").

The Company engaged in limited operations until 2025 when the Company began generating revenue from providing services under commercial contracts and purchase orders entered into in the ordinary course of business. On October 31, 2025 the Company completed the direct listing of its Class A common stock (the "Direct Listing"). Substantially all activity for the period from August 8, 2023 (inception) through October 31, 2025 relates to the Company's formation and the registered direct listing, as well as the Company's efforts to execute the exclusive license agreements further described in Note 3.

Going Concern

As of March 31, 2026, the Company had $1,962,060 in cash and a working capital deficit of $4,733,516. The Company has incurred an operating loss of $778,765 during the three months ended March 31, 2026. As of March 31, 2026, the Company had an accumulated deficit of $5,766,825. Further, the Company expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year after the date these unaudited condensed financial statements are available to be issued.

The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders and debt holders. Specifically, continuation is contingent on the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from future sales and positive operating cash flows, which is not assured.

The Company's plans to address this uncertainty include obtaining future debt and equity financings. In addition, in November 2024, the Company entered into a binding capital contribution agreement with Sportech, as amended in June 2025, pursuant to which Sportech has agreed to provide up to $10 million to fund the business and operations of the Company in 2025, 2026, and 2027. As of the issuance date of these financial statements, the Company received the full $10 million in funding under the agreement with Sportech. On March 27, 2026, the Company entered into a subscription agreement with an unaffiliated third-party investor, pursuant to which the investor agreed to purchase, and the Company agreed to sell, up to $1.74 million of the Company's class A common stock.

Lastly, the Company entered into a financing arrangement with a third party on May 20, 2025 pursuant to which the third party may purchase up to $30 million of the Company's Class A Common Stock, including funding a prepaid advance of $3 million, which was funded in three separate transactions during 2025. There is no assurance that the Company's plans to raise capital will be successful. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures to align with cash reserves, although there can be no guarantee that it will be successful in doing so. Accordingly, the Company may be required to raise additional cash through alternative debt or equity transactions. It may not be able to secure financing in a timely manner or on favorable terms, if at all. As a result, management's plans cannot be considered probable and thus do not alleviate the substantial doubt about the Company's ability to continue as a going concern.

These accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

During the three months ended March 31, 2026, there were no changes to the Company's significant accounting policies as described in the Company's audited financial statements as of and for the year ended December 31, 2025, included in the amended Form 10-K as filed on March 31, 2026, except as described below.