SecProbe.io

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 National
Energy Services Reunited Corp.

 777
Post Oak Boulevard, Suite 730

 Houston,
Texas 77056

 June
24, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Energy & Transportation

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Michael Purcell

 Re:
 National
 Energy Services Reunited Corp.

 Amendment
No. 1 to the Registration Statement on Form F-4

 File
No. 333-287661

 To
the address set forth above:

 In
accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, National
Energy Services Reunited Corp. (the "Company") hereby requests acceleration of the effective date of the above referenced
Amendment No. 1 to the Registration Statement on Form F-4 (the "Registration Statement") of the Company. We respectfully
request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on June 24, 2025, or as soon as practicable thereafter.

 The
Company hereby authorizes Judy Little of Allen Overy Shearman Sterling US LLP, counsel to the Company, to orally modify or withdraw this
request for acceleration.

 The
Company requests that it be notified of such effectiveness by a telephone call to Judy Little of Allen Overy Shearman Sterling US LLP
at (713) 553-6022.

 Very
truly yours,

 NATIONAL
 ENERGY SERVICES REUNITED CORP.

 By:
 /s/
 Stefan Angeli

 Name:
 Stefan
 Angeli

 Title:
 Chief
 Financial Officer

 cc:
 Jennifer
 Howard, National Energy Services Reunited Corp.
 Judy
 Little, Allen Overy Shearman Sterling US LLP

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September
10, 2019

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Anuja A. Majmudar

    Re:

    National
    Energy Services Reunited Corp.

    Registration
    Statement on Form F-3

    Filed
    on August 23, 2019

    File
    No. 333-233422 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, National Energy Services Reunited Corp. (the “Registrant”)
hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 4:00
p.m., Washington D.C. time, on Friday, September 13, 2019, or as soon as possible thereafter.

Please
contact Manuel A. Orillac or William B. Nelson of Shearman & Sterling LLP, counsel to the Registrant, at 713-354-4886 or 713-354-4880,
respectively, with any questions you may have concerning this request.

[Signature
Page Follows]

    Very
    truly yours,

    NATIONAL
    ENERGY SERVICES REUNITED CORP.

    By:
    /s/
    Sherif Foda

    Sherif
    Foda

    Chief
    Executive Officer

    cc:
    Via
    Email

    Manuel
        A. Orillac

        William
        B. Nelson

    Shearman
    & Sterling LLP

August 28, 2019
Sherif Foda
Chief Executive Officer
National Energy Services Reunited Corp.
777 Post Oak Blvd., Suite 730
Houston, TX 77056
Re:National Energy Services Reunited Corp.
Registration Statement on Form F-3
Filed August 23, 2019
File No. 333-233422
Dear Mr. Foda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources
cc:       William B. Nelson

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February
27, 2019

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re: National
                                         Energy Services Reunited Corp.

Registration
Statement on Form F-3 filed on February 22, 2019

File
No. 333-229801 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Act”), National Energy Services Reunited Corp.
(the “Registrant”) hereby requests that the effective date for the Registration Statement be accelerated so
that it will become effective at 4:00 p.m., Washington D.C. time, on Monday, March 4, 2019, or as soon as possible thereafter.

Please
contact Eric Johnson of Locke Lord LLP at (713) 226-1249 with any questions you may have concerning this request.

[Signature
Page Follows]

    Very truly yours,

    NATIONAL ENERGY SERVICES REUNITED CORP.

    By:
    /s/
    Melissa Cougle

    Melissa
    Cougle

    Chief
    Financial Officer

    cc:
    Via Email

    Eric
Johnson

    Locke
Lord LLP

February 27, 2019
Sherif Foda
Chief Executive Officer and Chairman of the Board
National Energy Services Reunited Corp.
777 Post Oak Blvd., Suite 730
Houston, Texas 77056
Re:National Energy Services Reunited Corp.
Registration Statement on Form F-3
Filed February 22, 2019
File No. 333-229801
Dear Mr. Foda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

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August
20, 2018

Via
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    National
    Energy Services Reunited Corp.

    Registration
    Statement on Form F-3 filed on July 16, 2018

    File
    No. 333-226194 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Act”), National Energy Services Reunited Corp.
(the “Registrant”) hereby requests that the effective date for the Registration Statement be accelerated so
that it will become effective at 4:00 p.m., Washington D.C. time, on Wednesday, August 22, 2018, or as soon as possible thereafter.

Please
contact Eric Johnson of Locke Lord LLP at (713) 226-1249 with any questions you may have concerning this request.

[Signature
Page Follows]

    Very truly yours,

    NATIONAL ENERGY SERVICES REUNITED CORP.

    By:

    /s/
    Melissa Cougle

    Melissa
    Cougle

    Chief
    Financial Officer

    cc:
    Via
    Email

    J.
    Eric Johnson

    Locke
    Lord LLP

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        2800
        JPMorgan Chase Tower, 600 Travis

        Houston,
        Texas 77002-3095

        Telephone:
        713-226-1200

        Fax:
        713-223-3717

        www.lockelord.com

August
6, 2018

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    RE:
    National
    Energy Services Reunited Corp.

    Form
    F-3 filed on July 16, 2018; File no. 333-226194

Ladies
and Gentlemen:

We
represent National Energy Services Reunited Corp. (the “Company”) and, on the Company’s behalf, are responding
to a verbal comment of the staff with respect to the Company’s registration statement on Form F-3 filed on July 16, 2018
(the “Registration Statement”). The Registration Statement proposes to register, among other things:

(i)
the issuance by the Company of 11,460,850 of its ordinary shares (“Ordinary Shares”) upon the exercise of certain
warrants (the “Public Warrants”) originally sold in connection with the Company’s initial public offering (“IPO”),

(ii)
the resale by NESR Holdings of 12,618,680 warrants (the “Private Warrants” and, together with the Public Warrants,
the “Warrants”) issued in a private placement concurrent with the Company’s IPO, and

(iii)
with respect to the 6,309,340 Ordinary Shares underlying the Private Warrants, (a) the resale of such underlying Ordinary Shares
by NESR Holdings subsequent to exercising the Private Warrants for such underlying Ordinary Shares and/or (b) the issuance of
such underlying Ordinary Shares to purchasers, and their permitted transferees, that purchased the Private Warrants under the
Registration Statement, upon their exercise of the Private Warrants for such underlying Ordinary Shares.

As
noted in the Registration Statement, the Company consummated its IPO on May 17, 2017 and consummated its business combination
on June 6, 2018 (the “Business Combination”). Each Warrant is exercisable at any time commencing on the later of 12
months from the closing of the IPO or 30 days after the Business Combination (the “Exercisability Date”), provided,
in the case of the Public Warrants, as described in the prospectus that is part of the registration statement filed in connection
with the IPO (the “Prospectus”), that a registration statement covering the Ordinary Shares issuable upon exercise
of the Public Warrants is in effect. If such a registration statement is not in effect within 90 days after the Business Combination,
the Warrants may be exercised on a net exercise basis until such registration statement is in effect.

U.S.
Securities and Exchange Commission

August
6, 2018

Page
2

The
staff, referencing its position in Securities Act Compliance and Disclosure Interpretation (“C&DI”) 239.15, has
inquired about the timing of the filing of the Registration Statement in relation to the exercisability of the Warrants. We also
note the applicability of C&DI 139.01.

Public
Warrants

We
would note that the Public Warrants, regardless of the Exercisability Date and as disclosed in the Prospectus , are not intended
to be exercisable unless the Company has an effective and current registration statement covering the Ordinary Shares underlying
the Warrants.1 We also note that no Warrants have been exercised to date and except for a very brief period intraday
on July 31, 2018, the Warrants have been out-of-the-money. Therefore, we believe that the timing of the filing of Registration
Statement is consistent with the principles set forth in C&DIs 139.01 and 239.15. This conclusion is consistent with longstanding
positions of the staff regarding the application of Section 5 in these circumstances and reflects the common practice in SPAC
offerings for handling issuance of Warrants in compliance with the registration requirements. Not only is this conclusion consistent
with the legal interpretations of the SEC, but no public purpose would be served by preventing the registration of the Ordinary
Shares issuable upon exercise of the Warrants sold publicly in the Company’s IPO. Preventing registration would deny investors
who purchased in the IPO the ability to realize the benefit of their investment and would interfere with the Company’s ability
to comply with the registration requirements of Section 5.

1
                                         We note that the form of Warrant does not include this condition on exercisability
                                         expressly, although it does include the net exercise provision. However, the Prospectus
                                         makes clear that the exercisability of the Warrants is conditioned on a registration
                                         statement being in effect, and we believe this clearly expresses the intent of the parties
                                         with respect to exercisability of the Warrants, consistent with the backup provision
                                         permitting net exercises, which would be exempt from registration under Section 3(a)(9),
                                         and thus would be enforceable against a purchaser of the Warrants.

We
also note that the Registration Statement was filed on July 16, 2018, only a brief time after the Exercisability Date (even though
the Public Warrants were not then exercisable). In fact, the Company had originally prepared the Registration Statement on Form
S-3 and it was ready for filing in late June 2018, prior to the Exercisability Date. The Company then determined that it qualified
as a foreign private issuer and converted the Registration Statement to a Form F-3, which delayed the filing for a short period.

U.S.
                                         Securities and Exchange Commission

August
6, 2018

Page
3

Private
Warrants

With
respect to the Private Warrants, we would note, consistent with C&DIs 139.01 and 239.15, because the Company is registering
the Private Warrants for resale, the Company is able to register the Ordinary Shares underlying the Private Warrants for those
persons who purchase the registered Private Warrants under the Registration Statement. The Registration Statement also appropriately
covers the resale of the Ordinary Shares underlying the Private Warrants if the Private Warrants are exercised by NESR Holdings
pursuant to an exemption from registration, such as Section 3(a)(9) or 4(a)(2). This bifurcated approach to registering the Private
Warrants is consistent with longstanding positions of the staff and reflects the policies underlying C&DIs 139.01 and 239.15.
In furtherance of the policy to encourage registration, the Private Warrants are entitled to be registered for resale so long
as the underlying Ordinary Shares also being offered as part of the offering of the Warrants are registered for issuance upon
exercise of the Warrants purchased in the registered resale offering by those purchasers or their permitted transferees. This
excludes NESR Holdings, as the initial purchaser of the Private Warrants in an exempt private offering. In its case, Ordinary
Shares that it might acquire upon exercise of the Private Warrants are only being registered for resale. This too is consistent
with longstanding positions of the staff and the policies reflected in C&DIs 139.01 and 239.15.

We
trust that this is responsive to the staff’s verbal comment and explains why we believe that it is appropriate to register
the Warrants and underlying Shares as proposed to be registered in the Registration Statement. If you have any further questions
regarding these matters, please contact either Eric Johnson at 713-226-1249 or Stanley Keller at 617-239-0217.

Very
truly yours,

    /s/
    Locke Lord LLP

    Locke
    Lord LLP

Mail Stop 4628
May 9, 2018

Sherif Foda
Chief Executive  Officer
National Energy Services Reunited Corp.
777 Post Oak Blvd., Suite 730
Houston, Texas, 77056

Re:  National Energy Services Reunited Corp.
Preliminary Proxy Statement on Schedule 14A
Filed  February 14, 2018
 File No. 001 -38091

Dear Mr. Foda :

We have completed our review of your filing s.  We remind you that the company and
its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
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National
Energy Services Reunited Corp.

777
Post Oak Blvd., Suite 730

Houston,
Texas, 77056

    May
    7, 2018

VIA
EDGAR

U.S. Securities
and Exchange Commission

Office
of Natural Resources

100 F
Street, N.E.

Mail Stop
4628

Washington,
DC 20549

Attn:
John Reynolds, Assistant Director

    Re:
    National
    Energy Services Reunited Corp.

    Amendment
    No. 2 to Preliminary Proxy Statement on Schedule 14A

    Filed
    April 23, 2018

    File
    No. 001-38091

Dear
Mr. Reynolds:

National
Energy Services Reunited Corp. (“NESR”, “we”, “us” or “our”)
hereby transmits its response to an oral comment received by us from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) on May 3, 2018, regarding our Amendment No. 2 to Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”).

For
the convenience of the Staff, we have reproduced your oral comment below in bold and our response immediately follows the comment.

    1.
    We
    note your response to comment 8 from our letter to you dated April 17, 2018. You continue to omit significant portions of
    the detailed 5-year revenue projections, valuated on both a segment and geographic basis, as well as certain growth assumptions.
    In your next revised proxy statement, provide enhanced disclosure which includes that information, or provide further support
    (other than BVI law) for any material items you continue to omit.

Response:
In response to the Staff’s comment, we hereby attach, as Exhibit A hereto, proposed changes to the Proxy Statement (beginning
on page 120) to provide additional disclosure relating to the projections prepared by NESR’s management in connection
with the initial business combination. For your convenience, a redline showing changes from our April 23, 2018 filing has
been attached as Exhibit B hereto.

In
particular, we have tried to provide helpful information on the projections. The proposed additional disclosure has now
been expanded to include five-year projections (in addition to 2017) as well as analysis to arrive at projected Unlevered
cash flow projections, the summary of which has been provided in Exhibit A attached hereto. In response to the Staff’s
comment, although NESR’s board of directors did not consider segment or geographical information in evaluating
the initial business combination, we have expanded our disclosures to include revenue growth projections by segment on a
combined basis, which are in line with the reporting segments of major international oilfield service
providers.

We
thank the Staff for its review of the foregoing. If you have any questions relating to the foregoing or further comments, please
contact our counsel, Benjamin Reichel, at breichel@egsllp.com or by telephone at (212) 370-1300.

    Very
    truly yours,

    /s/
    Sherif Foda

    Sherif
    Foda, Chief Executive Officer

cc: Ellenoff
Grossman & Schole LLP

Exhibit
A

Proposed
Changes (Clean)

Certain
Unaudited Internal Financial Projections

Management
of NESR prepared prospective financial information to assist NESR’s Board of Directors in evaluating the NPS and GES operations
and prospects and the potential acquisitions and to J.P. Morgan to be used for purposes of its financial analyses in connection
with its written opinion. The accompanying summary unaudited internal financial projections of NPS and GES were not prepared with
a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified
Public Accountants with respect to prospective financial information. In the view of the management of NESR, NPS and GES, the
financial projections were prepared on a reasonable basis, reflected the best currently available estimates and judgments of NPS
and GES, as applicable, and presented, to the best of their knowledge and belief, the expected course of action and the expected
future financial performance of NPS and GES, respectively. However, the financial projections are not fact. Additionally, not
all of the prospective financial information prepared by NESR’s management and included below were used by NESR’s
Board of Directors in evaluating the Target Companies. Further, none of the unaudited internal financial projections reflect any
impact of the proposed transaction and have not been updated since the date of preparation.

None
of NESR’s, NPS’s or GES’s independent auditors, nor any other independent auditors, nor any of their financial
advisors, have compiled, examined or performed any procedures with respect to the unaudited internal financial projections contained
herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume
no responsibility for the financial projections. The reports of the independent registered public accounting firms included in
this proxy statement or incorporated by reference relate to the historical financial information of NESR, NPS and GES, respectively.
Such reports do not extend to the unaudited financial projections and should not be read to do so.

The
unaudited financial projections set forth below were prepared by NESR’s management based on information available to them,
in particular with respect to each of the Target Companies. The unaudited financial projections were prepared based on reviews
of financial information about GES and NPS provided to NESR during due diligence and negotiations. These documents included market
analysis, projections for the various regions and product lines, growth plans and market share estimates for large service companies
and smaller service providers and all were prepared by GES, NPS and NESR. These included extensive discussions between NESR’s
management with each of GES’s management and stockholders and NPS’s management and stockholders, and NESR’s
management’s knowledge of the industries in which the companies operate. In connection with the negotiation of the definitive
agreements providing for the transaction and prior to the preparation of the unaudited financial projections, NESR negotiated
with the NPS Selling Stockholders certain EBITDA-based earnouts, which were based in part on preliminary projections for the performance
of NPS.

In
developing the unaudited financial projections set forth below, NESR, NPS and GES assumed crude oil and natural gas prices remained
consistent with current levels and that activity levels in operating areas for NPS and GES would continue to grow even in a cyclic
crude oil price environment. The projections included growth in the overall market for similar services provided by NPS and GES
of 4%, market share and pricing for 2017 – 2019 were projected to remain constant and synergies were projected to be achieved
as discussed in Projected Synergies. Overall cumulatively for the combined companies for the period of 2017 to 2022, revenue Compound
Annual Growth Rate (“CAGR”) for Production Services segment was projected to be 13.8% and for Drilling & Evaluation
Services was projected to be 15% for a total CAGR of 14.2%.

    Year
    Ending December 31,

    Revenue
    by Segment for NPS and GES combined
    2017E
    2018E
    2019E
    2020E
    2021E
    2022E

    ($
    in millions)

    Drilling
    & Evaluation Services
    $ 152
    $ 203
    $ 228
    $ 257
    $ 279
    $ 306

    Production
    Services
    $ 289
    $ 309
    $ 393
    $ 452
    $ 504
    $ 551

    Total
      441
      512
      621
      709
      783
      857

The
unaudited internal financial projections were prepared solely for internal use to assist in the evaluation of the business combination.
Such projections are inherently subjective in nature, though considered reasonable by the management of NESR, NPS and GES, as
of the date such projections were prepared, and are susceptible to interpretation and, accordingly, contemplated results may not
be achieved. While presented with numerical specificity, the unaudited internal financial projections reflect numerous estimates
and assumptions with respect to future industry performance under various industry scenarios as well as assumptions for competition,
general business, economic, market and financial conditions and matters specific to the businesses of NESR, NPS and GES, all of
which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things,
the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk
Factors.” Accordingly, there can be no assurance that the assumptions made in preparing any particular projection will prove
accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that
these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased
due to the length of time over which these assumptions apply. While the NESR Board of Directors used the following projections
as a tool in evaluating the Business Combination, they did so with a thorough understanding of the foregoing limitations. In light
of the foregoing factors and the uncertainties inherent in the unaudited internal financial projections, the NESR shareholders
are cautioned not to place undue reliance on the unaudited internal financial projections and the inclusion of the unaudited internal
financial projections in this proxy statement should not be regarded as a representation by any person that the results contained
therein will be achieved.

The
unaudited internal financial projections are not included in this proxy statement in order to induce any NESR shareholders to
vote in favor of any of the proposals at the NESR special meeting in lieu of an annual meeting.

Certain
of the measures included in the unaudited internal financial projections are non-GAAP financial measures, as noted below. Non-GAAP
financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance
with GAAP, and non-GAAP financial measures as used by NESR, NPS and GES are not reported by all of their competitors and may not
be comparable to similarly titled amounts used by other companies. We encourage you to review the financial statements of NPS
and GES included in this proxy statement, as well as the financial information in the sections entitled “Selected Historical
Financial Information of NPS,” “Selected Historical Financial Information of GES” and “Unaudited Pro Forma
Condensed Consolidated Combined Financial Information” in this proxy statement and to not rely on any single financial measure.

Except
as required by federal securities laws, NPS and GES do not intend to update or otherwise revise the unaudited internal financial
projections to reflect circumstances existing after the date they were made or to reflect the occurrence of future events, even
in the event that any or all of the assumptions underlying such unaudited financial projections are no longer appropriate.

NPS
Projections

    Year
    Ending December 31,

    2017E
     2018E
    2019E
     2020E
    2021E
     2022E

    ($
    in millions)

    Revenue
    $ 246
    $ 290
    $ 340
    $ 391
    $ 424
    $ 448

    EBITDA(1)
    $ 84
    $ 100
    $ 119
    $ 137
    $ 147
    $ 153

    Capital
    Expenditures
    $ 39
    $ 33
    $ 35
    $ 35
    $ 35
    $ 35

    Unlevered
    Free Cash Flow (2)
    $ 16
    $ 34
    $ 50
    $ 73
    $ 86
    $ 105

    (1)
    NPS
    defines EBITDA as net income (loss) before interest expense, income taxes and depreciation and amortization. See “Selected
    Historical Financial Information of NPS” and “Non-GAAP Financial Measures”

    (2)
    Unlevered
    Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income
    as a measure of operating performance or cash flows or as a measure of liquidity. Unlevered free cash flow, as defined above,
    is defined as EBITDA (as defined above) less income tax, less (increase) decrease in net working capital and less capital
    expenditure.

    Reconciliation
    of Unleavered Free Cash Flow
      2017E
      2018E
      2019E
      2020E
      2021E
      2022E

      ($
                                         in millions)

    EBITDA
    $ 84
    $ 100
    $ 119
    $ 137
    $ 147
    $ 153

    Taxes
    $ (6 )
    $ (8 )
    $ (11 )
    $ (13 )
    $ (15 )
    $ (16 )

    Capex
    $ (39 )
    $ (33 )
    $ (35 )
    $ (35 )
    $ (35 )
    $ (35 )

    Change
    in Working Capital
    $ (23 )
    $ (25 )
    $ (23 )
    $ (16 )
    $ (11 )
    $ 3

    Unlevered
    Free Cash Flow
    $ 16
    $ 34
    $ 50
    $ 73
    $ 86
    $ 105

GES
Projections

    Year
    Ending December 31,

    2017E
    2018E
    2019E
    2020E
    2021E
    2022E

    ($
    in millions)

    Revenue
    $ 195
    $ 222
    $ 281
    $ 318
    $ 359
    $ 409

    EBITDA(1)
    $ 71
    $ 74
    $ 95
    $ 108
    $ 122
    $ 138

    Capital
    Expenditures
    $ 13
    $ 40
    $ 25
    $ 25
    $ 25
    $ 25

    Unlevered
    Free Cash Flow (2)
    $ 69
    $ 18
    $ 40
    $ 60
    $ 72
    $ 82

    (1)
    GES
    defines EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization. See “Selected
    Historical Financial Information of GES” and “Non-GAAP Financial Measures”

    (2)

    Unlevered
    Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to operating income or net income
    as a measure of operating performance or cash flows or as a measure of liquidity. Unlevered free cash flow, as defined above,
    is defined as EBITDA (as defined above) less income tax, less (increase) decrease in net working capital and less capital
    expenditure.

    Reconciliation
    of Unleavered Free Cash Flow
      2017E
      2018E
      2019E
      2020E
      2021E
      2022E

      ($
                                         in millions)

    EBITDA
    $ 71
    $ 74
    $ 95
    $ 108
    $ 122
    $ 138

    Taxes
    $ (6 )
    $ (6 )
    $ (9 )
    $ (10 )
    $ (11 )
    $ (13 )

    Capex
    $ (13 )
    $ (40 )
    $ (25 )
    $ (25 )
    $ (25 )
    $ (25 )

    Change
    in Working Capital
    $ 17
    $ (10 )
    $ (21 )
    $ (13 )
    $ (14 )
    $ (18 )

    Unlevered
    Free Cash Flow
    $ 69
    $ 18
    $ 40
    $ 60
    $ 72
      82

Projected
Synergies

The
expected cost savings and synergies include NESR’s estimates of spare equipment available for deployment and incremental
activity that NESR believes they can bring to the Target Companies by utilizing existing equipment as well as additional investments
in new technology and tools to generate incremental revenue, EBITDA and net income. The expected synergies also include the cross-utilization
of services and equipment from one Target Company to the other Target Company rather than utilizing services of a third party.
The cost savings also include savings from integrating the two organizations under one company resulting from efficiencies in
information systems, support functions, supply chain and other infrastructure restructuring. These synergies and cost savings
were net of additional costs incurred by NESR to meet its more complex reporting and internal control requirements as a public
company. For the period 2018-2022, EBITDA synergies are estimated to be $25 million, $33 million, $53 million. $79 million,
$95 million and $97 million for each consecutive twelve (12) month period after Business Combination. These EBITDA synergies
are not reflected in the projections provided above.

CORRESP
1
filename1.htm

National
Energy Services Reunited Corp.

777
Post Oak Blvd., Suite 730

Houston,
Texas, 77056

April
23, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Natural Resources

100
F Street, N.E.

Mail
Stop 4628

Washington,
DC 20549

Attn:
John Reynolds, Assistant Director

    Re:
    National
    Energy Services Reunited Corp.

    Amendment
    No. 1 to Preliminary Proxy Statement on Schedule 14A

    Filed
    April 2, 2018

    File
    No. 001-38091

Dear
Mr. Reynolds:

National
Energy Services Reunited Corp. (“NESR”, “we”, “us” or “our”)
hereby transmits its response to the comment letter received by us from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated April 17, 2018, regarding our Amendment No. 1 to Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”) previously filed on April 2, 2018. NESR has filed today
Amendment No. 2 to the Proxy Statement (“Amendment No. 2”).

Our
responses below correspond to the captions and numbers of the Staff’s comments. For the convenience of the Staff, we have
reproduced those comments below in bold and our response to each comment immediately follows the applicable comment.

General

    1.
    We
    have considered your responses to comments 2 and 4. Please further revise your disclosure to identify the principal parties
    participating in the backstop arrangement. Similarly, please identify those individuals exercising dispositive power over
    shares to be acquired by any entity. If you do not intend to file the finalized agreement prior to distribution of the definitive
    proxy, please explain to us the reasons for that approach.

Response:
 In response to Staff’s comment, the counter party to the Forward Purchase Agreement (“FPA”) is MEA
Energy Investment Company 2 Ltd. (“MEA Energy Co”) which is an indirect wholly owned subsidiary of Waha
Capital PJSC (“Waha”). MEA Energy Advisory UK LLP (“MEA Energy LLP”) arranged the Backstop
Commitment and has recently become affiliate of Waha due to a recent change in management of Waha. MEA Energy
Co has been advised NESR that the individual investors in the NESR shares to be issued and sold pursuant
to the FPA will invest through NESR SPV Limited, a wholly owned subsidiary of MEA Energy Co, And are not related
to Castle SPC Limited or Waha and will not have voting or dispositive power over the shares sold to MEA Energy Co.

MEA
Energy Co will continue to have direct, and Waha will have ultimate, voting and dispositive power over the NESR shares to be issued
and sold pursuant to the FPA.

The
Company will file the finalized FPA prior to distribution of the definitive proxy.

The
Company has revised page 29 of Amendment No. 2 with an updated chart of the expected ownership following
the consummation of the transaction:

    (1)
    Castle SPC Limited.
    is wholly owned by Waha Capital PJSC; Backstop Investor MEA Energy Investment Company 2 Ltd is wholly owned by Waha Capital
    PJSC and has sole dispositive power over shares sold to MEA Energy Investment Company 2 Ltd.

    (2)
    Competrol Establishment,
    which participated in the IPO, is a subsidiary of The Olayan Group and will own 3.12% of NESR post Business Combination (page
    250) assuming no redemptions. Hana Investments Co WLL is also a subsidiary of The Olayan Group and the total holdings
    controlled by The Olayan Group post Business Combination will be 17.41% assuming no redemptions. Hana Investments Co WLL bought
    an interest in NPS pursuant to the NPS Stock Purchase Agreement.

    (3)
    GES Selling Shareholders
    include Mubadarah Investments, LLC, Yasser Said Al Barami and Hilal Al Busaidy who are selling 61% of the outstanding shares
    of GES and will hold 19.2% of NESR post Business Combination assuming no redemptions.

    (4)
    SV3 Holdings Pte
    Ltd is owned by two private equity funds: SCF-VIII, L.P., and Viburnum Funds Pty Ltd.

    (5)
    NESR Holdings Ltd,
    the sponsor of NESR, acquired 11.7% of the outstanding shares of GES with funding from 11 investors (GES Investors). NESR
    Holdings Ltd has agreed to a Shares Exchange Agreement by which it will assign all of its GES shares to NESR, upon
    the closing of the business combination.

    (6)
    Hussain Al Nowais
    has a 7.56% ownership interest in Waha Capital and is the Chairman of Al-Nowais Investments LLC.

John
Reynolds, Assistant Director

U.S.
Securities and Exchange Commission

April
23, 2018

Page
2 of 7

    2.
    In
    your response to prior comment 3, you state in part: “Since most of the regional oilfield services companies in the
    MENA region are privately held companies and hence public information is not available for them, we based our assertions on
    NPS management’s knowledge of the size of each competitor’s operations and information procured by a third-party
    evaluation firm.” Absent additional explanation and context, the reader is unaware of the basis for these assertions.
    If you continue to make references to “key metrics” and the purported outperformance by the Target Companies of
    its peers, revise to identify those metrics and provide additional contextual explanations for your related assertions.

Response:
In response to Staff’s comment, the Company has revised pages 27 and 172 of Amendment No. 2 to remove the
statements that “NPS is one of the largest regionally-owned oil, gas and petrochemical services providers of the businesses
in which it operates in the Middle East” and that the Target Companies “have outperformed their peers in key financial
metrics.” The Company believes these statements to be true and supported by the information previously provided to Staff
supplementally on a confidential basis pursuant to Rule 12b-4 of the Exchange Act. However, the Company believes that such information
is of a proprietary and sensitive nature and therefore has elected not to include such statements in the proxy statement.

Reasons
for the Business Combination, page 31

    3.
    We
    have considered your revisions in response to comment 6 and your reference to a period ending in December 2017. Please balance
    your updated disclosure in this section by including a discussion regarding current U.S. macro trends, such as increasing
    production from U.S. shale exporters and the resultant impact on anticipated global oversupply.

    Response:
    In response to the Staff’s comment, NESR has revised page 31 of Amendment No. 2 to add the following additional
    discussion of macro trends impacting U.S. and global energy markets:

  “From a macro market perspective, over the short term, the United States Energy Information Administration (“EIA”)
in its Short Term Energy Outlook (“STEO”) report published in April 2018 (https://www.eia.gov/outlooks/steo/archives/apr18.pdf)
estimates that U.S. crude oil production averaged 10.4 million barrels per day (“b/d”) in March 2018, up 260,000 b/d
from the February 2018 level. Total U.S. crude oil production averaged 9.3 million b/d in 2017. EIA projects that U.S. crude oil
production will average 10.7 million b/d in 2018, which would mark the highest annual average U.S. crude oil production level,
surpassing the previous record of 9.6 million b/d set in 1970. EIA forecasts that 2019 crude oil production will again increase,
averaging 11.4 million b/d. EIA also states that commercial crude oil inventories in the United States fell lower than the previous
five-year average for the week ending March 16, 2018, the first time inventories were lower than the five year average since 2014.
Large inventory declines in the United States during the past year contributed to the 267 million barrel decline in total petroleum
inventories since January 2017 in countries in the Organization for Economic Cooperation and Development (“OECD”),
which are estimated to be 2.8 billion barrels as of the end of March 2018. In the March STEO, EIA estimated that inventories
of global petroleum and other liquid fuels declined by 0.6 million b/d in 2017. Despite these supply developments, EIA estimates
that demand-side factors could have tempered some of the upward oil price pressures in recent weeks. Both the United States and
China announced potential tariffs on several billion dollars’ worth of each other’s goods in March 2018. A
slowdown in global trade could affect oil demand and presents downside risks to the global oil consumption forecast, although
the forecast was revised higher from EIA’s previous STEO. EIA forecasts that global oil consumption will grow by 1.8 million
b/d in both 2018 and 2019. EIA forecasts Brent spot prices will average about $63/b in both 2018 and 2019 and estimated in its
March STEO that global inventories will grow by about 0.4 million b/d in 2018 and by another 0.3 million b/d in 2019.

John
Reynolds, Assistant Director

U.S.
Securities and Exchange Commission

April
23, 2018

Page
3 of 7

Over
the long term, in the EIA annual report on International Energy Outlook for 2017 (“IEO2017”), in the reference case
used for projections in IEO2017 total world energy consumption rises by 28%. It further projects that in the reference case most
of the world’s energy growth will occur in countries outside of the OECD, where strong, long-term economic growth drives
increasing demand for energy. In the long term, the IEO2017 projects increased world consumption of marketed energy from all fuel
sources—except coal, where demand is essentially flat—through 2040. Global natural gas consumption increases by 1.4%/year.
Abundant natural gas resources and rising production—including supplies of tight gas, shale gas, and coalbed methane—contribute
to the strong competitive position of natural gas. Liquid fuels—mostly petroleum-based—remain the largest source of
world energy consumption. However, the liquids share of world marketed energy consumption falls from 33% in 2015 to 31% in 2040,
as oil prices rise steadily, leading many energy users to adopt more energy-efficient technologies and to switch away from liquid
fuels when feasible.

IEO2017
projects world use of petroleum and other liquid fuels grows from 95 million b/d in 2015 to 104 million b/d in 2030 and to 113
million b/d in 2040. To satisfy the increase in world liquids demand in the IEO2017, petroleum and other liquid fuels production
increases by 16.1 million b/d from 2015 to 2040. The IEO2017 assumes that countries in the Organization of Petroleum Exporting
Countries (“OPEC”) will invest in incremental production capacity to maintain a 39%–44% share of total world
liquids production through 2040, consistent with their share over the past 15 years with most of the increase coming from the
Middle East. To meet the growth in natural gas demand projected in the IEO2017, the world’s natural gas producers increase
supplies by 42% from 2015 to 2040. The largest increases in natural gas production from 2015 to 2040 occur in the Middle East,
China, the United States and Russia. In Russia, production growth is supported primarily by increasing development of resources
in the country’s Arctic and eastern regions. U.S. production growth comes mainly from shale resources. In China, most growth
in the long-term comes from the country’s development of its shale resources, which are projected to account for more than
half of its total natural gas production in 2040.”

Unaudited
Pro Forma Condensed Combined Financial Information, page 67

    4.
    We
    have reviewed your response to prior comment 8 and your analysis of the factors pursuant to ASC 805-10-55-11 and ASC 805-10-55-12
    to support your conclusion that NESR is the accounting acquirer. You state “the outside investors are not affiliated
    with Targets.” However, it is unclear whether this statement applies to the Backstop Investor. Please tell us whether
    the Backstop Investor is related to NESR, NPS or GES. If the Backstop Investor is affiliated with or otherwise related to
    one of these entities, provide us with an updated analysis as to how this relationship impacts your conclusion that NESR is
    the accounting acquirer under the minimum and maximum redemption scenarios.

Response:
In response to the Staff’s comment, we have been recently advised that the dispositive powers on the NESR shares
issued to the entity that will execute the Forward Purchase Agreement, MEA Investment Company 2 Ltd., will reside with Waha
Capital PJSC (“Waha”) as employees of Waha hold all Board of Director positions at MEA Energy Investment Company 2
Ltd. MEA Energy Investment Company 2 Ltd will own 100% of the voting rights of NESR SPV Limited, who will acquire the NESR shares
and individual investors funding the backstop will hold non-voting shares in NESR SPV Limited. Waha has a 21% ownership stake
in NPS. Though the underlying investors in NESR SPV Limited are not affiliated with NPS, GES or NESR, because of the dispositive
power held by Waha we have adjusted our analysis to allocate the Backstop Investors to NPS. We have revised our disclosure in
Amendment No. 2 to indicate that the backstop facility is affiliated with NPS. However, for the purposes of the accounting
acquirer determination, we do not believe this changes the conclusion of NESR as the accounting acquirer. When considering the
composition of voting interests it should be noted that while Hana Investments Co. WLL (“Hana”) has acquired an interest
in NPS, its voting interest has been attributed to NESR. This is because of the affiliation to NESR of Hana via The Olayan Group’s
(“Olayan”) 100% ownership in Hana and sole dispositive power over NESR shares issued to Hana.

Hana
invested $150 million in NPS on January 14, 2018 pursuant to the NPS Stock Purchase Agreement which stipulated that Hana
would invest in NPS and Hana agreed to exchange its shares in NPS for NESR shares at an agreed exchange rate at closing of the
Business Combination. Olayan also has sole dispositive power over NESR shares owned by Competrol Establishment, an investor
in NESR at the initial public offering and currently holds a 10.47% interest in NESR. The investment of Hana in NPS would not
have happened if NESR had not put this transaction together as it is only because of NESR and its management team’s
expertise and know how that Hana agreed to make such an investment.

The
voting interest across the parties, after the allocation of the Backstop Investors to NPS, would be as follows:

    Minimum
    Redemption
    Maximum
    Redemption

    NESR
      44 %
      39 %

    NPS
      27 %
      29 %

    GES
      29 %
      32 %

With
majority voting required for significant shareholder actions no one entity has control based solely on voting
interest in either scenario. Therefore, we continue to believe that the factors described previously demonstrate that NESR is
the accounting acquirer in both minimum and maximum redemptions scenarios shown.

John
Reynolds, Assistant Director

U.S.
Securities and Exchange Commission

April
23, 2018

Page
4 of 7

Notes
to Unaudited Pro Forma Condensed Combined Financial Information, page 72

Note
3. GES Historical Financial Statements, page 76

Adjustments
to Unaudited Pro Forma Condensed Combined Balance Sheet, page 78

    5.
    We
    note that pro forma adjustment (a) includes two adjustments, one for the difference in the basis of presentation between IFRS
    and US GAAP and the other for the impairment of goodwill in fiscal 2017. Additionally, we note that pro forma adjustment (aa)
    reflects the full impairment in fiscal 2017 of goodwill. However, Note 5 per page F-66 shows that GES fully impaired its goodwill
    balance in fiscal 2016. Please clarify for us why these adjustments are described as impacting fiscal 2017.

Response:
In response to the Staff’s comment, we have revised the disclosure on pages 72-83 of Amendment No. 2 to exclude
the impairment charge from 2017 as it would hav

Mail Stop 4628
April 17, 2018

Sherif Foda
Chief Executive Officer
National Energy Services Reunited Corp.
777 Post Oak Blvd., Suite 730
Houston, Texas 77056

Re:  National Energy Services Reunited Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed April 2, 2018
 File No. 001 -38091

Dear Mr. Foda:

We have reviewed your amended filing 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 these comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our letter to you dated March 14, 2018 .

General

 We have considered your responses to comments 2 and 4.  Please further  revise your 1.
disclosure  to identify the principal parties  participating  in the backstop arrangement .
Similarly, please identify those individual s exercising dispositive power over shares
to be acquired by any entity.   If you do not intend to file the finalized agreement prior
to distribution of the definitive proxy , please explain to us the reasons for that
approach .

 In your response to prior comment 3, you state in part: “ Since most of the regional 2.
oilfield services companies in the MENA region are privately held companies and
hence public information is not available for them, we based our assertions on NPS
management’s knowledge of the size of each competitor’s operations and information
procured by a third -party evaluation firm. ”  Absent additional explanation and
context, the reader is unaware of the basis for these assertions.  If you continue to

Sherif Foda
National Energy Services Reunited Corp.
April 17, 2018
Page 2

 make references to “key metrics” and the pu rported outperformance by the Target
Companies of its peers, revise to identify those metrics and provide additional
contextual explanations for your related assertions.

Reasons for the Business Combination, page 31

 We have considered your revisions in response to comment 6 and your reference to a 3.
period ending in December 2017.  Please balance your updated disclosure in this
section by including a discussion regarding current U.S. macro trends, such as
increasing pro duction from U.S. shale exporters and the resultant impact on
anticipated global oversupply.

Unaudited Pro Forma Condensed Combined Financial Information, page 67

 We have reviewed your response to prior comment 8 and your analysis of the factors 4.
pursua nt to ASC 805 -10-55-11 and ASC 805 -10-55-12 to support your conclusion
that NESR is the accounting acquirer.  You state “the outside investors are not
affiliated with Targets.”  However, it is unclear whether this statement applies to the
Backstop Investor .  Please tell us whether the Backstop Investor is related to NESR,
NPS or GES.  If the Backstop Investor is affiliated with or otherwise related to one of
these entities, provide us with an updated analysis as to how this relationship impacts
your conclus ion that NESR is the accounting acquirer under the minimum and
maximum redemption scenarios.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 72

Note 3. GES Historical Financial Statements, page 76

Adjustments to Unaudited Pro  Forma Condensed Combined Balance Sheet, page 78

 We note that pro forma adjustment (a) includes two adjustments, one for the 5.
difference in the basis of presentation between IFRS and US GAAP and the other for
the impairment of goodwill in fiscal 2017. Addi tionally, we note that pro forma
adjustment (aa) reflects the full impairment in fiscal 2017 of goodwill.  However,
Note 5 per page F -66 shows that GES fully impaired its goodwill balance in fiscal
2016.  Please clarify for us why these adjustments are des cribed as impacting fiscal
2017.

Voting Rights, page 96

 Please revise in this section to discuss the material terms of the voting agreement and 6.
describe the restrictions on the shares and expiration date, as applicable.

Backstop and Forward Purchase Agreement , page 99

 We note your response to comment 20.  Please expand your disclosure in this section 7.
to explain briefly the background of the initial interaction with MEA Energy

Sherif Foda
National Energy Services Reunited Corp.
April 17, 2018
Page 3

 Advisory UK, LLP regarding the backstop arrangement  and the reasons that th is form
of financing is being implemented in these circumstances .

Projected Synergies, page 120

 You have not disclosed  all the various detailed projections which appear to have been 8.
provided in connection with the negotiations and in preparation of the fairness
opinion.  Please include enhanced disclosure which includes all the material forecasts,
“growth assumptions,” and si milar information that was exchanged among the parties
in connection with negotiating the terms of the transactions.   To the extent that you
withhold disclosure of certain such items in your next amended proxy statement,
explain to us why you have omitted  that information.

GES Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 224

Results of Operations, page 225

Depreciation and Amortization Cost, page 232

 You state the reason for the decrease in depreciation an d amortization costs between 9.
fiscal years 2017 and 2016 is due to “a reduction in professional and legal expenses.”
Please revise your discussion as this statement does not appear to apply to
depreciation and amortization costs.

NESR Financial Statements

Note 7. Commitments and Contingencies, page F -14

Contingent Transaction Fee Arrangements, page F -14

 We note you entered into a fee arrangement with a service provider to assist in the 10.
identification of a business combination and to the extent  one is consummated, you
anticipate “incurring a significant amount of additional costs” under this arrangement.
Please expand this disclosure to provide the key terms of this arrangement.

Closing Comments

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

You may contact Jennifer O’Brien, Staff Accountant, at (202) 551 -3721 or Shannon
Buskirk, Staff Accou ntant, at (202) 551 -3717 if you have questions regarding comments on
the financial statements and related matters.  Please contact Jerard Gibson, Staff Attorney, at

Sherif Foda
National Energy Services Reunited Corp.
April 17, 2018
Page 4

 (202) 551 -3473 or, in his absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -
3707  with any other questions.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

National
Energy Services Reunited Corp.

777
Post Oak Blvd., Suite 730

Houston,
Texas, 77056

April
2, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Office
of Natural Resources

100
F Street, N.E.

Mail
Stop 4628

Washington,
DC 20549

Attn:
H. Roger Schwall, Assistant Director

    Re:
    National
    Energy Services Reunited Corp.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    February 14, 2018

    File
    No. 001-38091

Dear
Mr. Schwall:

National
Energy Services Reunited Corp. (“NESR”, “we”, “us” or “our”)
hereby transmits its response to the comment letter received by us from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated March 14, 2018, regarding our Preliminary Proxy Statement
on Schedule 14A (the “Proxy Statement”) previously filed on February 14, 2018. NESR has filed today Amendment
No. 1 to the Proxy Statement (“Amendment No. 1”).

Our
responses below correspond to the captions and numbers of the Staff’s comments. For the convenience of the Staff, we have
reproduced those comments below in bold and our response to each comment immediately follows the applicable comment. Capitalized
terms used in this letter but not otherwise defined have the meanings assigned to them in Amendment No. 1.

In
addition to submitting this letter by EDGAR, we will also deliver to the Staff a copy of this letter together with Amendment No.
1 marked to show revisions we have made to the Proxy Statement, including revisions made in response to the Staff’s comments.

General

    1.
    With
    your revised proxy statement, provide updated disclosures regarding significant developments. For example, please disclose
    the status of the exemption application to which you refer at page 46. Similarly, your answer at page 21 under “What
    happens if I vote against...?” emphasizes that you would need to dissolve and liquidate, but this appears to discount
    the possibility that the company would be able to actively solicit and pursue other possible transactions prior to the May
    2019 deadline.

Response:
In response to the Staff’s comment, NESR has updated all disclosures in Amendment No. 1 where there have been significant
developments since the filing of the Proxy Statement on February 14, 2018, including but not limited to the status of the exemption
application referenced on page 46 (which status has been updated on page 26).

H.
Roger Schwall, Assistant Director

U.S.
Securities and Exchange Commission

April
2, 2018

Page 2 of 19

In
addition, in response to the Staff’s comment, NESR has revised the disclosure to the answer on page 21 under “What
happens if I vote against...?” to include the following language in Amendment No. 1:

“If
the Business Combination Proposal is not approved, we may proceed to identify another transaction which may be submitted for shareholder
approval. If we are ultimately unable to consummate a Business Combination and close such transaction by May 17, 2019, then we
will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public
shareholders.”

Questions
and Answers about the Proposals for Shareholders

Q:
What equity stake will (i) current NESR shareholders . . . page 18

    2.
    Please
    revise to include a separate question and answer in which you identify the Backstop Investor and address its maximum potential
    holdings upon consummation of the transaction.

Response:
In response to the Staff’s comment, NESR has included the following question and answer in Amendment No. 1 on page 18:

“Q:
Who is the Backstop Investor and what will be their minimum and maximum potential holdings upon the consummation of the transaction?

A:
The Backstop Investor is party(ies) arranged by MEA Energy Advisory UK, LLP or its affiliates who are providing the Backstop
Commitment.

Assuming
no redemptions occur and NESR does not exercise its option to draw an additional $80 million under the Backstop Commitment, the
Backstop Investor, following completion of the Business Combination, will own a minimum of 7,000,000 ordinary shares at $10.00
per share, which will represent an ownership interest of 7.9% in NESR, and NESR’s public shareholders will retain an ownership
interest of 25.7% in NESR.

In
the event NESR exercises its option to draw the full additional amount under the Backstop Commitment of $80 million in exchange
for 7,114,906 ordinary shares at $11.244 per share and assuming no redemptions occur, then following completion of the Business
Combination the Backstop Investor will have an ownership interest of 14.7% in NESR, and NESR’s public shareholders will
retain an ownership interest of 23.8% in NESR.”

H.
Roger Schwall, Assistant Director

U.S.
Securities and Exchange Commission

April
2, 2018

Page
3 of 19

Summary
of the Proxy Statement, page 26

General

    3.
    We
    note your reference in this section to NPS Holdings Limited as the “largest regionally-owned oil, gas and petrochemical
    services provider in the Middle East.” At page 31, you assert that the Target Companies “have ... outperformed
    their peers in key financial metrics.” Please identify the “key metrics” to which you refer, and supplementally
    provide us with highlighted copies of the materials, both publically available and customer-prepared, that served as the basis
    for these assertions.

Response:
In response to the Staff’s comment, NESR has revised the disclosures on pages 27 and 171 of Amendment No. 1 from “the
largest regionally-owned oil, gas and petrochemical services provider in the Middle East” to “one of the largest regionally-owned
oilfield services providers of the businesses in which it operates in the Middle East”. Since most of the regional oilfield
services companies in the MENA region are privately held companies and hence public information is not available for them, we
based our assertions on NPS management’s knowledge of the size of each competitor’s operations and information procured
by a third-party evaluation firm.

In
response to the Staff’s request, NESR has provided to the Staff, under separate cover (all information included in that
submission, the “Supplemental Information”) on a confidential and supplemental basis pursuant to Rule 12b-4
of the Exchange Act (“Rule 12b-4”), hard copies of extracts of information procured by a third-party evaluation
firm. In accordance with such rule, the Supplemental Information was provided together with a request that such information either
be returned or shredded (and provide us with acknowledgement of same) promptly following completion of the Staff’s review
thereof. Such materials are not, and will not be, filed with or deemed to be part of the Proxy Statement or any amendments thereto.
A request for confidential treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 has also been made
under separate cover.

With
respect to the language on page 31 referenced in the Staff’s comment, NESR has also provided to the Staff in the Supplemental
Information hard copies of the “Key Metrics” referred to on page 31 and referenced in the Staff’s comment. In
accordance with Rule 12b-4, the Supplemental Information was provided on a confidential and supplemental basis together with a
request that such information either be returned or shredded (and provide us with acknowledgement of same) promptly following
completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the
Proxy Statement or any amendments thereto. A request for confidential treatment of such materials pursuant to the provisions of
17 C.F.R. § 200.83 has also been made under separate cover.

Organizational
Structure, page 28

    4.
    Please
    expand the diagram or provide an additional chart to illustrate the anticipated holdings of the Backstop Investor, GES Selling
    Stockholders, NPS Selling Stockholders, and your sponsor upon consummation of the contemplated transactions.

Response:
In response to the Staff’s comment, please see below an additional chart to illustrate the anticipated holdings of the
Backstop Investor, GES Selling Stockholders, NPS Selling Stockholders, and the Sponsor, as well as the remaining shareholders,
upon consummation of the contemplated transactions, assuming no redemptions and utilization of the full $150 million Backstop
Commitment. This chart has been added to page 29 of Amendment No. 1.

H.
Roger Schwall, Assistant Director

U.S.
Securities and Exchange Commission

April
2, 2018

Page
4 of 19

Consideration
for the Acquisition of GES in the Business Combination, page 28

    5.
    Revise
    to clarify where footnotes 1 and 3 should be shown in the table summarizing the consideration for the acquisition of NPS and
    GES.

Response:
In response to the Staff’s comment, the referenced table has been revised on page 28 of Amendment No. 1 as follows to
clarify the footnote references:

    NESR Ordinary
 Shares
    Cash
 (in millions)

    NPS Selling Stockholders(2)
      11,318,827
    $ 292.8

    Hana Investments(3)
      13,758,449
      -

    Total for NPS
      25,077,276
    $ 292.8

    GES Selling Stockholders
      18,484,848
      -

    SV3 Holdings Pte Ltd
      6,825,000
      -

    NESR Holdings Ltd/ GES Investors(4)
      2,925,000
      -

    Total for GES
      28,234,848
      -

    Total for NPS and GES transactions
      53,312,125
    $ 292.8 (1)

1Part
of the proceeds from the Forward Purchase Agreement will be used to help finance the cash consideration payable to the NPS Selling
Stockholders.

2
Excludes possible Cash Earnout, Equity Earnout and Ticker Fee as described in the Consideration for the Acquisition of NPS.

3Includes
418,001 NESR ordinary shares to be issued as payment for $4.7 million interest accrued for Hana Investments.

4Excludes
interest on the loans of approximately $1.25 million payable in cash to the GES Investors.

H.
Roger Schwall, Assistant Director

U.S.
Securities and Exchange Commission

April
2, 2018

Page
5 of 19

Reasons
for the Business Combination, page 31

    6.
    Provide
    updated disclosure regarding current market conditions. You state that “overall MENA drilling activity has not declined
    over the last three years while, in comparison, the United States drilling rig counts dropped considerably.”

Response:
In response to the Staff’s comment, NESR revised the disclosure on pages 31 and 109 of Amendment No. 1 by deleting the
referenced sentence and replacing it with the following two sentences:

“Overall
Middle East drilling activity has not declined materially over the last three years while, in comparison, the United States drilling
rig count has dropped considerably, as evidenced by the February 2018 Baker Hughes World Wide Rig Count Report stating that since
2014, the monthly average Middle East rig count has dropped less than 1% from January 2015 to December 2017 while the monthly
average rig count in the United States dropped 50% over the same three-year period.”

The
information is located on the Baker Hughes GE website at the following link: http://phx.corporate-ir.net/phoenix.zhtml?c=79687&p=irol-rigcountsoverview

Selected
Historical Financial Information of GES, page 34

    7.
    Provide
    disclosure stating the selected financial data of GES presented here is prepared in accordance with International Financial
    Reporting Standards as issued by the International Accounting Standards Board.

Response:
In response to the Staff’s comment, NESR has revised the disclosure on page 34 of Amendment No. 1 to state that the
selected financial data of GES has been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board.

Unaudited
Pro Forma Condensed Combined Financial Information, page 67

    8.
    As
    it relates to the acquisition of NPS and GES, we note the factors you cite on page 69 in support of your conclusion that NESR
    is the accounting acquirer pursuant to ASC 805. Please provide us with your complete analysis in support of the conclusion
    that NESR is the accounting acquirer. Your response should provide further information regarding the relative voting rights
    in the combined entity, with consideration given to minimum and maximum redemption scenarios.

Response:
In response to the Staff’s comment, NESR respectfully submits additional detail of its previous accounting acquirer
evaluation in accordance with ASC 805.

To
determine the accounting acquirer, NESR considered the different elements stipulated in ASC 805. NESR evaluated the consideration
exchanged, the size of the entities involved, as well as the factors present in ASC 805-10-55-11 and ASC 805-10-55-12. Additionally,
NESR also reviewed ASC 805-40 to determine if the Business Combination would be considered a forward or reverse acquisition.

The
form of the Business Combination includes a mix of cash and equity-based consideration issued by NESR to the shareholders of two
operating companies. In this form of transaction, the accounting acquirer may not be the legal acquirer. Based on NESR’s
analysis of the facts and circumstances of the Business Combination, NESR concluded that it was the accounting acquirer.

H.
Roger Schwall, Assistant Director

U.S.
Securities and Exchange Commission

April
2, 2018

Page
6 of 19

NESR’s
conclusion was based on five primary factors, summarized below and also discussed in further detail, which hold true for both
the minimum and maximum redemption scenarios:

    ●
    NESR
    is transferring cash via the use of funds in NESR’s trust account, issuing NESR ordinary shares, and will be incurring
    liabilities to execute the Business Combination;

    ●
    NESR
    has the right to nominate 4 out of the 9 initial members who will serve on the Board of Directors of the post-closing combined
    company. Furthermore, NESR’s Chief Executive Officer will be the Chairman of the Board of the combined company. This
    provides a plurality for NESR with no other company representing more than 3 seats on the Board of the combined company. There
    are also no special voting rights conveyed in the Business Combination;

    ●
    NESR’s
    executive management team will comprise the executive management of the combined company;

    ●
    NESR
    was the entity that initiated the Business Combination; and

    ●
    The
    headquarters of the combined company will be NESR’s headquarters.

An
analysis of ASC 805 in view of these five factors is provided below:

Transfers
cash / incurs indebtedness / Issuer of equity

Per
ASC 805-10-55-11:

In
a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually
is the entity that transfers the cash or other assets or incurs the liabilities.

Per
ASC 805-10-55-12:

In
a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity
interests.

To
consummate the Business Combination, NESR will issue its equity to shareholders of the Targets, in addition to outside investors
who have put in capital to fund the Business Combination. NESR will also use its funds sitting in trust as a source of the cash
portion of the consideration in the Business Combination. No other party or entity is issuing new equity interests in the Business
Combination. This favors NESR as the accounting acquirer in the Business Combination.

Furthermore,
NESR is incurring liabilities as it will assume the obligation to satisfy the Loan Contracts with the GES Investors. Additionally,
outside investors will contribute cash. The outside investors are not affiliated with Targets, and the capital contributed by
them is convertible into shares of NESR at a pre-defined per share price. N

Mail Stop 4628
March 14, 2018

Sherif Foda
Chief Executive  Officer
National Energy Services Reunited Corp.
777 Post Oak Blvd., Suite 730
Houston, Texas, 77056

Re:  National Energy Services Reunited Corp.
Preliminary Proxy Statement on Schedule 14A
Filed  February 14, 2018
 File No. 001 -38091

Dear Mr. Foda :

We have reviewed your filing 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 these comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond. If you do not
believe our comments apply to y our facts and circumstances, please tell us why in your
response.

After reviewing your response to these comments, we may have additional
comments.

General

1. With your revised proxy statement, provide updated disclosures regarding significant
developments .  For example, please disclose the status of the exemption application
to which you refer at page 46.  Similarly, your answer at page 21 under “What
happens if I vote against…?” emphasizes that you would need to dissolve and
liquidate, but this appears to  discount the possibility that the company would be able
to actively solicit and pursue other possible transactions prior to the May 2019
deadline.

Questions and Answers about the Proposals for Shareholders

Q: What equity stake will (i) current NESR sh areholders…, page 18

Sherif Foda
National Energy Services Reunited Corp.
March 14, 2018
Page 2

 2. Please revise to include a separate question and answer in which you identify the
Backstop Investor and address its maximum potential holdings upon consummation
of the transaction.
Summary of the Proxy Statement, page 26

General

3. We note your reference in this section to NPS Holdings Limited as the “largest
regionally -owned oil, gas and petrochemical services provider in the Middle East.”
At page 31, you assert that the Target Companies “have … outperformed their peers
in key fina ncial metrics.”  Please identify the “key metrics” to which you refer, and
supplementally provide us with highlighted copies of the materials, both publically
available and customer -prepared, that served as the basis for these assertions.

Organizational S tructure , page 28

4. Please expand the diagram or provide an additional chart to illustrate the anticipated
holdings of the Backstop Investor, GES Selling Stockholders, NPS Selling
Stockholders, and your sponsor upon consummation of the contemplated transact ions.

Consideration for the Acquisition of GES in the Business Combination, page 28

5. Revise to clarify where footnotes 1 and 3 should be shown in the table summarizing
the consideration for the acquisition of NPS and GES.

Reasons for the Business Com bination, page 31

6. Provide updated disclosure regarding current market conditions.  You state that
“overall MENA drilling activity has not declined over the last three years while, in
comparison, the United States drilling rig counts dropped considerably.”

Selected Historical Financial Information of GES, page 34

7. Provide disclosure stating the selected financial data of GES presented here is
prepared in accordance with International Financial Reporting Standards as issued by
the International Accounting S tandards Board.

 Unaudited Pro Forma Condensed Combined Financial Information, page 67

8. As it relates to the acquisition of NPS and GES, we note the factors you cite on page
69 in support of your conclusion that NESR is the accounting acquirer pursuant to
ASC 805.  Please provide us with your complete analysis in support of the conclusion
that NESR is the accounting acquirer.  Your response should provide further
information regarding the relative voting rights in the combined entity , with
consideration given to minimum and maximum redemption scenarios .

Unaudited Pro Forma Condensed Combine d Balance Sheet, page 70

Sherif Foda
National Energy Services Reunited Corp.
March 14, 2018
Page 3

9. It appears to us that pro forma adjustment (h) shown on the Trust Account line item
should instead be pro forma adjustment (g).  Please revise as necessary.

10. It appears th e pro forma adjustment  of $68,275 labeled as  (j) shown on t he Common
stock line item under the scenario assuming maximum redemptions should instead be
labeled as  pro forma adjustment (k).  Please revise as necessary.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 73

11. It appears from  the table on page 80 summarizing  the components of the estimated
Merger Consideration that NESR ordinary shares are valued at $10.00.  Please clarify
your intentions with regard to updating the purchase price computation based on the
most recent stock pri ce of NESR ordinary shares prior to the mailing date of the
proxy statement.  Also, include disclosure of the date at which the stock price was
determined and a sensitivity analysis for the range of possible outcomes based upon
percentage increases and dec reases in the recent stock price.  The appropriate
percentages should be reasonable in light of NESR’s volatility.

Description of the GES Transaction, page 74

12. We note you have “assumed that the repayment of the Loan Contracts will be made in
NESR ordinar y shares, and that the interest on the Loan Contracts will be made in
cash, at the time of their assumption.”  Tell us why you believe the assumption that
the GES Investors will accept repayment in NESR ordinary shares is factually
supportable under Rule 1 1-02(b)(6) of Regulation S -X since each GES Investor has
agreed to accept repayment in a form subject to their consent.   In addition, expand
your disclosure to state t he repayment amount, if the Loan Contracts were assumed to
be repaid in cash.

On a simil ar point, we note you have assumed up to $4.7 million in interest owed to
Hana Investments will be  funded through the issuance of 418,001 shares of NESR as
opposed to payment in cash of up to $4.7 million, as disclosed on page 2.  Please tell
us why you be lieve the repayment in NESR ordinary shares is factually supportable
under Rule 11 -02(b)(6) of Regulation S -X, and expand your disclosure to clarify that
the interest may be paid  in cash of up to $4.7 million.

Note 3.  GES Historical Financial Statements, page 77

13. Please add an explanation of the conversion rate used for purposes of the column
titled “Conversion from Rial Omani to U.S. Dollar.”

14. In the table of GES Historical Statement of Operations for the Year Ended D ecember
31, 2016, the non -controlling interest amount of $6,003 reflected in the GES
Historical column appears incorrect and does not agree with the amount reflected in
your pro forma financial statements of $5,002.  Please correct the disclosed amounts,
as appropriate.

Sherif Foda
National Energy Services Reunited Corp.
March 14, 2018
Page 4

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 79

15. With reference to pro forma adjustment (c), please add disclosure that describes how
the Estimated  Earn -Out Mechanisms totaling $31,699 was determined.

16. The adju stment to Other Assets in pro forma adjustment (d) appears to incorrectly
reflect the fair value of GES Other Assets as $0, instead of $529 as disclosed in the
table presented in Note 5 on page 80.  Please revise the adjustment to Other Assets, as
appropri ate.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page
82

17. With regard to pro forma adjustment (dd), please clarify the nature of this adjustment
and why you believe it is factually supportable under Rule 11 -02(b)(6) of Regulation
S-X.

The Business Combination Proposal, page 93

General

18. We note your brief reference to the Stock Purchase Agreements, the Contribution
Agreement, the Shares Exchange Agreement and the Relationship Agreement.  Please
revise to provide further details regarding the principal terms and conditions of each
such mat erial agreement.

The NPS Transaction, page 94

19. We note that a dividend has been declared by NPS Selling Stockholders wherein they
will receive a distribution from NPS of $48M.  Please note that i f a planned
distribution to owners, regardless of whether it has been declared, is not reflected in
the latest balance sheet but would be significant relative  to reported equity, a pro
forma balance sheet reflecting the distribution accrual should be presented alongside
the historical balance sheet in the filing.   Tell us your consideration of this
presentation on the face of the historical balance sheet of NPS Holdings Limited.

Backstop and Forward Purchase Agreement , page 99

20. As developments warrant, please provide updated disclosure regarding the status of
the negotiations and the related references, including to the “subsequent $80 million
investment” at page 123.

21. Please revise to clarify the extent to which the financial advisor assumed the
implementation of that agreement in preparing its fairness opinion,  the related letter
of which you include as Annex E.

Sherif Foda
National Energy Services Reunited Corp.
March 14, 2018
Page 5

 Background of the Business Combination , page 100

22. Please provide us supplementally with copies of any material non -public information
— board books, documents, financial forecasts, projections and prese ntations —
exchanged by the companies in the negotiations.  Also revise to clarify the process
whereby the company was able to prepare projections of the Target Companies
(which J.P. Morgan relied upon) in the absence of publicly available information. We
may have additional comments.

Opinion of J.P. Morgan, page 112

23. We note that the opinion delivered by J.P. Morgan was premised upon certain internal
financial analyses and forecasts and expected cost savings and related synergies
prepared by the Target Companies.  Please describe these projections and the material
assumptions underlying such figures.

24. Similarly, please revise the disclosure at pages 120 to 121 to eliminate any potential
ambiguity about the source for the projected information, which appears to have
originated with the company.  Consider the guidanc e regarding projections set forth at
Item 10(b) of Regulation S -K.

GES Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 229

Note Regarding Non -GAAP Financial Measures, page 231

25. You state here that “GES’s financ ial statements in this proxy statement are presented
in accordance with U.S. GAAP.”  However, the financial information discussed in
this section is based on the financial statements of GES presented in accordance with
International Financial Reporting Sta ndards as issued by the International Accounting
Standards Board.  Please revise your disclosure.

Price Range of Securities and Dividends, page 261

Dividend Policy of GES, page 263

26. We note that GES declared approximately $90.2 million in dividends to it s
shareholders in 2017.  Tell us where the dividend payable is reflected in the financial
statements for the fiscal quarter ended September 30, 2017.

NPS Holdings Limited Financial Statements

Consolidated Statements of Cash Flows, page F -33

27. We note the line item for the reversal of excess and obsolete inventory.  However, the
write -down of inventory creates a new cost basis under US GAAP that cannot

Sherif Foda
National Energy Services Reunited Corp.
March 14, 2018
Page 6

 subsequently be reversed.  Please explain the basis for your accounting.   Refer to
SAB Topic 5.BB for furt her guidance.

Note 9. Debt, page F -43

28. We note that NPS has entered into a “syndicated Murabaha facility” for $150,000
thousand that was fully drawn in November 2014 (“the Facility”).  Based on the
description of the terms of the Facility  as a “rent -to-own arrangement” , support your
accounting for this facility under U.S. GAAP with reference to the applicable
accounting guidance you relied upon.  In your response, describe for us what item(s)
owned by NPS the lending bank has retained ownership interest in  until the loan is
paid in full and how this item is accounted for in the financial statements of NPS.

Closing Comments

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.

You may contact Jennifer O’Brien , Staff Accountant, at (202) 551 -3721 or Shannon
Buskirk , Staff Accountant , at (202) 551 -3717 if you have questions regarding comments on
the financial statements and related matters.  Please contact Jerard Gibson, Staff Attorney, at
(202) 551 -3473 or, in his absence, Timothy S.  Levenberg, Special Counsel, at (202) 551 -
3707 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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National Energy Services Reunited Corp.

777 Post Oak Blvd., Suite 800

Houston, Texas 77056

    May 11, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Att: John Reynolds

Re:          National
Energy Services Reunited Corp.

Registration Statement on Form S-1

Filed March 29, 2017, as amended

File No. 333-217006

Dear Mr. Reynolds,

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, National Energy Services Reunited Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, May 11, 2017, or as soon as thereafter practicable.

Very truly yours,

/s/ Sherif Foda__________________

Sherif Foda

Chief Executive Officer

cc:          Ellenoff Grossman
& Schole LLP

Loeb & Loeb LLP

CORRESP
1
filename1.htm

May 11, 2017

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:
    National Energy Services Reunited Corp.

    Registration Statement on Form S-1

    File No. 333-217006

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Maxim Group LLC, as representative of the
underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:00 p.m., Washington D.C. time, on May 11, 2017, or as soon thereafter as practicable.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus:  May 10, 2017;

    (ii)
    Dates of distribution:  May 10, 2017 through the date hereof;

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 10; and

    (iv)
    Number of prospectuses so distributed:  electronic 1,040, print 15.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

MAXIM GROUP LLC

By:   /s Clifford Teller

Name: Clifford Teller

Title: Executive Managing Director,
Head of Investment Banking

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

CORRESP
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filename1.htm

National Energy Services Reunited Corp.

777 Post Oak Blvd.

Houston, Texas 77056

(713) 293-2935

March 29, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Att: John Reynolds

 Re: National Energy Services Reunited Corp.

Draft Registration Statement on Form S-1

Submitted February 22, 2017

CIK No. 0001698514

Dear Mr. Reynolds:

On behalf of National Energy Services Reunited
Corp., a British Virgin Islands corporation (the “Company”), we hereby transmit the Company’s response
to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), on March 21, 2017, regarding the Draft Registration Statement on Form S-1 submitted to the Commission
on February 22, 2017.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the
Company’s response. Disclosure changes made
in response to the Staff’s comments will be made in the Company’s Registration Statement on Form S-1 (the “Registration
Statement”), to be filed contemporaneously with the submission of this letter.

General

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities
Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

No written communications have been provided to potential
investors in reliance on Section 5(d) of the Securities Act as of the date of this letter. We hereby advise the Staff that we will
supplementally provide the Staff with copies of all written communications presented to potential investors in reliance on Section
5(d) of the Securities Act. The Staff is advised that if investors are provided with such materials, investors will not retain
copies of such materials.

Summary

Initial Business Combination, page 3

 2. We note your disclosure in the second paragraph of this section that approval of the business combination requires that
a majority of the outstanding shares voted are voted in favor of the business combination. We also note that the insiders have
agreed to vote their insider shares and any public shares acquired in favor of any proposed business
combination. Please disclose in the Summary and in the Proposed Business sections the number and percentage of shares offered in
this registration statement that would be required to vote in favor of a business combination in order for it to be approved. We
note your disclosure in the risk factor “If we seek shareholder approval …” on page 19.

The Company has revised the disclosure in response to
the Staff’s comment on pages   13, 18, 59 and   80 of the Registration Statement.

 3. Please disclose here, as you indicate in your risk factor section, that you may issue ordinary shares, preferred shares
and debt securities to complete an initial business combination and address the potential effects of such issuances.

The Company has revised the disclosure in response to
the Staff’s comment on page   4 of the Registration Statement.

Risk Factors

An investor may be subject to adverse U.S. federal income
tax consequences in the event the Internal Revenue Service …, page 32

 4. We note the disclosure in your Taxation section on page 95 indicates there are numerous tax uncertainties. Please expand
your risk factor to clarify the tax uncertainties investors will assume as a result of investing in this offering.

The Company has expanded the risk factor in response to
the Staff’s comment on page   33 of the Registration Statement.

Related Party Transactions, page 49

 5. Please identify the related party who loaned an aggregate of $78,280 for payment of offering expenses. Please revise similar
disclosure on page 76.

The Company has revised the disclosure in response to
the Staff’s comment on pages  49 and 77 of the Registration Statement.

Conflicts of Interest, page 71

 6. Please revise to identify the other entities to which your officers and directors may have obligations to present business
opportunities and indicate the nature of the opportunities that must be presented to those entities. Specifically address any other
blank check companies affiliated with your officers and directors.

The Company has revised the disclosure in response to
the Staff’s comment on page  73 of the Registration Statement.

 7. We note your disclosure in the Summary that your “officers and directors have agreed not to participate in the formation
of, or become an officer or director of, any other blank check company (other than any such positions held on the date of this
prospectus) ….” We also note your statement that your officers and directors may in the future become affiliated with
other blank check companies. Please reconcile your disclosure.

The Company has reconciled the disclosure in response
to the Staff’s comment on page  72 of the Registration Statement.

Financial Statements

Notes to Financial Statements, page F-7

4. Private Placement, page F-11

 8. We note that you are selling to your sponsor an aggregate of 11,450,000 private warrants at $0.50 per private warrant. Considering
the private placement warrants will be sold to an entity beneficially owned by your officers, please disclose the fair value of
these warrants and the amount of compensation expense to be recognized. Please provide us with your analysis of how you determined
the fair value of your private placement warrants.

The Company believes that the 11,450,000 private warrants
to be sold to our sponsor at $0.50 per private warrant are being sold at or above their fair value. The Company based its conclusion
on its analysis of similarly structured Special Purpose Acquisition Companies (“SPACs”) with publicly traded warrants.
Such comparable SPACs offered units comprised of one share and one-half warrant. The Company believes that the trading prices of
the publicly traded warrants shortly after separation of their units are a reasonable indication of the private warrants fair value
upon issuance. Accordingly, the Company compared the average trading price of the publicly traded warrants for the first six months
after separation of their units to the sale price of the private warrants. Based upon this analysis, the Company noted that the
fair value of the publicly traded warrants was lower than the sale price of the private warrants. As such, the Company determined
that the sales price of the private warrants will be at or above fair value upon consummation of its initial public offering and,
therefore, no compensation expense will be recognized. However, the Company will re-evaluate its conclusion upon the consummation
of the initial public offering and if it is determined at that point that the private warrants were sold at a price less than fair
value, the Company will record compensation expense in accordance with ASC 718.

We thank the Staff in advance for its consideration
of the Registration Statement. Should you have any questions regarding the foregoing, please contact Stuart Neuhauser, Esq. of
Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    /s/ Stuart Neuhauser

    Stuart Neuhauser

cc: Sherif Foda

National Energy Services Reunited Corp.

Mail Stop 3561
March 21 , 2017

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

Re: National Energy Services  Reunited Corp.
Draft Registration Statement on Form S-1
Submitted February 22, 2017
  CIK No. 0001698514

Dear Mr. Foda :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Summary
Initial Business Combination , page 3

2. We note your disclosure  in the second paragraph of this section that approval of the
business  combin ation requires that a  majority of the outstanding shares voted are voted in
favor of the business combination.  We also note that the insiders have agreed to vote

Sherif Foda
National Energy Services Reunited Corp.
March 21 , 2017
Page 2

 their insider shares  and any public shares acquired in favor of any proposed business
combination.  Please disclose in the Summary and in the Proposed Business sections the
number and percentage of shares offered in this registration statement that would be
required to vote in favor of a business combination in order for it to be ap proved .  We
note your disclosure  in the risk factor “If we seek shareholder  approval …” on page 19 .

3. Please disclose here, as you indicate in your risk factor section, that you may issue
ordinary shares, preferred shares and debt securities  to complete an ini tial business
combination and address the potential effects of such issuances.

Risk Factors

An investor m ay be subject to adverse U.S. federal income tax consequences in the event the
Internal Revenue Service …, page 3 2

4. We note the disclosure in your Taxation section  on page 95  indicates there are numerous
tax uncertainties.  Please expand your risk factor to clarify the tax uncertainties  investors
will assume  as a result o f investing in this offering.

Related Party Transactions, page 49

5. Please identify t he related party who loaned an aggregate of $78,280 for payment of
offering expenses.  Please r evise  similar disclosure on page 76.

Conflicts of Interest, page 71

6. Please revise to identify the other entities to which your officers and directors may have
obligation s to present business opportunities and indicate the nature  of the opportu nities
that m ust be presented to those entities.   Specifically address any other blank check
companies affiliated with your officers and directors.

7. We note your disclosure  in the Summary that your “officers and directors have agreed not
to participate in the formation of, or become an officer or director of, any other blank
check company  (other than any such positions held on the date of this prospectus)  ….”
We also note your statement that your officers and directors may in the future become
affiliated with other blank che ck companies.  Please reconcile your disclosure.

Financial Statements

Notes to Financial Statements, page F -7
4. Private Placement, page F -11

8. We note that you are selling to your sponsor an aggregate of 11,450,000 private warrants
at $0.50 per private warrant.   Considering the private placement warrants will be sold to

Sherif Foda
National Energy Services Reunited Corp.
March 21 , 2017
Page 3

 an entity beneficially owned by your officers, please disclose the fair value of these
warrants and the amount of compensation expense to be recognized.   Please provide us
with your analysis of how you determined the fair value of your private placement
warran ts.

You may contact Steve Lo at ( 202) 551 -3394 or Nasreen Mohammed, Assistant Chief
Accountant 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