FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waha Capital PJSC

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/6/2018 

3. Issuer Name and Ticker or Trading Symbol

National Energy Services Reunited Corp. [NESR]

(Last)        (First)        (Middle)

LEVELS 42-43, TOWER 3, ETIHAD TOWERS,, P.O. BOX 28922

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

ABU DHABI, C0 00000       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Ordinary Shares, no par value   9635664   I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  9,635,664 of these securities are held by NESR SPV Limited ("NESR SPV"). Waha Energy Limited ("Waha Energy") owns 100% of the voting shares of NESR SPV. Waha Energy is a wholly owned subsidiary of Waha Capital PJSC ("Waha Capital"). Waha Capital and Waha Energy own non-voting shares of NESR SPV that correspond to their ownership of the securities held by NESR SPV. Waha Capital and Waha Energy may be deemed to beneficially own 9,635,664 of the securities. Each reporting person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such reporting person's pecuniary interests.

Remarks:
Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waha Capital PJSC
LEVELS 42-43, TOWER 3, ETIHAD TOWERS,
P.O. BOX 28922
ABU DHABI, C0 00000

X

NESR SPV Ltd
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104

X

Waha Energy Ltd
C/O MAPLES CORPORATE SERVICES LIMITED
PO BOX 309, UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104

X


Signatures
WAHA CAPITAL PJSC, /s/ Michael Raynes, Chief Executive Officer 6/18/2018
** Signature of Reporting Person Date

WAHA ENERGY LIMITED, /s/ Michael Raynes, Director 6/18/2018
** Signature of Reporting Person Date

NESR SPV LIMITED, /s/ Michael Raynes, Director 6/18/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that Waha Capital PJSC (the “Company”) does hereby make, constitute and appoint each of Michael Raynes and Peter Howley (and any other employee of the Company or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under Section 13 or Section 16 of the Securities Exchange Act of 1934 (as amended, the “Act”), and the rules and regulations adopted thereunder, and any amendments thereto, with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee or representative of or counsel to the Company or one of its affiliates.

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 18, 2018.

 

WAHA CAPITAL PJSC

 

By: /s/ Michael Raynes  
  Name: Michael Raynes  
  Title:  Chief Executive Officer  

 

 

 

Exhibit 24.2

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that Waha Energy Limited (the “Company”) does hereby make, constitute and appoint each of Michael Raynes and Peter Howley (and any other employee of the Company or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under Section 13 or Section 16 of the Securities Exchange Act of 1934 (as amended, the “Act”), and the rules and regulations adopted thereunder, and any amendments thereto, with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee or representative of or counsel to the Company or one of its affiliates.

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 18, 2018.

 

WAHA ENERGY LIMITED

 

By:   /s/ Michael Raynes  
  Name: Michael Raynes  
  Title:  Director  

 

 

 

Exhibit 24.3

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that NESR SPV Limited (the “Company”) does hereby make, constitute and appoint each of Michael Raynes and Peter Howley (and any other employee of the Company or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under Section 13 or Section 16 of the Securities Exchange Act of 1934 (as amended, the “Act”), and the rules and regulations adopted thereunder, and any amendments thereto, with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee or representative of or counsel to the Company or one of its affiliates.

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 18, 2018.

 

NESR SPV LIMITED

 

By:   /s/ Michael Raynes  
  Name: Michael Raynes  
  Title:  Director