Nomadar Corp. Acquires Four Soccer Academies

Nomadar Corp. has entered into an Equity Purchase Agreement (EPA) to acquire 100% of the equity interests in four soccer academies: Fox Soccer Academy LLC (NY), Fox Sports Academy of the Carolinas LLC (NC), Fox Soccer Academy LTD (UK), and Fox Soccer Academy Austria (Austria). These academies provide training, league, tournament, and camp services for children and teens. The transaction involves a combination of cash, Nomadar shares, and deferred and contingent payments. A portion of the equity will be contributed back to the purchaser by the sellers in exchange for purchaser interests, a transaction intended to qualify under Section 721 of the Internal Revenue Code. The total purchase price includes a base cash payment, adjustments for working capital and net debt, deferred payments totaling $2.6 million, and a potential earnout of up to $1.5 million. Nomadar also has an option to acquire the sellers' remaining interests post-closing. The acquisition is subject to customary closing conditions, including regulatory approvals and the absence of material adverse effects. Employment agreements for key personnel have been executed. The transaction is expected to close following the satisfaction of these conditions.