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SEC Comment Letter for National Energy Services Reunited Corp. (NESR) (CIK 0001698514) (NESR) — Apr 11, 2017

National Energy Services Reunited Corp. (NESR) (CIK 0001698514)
Date: April 11, 2017 · CIK: 0001698514 · Accession: 0000000000-17-012452

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-217006

Date
April 11, 2017
Author
/s/ D avid Link for
Form
UPLOAD
Company
National Energy Services Reunited Corp. (NESR) (CIK 0001698514)

Letter

Mail Stop 3561 April 11, 2017 Via E -mail Sherif Foda Chief Executive Officer National Energy Services Reunited Corp. 777 Post Oak Blvd. Houston, Texas 77056

Re: National Energy Services Reunited Corp. Registration Statement on Form S-1 Filed March 29, 2017 File No. 333-217006

Dear Mr. Foda :

We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do no t 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 these comments, we may have additional comments.

Notes to Financia l Statements, page F -7

4. Private Placement, page F -12

1. We note your response to prior comment eight on the fair value of your private placement warrants. Please further explain your valuation analysis performed including the number of similarly structur ed SPAC’s analyzed the date range of these transactions and the relevant industries. Additionally, explain if there was an adjustment to the fair value of the publicly traded warrants to the fair value of your private warrants for which no liquid trading market exists.

Sherif Foda National Energy Services Reunited Corp. April 11, 2017 Page 2

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Steve Lo at (202) 551 -3394 or Nasreen Mohammed at (202) 551 -3773 if you have questions regarding comments on the financial statements and related matters. Please contact Hillary Daniels at (202) 551 -3959 or David Link at (202) 551 -3356 with any other questions.

Sincerely,
/s/ D avid Link for

Show Raw Text
Mail Stop 3561

April 11, 2017

Via E -mail
Sherif Foda
Chief Executive Officer
National Energy Services Reunited Corp.
777 Post Oak Blvd.
Houston, Texas 77056

Re: National Energy Services Reunited Corp.
Registration Statement on Form S-1
Filed March 29, 2017
  File No. 333-217006

Dear Mr. Foda :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t 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 these  comments, we may have  additional comments.

Notes to Financia l Statements, page F -7

4. Private Placement, page F -12

1. We note your response to prior comment eight on the fair value of your private placement
warrants.   Please further explain your valuation analysis performed including the number
of similarly structur ed SPAC’s analyzed the date range of these transactions and the
relevant industries.   Additionally, explain if there was an adjustment to the fair value of
the publicly traded warrants to the fair value of your private warrants for which no liquid
trading market exists.

Sherif Foda
National Energy Services Reunited Corp.
April 11, 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Steve Lo  at (202) 551 -3394  or Nasreen Mohammed  at (202) 551 -3773
if you have questions regarding comments on the financial statements and related matters.
Please contact Hillary Daniels at (202) 551 -3959  or David Link  at (202) 551 -3356  with any other
questions.

Sincerely,

 /s/ D avid Link for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP