SecProbe.io

CORRESP
 1
 filename1.htm

 Nomadar
Corp.

 5015
Highway 59 N

 Marshall,
Texas 75670

 December
4, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-0405

 Re: Nomadar Corp.

 Registration Statement on Form S-1

 File No. 333-291746

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"),
Nomadar Corp. (the "Registrant") hereby respectfully requests that the Securities and Exchange Commission accelerate the
effective date of the above-referenced Registration Statement to Monday, December 8, 2025, at 5:00 p.m., Eastern Time, or as soon as
thereafter practicable. In making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under
the Act.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Jeffrey Baumel, Dentons US LLP, outside
counsel to the Registrant, at (973) 912-7189.

 Very truly yours,

 /s/
 Rafael Contreras

 Rafael
 Contreras
 Chief
 Executive Officer

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

September 5, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 25, 2025
File No. 333-284716
Dear Rafael Contreras:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 13, 2025 letter.
Amendment No. 4 to 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.

September 5, 2025
Page 2
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.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

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

August
25, 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. 3 to Registration Statement on Form S-1

    Filed
    August 7, 2025

    File
    No. 333-284716

Dear
Ms. Beukenkamp and Mr. Field:

By
your letter dated August 13, 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. 3 (the “Amendment No. 3”) to
the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Staff on August 7, 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. 4 to the Registration Statement (“Amendment No. 4”) 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. 3.

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

Amendment
No. 3 to the Registration Statement on Form S-1

Capitalization,
page 38

    1.
    We
    reviewed your revisions in response to prior comment 1. We note that you include “Total Liabilities.” Please tell us
    your consideration of including only debt. In other words, please tell us your consideration of not including accounts payable, accrued
    expenses and deferred revenue. In addition, please tell why pro forma accumulated deficit is different than actual. Finally, please
    explain why pro forma additional paid-in capital increased by $8,500,000 rather than $7,500,000 related to the 750,000 shares issued.

    Response:
    The Company respectfully advises the Staff that the Company’s unaudited financial information as of, and for the period ended, June 30, 2025, is included in Amendment No. 4. As
a result, the pro forma information and the table set forth on page 38, have been removed from the Registration Statement.

    August
                                            25, 2025

    Page
    2

    dentons.com

Certain
Relationships and Related Party Transactions, page 69

    2.

    We
    note your response to prior comment 3, including filing the agreement as Ex. 10.14, and reissue in part. Specifically, please disclose
    the material terms of the agreement, including but not limited to, the duration of the agreement, termination, and payment structure.
    We note your statement that “All specific services to be provided by Cádiz CF to Nomadar or by Nomadar to Cádiz
    CF, and related payments to be made from Cádiz CF to Nomadar or by Nomadar to Cádiz CF, will be set forth in subsequent
    annexes.” Therefore, if these terms are not currently known or are being negotiated, please expand your discussion to state
    plainly that is the case. Additionally, please revise your risk factors section as applicable to account for the risk that these
    terms have not yet been determined, including the risks associated with the uncertainty of receiving revenue associated with the
    Framework Agreement.

    Response:
     The Company respectfully advises the Staff that it has revised Amendment No. 4 to disclose the material terms of the Framework
    Agreement. Additionally, the Company has revised the risk factors section to account for the risks associated with the uncertainty
    of receiving revenue associated with the Framework Agreement. Please see pages 1, 27, 39, and 69, of Amendment No. 4.

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

August 13, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed August 7, 2025
File No. 333-284716
Dear Rafael Contreras:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 5, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-1
Capitalization, page 38
1.We reviewed your revisions in response to prior comment 1. We note that you include
"Total Liabilities." Please tell us your consideration of including only debt. In other
words, please tell us your consideration of not including accounts payable, accrued
expenses and deferred revenue. In addition, please tell why pro forma accumulated
deficit is different than actual. Finally, please explain why pro forma additional paid-
in capital increased by $8,500,000 rather than $7,500,000 related to the 750,000
shares issued.

August 13, 2025
Page 2
Certain Relationships and Related Party Transactions, page 69
2.We note your response to prior comment 3, including filing the agreement as Ex.
10.14, and reissue in part. Specifically, please disclose the material terms of the
agreement, including but not limited to, the duration of the agreement, termination,
and payment structure. We note your statement that "All specific services to be
provided by Cádiz CF to Nomadar or by Nomadar to Cádiz CF, and related payments
to be made from Cádiz CF to Nomadar or by Nomadar to Cádiz CF, will be set forth
in subsequent annexes." Therefore, if these terms are not currently known or are being
negotiated, please expand your discussion to state plainly that is the case.
Additionally, please revise your risk factors section as applicable to account for the
risk that these terms have not yet been determined, including the risks associated with
the uncertainty of receiving revenue associated with the Framework Agreement.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

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

August
7, 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 Registration Statement on Form S-1

    Filed
    July 29, 2025

    File
    No. 333-284716

Dear
Ms. Beukenkamp and Mr. Field:

By
your letter dated August 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. 2 (the “Amendment No. 2”) to
the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Staff on July 29, 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. 3 to the Registration Statement (“Amendment No. 3”) 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 the Registration Statement on Form S-1

Capitalization,
page 38

    1.
    We
    read your responses to prior comments 2 and 3. Please tell us your consideration of including the $1 million due and payable to Cadiz
    CF within 24 months and the Yorkville Convertible Notes received subsequent to March 31, 2025 as additional debt on a pro forma basis.

    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 and the
Yorkville Convertible Notes. Please see the updates to the Cash and Total Liabilities line items of, and related footnotes to,
the capitalization table on page 38 of the Registration Statement.

    August
    7, 2025

    Page
    2

    dentons.com

Business,
page 43

    2.

    We
    note your response to prior comment 4. Please further revise your disclosure to briefly describe in greater detail the ENJOYFOOTBALL
    (EJB) entity with which you have entered into an agreement to enroll players into the company’s training program (i.e., nature
    of business). Additionally, as applicable, pleases disclose whether EJB is a related party and, if so, revise your disclosure throughout
    the registration statement accordingly.

    Response:
    The Company respectfully advises the Staff that the Company has briefly described this entity in greater detail in Amendment
    No. 3. The Company can confirm that EJB is not a related party.

Certain
Relationships and Related Person Transactions, page 69

    3.

    Please
    revise to disclose and discuss the material terms of the Framework Agreement with Cadiz CF. Please also file the Framework Agreement
    as an exhibit to this registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

    Response:
    The Company respectfully advises the Staff that the Company has revised the disclosure here and throughout Amendment No. 3 to
    disclose the material terms of the Framework Agreement, and has filed the Framework Agreement as an exhibit to Amendment No. 3.

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

August 5, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 29, 2025
File No. 333-284716
Dear Rafael Contreras:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 23, 2025 letter.
Amendment No. 2 to the Registration Statement on Form S-1
Capitalization, page 38
1.We read your responses to prior comments 2 and 3. Please tell us your consideration
of including the $1 million due and payable to Cadiz CF within 24 months and the
Yorkville Convertible Notes received subsequent to March 31, 2025 as additional debt
on a pro forma basis.
Business, page 43
We note your response to prior comment 4. Please further revise your disclosure to
briefly describe in greater detail the ENJOYFOOTBALL (EJB) entity with which you
have entered into an agreement to enroll players into the company's training program
 2.

August 5, 2025
Page 2
(i.e., nature of business). Additionally, as applicable, pleases disclose whether EJB is
a related party and, if so, revise your disclosure throughout the registration statement
accordingly.
Certain Relationships and Related Person Transactions, page 69
3.Please revise to disclose and discuss the material terms of the Framework Agreement
with Cadiz CF. Please also file the Framework Agreement as an exhibit to this
registration statement. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

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

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

July 23, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 27, 2025
File No. 333-284716
Dear Rafael Contreras:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 19, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-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.

July 23, 2025
Page 2
Capitalization, page 38
2.Please revise the pro forma basis to include the $1 million payable to Cardiz 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.
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.
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).
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

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

February 19, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Registration Statement on Form S-1
Filed February 6, 2025
File No. 333-284716
Dear Rafael Contreras:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 14, 2025 letter.
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.

February 19, 2025
Page 2
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.
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.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

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

 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

January 14, 2025
Rafael Contreras
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted December 20, 2024
CIK No. 0001994214
Dear Rafael Contreras:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our December 3, 2024 letter.
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.

January 14, 2025
Page 2
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."
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).
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

December 3, 2024
Ivan Contreras Torres
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 7, 2024
CIK No. 0001994214
Dear Ivan Contreras Torres:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 28, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted November 7, 2024
Cover Page
1.We note your response to prior comment 1, including your statement that you do not
intend to rely on any exemptions from the corporate governance requirements that are
available to controlled companies, and reissue in part. Please revise your disclosure
here and elsewhere as applicable to discuss the consequences of your status as a
controlled company such as the ability to determine the outcome of matters requiring
stockholder approval.

December 3, 2024
Page 2
Multi-Purpose Event Center, page 1
2.We note your disclosure that construction is scheduled to begin in 2026 and that you
anticipate construction will be completed by or around 2030. Please revise to clarify
that you currently do not have the required funding to develop Sportech City, include
a cross reference to the Capital Requirements section on page 7 and add a new risk
factor to specifically discuss raising the required funding and any associated risks.
High Performance Training Program, page 1
3.Please revise to clarify the exact number of athletes or subscribers who are currently
enrolled in person or online. If the Nomadar HPT program currently has no athletes or
subscribers, please disclose that fact.
Soccer Academies, page 2
4.Please revise to disclose that you have entered into no agreements to date and
currently operate no soccer academies.
Capital Requirements, page 7
5.We note your disclosure that in connection with the Contribution Agreement and each
funding date that the company will issue to Sportech a number of shares of common
stock. Please revise to discuss in greater detail the company's obligations to issues
shares in connection with each funding date. To the extent applicable, please quantify
the number of shares or, alternatively, explain in greater detail how the amount of
shares will be determined in relation to the funding amount and the current trading
price of your common stock.
Organizational and Capital Structure, page 7
6.We note your response to prior comment 23 and reissue in part. Revise your
organizational structure diagram here and on page 57 to provide a pre- and post-
offering diagrams that include the ownership and voting power of the respective
parties, including public stockholders post-offering. Detail the respective ownership
and voting rights of both your Class A and Class B shares clearly within the diagram.
We note the revisions to your narrative disclosure, including with regard to Class A
and Class B voting rights, for example.
Risks Related to our Magico Gonzalez and other Merchandise and Licensing Initiatives
Fluctuations in the cost of raw materials and commodities we use in our products, page 16
7.We note your response to prior comment 13 and reissue in part. Please further revise
this section and elsewhere in your registration statement as appropriate to make clear
what products you plan to offer that result in a risk associated with the cost of raw
materials and commodities. We note your disclosure elsewhere that you entered into
an exclusive licensing agreement with Cádiz CF to license all rights to the Mágico
González brand and utilize e-commerce, which suggests a possible intention to
produce certain products (e.g., jerseys or other sports memorabilia). Please revise
briefly and accordingly to describe the specific products that present manufacturers
and distributors with potential increased costs discussed here.

December 3, 2024
Page 3
Business
Company Overview and Recent Developments
Multi-Purpose Event Center, page 37
8.We note your response to prior comment 19 and reissue in part. Revise your
disclosure here and elsewhere throughout your prospectus as appropriate to discuss
whether there will be any continued business or other relationship between Nomadar
and Sportech in the event of direct listing of the common stock. Briefly expand your
disclosure to discuss in greater detail any planned business or other functional support
or planned operational resource sharing.
Enrollment and Track Record, page 52
9.We note your response to prior comment 22 and reissue in part. Please revise your
disclosure here to clarify how the company generates revenues from athletes
enrollment in the program. We note that you disclose that you "partner" with certain
organizations. In this regard, expand your disclosure to discuss these partnerships in
greater detail with a focus on revenue generation. We note your disclosure on page 1.
Future and Proposed Human Capital, page 58
10.We note your response to prior comment 25 and reissue in part. Specifically, please
revise your disclosure to clarify where your six full-time employees are currently
located and/or reside. Further, revise your disclosure were appropriate, including your
Risk Factors section, to discuss how you intend to execute your business plan and the
associated risks and challenges given the planned development of Nomadar Project in
Spain, for example, as well as the labor- and capital-intensive nature of your planned
business operations given the location of your executive offices and limited human
capital resources.
11.We note that you conduct operations in Spain through an entity referred to as the
Nomadar Spanish Branch ("formally named" Nomadar Corp. Sucursal en Espana) but
that this entity is "not a subsidiary" of the company. Revise and expand your
discussion to (i) make clear as disclosed elsewhere that you currently do not have any
operations to date; and (ii) explain in greater detail your relationship to Nomadar
Spanish Branch including, for example, any agreements, shared ownership, and/or
controlling shareholders given that it appears to be both part of your planned business
but not a part of your corporate structure.
Index to Financial Statements
Note 4. Stockholders' Deficit, page F-10
12.We note your disclosure in the unaudited financial statement notes in response to prior
comment 29. Please similarly revise your disclosure in this audited Note 4.
General
We note that you have applied to list your Class A common stock on the Nasdaq
Capital Market. Please tell us the listing standard you intend to rely upon in listing
your Class A common stock and specifically confirm whether and how you meet each
of the quantitative requirements. If you do not meet such quantitative requirements, 13.

December 3, 2024
Page 4
please explain how you expect to do so. Also, please revise to include a risk factor
that discusses the risks associated with your ability to meet such quantitative
requirements and any related risks to your shareholders (to include risks regarding
continued compliance and any affects on your licensing agreements). Lastly, please
confirm that you have initiated discussions with Nasdaq regarding listing approval.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Baumel

August 28, 2024
Ivan Contreras Torres
Chief Executive Officer
Nomadar Corp.
5015 Highway 59 N
Marshall, Texas 75670
Re:Nomadar Corp.
Draft Registration Statement on Form S-1
Submitted August 2, 2024
CIK No. 0001994214
Dear Ivan Contreras Torres:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 Submitted August 2, 2024
Cover Page
1.Please revise the prospectus cover page to disclose the nature of your capital structure,
including the disparate voting rights between your classes of common stock. Specifically,
we note that shares of your Class A common stock offered here are entitled to one vote
per share whereas your Class B common stock entitles the holder to twenty (20) votes per
share. Further, make clear the consequences of your status as a controlled company,
including the approximately 93.72% ownership/voting power of Sport City Cadiz S.L.,
and the consequences of such ownership/voting power such as the ability to determine the
outcome of matters requiring stockholder approval. Additionally, quantify the percentage
interest held by Sport City Cadiz S.L. assuming the sale of all shares offered here. Make
conforming revisions in the Prospectus Summary and Risk Factors sections.
Please revise the prospectus cover page and elsewhere throughout your registration
statement as appropriate to state whether all or a portion (identifying the portion, if 2.

August 28, 2024
Page 2
applicable) of shares held by the Registered Stockholders may be freely sold upon
effectiveness of the registration statement, as well as the number of shares that may be
freely sold in reliance on an exemption from registration such as Rule 144. We note your
disclosure in the "Principal and Registered Stockholders" section on page 68 stating that
certain Registered Stockholders would be unable to sell their securities pursuant to Rule
144 until you have been subject to '34 Act reporting requirements for a period of at least
90 days.
3.Please revise your disclosure here and in your "Plan of Distribution" section to clarify
whether the company will be involved in the price-setting and plan of distribution. We
note your statement that "[t]he Registered Stockholders will not be involved in Nasdaq's
price-setting mechanism..."
Prospectus Summary, page 1
4.We note that the company's business is based upon four proposed business verticals
which will all be acquired from a related-party and the company's controlling
shareholder. With respect to each proposed acquisition, please revise to summarize in
greater detail the material terms and conditions of each acquisition (i.e., material terms
and conditions of any letter of intent) to include what specifically is being acquired, the
timing and the associated costs/valuation of the assets. In this regard, we note that the
current disclosure insinuates that the company will issue new shares as part of each
acquisition. Please discuss the number of shares, their valuation and the costs of each
acquisition. Please include enough information so investors and fully understand the
acquisition of each business vertical and how such acquisition will affect the company's
capital structure.
5.Please revise this section to disclose that there is substantial doubt as your ability to
continue as a going concern as well as revise to quantify the revenues you have generated
and the company's net loss. Disclose your monthly "burn rate" and the month in which
you will run out of funds without additional capital. We note that you currently have
$14,630 of unrestricted cash and anticipate capital requirements for the Sportech City
aspect of your business alone to be an estimated $309.7 million.
6.Revise your Prospectus Summary to provide a discussion of the key aspects of this
offering in accordance with Item 503(a) of Regulation S-K and the instruction thereto. In
this regard, we note that a discussion addressing the offering including, for example but
not limited to, the securities being offered, any disparate voting rights, any controlling
shareholders, or common stock outstanding pre- and post-offering is not currently
provided. Further consider providing a corporate structure diagram. We note your
disclosure in the Business section on page 57.
Capital Requirements, page 7
Given the company's lack of revenues, net loss, and substantial capital requirements,
please revise this section to discuss the company's capital raising plans in greater detail
and specifically the company's near term plans. In this regard, we note that the disclosed
debt financing and capital increases are scheduled to begin in 2027 but stadium
construction is scheduled to being in 2026. Additionally, with respect to the "Major
 7.

August 28, 2024
Page 3
Shareholder Contributions" of approximately $21.7 million, please revise to discuss the
material terms and conditions of these commitments and contributions in greater detail.
Risks Related to Our Financial Condition and Capital Requirements
We have generated no revenues since inception, and may never be profitable..., page 9
8.Please revise your disclosure to briefly describe, for example by providing an example,
what type of entity or individual would constitute a "strategic alliance partner." We note
that these parties appear to be critical to both the immediate development of your current
business plan as well as your future success generating revenues through the potential
launch and commercialization of products that would require such alliance partner
approval.
Our ability to continue to operate as a going concern..., page 10
9.Please revise your risk factor here to include discussion of the report of your independent
auditor who, in additional to your management, has determined that there is substantial
doubt as to your ability to continue as a going concern. Further, please expand your
disclosure here to include specific financial measures, for example cash on hand or net
losses, to provide context to this risk factor discussion.
We have outstanding indebtedness and expect to incur additional indebtedness in the future., page
10
10.Please revise to disclose the balance of this related-party loan as of a recent date. In this
regard, we note page F-12 discloses a cumulative loan balance of $124,195. Please also
discuss this outstanding balance in your going concern discussion in the Prospectus
Summary and associated risk factor.
Public health issues such as a major epidemic or pandemic..., page 11
11.Please revise your risk factor to address how a major epidemic or pandemic may impact
your planned business specifically. In this regard, we note your reference to "homebuilder
traffic" which does not appear connected to your planned business operations as well as
your intention to engage in business activities, including live sporting events, commercial
spaces and sports schools, where people gather in-person. Further we note that, as
discussed in your Business section, Spain and Andalusia are prominent tourist
destinations and it appears that this aspect (i.e., tourism, including international tourism)
is a key component of your plan to attract customers to the Sportech City, which may be
negatively impacted by travel restrictions or other measures in response to a major
epidemic or pandemic.
Risks Related to Sportech City Cadiz
We have entered into a letter of intent with Sportech..., page 11
Please revise your disclosure here and elsewhere throughout your prospectus to discuss in
greater detail the material terms of the letter of intent and the status of your negotiations
or other factors impeding the entry into a binding agreement with Sportech to transfer the
Sportech land. We note that Sportech is a both a related-party and your controlling
shareholder as well as your statement that you anticipate entering in definitive agreements
in the second half of 2024. Further, please revise your disclosure to discuss the materially 12.

August 28, 2024
Page 4
adverse affects on your business and results of operations in greater detail. In this regard,
we note that the Nomadar Project is central to your planned business. Similarly, provide
disclosure, where appropriate, to discuss the material terms of the letter of intents and the
status of entering into binding agreements regarding the MG Rights and Sportech HPT
aspects of your proposed business that similarly have letter of intents in place regarding
the transfer of the respective assets. We note your risk factors on pages 15 and 25
regarding the MG Rights and Sportech HPT, respectively, as well as your statements that
entry into these definitive agreements is anticipated to be within the third quarter of 2024.
Risks Related to our Mágico Gonzalez and other Merchandise and Licensing Initiatives
Fluctuations in the cost of raw materials and commodities we use in our products..., page 16
13.Please revise this risk factor to discuss briefly but with added specificity how the
fluctuations in the cost of raw material and commodities is tied to your planned business
activities associated with the MG Rights portion of your business.
Risks Related to Our Industry
Our international expansion and operations in foreign markets..., page 24
14.Please revise this risk factor heading and disclosure to make clear that you currently have
limited business operations and any planned international expansion and operations in
additional markets is speculative at this time.
The direct listing process differs from an initial public offering..., page 26
15.Please revise your risk factor here and your disclosure elsewhere as appropriate to briefly
discuss Regulation M and associated risks in connection with the pricing of the offering
through the completion of the distribution of the common stock being offered here. We
note your statement on the cover page and "Plan of Distribution" regarding the Advisor
exercising any consultation rights only to the extent it can do so consistent with the anti-
manipulation provisions of the federal securities laws, including Regulation M.
The holders of our Class B Shares have additional rights and privileges which allow..., page 29
16.Please revise this discussion to state plainly that Class B stockholders will continue to
control the company after the completion of the offering and that Class A stockholders
will represent a minority voting interest.
Capitalization, page 36
17.Please remove the parentheses from the Stockholder loan amount.
Management's Discussion and Analysis...
Overview
Company Overview and Recent Developments, page 37
18.Please revise your sentence here to make clear that you have not commenced any business
operations or generated any revenues to date. We note your statement on page 38 under
"Results of Operations and Known Trends or Future Events." Please also revise the
Company Overview section in the Prospectus Summary section on page 1 accordingly.

August 28, 2024
Page 5
Business
Company Overview, page 40
19.Please revise your disclosure here and elsewhere throughout your prospectus as
appropriate to discuss the nature of the relationship Nomadar will have with Sportech in
the event the business plan advances and definitive agreements facilitating the Nomadar
Project, MG Rights, and Sportech HPT are entered into. We note that Sportech will
remain a controlling stockholder of Nomadar as well as planned "major shareholder
contributions" to help meet capital requirements. Briefly expand your disclosure to
discuss in greater detail any planned business or other functional support or planned
operational resource sharing. In this regard, discuss the current line of credit and any
outstanding balances.
20.Revise your disclosure to provide a timeline to develop your four proposed business
verticals. Incorporate anticipated capital requirement financing, entry into definitive
agreements, and proposed beginning and ending dates. In this regard, by way of example,
you state on page 40 that construction is scheduled to begin on Sportech City in 2026 and
be completed by or around 2030.
High Performance Training Program, page 49
21.Please revise your disclosure here and elsewhere as appropriate throughout your
prospectus to expand your discussion regarding the "growing network with youth soccer
academies and professional clubs across the USA, Latin America, and Europe."
Specifically, elaborate on what constitutes this "network," including any written
agreements or other formal relationships associated with these parties. Additionally,
please disclose how many youth soccer academies and professional clubs are a part of the
network. We note your disclosure immediate below regarding Cadiz CF and Malaga CF.
Further, please revise to discuss with greater specificity what operations, customers or
other business assets constitute "all right and title" to Sportech HPT that Sportech intends
to transfer to Nomadar should the parties enter into a definitive agreement. Lastly, discuss
in greater detail the relationship with your "partner organizations." In this regard, it
appears that your "in person" instruction is provided through partner organizations versus
the company. Please discuss the material terms and conditions of these partnership
arrangements.
Enrollment and Track Record, page 52
22.We note your disclosure that 700 athletes have enrolled in the program. Please revise to
clarify the exact number of athletes who are currently enrolled in person and
online. Additionally, please revise to clarify how the company generates revenues from an
athletes enrollment in the program.
Organizational Structure, page 57
Please revise your organizational structure diagram to provide a pre- and post-offering
diagram that includes the ownership and voting power of the respective parties,
including public stockholders post-offering. Detail the ownership of both your Class A

 23.

August 28, 2024
Page 6
and Class B shares. Further, please revise to reflect the naming conventions used
throughout this registration statement for the respective entities (e.g., Sport City Cadiz
S.L. is also defined as and referred to as "Sportech").
Human Capital Resources, page 58
24.We note your statement here that as of December 31, 2023, you have three full-time
employees. However, we note that your Management section beginning on page 59
provides the biographies for three named executive officers as well as an additional three
individuals named as other officers. Please reconcile.
Our Facilities, page 58
25.We note that your principal executive offices are in Texas as well as the fact that as of
December 31, 2023 you have three full-time employees. Please revise your disclosure
were appropriate, including your Risk Factors section, to discuss how you intend to
execute your business plan and the associated risks and challenges given the planned
development of Nomadar Project in Spain, for example, as well as the labor- and capital-
intensive nature of your planned business operations given the location of your executive
offices and limited human capital resources.
Certain Relationships and Related Person Transactions
Transactions with Sportech and Cadiz CF, page 67
26.Please revise this section to provide the dollar amount outstanding on the Sportech Loan.
Additionally, please revise to disclose the material terms and conditions of each letter of
intent.
Index to Financial Statements, page F-1
27.Please tell us