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

July
28, 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. 1 to Registration Statement on Form S-1

    Filed
    June 27, 2025

    File
    No. 333-284716

Dear
Ms. Beukenkamp and Mr. Field:

By
your letter dated July 23, 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. 1 (the “Amendment No. 1”) to
the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Staff on June 27, 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. 2 to the Registration Statement (“Amendment No. 2”) 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. 1.

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

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

High
Performance Training Program, page 1

Risk
Factors

Risk
Related to Our Industry

The
actions of La Liga may have a material negative effect..., page 27

    1.
    Please
    revise your risk factor to discuss, by example or otherwise, specifically how new La Liga rules could limit your ability to operate
    your business as planned or “otherwise affect the payments made to us.” Briefly describe the timing of the proposed new
    rules or timing to implementation of the new rules and the subject matter of applicable the new rules referenced here. Additionally,
    please clarify what current or prospective payments you are referring to within the context of your current or planned business activities
    and operations.

    Response:
    The Company respectfully advises the Staff that it has revised the risk factor to expand on how new La Liga rules could limit the
    Company’s ability to operate the Company’s business as planned or otherwise affect the payments made to the Company.
    The Company has also clarified the disclosures related to current or future planned business activities and operations. Please see
    page 27 of the Registration Statement.

    July
                                            28, 2025

    Page
    2

    dentons.com

Capitalization,
page 38

    2.

    Please
    revise the pro forma basis to include the $1 million payable to Cadiz CF within 24 months for the Participative Loan. Please also
    revise the number of Class A Shares outstanding on a pro forma basis to include the 750,000 shares issued to Cadiz FC for the Participative
    Loan.

    Response:
    The Company respectfully advises the Staff that the $1 million payable to Cadiz CF within 24 months for the Participative Loan
    is already included in the pro forma column of the Capitalization table. The Company has revised the Capitalization table in Amendment
    No. 2. to make clear that the pro forma column includes the $1 million payable to Cadiz CF within 24 months for the Participative
    Loan. Please see the updates to the Stockholders (deficit) equity line item of the capitalization table on page 38
    of the Registration Statement.

    3.

    Please
    tell us your consideration of presenting the pro forma impact of the Pre-Paid Advances, in the form of Convertible Notes, received
    from Yorkville as of the filing date.

    Response:
    The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 2 to clarify that the Pre-Paid
    Advances have been excluded from the pro forma capitalization table. Each Convertible Note is convertible into shares of Class A
    common stock only at the sole discretion of Yorkville.  Please see page 38 of the Registration Statement.

Business,
page 43

    4.

    Please
    revise to briefly expand your disclosure to describe the two commercial contracts entered into in the ordinary course of business.
    For example, please make clear whether you are referring to the Stadium Agreement or other agreements described in within the registration
    statement. If these agreements are not otherwise described in your disclosure, for context, please revise to provide a brief description
    of the nature of these two agreements (i.e., to which aspect of your business do they relate and what services or customers are
    involved).

    Response:
    The Company respectfully advises the Staff that it has revised the disclosure in Amendment No. 2 to briefly describe the two
    commercial contracts entered into in the ordinary course of business referenced in the Registration Statement. Please see pages 1,
    39, 41, and 43 of the Registration Statement.

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