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    Cadwalader,
Wichkersham & Taft LLP

200 Liberty Street, New York, NY 10281

Tel +1 212 504 6000    Fax +1 212 504 6666

www.cadwalader.com

February 14, 2020

VIA EDGAR

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

 Re: Monocle Holdings Inc.

Registration Statement on Form S-4

Filed December 31, 2019

File No. 333-235766

Ladies and Gentlemen

Monocle Holdings Inc. (“NewCo”
or the “Company”) received a comment letter from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) dated January 27, 2020 with respect to NewCo’s registration
statement on Form S-4 filed by NewCo on December 31, 2019 (the “Registration Statement”), which contains the
proxy statement on Schedule 14A of Monocle Acquisition Corporation (“Monocle”) filed by Monocle on December
31, 2019. On behalf of the Company, we are respectfully submitting the responses below to the comments in such comment letter in
connection with the Company’s filing with the Commission of Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) on the date hereof. To facilitate your review, the comments of the Staff have been set forth below in italics
and are followed by the Company’s responses. Capitalized terms used but not defined in this letter have the meanings set
forth in the Registration Statement.

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.

Response:

In response to the Staff’s
comment, the Company confirms that Monocle’s proxy statement has been revised consistent with this filing 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.

Response:

In
response to the Staff’s comment, the Company has revised the disclosure on the cover page and pages 11, 22, 35, 73, 92, 99,
146 and 167 of Amendment No. 1 to provide the redemption price as of December 31, 2019.

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.

Response:

In
response to the Staff’s comment, the Company has revised the disclosure on pages 11, 16, 36, 50, 52, 66, 69, 79, 95, 107,
143 and 225 of Amendment No. 1 to specify the percentage of public shares corresponding to 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.

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.

Response:

In response to the Staff’s
comment, the Company is providing its analysis of the factors considered pursuant to ASC 805-10-55-11 through 805-10-55-15 to support
the Company’s conclusion that AerSale is the accounting acquirer in the Business Combination under both a “no redemption”
and “maximum redemption” scenario.

    Page 2

ASC 805 provides that in a business
combination involving the exchange of equity interests, all pertinent facts and circumstances should be considered to identify
the acquirer – the entity that obtains control of the acquiree. Under ASC 805, control is defined as a controlling financial
interest within the meaning of ASC 810-10-15-8. ASC 810-10-15-8 provides that the usual condition for a controlling financial interest
is ownership of a majority voting interest, and, therefore, as a general rule, ownership by one reporting entity, directly or indirectly,
of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.1

The Company estimates that in
the no redemption scenario, the existing Monocle stockholders, which consist of (i) the public stockholders of Monocle and (ii)
Monocle Partners, LLC and Cowen Investments II LLC (the “Founders”) will collectively hold more than 50% of
the outstanding voting interests of the post-Business Combination company. The Company does not deem this as determinative in establishing
a controlling financial interest. In particular, the Founders will together hold less than 14% of the outstanding voting interests
of the post-Business Combination company, and the remaining existing Monocle public stockholders are a disparate group of investors.
Because the guidance does not clearly indicate which of the combining entities would obtain a controlling financial interest in
the no redemption scenario, the Company considered the factors in paragraphs 805-10-55-11 through 805-10-55-15 in making the determination
of the accounting acquirer.

The Company estimates that in
the maximum redemption scenario, the existing stockholders of AerSale Corp. (“AerSale”) will collectively hold
more than 50% of the outstanding voting interests of the post-Business Combination company. Moreover, investment funds and vehicles
managed by a single reporting entity which are existing stockholders will collectively hold more than 50% of the outstanding voting
interests of the post-Business Combination company, which the Company believes approaches the definition of a controlling financial
interest within the meaning of ASC 810-10-15-8. Because the matter is not free from doubt, and in light of the comment from the
Staff, the Company also considered the factors in paragraphs 805-10-55-11 through 55-15 in making the determination of the accounting
acquirer.

ASC 805 does not provide a hierarchy
to explain how to assess factors that influence the identification of an accounting acquirer in a business combination, effectively
concluding that no single criterion is more significant than any other.2
As a result, the Company considered the following factors holistically in determining that, in both the no redemption and maximum
redemption scenarios, AerSale is the accounting acquirer.

1
ASC 810-10 generally provides guidance with respect to entities subject to consolidation. ASC 805-10-25-5 provides
that the sections of ASC 810-10 related to determining the existence of a controlling financial interest shall be used to identify
the accounting acquirer in a business combination.

2
See Ernst & Young, Financial Reporting Developments:  Business Combinations
41 (rev. Oct. 2019).

    Page 3

805-10-55-11 In a business
combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity
that transfers the cash or other assets or incurs the liabilities.

No Redemption Scenario

The Company believes that in
the no redemption scenario, the Business Combination will be effected primarily by transferring cash. Pursuant to the Merger Agreement,
at the Closing AerSale stockholders will receive $250.0 million in cash and 15 million shares of Company common stock (valued at
$10.00 per share), which equates to 62.5% of consideration at the Closing consisting of cash. The AerSale stockholders will also
receive warrants to purchase an additional 2.5 million shares of Company common stock. Even if such warrants were valued at their
average exercise price of $13.75 per share, a majority of the value of the consideration paid at the Closing would consist of cash.

The Company believes this factor,
in isolation, points toward Monocle being the accounting acquirer in the no redemption scenario. However, because the Business
Combination contemplates a combination of both cash and stock as consideration, the other pertinent factors and circumstances identified
in ASC 805-10-55-12(a)-(d) are also considered in determining the accounting acquirer, based both on the language contained in
ASC 805-10-55-12 (which provides, in relevant part, that “other pertinent facts and circumstances also shall be considered
in identifying the acquirer in a business combination effected by exchanging equity interests”) and relevant accounting guidance.3

Maximum Redemption Scenario

The Company believes that in
the maximum redemption scenario, the Business Combination will be effected primarily by exchanging equity interests. Pursuant to
the Merger Agreement, at the Closing AerSale stockholders will receive $200.0 million in cash, 15 million shares of Company common
stock (valued at $10.00 per share), and 500,000 shares of Company Series A Preferred Stock (valued at $100 per share), which equates
to 50.0% of consideration at the Closing consisting of cash. The AerSale stockholders will also receive warrants to purchase an
additional 2.5 million shares of Company common stock. If the warrants are ascribed any value whatsoever, a majority of the consideration
paid at the Closing would consist of stock, not cash.

3
See Ernst & Young, Technical Line:  Navigating the Requirements for
Merging with a Special Purpose Acquisition Company 8 (2019) (“When a SPAC acquires a business for all cash consideration,
the SPAC is usually the accounting acquirer. But if the consideration is equity or a mix of cash and equity, determining the accounting
acquirer requires further evaluation.”).

    Page 4

The Company believes this factor
is accordingly not applicable in the maximum redemption scenario.

805-10-55-12 In a business
combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests.
However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. Subtopic 805-40
provides guidance on accounting for reverse acquisitions. Other pertinent facts and circumstances also shall be considered in identifying
the acquirer in a business combination effected by exchanging equity interests, including the following:

(a)     The
relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose
owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group
of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or
special voting arrangements and options, warrants, or convertible securities.

No Redemption Scenario

The Company believes that in
the no redemption scenario, the Business Combination will be effected in part by exchanging equity interests. The Company began
its analysis by considering the relative voting rights of the former Monocle stockholders and the former AerSale stockholders
in the post-Business Combination company immediately after the consummation of the Business Combination.4
The Company expects that the former Monocle stockholders will hold approximately 59.8% of the voting rights of the
Company and that the former AerSale stockholders will hold approximately 40.2% of the voting rights of the Company.

The Company believes this factor,
which otherwise would point toward Monocle being the accounting acquirer, should be considered in conjunction with the analysis
pursuant to ASC 805-10-55-12(b) discussed below.

4
This calculation includes Unvested Founders Shares and the Series A Preferred Stock because each of those securities votes with
the NewCo common stock (in the case of the Series A Preferred Stock, on an as-converted basis). The calculation does not include
warrants and earnout shares, each of which have a strike price at a significant premium to the $10 assumed common stock price on
which the transaction consideration is based. The Company believes this treatment is consistent with relevant accounting guidance.

    Page 5

Maximum Redemption Scenario

The Company believes that in
the maximum redemption scenario, the Business Combination will be effected primarily by exchanging equity interests. The Company
began its analysis by considering the relative voting rights of the former Monocle stockholders and the former AerSale stockholders
immediately after the consummation of the Business Combination. The Company expects that the former Monocle stockholders will hold
approximately 33.6% of the voting rights of the Company and that the former AerSale stockholders will hold approximately 66.4%
of the voting rights of the Company.

The Company believes this factor
points toward AerSale being the accounting acquirer.

(b)     The
existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant
voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest
minority voting interest in the combined entity.

No Redemption Scenario

The Company believes that this
factor indicates that entities should consider the underlying stockholder groups of the post-Business Combination company to determine
if a large minority voting interest exists when no organized group of stockholders has obtained control over the combined entity.
In the no redemption scenario, investment funds and vehicles managed by Leonard Green & Partners, L.P. (collectively, “LGP”)
will hold the largest voting interest in the combined Company equal to 34.5% (a substantial majority of which is held by a single
fund). Of the former Monocle stockholders, the Founders will own a 13.5% voting interest (divided between Monocle Partners, LLC
at 12.3% and Cowen Investments II LLC at 1.1%), and the remaining former Monocle public stockholders are a disparate group of investors.
Accordingly, the Company believes that LGP will have the largest voting influence over the post-Business Combination company by
a significant margin.

The Company believes this factor
strongly points toward AerSale being the accounting acquirer.

Maximum Redemption Scenario

In the maximum redemption scenario,
investment funds and vehicles managed by LGP will hold a majority voting interest in the combined Company equal to 57%. Of the
former Monocle stockholders, the Founders will own a 17.6% voting interest (divided between Monocle Partners, LLC at 16.0% and
Cowen Investments II LLC at 1.4%) and the remaining former Monocle public stockholders are a disparate group of investors. The
Company notes that, as a technical matter, this factor (which identifies large minority voting interests) is not applicable
because in the maximum redemption scenario LGP will have a majority voting interest in, and control, the post-Business Combination
company.

    Page 6

The Company believes this factor
strongly points toward AerSale being the accounting acquirer.

(c)     The
composition of the governing body of the combined entity. The acquirer usually is the combining entity whose owners have the ability
to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

No Redemption Scenario

In the no redemption scenario,
the Merger Agreement provide