SecProbe.io

CORRESP
1
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

September
9, 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. 4 to Registration Statement on Form S-1

    Filed
    August 25, 2025

    File
    No. 333-284716

Dear
Ms. Beukenkamp and Mr. Field:

By
your letter dated September 5, 2025 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments to Amendment No. 4 (the “Amendment No. 4”)
to the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Staff on August 25, 2025,
by our client, Nomadar Corp. (the “Company”). This letter sets forth the Company’s response with respect to
the comments contained in the SEC Letter.

Concurrently
herewith, we are filing Amendment No. 5 to the Registration Statement (“Amendment No. 5”) 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. 4.

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

Amendment
No. 4 to the Registration Statement on Form S-1

Prospectus
Summary

Company
Overview, page 1

    1.
    We
    note your response to prior comment 2 and reissue in part. Specifically, it remains unclear whether the terms of Framework Agreement
    are still being negotiated. We note your statement that the company “anticipates” certain services to be provided by
    Cadiz CF shall by paid by Nomadar, and that the company “intends” the services from Cadiz CF to be provided at costs
    that are no less fair than those provided by third parties under the same circumstances. Please state plainly the status of any negotiations
    involving the payment structure and provide any necessary detail. We note that you previously disclosed that the payments terms would
    be set forth in “subsequent annexes” to the agreement, but that disclosure has since been deleted.

    Response:
    The Company respectfully advises the Staff that it has revised Amendment No. 5 to clarify that the Framework Agreement became
    effective at execution, that any payment terms for specific services will be agreed upon and disclosed, as applicable, pursuant to
    annexes, when such annexes are executed. We confirm that no such negotiations are currently ongoing. Please see pages 1, 27, 39, 41, 43 and 69 of the Registration Statement.

    September 9, 2025

    Page 2

    dentons.com

Notes
to Unaudited Condensed Financial Statements

Note
4. Related Party Transactions, page F-27

    2.

    You
    disclose that the Participative Loan had an outstanding balance of $7.9 million on the assignment date. Please reconcile this to
    the $8.5 million amount disclosed on page F-18. In addition, it appears you recorded a loan receivable of $8,711,035 on the assignment
    date. Please tell us if this loan receivable represents the amount owed to `you on the assignment date. If not, tell us why the amount
    recorded is appropriate.

    Response:
    The Company respectfully advises the Staff that it has revised Amendment No. 5 to clarify that the participative loan has an
estimated fair value at the time of assignment of $8.5 million. The additional information below
    sets forth (i) reconciliation between the $7.9 million and $8.5 million, (ii) clarification of the $8,711,035 loan receivable, and
    (iii) a summary of the relevant amounts. Please see page F-18 of the Registration Statement.

  1.

  Reconciliation
  Between $7.9 Million and $8.5 Million

  The
  €6.8 million face value of the Participative Loan translated to approximately $7.9 million USD based on the exchange rate in effect
  on the assignment date of June 12, 2025. This represents the contractual principal amount of the loan.

  The
  $8.5 million disclosed on page F-18 of the Company’s audited financial statements as of December 31, 2024, reflects an initial
  estimate of the fair value of the Participative Loan determined in connection with the assessment of a subsequent event. That fair
  value was based on preliminary valuation inputs of the consideration transferred at the time and was disclosed in the footnotes to
  the financial statements in accordance with ASC 855.

  2.

  Clarification
  of $8,711,035 Loan Receivable

  The
  Company completed its formal assessment of the fair value of the Participative Loan in connection with the preparation of its interim
  financial statements as of June 30, 2025. Based on this updated analysis, the Company recorded the loan receivable at its final fair
  value of $8,711,035 on the assignment date.

  3.

  Summary
  of Relevant Amounts

    Amount

    Description

    €6.8
    million

    Nominal
    face value of the Participative Loan (denominated in Euros)

    ~$7.9
    million

    USD
    equivalent of loan principal on assignment date (contractual balance)

    $8.5
    million

    Preliminary
    fair value disclosed as a subsequent event in audited financials.

    $8,711,035

    Final
    fair value recorded in the June 30, 2025 financial information.

  The
  differences among these amounts are the result of timing, valuation refinement, translation of the loan from Euros to U.S. Dollars, and not inconsistencies in the underlying transaction.

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