Nomadar Corp-A美股招股说明书(2025-12-09版)

This prospectus relates to the resale from time to time by YA II PN, LTD., a Cayman Islands exempt limited company(“Yorkville” or the “Selling Stockholder”), of up to 6,666,667 shares of our Class A Common Stock, par value $0.000001 per share(“Common Stock”). The shares of Common Stock to which this prospectus relates consists of shares that we may, in our discretion, elect to issue andsell to the Selling Stockholder from time to time, pursuant to a standby equity purchase agreement we entered into with the SellingStockholder on May 20, 2025 (the “SEPA”). See “The Standby Equity Purchase Agreement” for a description of the SEPA and “SellingStockholder” for additional information regarding Yorkville. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by theSelling Stockholder. However, we may receive up to $30,000,000 in aggregate gross proceeds from sales of Common Stock we may electto make to Yorkville pursuant to the SEPA. The shares of Common Stock that may be offered pursuant to this prospectus would bepurchased by Yorkville from time to time pursuant to the SEPA at a price equal to 95% of the lowest of the three daily volume weightedaverage price (“VWAP”) during a pricing period as set forth in the SEPA, and would be subject to certain limitations. The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number ofdifferent ways and at varying prices. Information about how the Selling Stockholder may sell or otherwise dispose of the shares isdescribed in this prospectus under the caption “Plan of Distribution.” The Selling Stockholder is an “underwriter” within the meaning ofSection 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of Common Stockand any discounts, commissions, or concessions received by the Selling Stockholder are deemed to be underwriting discounts andcommissions under the Securities Act. If any underwriters, dealers, or agents are involved in the sale of any of the securities, their namesand any applicable purchase price, fee, commission, or discount arrangement between or among them will be set forth, or will becalculable from the information set forth, in any applicable prospectus supplement. We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. TheSelling Stockholder will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any,incurred for the sale of these shares of Common Stock. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “NOMA”. On December 8, 2025, the last reportedsale price of our Common Stock on The Nasdaq Capital Market was $7.41 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject toreduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 17 of this prospectus, and under similar headings in any amendment orsupplements to this prospectus. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. December 8, 2025 Table of Contents ABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING13THE STANDBY EQUITY PURCHASE AGREEMENT14RISK FACTORS17USE OF PROCEEDS44DIVIDEND POLICY44MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS45BUSINESS55MANAGEMENT73EXECUTIVE COMPENSATION79PRINCIPAL STOCKHOLDER82CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS83DESCRIPTION OF SECURITIES86DETERMINATION OF OFFERING PRICE89SELLING STOCKHOLDERS90PLAN OF DISTRIBUTION91UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS93EXPERTS97LEGAL MATTERS97WHERE YOU CAN FIND MORE INFORMATION97INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we,nor the Selling Stockholder, have authorized any other person to provide you with information that is different from, or adds to, thatcontained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we northe underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date ofthis prospectus, regardless of the time of deliv