Nomadar to Acquire Fox Soccer Academy for Up to $6.1M in Cash, Stock, and Units
NOMA is trading near its 52-week low of $1.45 (2.7% below the low) on light trading volume (0.4× avg).
Summary
Nomadar signed a definitive agreement to acquire Fox Soccer Academy's four international locations for up to $6.1M in cash, stock, and earnouts, with sellers retaining a 49% stake in a new holding company.
Key Events · M&A and Partnerships · NOMA
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Acquisition of Fox Soccer Academy
Nomadar will acquire 100% of four Fox Soccer Academy entities (NY, NC, UK, Austria) serving ~2,100 players, with sellers contributing 49% of the interests back into a new holding company in exchange for 4,419,607 Class B Units.
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Total Consideration Up to $6.1M
Deal includes $2M base cash, $2.6M in deferred payments ($1.3M after each of the 2026-27 and 2027-28 seasons), up to $1.5M earnout tied to cumulative net income exceeding ~$10.9M over four seasons, and $500K in Nomadar shares at $3.36575/share.
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Nomadar Option to Buy Minority Stake
Nomadar holds a $4.4M option, exercisable until 90 days after the earnout is determined, to acquire all sellers' Class B Units — payable in cash, stock, or a combination.
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Governance and Management
Fox Soccer Holding Company LLC will be managed by a three-member Board: Raluca Gold-Fuchs, Carlos Lacave, and Joaquín Martín Perles (President). Nomadar holds Class A Units; sellers hold non-voting Class B Units.
Analysis · NOMA · Trade & Services
Nomadar is acquiring four Fox Soccer Academy entities across New York, North Carolina, the UK, and Austria. The deal structure is complex: $2M cash at closing, $2.6M in deferred payments tied to future soccer seasons, up to $1.5M in earnouts, $500K in Nomadar shares priced at $3.36575, and 49% of a new holding company issued to the sellers. Nomadar also holds a $4.4M option to buy back the minority stake. This is a significant strategic expansion for a company with a market cap of only ~$25.8M and a going-concern warning from its last 10-Q — the acquisition adds international youth soccer operations but also commits Nomadar to substantial future cash and share obligations.
How filings like this one have moved
In the 30 days to Sep 14, 2026, 29.9% of the 1591 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.24%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, NOMA was trading at $1.41 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $25.8M. The 52-week trading range was $1.45 to $57.70. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.