United States securities and exchange commission logo





                             April 4, 2022

       Robert W. Eifler
       Chief Executive Officer
       Noble Finco Limited
       13135 Dairy Ashford, Suite 800
       Sugar Land, TX 77478

                                                        Re: Noble Finco Limited
                                                            Amendment No. 3 to
Registration Statement on Form S-4
                                                            Filed March 31,
2022
                                                            File No. 333-261780

       Dear Mr. Eifler:

             We have reviewed your amended 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 not 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.

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

       Exhibits

   1.                                                   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.
 Robert W. Eifler
FirstName
Noble FincoLastNameRobert W. Eifler
              Limited
Comapany
April       NameNoble Finco Limited
       4, 2022
April 24, 2022 Page 2
Page
FirstName LastName
        You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. For questions relating to tender
offer rules,
contact Christina Chalk, Senior Special Counsel in the Office of Mergers and
Acquisition, at
(202) 551- 3263. Please contact Karina Dorin, Staff Attorney, at (202) 551-3763
or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation
cc:      Debbie Yee