SecProbe.io

January 27, 2020
Eric Zahler
President and Chief Executive Officer
Monocle Holdings Inc.
c/o Monocle Acquisition Corporation
750 Lexington Avenue, Suite 1501
New York, NY 10022
Re:Monocle Holdings Inc.
Registration Statement on Form S-4
Filed December 31, 2019
File No. 333-235766
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-4
General
1.We note that Monocle Acquisition Corp filed the proxy statement contained in this
prospectus as a PRE 14A on December 31, 2019.  To the extent applicable, any revisions
made to this filing should also be made to the Monocle Acquisition proxy and filed as a
PRER 14A.
Cover Page
2.We note that you have provided the per share redemption price as of September 30, 2019.
Please revise your disclosure to provide the redemption price as of a more recent date.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 2
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 2
Summary Term Sheet, page 9
3.We note your disclosure on page 10 that the maximum number of shares that can be
redeemed so as not to cause the Available Cash Shortfall Amount to be greater than $50
million is 5,311,523.  Please revise your disclosure here and throughout the prospectus to
indicate what percentage of public shares is reflected by this amount.
Accounting Treatment, page 38
4.We note your disclosure that the business combination will be accounted for as a reverse
merger with Monocle being treated as the “acquired” company for financial reporting
purposes. Please provide us with a comprehensive analysis of the factors considered,
pursuant to ASC 805-10-55-11 through 55-15, to support your accounting conclusion
under both a no redemption and maximum redemption scenario, including your
consideration that AerSale management will own approximately 4.2% of the equity
interests in the combined entity. Additionally, please clarify how AerSale will comprise a
majority of the governing body as it appears that there will be two representatives of
AerSale on the expected eight person Board of Directors.
Basis of Pro Forma Presentation, page 49
5.We refer to the pro forma combined (assuming maximum redemption of shares of
common stock) column in your table on page 50. It appears you should revise total debt as
of September 30, 2019 to say $91,778,433.
Comparative Share Information, page 51
6.Footnote (2) indicates that amounts pertaining to AerSale Corp. have not been calculated
historically because they are a private company. However, it appears that certain of these
amounts either appear in the historical financial statements of AerSale Corp. or can be
calculated from historical financial information. In this regard, please revise your table to
provide AerSale Corp. historical book value per share and historical loss per share from
continuing operations, for each period presented, as provided in Part 1A, Item3(f) of Form
S-4.
7.Please provide us with your calculation of Monocle’s book value per share for the
historical nine months ended September 30, 2019 and book value for the pro forma
combined nine months ended September 30, 2019, assuming no redemption and assuming
maximum redemption.
Adjustment (M), page 96
8.It appears to us that this adjustment to cash and cash equivalents for $4,257,858, in the
additional pro forma adjustment (assuming maximum redemption) column, should refer to
Note (D) rather than Note (M). Please revise as appropriate.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 3
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Balance Sheet as of September 30, 2019, page 96
9.It appears that the inventory line item for historical AerSale should say $40,045,590 at
September 30, 2019 per the interim financial statements included in your filing. Please
revise as appropriate.
Adjustments (L) and (D), page 97
10.It appears to us that the adjustments to NewCo common stock for ($50,000,000) and
($4,257,858), in the additional pro forma adjustment (assuming maximum redemption)
column, only refer to Note (K) and should not refer to Notes (L) and (D). Please revise as
appropriate.
Note (C), page 98
11.Please tell us whether AerSale paid down its existing revolver using the proceeds of the
flight equipment sales subsequent to September 30, 2019. To the extent this has not yet
occurred, it does not appear to us that this adjustment is factually supportable.
Note (P), page 99
12.There does not appear to be a corresponding adjustment for this footnote. Please revise or
explain to us which adjustment this refers to.
Pro Forma Condensed Statement of Operations for the Nine Months Ended September 30, 2019
Adjustments (AA) and (BB), page 100
13.It appears that adjustments (AA) and (BB), to selling, general and administrative expenses
and transaction expenses, respectively, are not in the correct column and should be
reflected in the pro forma adjustments (assuming no redemptions) column. Please revise
accordingly.
Note (AA), page 101
14.Please revise your note to state, if true, that the adjustment gives pro forma effect to the
business combination had it been consummated on January 1, 2018, the earliest period
presented.
Note (DD), page 101
15.Please expand your footnote to provide a reconciliation of the number of weighted
average shares outstanding in both redemption scenarios. This comment also applies to
Note (DD) on page 103.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 4
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 4
Pro Forma Condensed Statement of Operations for the Twelve Months Ended December 31,
2018, page 102
16.Please revise net income (loss) per share from continuing operations for historical AerSale
to say ($137).
Note (AA), page 103
17.Please revise your note to state, if true, that the adjustment gives pro forma effect to the
business combination had it been consummated on January 1, 2018, the earliest period
presented. Additionally, please remove the reference to interest income on the trust
account as this was not applicable in 2018.
The Monocle Board's Reasons for the Approval of the Business Combination, page 129
18.The second bullet on page 130 indicates that AerSale prepared a financial model on which
you based your projections disclosed on page 134.  However, the first full paragraph on
page 134 indicates that AerSale prepared the projections.  Please revise to clarify who
prepared the projections.
Certain AerSale Historical and Projected Financial Information, page 133
19.Please revise to clarify the factual basis underlying the projected amount of revenue for
2019.  We note, in this regard, that revenues for the first nine months of 2019 were
slightly more than $183 million.
Reconciliation of Non-GAAP Measures, page 135
20.Please include a footnote that describes the reason for the AerLine divestiture adjustment
to revenue.
21.We remind you that adjusted EBITDA should be reconciled to net income as provided in
Question 102.03 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures. Please revise your table as appropriate.
22.Please explain to us how the interest expense / (income) line item reconciles to the
historical financial statements of AerSale Corp.
23.Please tell us the nature of the $3.5 million AerLine divestiture adjustment.
24.Please explain to us how you determined the appropriateness of your adjustments to arrive
at pro forma revenue and pro forma adjusted EBITDA. Additionally, please tell us your
consideration of providing pro forma adjusted revenue and pro forma adjusted EBITDA
based upon your unaudited pro forma condensed combined financial information,
presented in accordance with Article 11 of Regulation S-X, in lieu of the information
provided in your table.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 5
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 5
25.Please expand footnote (3) to quantify each of the items included in this line item for each
period presented. Additionally, please revise your disclosure to explain the adjustment for
out-of-period leasing revenue.
26.Given your presentation of adjusted EBITDA for the nine months ended September 30,
2019 and 2018 on page 47, please provide a reconciliation to net income for these periods
as required by Item 10(e)(i)(B) of Regulation S-K.
Material United States Federal Income Tax Considerations, page 143
27.If, as indicated by Exhibit 8.1, the disclosure in this section represents the opinion of
counsel, please revise to state so and identify counsel who is providing the opinion.
Information about Monocle
Employees, page 163
28.Please revise the first sentence of this section to clarify how many officers you currently
have.
Management, page 163
29.Please revise to clarify whether Mr. Zahler is still employed by Sagamore Capital.  In
addition, please disclose Mr. Devabhaktuni's employment experience since March 2018.
Information about Aersale
Global Fleet Retirements Forecasted by Aircraft Class, page 183
30.We note that you cite to Oliver Wyman in this section.  Please revise to include a
statement regarding the nature of this source, such as the date that the information was
published and whether this information was prepared for the company specifically.
AerSale Management's Discussion and Analysis of Financial Condition and Results of
Operations
Income Taxes, page 201
31.Please expand your disclosure to discuss the reasons for the differences between the
statutory and effective tax rates for the years ended December 31, 2018 and 2017.
NewCo Management After the Business Combination
Management and Board of Directors, page 204
32.We note your disclosure that the table is a list of the persons who are anticipated to be
NewCo's executive officers and directors following the Business Combination and the
positions they currently hold.   Please revise to indicate which officers will continue to be
officers of NewCo, including their titles, and identify the directors.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 6
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 6
Executive Compensation, page 207
33.Please revise your disclosure in this section to include your most recently completed fiscal
year.
Monocle Acquisition Corporation Financial Statements for the Nine Months Ended September
30, 2019
Note 2 – Summary of Significant Accounting Policies – Net income (loss) per common share,
page F-24
34.Please expand your disclosure to provide a quantitative reconciliation of your basic and
diluted net income per common share as required by ASC 260-10-50-1.
AerSale Corp. and Subsidiaries Financial Statements for the Years Ended December 31, 2018
and 2017
Consolidated Statements of Cash Flows, page F-35
35.We remind you that your presentation of net cash provided by operating activities should
begin with net income, pursuant to ASC 230-10-45-28, rather than net income (loss) from
continuing operations. Please revise your registration statement as appropriate. This
comment also applies to your condensed consolidated statements of cash flows on page F-
66.
Note K – Income Taxes, page F-51
36.Please expand your disclosures to provide a more comprehensive analysis of the specific
positive and negative evidence management evaluated in determining that the valuation
allowance on your deferred tax assets should be reversed by $13,697,000 during 2018.
Your disclosures should include the weighting of the evidence that is commensurate with
the extent to which it is objectively verified. Please refer to ASC 740-10-30-16 through
30-25 for guidance.
Note R – Discontinued Operations, page F-58
37.Please tell us how management determined that the deconsolidation of AerLine
represented a strategic shift that would result in a major impact on AerSale’s operations
and financial results. Please refer to ASC 205-20-45-1B.
38.Please revise your registration statement to provide the major classes of line items
constituting the pretax profit or loss of AerSale’s discontinued operations as required by
ASC 205-20-50-5B(b).

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 January 27, 2020 Page 7
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
January 27, 2020
Page 7
AerSale Corp. and Subsidiaries Financial Statements for the Nine Months Ended September 30,
2019
Note B – Summary of Significant Accounting Policies – Revenue Recognition, page F-68
39.Please disclose your significant payment terms as provided ASC 606-10-50-12(b).
Note D – Revenue, page F-70
40.We understand from your disclosure that you established contract assets to reflect over
time revenue recognition. Please also disclose the nature of any contract liabilities along
with the applicable disclosures required by ASC 606-10-50-8 through 50-10.
Signatures, page II-6
41.Please revise to indicate below the second paragraph of text who signed in the capacities
of  principle executive officer, principal financial officer, and principal accounting officer
or controller.  Also, we note the disclosure on page 204 that you will identify additional
directors prior to mailing the proxy statement.  Please include the signatures of a majority
of your board or file the consents required by Rule 438 of Regulation C.
            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 Kevin Stertzel at 202-551-3723 or Dale Welcome at 202-551-3865 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing