Form 8-K

8-K — Nomadar Corp.

Accession: 0001493152-26-027372

Filed: 2026-06-05

Period: 2026-06-02

CIK: 0001994214

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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)

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

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 ☒

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.

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

REMUNERATED

PRIVATE INVESTMENT AGREEMENT

Madrid, Spain on May 25th, 2026.

PARTIES

the one hand

Mr.

Rafael Jesús Contreras Chamorro with ID NUM. [***], acting in the name and

on behalf of the company NOMADAR CORP, with TAX ID EIN: 99-3383359, domiciled for these purposes in United States, in the State of Texas

is 5015 Hwy 59 N, Marshall, 75670.

And,

on the other hand

[***],

of legal age, of Mexican nationality, domiciled for these purposes in Madrid, and holding Mexican passport no. [***]

and Spanish NATIONAL ID FOR FOREIGNERS (NIE) [***]. He acts in his own name and

right, hereinafter referred to as the Entrepreneur, and, at the same time, in his capacity as sole shareholder and sole administrator

of the Spanish company MAKE MARK LLC., with TAX ID (EIN) number [***], and domiciled

at [***], (hereinafter referred to as “the Depositary”) and of the

Mexican company MAKE A MARK EVENTS SRL, duly incorporated and registered in the Mexican Mercantile Registry with electronic mercantile

folio no. [***], with federal taxpayer registration number [***],

domiciled at [***] (hereinafter, referred to as “the Company”), which

is a company part of the [***], wholly owned by the Entrepreneur. All of them are

jointly referred to as “the Parties”.

The

Parties acknowledge having sufficient legal capacity to contract and undertake obligations.

RECITALS

I.-

That the Company’s purpose is the management and commercialization of advertising spaces and events in American media and it is

fully responsible for the management of investments in the media.

II.

That the Company has service contracts with its top-tier clients and is willing to assign to third parties [***]

percent ([***]%) of the investment required for the execution of the client contract

portfolio, with the objective of continuing to grow, for which it is willing to open its high-yield business portfolio to third parties.

III.-

That the Depositary is a Spanish company under the exclusive corporate control of the same partner who is the exclusive owner of the

share capital of the Company and the [***].

IV.-

That the Parties have agreed to formalize this remunerated private investment agreement, by which the Investor shall deliver to the

Company the amount of 1.000.000,00 $ (ONE MILLION AMERICAN DOLLARS), to obtain an agreed remuneration, according to the covenants

and conditions established in the following

CLAUSES

FIRST.-

PURPOSE. The purpose of this contract is to regulate the Investor’s remunerated private investment, by means of a fixed interest

rate, in the Company’s service contracts with its clients. The Investor undertakes, upon signing this contract, to deliver the

agreed investment amount of 1.000.000,00 $ (ONE MILLION AMERICAN DOLLARS), to the Depositary.

The

Depositary shall remit and certify to the Investor the full investment amount’s remittance to the Company, to finance the costs

of providing the services under the contract with the client [***] according to

the purchase order attached as Annex 1. The Company, the Depositary, and the Entrepreneur are jointly and severally liable to reimburse

said amount under the terms and conditions set forth in the following clauses.

The

Company shall periodically inform and, in any ca

se,

within 24 hours, at the Investor’s request, about the progress of the service provision and the investment, assigning a Company

manager for such monitoring and information, who is identified in Annex 1. The Entrepreneur and the Company’s Finance Director

shall be fully available to the Investor to supplement any information in any case.

SECOND.-

DELIVERY. The Investor undertakes to deliver the investment amount, by bank transfer, to the Make Mark LLC’s [***] Bank

account [***] owned by the Depositary, which shall take place at the time of signing this Agreement.

THIRD.-

INTEREST. The granted investment shall accrue interest in favor of the Investor, which shall be calculated and paid by the Company

as follows:

3.1.-

Interest Period. The interest period is monthly, quarterly, or semi-annually, depending on the case.

3.2.-

Interest Rate. The interest for 30 days is 2,7% (TWO POINT SEVEN percent) of the investment amount.

3.3.-

Accrual and Payment of Interest. Accrual occurs every [***] days ([***]

days) from the effective deposit of the investment amount into the account designated in Clause SECOND, without prejudice to the possibility

of accumulation.

The

Investor, should they wish to accumulate said accrual, must notify [***] days prior

to the corresponding accrual for restitution purposes.

FOURTH.-

DURATION. The duration of the investment regulated by this contract is 30 days, renewable for the same period up to a maximum of

one year. The Company shall provide continuous information on the progress of the service provision and the evolution of the investment.

case of investment renewal, the restitution of the investment shall occur upon the expiration of the renewal term, and that of the interest,

at the Investor’s option, monthly, every [***] months, or every [***]

months, as applicable, from the date of this contract or upon the expiration of the investment renewal term.

FIFTH.-

RESTITUTION. The Depositary shall return, by bank transfer to the Investor’s account [***]

([***] Bank), the investment amount, plus the agreed interest, totaling

1.000.000,00 $ (ONE MILLION AMERICAN DOLLARS), plus 2,7% every 30 days, unless extended by written agreement of the Parties, in accordance

with what was agreed in Clauses Fourth and Third 3.3.

SIXTH.-

FULL GUARANTEE. The investment and its restitution, with the agreed interest, are fully guaranteed by the pledging of the Company’s

contracts with its clients for an amount corresponding to the invested volume, as per Annex 1.

Furthermore,

the Company, the Depositary, and the Entrepreneur jointly and severally guarantee the fulfillment of this contract and all its obligations,

including especially those of restitution and payment of the agreed interest on time, [***].

SEVENTH.-

EXPENSES AND TAXES. [***].

EIGHTH.-

DATA PROTECTION AND CONFIDENTIALITY. The Parties are subject to Spanish data protection legislation. Neither Party shall inform,

disclose, or publish this contract to third parties unless there is an express agreement between the Parties to that effect or a final

express resolution from a competent judicial or administrative authority.

NINTH.-

APPLICABLE LAW AND JURISDICTION. With express waiver of any other jurisdiction that might otherwise correspond to them, for any dispute

that may arise from the existence, validity, nullity, fulfillment, execution, or interpretation of this contract, the Parties expressly

submit to the jurisdiction and competence of the Courts of the city of Madrid (Spain), with this contract being subject to Spanish law.

And,

in witness thereof, the Parties sign this Agreement, in duplicate and with a single effect, in In Madrid, Spain on May 25th, 2026.

/s/

Rafael Jesús Contreras Chamorro

May

25, 2026

Signed:

Make a Mark SRL

/s/

Make a Mark Event SRL

May

25, 2026

ANNEX

[***]

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