SecProbe.io

December 4, 2018
Eric J. Zahler
Chief Executive Officer
Monocle Acquisition Corporation
750 Lexington Avenue, Suite 1501
New York, NY 10022
Re:Monocle Acquisition Corporation
Registration Statement on Form S-1
Filed November 19, 2018
Amendment No. 1 to Registration Statement on Form S-1
Filed November 21, 2018
File No. 333-228470
Dear Mr. Zahler:
            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 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.
Registration Statement on Form S-1
Exclusive Forum Selection, page 116
1.We note your response to comment 1.  We note that your amended and restated certificate
of incorporation identifies federal district courts of the United States as the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act.  Please revise your prospectus to state that a court may determine that the
provision is unenforceable, and to state that by agreeing to the provision, investors will
not be deemed to have waived the company’s compliance with the federal securities laws
and the rules and regulations thereunder.

 FirstName LastNameEric J. Zahler
 Comapany NameMonocle Acquisition Corporation
 December 4, 2018 Page 2
 FirstName LastName
Eric J. Zahler
Monocle Acquisition Corporation
December 4, 2018
Page 2
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
2.Please refer to Exhibit 3.2 and Section 12.1 thereof.  We note that the language of the
section and the prospectus summary of the exclusive forum provision don't align.
Specifically, the prospectus summary disclosure appears broader than the exclusive forum
provision in the charter.  In this regard, we note your disclosure on page 44 of the initial
filing that "if and only if the Court of Chancery of the State of Delaware dismisses any
such action for lack of subject matter jurisdiction, such action may be brought in another
state or federal court sitting in the State of Delaware."  Please reconcile.
            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 Laura Veator, Staff Accountant, at 202-551-3716 or Stephen Krikorian,
Accounting Branch Chief, at 202-551-3488 if you have questions regarding comments on the
financial statements and related matters.  Please contact Donald Field, Attorney-Advisor, at 202-
551-3680 or Dietrich King, Attorney-Advisor, at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services