Nomadar Corp-A美股招股说明书(2025-11-19版)

Prospectus Supplement No. 2(to Prospectus dated October 29, 2025) 13,268,718 SharesNomadar Corp. This prospectus supplement is being filed to update and supplement the information contained in the prospectus datedOctober 29, 2025 (the “Prospectus”), related to the registration of the resale of up to 13,268,718 shares of our Class A common stockby our stockholders identified in the Prospectus, with the information contained in our Current Report on Form 8-K, filed with the This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in Our common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NOMA”. On November 18,2025, the last reported sales price of our common stock was $9.15 per share. We are an “emerging growth company” under federal securities laws and are subject to reduced public companyreporting requirements. Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is November 19, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01Entry into a Material Definitive Agreement. On November 17, 2025, Nomadar Corp., a Delaware corporation (the “Company”), entered into a land lease agreement andpurchase option (the “Lease Agreement”) with Sport City Cádiz S.L., a company incorporated under the laws of Spain (“Sportech”),pursuant to which Sportech, as the owner of a plot of land located at Puerto de Santa Maria, Spain, as further described in the LeaseAgreement (the “Property”), has agreed to lease the Company the Property, for an initial term of three years from the date of the Lease During the term of the lease, the Company shall pay an annual rent (the “Annual Rent”) of €144,000 (approximately$166,939), plus the applicable value added tax, in monthly installments of €12,000 (approximately $13,912). During the term of thelease, the Annual Rent will be subject to annual update, as of July 1st of each year, in accordance with the changes in the Consumer From the period beginning on the date of the Lease Agreement, and ending 60 days prior to the end of the term of the LeaseAgreement (including any extension thereof), the Company shall have the exclusive right to purchase (the “Purchase Option”): (i) theentire Property, or (ii) a minimum surface of 100,000 m2of the Property. The purchase price for such Purchase Option shall be€29.178 (approximately $34) per m2. Any amount of rent paid by the Company to Sportech prior to the exercise of the PurchaseOption, will be deducted from the purchase price payable by Company to Sportech upon exercise of such Purchase Option. If the Purchase Option has not been exercised by the end of the term of the lease, the Company shall return the Property toSportech in accordance with the terms of the Lease Agreement. In the event that Sportech decides to transfer the Property, in whole or in part, the Company shall have a preferential right toacquire the Property, upon the terms and conditions set forth in the Lease Agreement. In accordance with the Company’s Related Party Transactions Policy, the Lease Agreement was unanimously approved by theaudit committee of the board of directors of the Company on November 17, 2025. The foregoing description of the Lease Agreement does not purport to be a complete statement of the parties’ rights andobligations under the Lease Agreement and is qualified in its entirety by reference to the full text of the Lease Agreement, which is Item 2.03Creation of a Direct Financial Obligation. The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Lease Agreement is incorporatedby reference into this Item 2.03. Item 7.01Regulation FD Disclosure. On November 19, 2025, the Company issued a press release wh