Nomadar Corp.

8-K · form8-k.htm

0001994214

 2026-06-02
 2026-06-02

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d)

 of
the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 2, 2026

  

 NOMADAR
CORP.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-42924
  
 99-3383359

 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 No.)

  

 5015
Highway 59 N

 Marshall ,
 Texas 75670

 (Address
of principal executive offices)

  

 Registrant’s
telephone number, including area code: (323) 672-4566

  

  

 (Former
name or former address, if changed since last report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 stock, par value $0.000001 per share
  
 NOMA
  
 The
 NASDAQ Stock Market LLC

  

 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 for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 1.01 Entry into a Material Definitive Agreement.

  

 On
June 2, 2026, the Board of Directors of Nomadar Corp. (the ‘Company” or “Nomadar”) ratified the prior
entry into a Remunerated Private Investment Agreement (the “Media Firm Agreement”), dated May 25, 2026, by and among the
Company, Make A Mark Events SRL (the “Media Firm”), an entity owned by an investor in the Company, and Make Mark, LLC (the
“US Media Firm”). Pursuant to the Media Firm Agreement, the Company gave the Media Firm $1,000,000 in connection with an
advertising campaign for various clients managed through the Media Firm and its affiliated media operations. The $1,000,000 is repayable
within thirty days, is renewable for additional thirty day periods up to one year, and earns a return, due to the Company and to be paid
by the Media Firm at a rate 2.7% every thirty days. The Media Firm Agreement is guaranteed with certain contracts between the Media Firm
and the Media Firm’s clients, and further guaranteed, jointly and severally, by the investor, the Media Firm, and the US Media
Firm.

  

 The
foregoing is merely a summary of the Media Firm Agreement, and is qualified in its entirety by reference to the full text of the document,
which is filed hereto as Exhibit 10.1, and incorporated herein by reference.

  

 Item 9.01 Financial Statements and Exhibits .

  

 (d)
Exhibits

  

 Exhibit

 No.
  
 Description

 10.1#
  
 Remunerated Private Investment Agreement, between the Company, Make Mark LLC, and Make a Mark Events SRL, dated as of May 25, 2026.

 104
  
 Cover
 Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

  

 #
As permitted by Regulation S-K, Item 601(b)(10)(iv)of the Securities Exchange Act of 1934, as amended, certain confidential portions
of this exhibit have been redacted from the publicly filed document.

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

  

  
 Nomadar
 Corp.

 Date:
 June 5, 2026
  

  
 By:
 /s/
 Rafael Contreras

  
 Name:
 Rafael
 Contreras

  
 Title:
 Chief
 Executive Officer