Noble Finco Limited

13135 Dairy Ashford, Suite 800

Sugar Land, Texas 77478

April 5, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

 

Attention:				John Cannarella
				Karl Hiller
				Christina Chalk
				Karina Dorin
				Laura Nicholson
		Re:		Noble Finco Limited
				Amendment No. 3 to Registration Statement on Form S-4
				Filed March 31, 2022
				File No. 333-261780

Ladies and Gentlemen:

This letter sets forth the response of Noble Finco Limited (the “Company”) to the comments of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated April 4, 2022, with respect to the above referenced Amendment No. 3 to Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing a revised Registration Statement on Form S-4 (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.

Amendment No. 3 to Registration Statement on Form S-4

Exhibits

1. Staff’s comment: We note that Travers Smith LLP has provided an opinion regarding the validity of the Topco Shares to be issued in the Business Combination in Exhibit 5.1. Please have counsel revise its opinion to also opine that Topco has the corporate power and authority to execute and deliver and to perform all of its obligations under the warrant agreements.

Response:

We acknowledge the Staff’s comment and have revised Exhibit 5.1 of the Revised Registration Statement accordingly.

*****

We respectfully request the Staff’s assistance in completing the review of the Registration Statement, as amended, as soon as possible. Please contact Sean Wheeler, Debbie Yee or Anne Peetz of Kirkland & Ellis LLP at (713) 836-3427, (713) 836-3630 or (713) 836-3711, respectively, with any questions or further comments regarding the responses to the Staff’s comments.

 

Enclosures

cc:	William E. Turcotte (Noble Finco Limited)

Connie Milonakis (Davis Polk &Wardwell London LLP)

 

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