SecProbe.io

CORRESP
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filename1.htm

    Jeffrey
                                            Baumel

    Jeffrey.baumel@dentons.com

    D
             +1 973 912 7189

    Dentons
                                            US LLP

    1221
    Avenue of the Americas

    New
    York, NY 10020-1089

    United
    States

    dentons.com

 February
5, 2025

Privileged
and Confidential

VIA
EDGAR

Kate
Beukenkamp

Donald
Field

Ta
Tanisha Meadows

Adam
Phippen

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Nomadar
                                            Corp.

     Amendment
    No. 2 to Draft Registration Statement on Form S-1

     Filed
    December 19, 2024

    CIK
    No. 0001994214

Dear
Mr. Beukenkamp and Mr. Field:

By
your letter dated January 14, 2025 (the “SEC Letter”), the staff of the Division of Corporation Finance of
the Securities and Exchange Commission (the “Staff”) provided comments to the Amendment No. 2 to the Draft
Registration Statement on Form S-1 (the “Amendment No. 2”), submitted to the Staff on December 19, 2024,
by our client, Nomadar Corp. (the “Company”). This letter sets forth our response with respect to the comments
contained in the SEC Letter.

Concurrently
herewith, we are filing the Registration Statement (“Registration Statement”) via the EDGAR system. The changes
made to the Registration Statement reflect the responses of the Company to the Staff’s comments as set forth in the SEC Letter
regarding Amendment No. 2.

The
Company has asked us to convey the following as its responses to the Staff.

 Amendment
No. 2 to Registration Statement on Form S-1 Submitted December 20, 2024

 Organization
Structure, page 7

    1.
     We
    note your response to prior comment 6 and reissue in part. Please revise your organizational structure to reflect the Class A and
    Class B holdings and respective voting power held by public, non-affiliated, stockholders. We note that “Other Registered Stockholders”
    reflected in the diagram includes Nomadar directors and officers.

    Response:
    The Company respectfully advises the Staff that it has revised the organizational structure table in the Registration Statement
    to reflect the Class A and Class B holdings and respective voting power held by public, non-affiliated, stockholders. Please
    see pages 7 and 57 of the Registration Statement for more information.

     February
5,  2025

    Page
    2

    dentons.com

 Prospectus
Summary

 Capital
Requirements, page 7

    2.

     We
    note your response to prior comment 2 and reissue in part. Please revise your disclosure here and in your risk factor beginning “We
    will need additional capital to fund...”, similar to your cover page, to state clearly that you currently do not have the required
    funding to develop Sportech City. We note your statement that a mixed financing plan has been “at least formulated.”

    Response:
    The Company respectfully advises the Staff that it has revised the disclosure in the Registration Statement to state clearly
    that the Company currently does not have the required funding to develop Sportech City. Please see pages 7 and 9 of
    the Registration Statement for more information.

 Risk
Factors

 Risks
Related to This Direct Listing and Ownership of Our Common Stock

 We
will be a “controlled company” within the meaning of the Nasdaq Stock Market..., page 29

    3.

     We
    note your response to prior comment 1 and reissue in part. Please further revise your disclosure here to state specifically the matters
    that the controlling shareholders have the ability to control requiring shareholder approval (i.e., the election of directors, amendment
    of the organizational documents, and approval of major corporate transactions, such as a change in control, consolidation, or sale
    of the company or assets).

    Response:
    The Company respectfully advises the Staff that it has revised the disclosure in the Registration Statement to state
    specifically examples the matters that the controlling shareholders have the ability to control requiring shareholder approval. Please
    see page 29 of the Registration Statement for more information.

If
you have any questions, or if we may be of any assistance, please do not hesitate to contact the undersigned at 973-912-7189 or Jeffrey.baumel@dentons.com
or Grant Levine at 212-768-5384 or grant.levine@dentons.com, respectively.

    Very
    truly yours,

    /s/
    Jeffrey Baumel

    Jeffrey
    Baumel

JB