SecProbe.io

February 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed February 14, 2020
File No. 333-235766
Dear Mr. Zahler:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our January 27, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed February 14, 2020
Selected Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 50
1.We refer to the pro forma combined (assuming maximum redemption of shares of
common stock) column. Your line item "total liabilities" appears to include the Newco
convertible preferred stock. Please revise your total liabilities to exclude the Newco
convertible preferred stock or explain to us why you believe this presentation is
appropriate. This comment also applies to your capitalization table on page 106.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 February 27, 2020 Page 2
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
February 27, 2020
Page 2
Comparative Share Information, page 52
2.Please revise your table:

•to show AerSale's book value per share as $5,555 and $5,700 for the year ended
December 31, 2018 and the nine months ended September 30, 2019, respectively;

•to clarify that the basic and diluted net income (loss) per share information
you present pertains to continuing operations; and

•to include parentheses around AerSale's net losses per share from continuing
operations for the year ended December 31, 2018 and the nine months ended
September 30, 2019.
Capitalization, page 106
3.Please revise your table:

•to include the FILO term loan or explain to us why you have excluded it; and

•to reconcile AerSale's stockholders’ equity and total stockholders’ equity and owners’
equity to the historical balance sheet at September 30, 2019, and revise total
capitalization as appropriate.
AerSale Corp. and Subsidiaries Financial Statements for the Nine Months Ended September 30,
2019
Note D – Revenue, page F-70
4.We note from your revision to the registration statement that for the nine months ended
September 30, 2019 you recognized, as revenue, the entire opening balance of your
contract liabilities. Please disclose the opening balance of your contract liabilities as
provided by ASC 606-10-50-8(a).
Signatures, page II-6
5.We note your response to prior comment 41.  Considering the persons you identify as
about to become directors have not yet signed the registration statement, it continues to
appear that the consents of those persons are required by Rule 438.  Please file those
consents.

 FirstName LastNameEric Zahler
 Comapany NameMonocle Holdings Inc.
 February 27, 2020 Page 3
 FirstName LastName
Eric Zahler
Monocle Holdings Inc.
February 27, 2020
Page 3
            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