SEC Company Response from Nomadar (NOMA) — Jun 27, 2025
Nomadar Corp.
Date: June 27, 2025 · CIK: 0001994214 · Accession: 0001641172-25-016955
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284716
Referenced dates: February 19, 2025
Letter
United States VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Re: Nomadar Corp. Registration Statement on Form S-1 Filed February 6, 2025 File No. 333-284716
Dear Mr. Beukenkamp and Mr. Field:
By your letter dated February 19, 2025 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) provided comments to the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Staff on February 6, 2025, 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 Amendment No. 1 to the Registration Statement (“Amendment No. 1”) 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 Registration Statement.
The Company has asked us to convey the following as its responses to the Staff.
Registration Statement on Form S-1 Filed February 6, 2025
High Performance Training Program, page 1
1. Please revise your disclosure here and elsewhere throughout your registration statement as appropriate to briefly expand your discussion to describe what activities you have engaged in resulting in the commencement of operations of the Nomadar HPT in the second half of 2024. If applicable, please quantify the number of athletes who are currently participating in the program to include whether such participation is online or in-person. If in-person, please identify the location of the training facility.
Response: The Company respectfully advises the Staff that it has revised the disclosure throughout Amendment No. 1 to briefly expand the discussion to describe what activities the Company has engaged in resulting in the commencement of operations of the Nomadar HPT in the second half of 2024, to quantify the number of athletes who are currently participating in the program, and to include that all participation is currently in-person in Cádiz, Spain.
June 27, 2025
Page
dentons.com
Prospectus Summary
Our Proposed Business
Multi-Purpose Event Center, page 1
2.
We note that you have now agreed to enter into a lease agreement of a to-be-determined duration with Sportech. Please file any associated written agreement and this lease agreement, if now entered into, as an exhibit in accordance with Item 601(b)(10) of Regulation S-K. Alternatively, please clarify in greater detail briefly what it means to have “agreed” to enter into this lease agreement and describe in greater detail the material terms and provisions of the lease agreement, if known. Provide a cross-reference to the risk factor on page 11 beginning “Sportech has agreed to enter into a [ ] year lease agreement...” To the extent the lease will not be entered into prior to the direct listing, please revise to more directly state that the company currently does not have a location to develop Sportech City.
Response: The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 1 to state that the Company and Sportech intend to enter into a five year lease agreement with an option to purchase. The Company and Sportech intend to enter into this lease agreement prior to the direct listing.
Capitalization, page 36
3.
We note that the shares of Class A Common Stock issued to Sportech were reversed in December 2024. We also note that this registration relates to the resale of Class A common stock. Please tell us why you have included this capitalization table.
Response: The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 1 to populate this capitalization table, which has been provided at the request of the Nasdaq Stock Market LLC.
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
Show Raw Text
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
June
27, 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.
Registration
Statement on Form S-1
Filed
February 6, 2025
File
No. 333-284716
Dear
Mr. Beukenkamp and Mr. Field:
By
your letter dated February 19, 2025 (the “SEC Letter”), the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) provided comments to the Registration Statement on Form S-1 (the “Registration
Statement”), filed with the Staff on February 6, 2025, 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 Amendment No. 1 to the Registration Statement (“Amendment No. 1”) 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 Registration Statement.
The
Company has asked us to convey the following as its responses to the Staff.
Registration
Statement on Form S-1 Filed February 6, 2025
High
Performance Training Program, page 1
1.
Please
revise your disclosure here and elsewhere throughout your registration statement as appropriate to briefly expand your discussion
to describe what activities you have engaged in resulting in the commencement of operations of the Nomadar HPT in the second half
of 2024. If applicable, please quantify the number of athletes who are currently participating in the program to include whether
such participation is online or in-person. If in-person, please identify the location of the training facility.
Response:
The Company respectfully advises the Staff that it has revised the disclosure throughout Amendment No. 1 to briefly
expand the discussion to describe what activities the Company has engaged in resulting in the commencement of operations of the Nomadar
HPT in the second half of 2024, to quantify the number of athletes who are currently participating in the program, and to include
that all participation is currently in-person in Cádiz, Spain.
June
27, 2025
Page
2
dentons.com
Prospectus
Summary
Our
Proposed Business
Multi-Purpose
Event Center, page 1
2.
We
note that you have now agreed to enter into a lease agreement of a to-be-determined duration
with Sportech. Please file any associated written agreement and this lease agreement, if
now entered into, as an exhibit in accordance with Item 601(b)(10) of Regulation S-K. Alternatively,
please clarify in greater detail briefly what it means to have “agreed” to enter
into this lease agreement and describe in greater detail the material terms and provisions
of the lease agreement, if known. Provide a cross-reference to the risk factor on page 11
beginning “Sportech has agreed to enter into a [ ] year lease agreement...” To
the extent the lease will not be entered into prior to the direct listing, please revise
to more directly state that the company currently does not have a location to develop Sportech
City.
Response:
The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 1 to state that the Company
and Sportech intend to enter into a five year lease agreement with an option to purchase. The Company and Sportech intend to enter
into this lease agreement prior to the direct listing.
Capitalization,
page 36
3.
We
note that the shares of Class A Common Stock issued to Sportech were reversed in December 2024. We also note that this registration
relates to the resale of Class A common stock. Please tell us why you have included this capitalization table.
Response:
The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 1 to populate this capitalization
table, which has been provided at the request of the Nasdaq Stock Market LLC.
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