SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2026

Nicolas Finazzo
Chief Executive Officer
AerSale Corp
9850 NW 41st St., Suite 400
Doral, FL 33178

 Re: AerSale Corp
 Preliminary Proxy Statement on Schedule 14A
 Filed April 16, 2026
Dear Nicolas Finazzo:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Eileen Vernon
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Eileen K. Vernon

 Counsel

 O 213.929.2551 | F 213.929.2525

 evernon@swlaw.com

 April 27, 2026

 Via EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549

 Attn:
 Eddie Kim

 Jason Drory

 Re: AerSale Corporation
Preliminary Proxy Statement on Schedule 14A
Filed April 16, 2026
File No. 1-38801

 Dear Ladies and Gentlemen:

 On behalf of AerSale Corporation (the " Company "),
we are providing this letter in response to comments received from the staff (the " Staff ") of the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the " Commission ") by letter dated April
23, 2026 (the " Comment Letter ") with respect to the Company's Preliminary Proxy Statement on Schedule
14A, as filed on April 16, 2026 (the " Preliminary Proxy Statement "). Substantially concurrently with the submission
of this letter, the Company is filing an Amendment No. 1 to the Preliminary Proxy Statement (" Amendment No. 1 ")
with the Commission through its EDGAR system.

 Set forth below are the Company's responses
to the comments raised in the Comment Letter. For the convenience of the Staff, the text of the comments in the Comment Letter has been
reproduced in bold herein, and the comments have been numbered to correspond with the numbers of the comments in the Comment Letter. The
Company has provided its response immediately after each numbered comment. Capitalized terms used and not defined herein have the meanings
given to such terms in Amendment No. 1. All references to page numbers in the Company's responses below correspond to the page numbers
in Amendment No. 1.

 Snell & Wilmer | 350 South Grand Avenue |
Suite 3100 | Los Angeles, CA 90071
 SWLAW.COM

 April 27, 2026

 Page
 2

 Preliminary Proxy Statement on Schedule 14A filed April 16, 2026

 PROPOSAL 3: APPROVAL OF REDOMESTICATION FROM DELAWARE TO TEXAS,
BY CONVERSION

 Texas
Will Be the Sole and Exclusive Forum for Certain Types of Actions and Proceedings, page 23

 1. We note the following disclosure: "In addition, the Texas Bylaws provide that the federal district
courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended (the 'Securities Act')." We also note, however, your disclosure on page 31, stating
that the "forum selection clause shall not apply to any direct claims under the Securities Act or the Exchange Act." Please
revise for consistency and to disclose whether the forum selection clause will or will not apply to any direct action to enforce rights
under the Exchange Act or Securities Act. In this regard, we also note the following disclosure on page D-20: "For the avoidance
of doubt, nothing contained in this first paragraph of Section 8.7 of this Article VIII shall apply to any action brought to enforce a
duty or liability created by the Securities Act of 1933, as amended (the '1933 Act'), or the 1934 Act."

 Response :

 The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on pages 23, 31 and D-20 of Amendment No. 1 in accordance with the Staff's
comment.

 2. Please revise here, and throughout the preliminary proxy statement as relevant, to disclose any material
risks to investors, including, but not limited to, increased costs to bring a claim and that the provision can discourage claims or limit
investors' ability to bring a claim in a judicial forum that they find favorable. Please also discuss whether there is uncertainty
as to whether a court would enforce your exclusive forum provision.

 Response :

 The Company respectfully acknowledges
the Staff's comment and has revised the disclosure on page 23 of Amendment No. 1 in accordance with the Staff's comment.

 If you have any questions or comments regarding
the Company's responses to the Staff's comments, please feel free to contact me directly at (213) 929-2551 or at evernon@swlaw.com.

 Sincerely,

 Snell & Wilmer L.L.P.

 /s/ Eileen Vernon

 Eileen K. Vernon

 cc:
 Nicolas Finazzo , Chief Executive Officer, AerSale Corporation
(via e-mail)

 Paul Hechenberger , Senior Vice President, General Counsel
and Corporate Secretary, AerSale Corporation (via e-mail)

 Jeffrey Beck, Snell & Wilmer L.L.P. (via e-mail)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2026

Nicolas Finazzo
Chief Executive Officer
AerSale Corp
9850 NW 41st St., Suite 400
Doral, FL 33178

 Re: AerSale Corp
 Preliminary Proxy Statement on Schedule 14A
 Filed April 16, 2026
 File No. 1-38801
Dear Nicolas Finazzo:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed April 16, 2026
PROPOSAL 3: APPROVAL OF REDOMESTICATION FROM DELAWARE TO TEXAS, BY
CONVERSION
Texas Will Be the Sole and Exclusive Forum for Certain Types of Actions and
Proceedings,
page 23

1. We note the following disclosure: "In addition, the Texas Bylaws provide
that the federal
 district courts of the United States shall be the sole and exclusive
forum for the resolution
 of any complaint asserting a cause of action arising under the
Securities Act of 1933, as
 amended (the 'Securities Act')." We also note, however, your disclosure
on page 31,
 stating that the "forum selection clause shall not apply to any direct
claims under the
 Securities Act or the Exchange Act." Please revise for consistency and
to disclose
 whether the forum selection clause will or will not apply to any direct
action to enforce
 rights under the Exchange Act or Securities Act. In this regard, we also
note the
 following disclosure on page D-20: "For the avoidance of doubt, nothing
contained in
 this first paragraph of Section 8.7 of this Article VIII shall apply to
any action brought to
 enforce a duty or liability created by the Securities Act of 1933, as
amended (the '1933
 Act'), or the 1934 Act."
 April 23, 2026
Page 2

2. Please revise here, and throughout the preliminary proxy statement as
relevant, to
 disclose any material risks to investors, including, but not limited to,
increased costs to
 bring a claim and that the provision can discourage claims or limit
investors ability to
 bring a claim in a judicial forum that they find favorable. Please also
discuss whether
 there is uncertainty as to whether a court would enforce your exclusive
forum provision.
 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.

 Please contact Eddie Kim at 202-551-8713 or Jason Drory at 202-551-8342
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Eileen Vernon
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
January 9, 2024
Nicolas Finazzo
Chief Executive Officer
AerSale Corporation
255 Alhambra Plaza, Suite 435
Coral Gables, FL 33134
Re:AerSale Corporation
Registration Statement on Form S-3
Filed January 5, 2024
File No. 333-276407
Dear Nicolas Finazzo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Paul Kukish

CORRESP
1
filename1.htm

AerSale Corporation

255 Alhambra Circle, Suite 435

Coral Gables, Florida 33134

January 9, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington,
D.C. 20549-6010

Attention: Rebekah Reed

 Re: AerSale Corporation

Registration Statement on Form S-3 (Registration No. 333-276407)

Request for Acceleration of Effective Date

To the addresses
set forth above:

In accordance with Rule 461 under the United
States Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3
(File No. 333-276407) (the “Registration Statement”), of AerSale Corporation (the “Company”).

We
respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Thursday, January 11, 2024,
or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the United States Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling John J. Slater at (212) 906-1675.

Thank you for your assistance
in this matter.

    Sincerely,

    AerSale Corporation

    By:
    /s/ James Fry

    Name: James Fry

    Title: General Counsel

CORRESP
1
filename1.htm

AerSale Corporation

255 Alhambra Circle, Suite 435

Coral Gables, Florida 33134

March 23, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Rucha Pandit

 Re: AerSale Corporation

Registration Statement on Form S-3 (Registration No. 333-270323)

Request for Acceleration of Effective Date

To the addresses
set forth above:

In accordance with Rule 461 under the United States
Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File
No. 333-270323) (the “Registration Statement”), of AerSale Corporation (the “Company”).

We respectfully request that the Registration
Statement become effective as of 4:00 p.m., Eastern Time, on Monday, March 27, 2023, or
at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation
Finance of the United States Securities and Exchange Commission.

Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling John J. Slater at (212) 906-1675.

Thank you for your assistance
in this matter.

    Sincerely,

    AerSale Corporation

    By:
    /s/ James Fry

    Name: James Fry

    Title: General Counsel

United States securities and exchange commission logo
March 10, 2023
James Fry
General Counsel
AerSale Corp
255 Alhambra Plaza, Suite 435
Coral Gables, FL 33134
Re:AerSale Corp
Registration Statement on Form S-3
Filed March 7, 2023
File No. 333-270323
Dear James Fry:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Paul Kukish

CORRESP
1
filename1.htm

    1271 Avenue of the Americas

    New York, New York 10020-1401

    Tel: +1.212.906.1200 Fax: +1.212.751.4864

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    San Diego

    Düsseldorf
    San Francisco

    Frankfurt
    Seoul

    Hamburg
    Shanghai

    Hong Kong
    Silicon Valley

    Houston
    Singapore

    London
    Tel Aviv

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

March 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: AerSale Corporation – Registration Statement on Form S-3

To the addressee set forth above:

On behalf of AerSale Corporation., a Delaware corporation
(the “Company”), we have filed a Registration Statement on Form S-3 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) relating to 8,679,171 shares of the Company’s
common stock, $0.0001 par value per share, to be offered and sold by certain stockholders of the Company pursuant to the Securities Act
of 1933, as amended.

The Company hereby also advises the Commission
that it plans to file an amendment (the “10-K Amendment”) to its annual report on Form 10-K, filed on March
7, 2023, to include the information required by Part III of Form 10-K. The Company will not request acceleration of the effective date
of the Registration Statement until the 10-K Amendment has been filed.

Should any members of the staff of the Commission
have any questions or comments concerning this submission, please contact me at (212) 906-1675 or john.slater@lw.com.

Securities and Exchange Commission

March 7, 2023

Page 2

    Sincerely,

    /s/ John J. Slater

    John J. Slater

    of Latham & Watkins LLP

Enclosure

 cc: Nicolas Finazzo, Chairman and Chief Executive Officer, AerSale Corporation.

                                                                                Martin Garmendia, Chief Financial Officer, AerSale Corporation.

                                                                                James Fry, General Counsel, AerSale Corporation.

United States securities and exchange commission logo
January 12, 2022
Martin Garmendia
Chief Financial Officer
AerSale Corp
255 Alhambra Circle, Suite 435
Coral Gables, Florida 33134
Re:AerSale Corp
Registration Statement on Form S-3
Filed January 5, 2022
File No. 333-262009
Dear Mr. Garmendia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jennie Beysolow at 202-551-8108 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shane Segarra, Esq.

CORRESP
1
filename1.htm

AerSale Corporation

255 Alhambra Circle, Suite 435

Coral Gables, Florida 33134

​

January 12, 2022

​

VIA EDGAR

​

Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549-6010

Attention: Jennie Beysolow

​

Re:AerSale Corporation

Registration Statement on Form S-3 (Registration No. 333-262009)

Request for Acceleration of Effective Date

​

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-262009) (the “Registration Statement”) of AerSale Corporation (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on January 13, 2022, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Holland & Knight LLP, by calling Shane Segarra at (305) 789-7568.

We understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Shane Segarra of Holland & Knight LLP at the number set forth above.

Thank you for your assistance.

Very truly yours,

AERSALE CORPORATION

​
By: /s/ Martin Garmendia

Name: Martin Garmendia

Title: Chief Financial Officer

United States securities and exchange commission logo
October 20, 2021
Martin Garmendia
Chief Financial Officer, Treasurer and Secretary
AerSale Corporation
121 Alhambra Plaza
Suite 1700
Coral Gables , FL 33134
Re:AerSale Corp
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 16, 2021
Form 10-Q for the Quarter Ended June 30, 2021
Filed August 9, 2021
File No. 001-38801
Dear Mr. Garmendia:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

​

September 15, 2021

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Ms. Amy Geddes and Ms. Aamira Chaudhry

Division of Corporation Finance, Office of Trade & Services

100 F Street, NE

Washington, DC 20549

RE: AerSale Corporation

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed March 16, 2021

Form 10-Q for the Quarter Ended June 30, 2021

Filed August 9, 2021

File No. 001-38801

Dear Ms. Geddes and Ms. Chaudhry,

AerSale Corporation (the “Company”) respectfully acknowledges receipt of and is pleased to respond to the comments from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) on our Form 10-K for the fiscal year ended December 31, 2020 and Form 10-Q for the quarter ended June 30, 2021. Below is our response to the comment in your letter dated August 31, 2021. For your convenience of reference and review, we have repeated your comment as presented in the letter in bold and replied immediately under the comment.

Form 10-K for the Fiscal Year Ended December 31, 2020

Accounts Receivable, page 48

1. We note you have recorded an insurance receivable of $2.5 million related to aircraft leased to Air Indus that suffered significant damage as the result of a terrorist attack on June 9, 2014. You also disclose that you are working with the insurance company to negotiate final settlement. Please tell us in further detail how you determined recovery of this insurance receivable is probable.

The insurance receivable balance of $2.5 million is the measure of the loss incurred as a result of a terrorist attack that damaged one of our aircraft on lease and was based on the delta between the net book value of the asset and its estimated salvage value immediately following this event. This aircraft was covered by the lessee’s insurance policy, as well as a secondary coverage from the Company’s aviation insurance, and the terrorist attack was deemed to be an insurable event. Following the incident and the immediate damage assessment, AerSale received a settlement offer in an amount sufficient to cover the loss amount. AerSale declined this offer because the covered

value in the event of a total loss was $10 million, and a total loss would be triggered if required repairs were to exceed 75% of that amount. Original repair estimates after the incident ranged from $8 million to $10 million, which indicated that the incident would qualify as a total loss.

In accordance with ASC 610-30-25-2 Other Income — Gains and Losses on Involuntary Conversions:

 An involuntary conversion of a nonmonetary asset to monetary assets and the subsequent reinvestment of the monetary assets is not equivalent to an exchange transaction between an entity and another entity. The conversion of a nonmonetary asset to monetary assets is a monetary transaction, whether the conversion is voluntary or involuntary, and such a conversion differs from exchange transactions that involve only nonmonetary assets. To the extent the cost of a nonmonetary asset differs from the amount of monetary assets received, the transaction results in the realization of a gain or loss that shall be recognized.

Furthermore, as noted in ASC 610-30-25-4

In some cases, a nonmonetary asset may be destroyed or damaged in one accounting period, and the amount of monetary assets to be received is not determinable until a subsequent accounting period. In those cases, gain or loss shall be recognized in accordance with Topic ASC 450.

Based on this guidance, we determined that the impairment on the aircraft would be fully offset by the amount of insurance proceeds even if the full refund amount was not determinable at the time of the incident, provided that the original repair assessment and the amount of insurance coverage significantly exceeded the asset impairment amount of $2.5 million; and any amount potentially realizable in excess of the cost basis of the damage would trigger a gain contingency under ASC 450-30 to be recognized when realized (ASC 450-30-25). As such, we recognized an insurance receivable equal to the impairment amount and deferred recognition of any contingent gains until realized.

When assessing the probability of collection of sufficient insurance proceeds to cover the impairment amount of $2.5 million, we evaluated the following factors:

 1) Damage was covered by the insurance policy on the asset.

 2) Insurer acknowledged that AerSale had a valid claim (no claim dispute).

 3) Receipt of a settlement offer which supports AerSale’s claim validity.

 4) Original repair estimates supported amounts significantly higher than the recorded receivable amount of $2.5 million, which indicated a high probability of loss recovery.

We then concluded in the year of the incident, that recovery of the impairment amount of $2.5 million was probable.

As part of the insurance claim process, additional inspections of the asset were required, but these were made difficult as we had limited access to the asset as it was located at an airport in Karachi, Pakistan. Upon further inspections, damages were quoted between $6.3 million to $8.5 million. We also received an additional settlement offer in excess of the recorded receivable amount, but below the quoted damages which we also declined. Other factors considered in assessing the probably of collection as of December 31, 2020 include:

 1) A settlement amount in excess of the receivable amount has been agreed upon by the lead insurer and a settlement agreement has been drafted and settlement amounts have been placed into escrow. Delay in finalizing the settlement has been due to a reinsurer located in Pakistan, who has noted that the impacts of COVID-19 have not allowed it to conclude on the settlement.

 2) We have been advised by our external counsel that despite the delays, collection of the settlement amount continues to be probable.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note B. Summary of Significant Accounting Policies

Inventory, page 48

2. We note for that for aircraft and engine parts that originate from dismantled aircraft and engines, cost is determined using a ratio calculated based on the relationship of the cost of the dismantled aircraft or engine at the time of purchase to the total estimated sales value of the dismantled aircraft or engine at the time of purchase. You further state that "At the time of sale, this ratio is applied to the sale price of each individual airframe and/or engine part to determine its allocated cost." Please tell us in further detail how this ratio is

calculated and applied, please provide us an example.

The Company’s Asset Management segment is in the business of buying whole airplanes or engines and performing teardowns in order to monetize the individual parts and components. The related inventory cost primarily consists of: (i) the book value cost of the asset at the time of dismantlement or “LOT” cost; and (ii) the price paid for part repairs, which is tracked and identifiable at the part level. Our experience has proven that an effort to allocate LOT cost at the part level at the time of dismantlement is not practical and would not yield more accurate cost matching. This is because this approach also entails a margin estimate and a judgmental allocation of the asset cost to its components at a point in time when various factors that affect the margin estimate are unknown, and such an early cost allocation will most likely require a subsequent cost adjustment at the part level as the estimates that gave rise to the cost allocation change over time. As such, LOT cost is separately tracked at the product line level (i.e., A320, B757, CF6-80, etc) and allocated to the parts at the time of sale. In order to release LOT cost, we determine the ratio that would allow us to completely apply our inventory LOT cost to the estimated inventory value based on future sales projections. We then apply this ratio to parts at the time of sale to determine

the cost of sale amount related to LOT cost. Repair cost is specifically identifiable and does not require a cost allocation methodology.

We consider this methodology to be acceptable under ASC 330-10-30-13, where it states that “in some situations a reversed mark-up procedure of inventory pricing, such as the retail inventory method, may be both practical and appropriate. The business operations in some cases may be such as to make it desirable to apply one of the acceptable methods of determining cost to one portion of the inventory or components thereof and another of the acceptable methods to other portions of the inventory.”

We periodically monitor our estimates used to determine our inventory’s realizable value using the latest sales volume and pricing at the part level each reporting period; and can therefore adjust our margins based on any changes to market dynamics.

Example (using rounded values for convenience):

An engine net book value at the time of teardown is $1 million and belongs to the CF6-80 product line, which has been determined will generate $50 million in net revenues and has a total cost (LOT plus repair cost) of $40 million for a projected margin of 20% of the sales price. Assume there is a part for which we have incurred $0.1 million in repair charges and is being sold for $0.5 million. Our cost calculation would be as follows:

LOT margin rate calculation

(Projected net sales – total cost) / Projected net sales

(50,000,000 – 40,000,000) / 50,000,000 = 20%

LOT cost calculation:

(sales price – repair cost) x (1-margin rate) = LOT cost reduction

         ($500,000 – $100,000) x 80% = 320,000

Total cost of goods sold calculation:

(sales price – repair cost) x (1-margin rate) + (repair cost) = Total cost

[($500,000 – $100,000) x 80%] + 100,000 = $420,000

Based on this example, the margin on this sale would be $80,000 or 16% of the sales price.

Please note that a sale of material with no repair cost would generate a 20% margin; and conversely, a sale of material where repair cost equals price would generate no margin.

​

Form 10-Q for the Quarter Ended June 30, 2021

Note B. Summary of Significant Accounting Policies

Revision of Prior Period Financial Statements, page 7

3. We note that you identified and corrected errors related to the classification of your private warrants. You further disclose that as a result of your review of the SEC April 12, 2021 Public Statement on warrants you concluded that your private warrants do not meet the conditions to be classified as equity and instead should be classified as liabilities. Please tell us how you account for your public warrants. If you account for them as equity, please provide us with your analysis under ASC 815-40 to support your accounting treatment for the warrants. As part of your analysis, please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance with the guidance in ASC 815-40.

AerSale advises the Staff that following further analysis and consideration of the statement issued by John Coates, Acting Director, Division of Corporation Finance, and Paul  Munter, Acting Chief Accountant, that highlighted a number of important financial reporting considerations; among other things, reporting considerations for warrants issued by special purpose acquisition companies (SPACs), we reevaluated the accounting treatment of our warrants and concluded that our Private Warrants should be classified as liabilities, which resulted in a correction of  error in the prior period financial statements reported on the Company’s Form 10-Q.

Concurrently, we evaluated the Company’s Public Warrants and confirmed that equity treatment was the appropriate classification. This was based on the fact that the Company’s Public Warrants do not have any contingency or settlement provisions that would cause them to fail either the indexation criteria or the settlement criteria as described in ASC 815-40. See additional details below.

Assessment of Public Warrants

In determining the classification of the Public Warrants, management has considered the accounting guidance in ASC 815 - Derivatives and Hedging (“ASC 815”) and ASC 480 – Distinguishing Liabilities from Equity (“ASC 480”), to establish whether the Public Warrants are (a) freestanding or embedded and (b) indexed to and settled in the Company’s stock meeting the qualifications of equity classification.

(a) Public Warrants are freestanding or embedded

Each Public Warrant entitles the holder thereof to purchase one share of common stock of the Company, for $11.50 per share, subject to adjustments as described in the warrant agreement (“Warrant Agreement”). The Public Warrants (Nasdaq: ASLEW) are publicly traded under a separate ticker from the Company’s shares of common stock (Nasdaq: ASLE) and therefore, management concluded that Public Warrants are freestanding financial instruments.

(b) Indexation and Settlement to and in the Company’s Stock

In determining whether the Public Warrants are indexed to and settled in the Company’s common stock, and whether an instrument that is indexed to the issuer’s own stock should be classified as a liability/asset or equity in accordance with ASC 815-40, management has evaluated the following exercise contingencies and settlement provisions in the Warrant Agreement,

​

​

 ​

 ​

​

​

Provision

 ASC 815-40-15 (Indexation) Assessment

 ASC 815-40-25

(Settlement) Assessment

Section 3.3.1(b)

​

In the event of a redemption pursuant to Section 6 hereof in which the Company’s board of directors (the “Board ”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the volume weighted average price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;

​

Section 6.1 Redemption

​

Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon

 These provisions of the Warrant Agreement provide the Company a call option to redeem, not less than all of the outstanding Public Warrants, at any time while they are exercisable and prior to their expiration provided that the sales price of the common stock has been $18.00 on each of twenty (20) trading days within a thirty (30) day period. The Company considered the $0.01 redemption price to be a non-substantive

settlement feature as the warrant is only redeemable in situations when it has

significant intrinsic value. As a result, holders of the warrants would be expected to exercise their warrants as opposed to receiving a $0.01 payment from the company. The redemption option effectively shortens the maturity of the warrants when (1)

stock price is greater than $18 and (2) the Company

 Since the cash settlement for $0.01 is non-substantive, this provision does not preclude equity classification of the warrant since this provision will only result in either net share settlement or the public warrant hold

United States securities and exchange commission logo
August 31, 2021
Martin Garmendia
Chief Financial Officer, Treasurer and Secretary
AerSale Corporation
121 Alhambra Plaza
Suite 1700
Coral Gables , FL 33134
Re:AerSale Corp
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 16, 2021
Form 10-Q for the Quarter Ended June 30, 2021
Filed August 9, 2021
File No. 001-38801
Dear Mr. Garmendia:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Accounts Receivable, page 48
1.We note you have recorded an insurance receivable of $2.5 million related to aircraft
leased to Air Indus that suffered significant damage as the result of a terrorist attack on
June 9, 2014. You also disclose that you are working with the insurance company to
negotiate final settlement. Please tell us in further detail how you determined recovery of
this insurance receivable is probable.
Item 8. Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
Note B. Summary of Significant Accounting Policies

 FirstName LastNameMartin Garmendia
 Comapany NameAerSale Corporation
 August 31, 2021 Page 2
 FirstName LastName
Martin Garmendia
AerSale Corporation
August 31, 2021
Page 2
Inventory, page 48
2.We note for that for aircraft and engine parts that originate from dismantled aircraft and
engines, cost is determined using a ratio calculated based on the relationship of the cost of
the dismantled aircraft or engine at the time of purchase to the total estimated sales value
of the dismantled aircraft or engine at the time of purchase. You further state that "At the
time of sale, this ratio is applied to the sale price of each individual airframe and/or engine
part to determine its allocated cost." Please tell us in further detail how this ratio is
calculated and applied, please provide us an example.
Form 10-Q for the Quarter Ended June 30, 2021
Note B. Summary of Significant Accounting Policies
Revision of Prior Period Financial Statements, page 7
3.We note that you identified and corrected errors related to the classification of your
private warrants. You further disclose that as a result of your review of the SEC April 12,
2021 Public Statement on warrants you concluded that your private warrants do not meet
the conditions to be classified as equity and instead should be classified as liabilities.
Please tell us how you account for your public warrants. If you account for them as equity,
please provide us with your analysis under ASC 815-40 to support your accounting
treatment for the warrants. As part of your analysis, please address whether there are any
terms or provisions in the warrant agreement that provide for potential changes to the
settlement amounts that are dependent upon the characteristics of the holder of the
warrant, and if so, how you analyzed those provisions in accordance with the guidance in
ASC 815-40.
            In closing, 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.
            You may contact Amy Geddes at 202-551-3304 or Aamira Chaudhry at 202-551-3389
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

AerSale Corporation

121 Alhambra Plaza, Suite 1700

Coral
Gables, Florida 33134

February 4, 2021

VIA EDGAR TRANSMISSION

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Donald Field

    Re:
    AerSale Corporation

    Registration Statement on Form S-1 (Registration No. 333-252703)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of
1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended
(File No. 333-252703) (the “Registration Statement”) of AerSale Corporation (the “Company”). We respectfully
request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on February 8, 2021, or as soon as
practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Latham & Watkins LLP, by calling Stelios Saffos at (212) 906-4520.

We understand that the staff of the Securities and Exchange
Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions
regarding the foregoing, please contact Stelios Saffos of Latham & Watkins LLP at the number set forth above.

Thank you for your assistance in this matter.

    Very truly yours,

    AerSale Corporation

    By:
    /s/
Nicolas Finazzo

    Name: Nicolas Finazzo

    Title: Chief Executive Officer

United States securities and exchange commission logo
January 25, 2021
Nicolas Finazzo
Chief Executive Officer
AerSale Corporation
121 Alhambra Plaza, Suite 1700
Coral Gables, FL 33134
Re:AerSale Corporation
Draft Registration Statement on Form S-1
Submitted January 19, 2021
CIK No. 0001754170
Dear Mr. Finazzo:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Monocle
Acquisition Corporation

750 Lexington Avenue, Suite 1501

New York, NY 10022

February 6, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Donald Field, Attorney-Advisor

 Re: Monocle Acquisition Corporation

Registration Statement on Form S-1

File No. 333-228470​

Dear Mr. Field:

Monocle Acquisition Corporation (the “Company”)
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, as amended (File No. 333-228470),
be accelerated under Rule 461 of the Securities Act of 1933, as amended, so that it will be declared effective at 4:00 p.m., Eastern
time, on Wednesday, February 6, 2019, or as soon thereafter as possible.

[Remainder of page intentionally left
blank.]

    Sincerely,

MONOCLE ACQUISITION CORPORATION

    By:
    /s/ Eric J. Zahler

    Name:
    Eric J. Zahler

    Title:
    President and Chief Executive
        Officer

[Signature
Page to Acceleration Request]

CORRESP
1
filename1.htm

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

February 6, 2019

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Donald Field,
Attorney-Advisor

    Re:

    Monocle Acquisition Corporation

    Registration Statement on Form S-1

    Filed November 19, 2018, as amended

    File No. 333-228470

Dear Mr. Field:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other
several Underwriters, hereby joins in the request of Monocle Acquisition Corporation that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. EST on Wednesday, February 6, 2019, or
as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules
and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 90 copies of the Preliminary
Prospectus dated February 6, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail
investors and others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

Very truly yours,

COWEN AND COMPANY, LLC

As Representative of the several Underwriters

By: /s/ William Follis

Name: William Follis

Title: Managing Director

CORRESP
1
filename1.htm

Jason T. Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

SimonJ@gtlaw.com

January 3, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Donald Field, Attorney-Advisor

 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. Field:

On behalf of Monocle Acquisition Corporation
(the “Company”), we are hereby responding to the letter, dated December 4, 2018 (the “Comment Letter”),
from the Division of Corporation Finance, Office of Information Technologies and Services (the “Staff”) of the Securities
and Exchange Commission, regarding the Company’s Registration Statement on Form S-1 filed on November 19, 2018 (the “Registration
Statement”) and the Company’s Amendment No. 1 to the Registration Statement filed on November 21, 2018. In response
to the Comment Letter and to update certain information in the Registration Statement, the Company is filing Amendment No. 2 to
the Registration Statement with the Commission, today.

For ease of reference, the text of each
of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s
response.

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.

    United States Securities and Exchange Commission

Division of Corporation Finance

January 3, 2019

Page 2

Response: The Company
has revised its disclosure on pages 45 and 116 of the Registration Statement in response to the Staff’s comment.

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.

Response: The Company
has revised its disclosure on pages 44, 45 and 116 of the Registration Statement in response to the Staff’s comment.

* * *

Please do not hesitate to call me at (703)
749-1386 should you have any questions regarding the Registration Statement or the above responses.

Sincerely yours,

/s/ Jason T. Simon

Jason T. Simon

 cc: Monocle Acquisition Corporation

Alan I. Annex, Esq.

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

CORRESP
1
filename1.htm

Jason T. Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

SimonJ@gtlaw.com

November 19, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Donald Field, Attorney-Advisor

 Re: Monocle Acquisition Corporation

Draft Registration Statement on Form S-1

Submitted October 2, 2018

CIK No. 0001754170

Dear Mr. Field:

On behalf of Monocle Acquisition Corporation
(the “Company”), we are hereby responding to the letter, dated October 29, 2018 (the “Comment Letter”),
from the Division of Corporation Finance, Office of Information Technologies and Services (the “Staff”) of the Securities
and Exchange Commission, regarding the Company’s Draft Registration Statement on Form S-1 confidentially submitted on October
2, 2018 (the “Draft Registration Statement”). In response to the Comment Letter and to update certain information in
the Draft Registration Statement, the Company is publicly filing its Registration Statement on Form S-1 (the “Registration
Statement”) with the Commission, today.

For ease of reference, the text of each
of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s
response.

Draft Registration Statement on Form
S-1

Exclusive Forum Selection, page 110

 1. We note that your forum selection provision in your amended and restated certificate of incorporation
identifies the Court of Chancery in the State of Delaware as the exclusive forum for certain litigation, including any “derivative
actions.” Please disclose whether this provision applies to actions arising under the federal securities laws. In that regard,
we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions arising
under the federal securities laws, please ensure that the exclusive forum provision in your amended and restated certificate of
incorporation states this clearly.

United States Securities and Exchange Commission

Division of Corporation Finance

November 19, 2018

Page 2

Response: In response
to the Staff’s comment, the Company supplementally advises the Staff that the forum selection provision in its amended and
restated certificate of incorporation will not apply to suits to enforce a duty or liability created by the Securities Exchange
Act of 1934, and that the provision will provide that the federal district courts of the United States will be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. The Company has revised
its disclosure on pages 44, 45 and 116 of the Registration Statement accordingly.

Financial Statements

Report of Independent Registered Public
Accounting Firm, page F-2

 2. Please tell us how your independent registered public accounting firm considered including an
explanatory paragraph in its report regarding substantial doubt about the company’s ability to continue as a going concern.
We refer you to PCAOB auditing standards AS 3101.18a and AS 2415.

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the independent registered public accounting firm
considered both AS 3101.18a and AS 2415 in evaluating substantial doubt about the Company’s ability to continue as a going
concern and concluded that management’s plans were sufficient to alleviate substantial doubt about the Company’s ability
to continue as a going concern, and that the assessment and conditions are adequately disclosed in the revised notes in accordance
with ASC 205-40-50.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting
Policies

Basis of Presentation, page F-9

 3. You disclose that you have access to funds from the sponsor that are sufficient to fund the
working capital needs of the company until the earlier of the consummation of the proposed public offering or one year from the
date of issuance of the financial statements. However, your disclosure on page F-12 indicates that the promissory note from the
sponsor is due on March 31, 2019. Please clarify your disclosures to describe any other firm funding commitments you have from
the sponsor. Otherwise, please tell us how you considered disclosing that there is substantial doubt about the company’s
ability to continue as a going concern within one year after the date that the financial statements have been issued. We refer
you to ASC 205-40-50.

United States Securities and Exchange Commission

Division of Corporation Finance

November 19, 2018

Page 3

Response: The Company
acknowledges the Staff’s comment and respectfully advises the Staff that while the maturity date of the sponsor loan is March
31, 2019, the sponsor has the ability and intention to extend the repayment of the promissory note if the proposed public offering
is not consummated by such date. The Company respectfully advises the Staff that Note 2 to the financial statements in the Registration
Statement has been revised to disclose this ability and intention. Additionally, it is the sponsor’s intent to make available
loans to the Company, either directly or by facilitating such loans through affiliates of the founders or certain officers and
directors of the Company management team or the sponsor, in order to further fund working capital needs, if necessary. The availability
of these loans is discussed throughout the Registration Statement (including in Note 5 to financial statements – Related
Party Loans), and the risks associated with reliance on this source of funding is described on pages 37 and 38.

Management considered the following
guidance and conclusions in accordance with ASC 205-40-50. Management concluded due to negative working capital as of the balance
sheet date, that there were conditions that raise doubt about the Company’s ability to continue as a going concern and therefore
required the following disclosures:

 a. Principal conditions or events that raised substantial doubt about the entity’s ability to
continue as a going concern (before consideration of management’s plans);

 b. Management’s evaluation of the significance of those conditions or events in relation to
the entity’s ability to meet its obligations; and

 c. Management’s plans that alleviated substantial doubt about the entity’s ability to
continue as a going concern.

Based on the
ability to extend the promissory note, if necessary, and the access to additional funds if necessary as further disclosed in the
notes, management concluded that their plans alleviated substantial doubt about the Company’s ability to continue as a going
concern.

General

 4. Please provide us with copies of all written communications, as defined in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d)
of the Securities Act, whether or not they retain copies of the communications.

Response: The Company
will supplementally provide to the Staff, in care of Mr. Field, a copy of the presentation that has been used by the Company in
meetings with potential investors in reliance on Section 5(d) of the Securities Act. No other written communications have been
presented by the Company (or by anyone authorized to do so on the Company’s behalf) to potential investors in reliance on
Section 5(d) of the Securities Act.

*                     *                     *

United States Securities and Exchange Commission

Division of Corporation Finance

November 19, 2018

Page 4

Please do not hesitate to call me at (703)
749-1386 should you have any questions regarding the Registration Statement or the above responses.

Sincerely yours,

/s/ Jason T. Simon

Jason T. Simon

    cc:
    Monocle Acquisition Corporation

    Alan I. Annex, Esq.

October 29, 2018
Eric J. Zahler
Chief Executive Officer
Monocle Acquisition Corporation
750 Lexington Avenue, Suite 1501
New York, NY 10022
Re:Monocle Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted October 2, 2018
CIK No. 0001754170
Dear Mr. Zahler:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Exclusive Forum Selection, page 110
1.We note that your forum selection provision in your amended and restated certificate of
incorporation identifies the Court of Chancery in the State of Delaware as the exclusive
forum for certain litigation, including any “derivative actions.”  Please disclose whether
this provision applies to actions arising under the federal securities laws.  In that regard,
we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder.  If this provision does not apply to actions arising under the federal

 FirstName LastNameEric J. Zahler
 Comapany NameMonocle Acquisition Corporation
 October 29, 2018 Page 2
 FirstName LastName
Eric J. Zahler
Monocle Acquisition Corporation
October 29, 2018
Page 2
securities laws, please ensure that the exclusive forum provision in your amended and
restated certificate of incorporation states this clearly.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2.Please tell us how your independent registered public accounting firm considered
including an explanatory paragraph in its report regarding substantial doubt about the
company’s ability to continue as a going concern.  We refer you to PCAOB auditing
standards AS 3101.18a and AS 2415.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page F-9
3.You disclose that you have access to funds from the sponsor that are sufficient to fund the
working capital needs of the company until the earlier of the consummation of the
proposed public offering or one year from the date of issuance of the financial statements.
However, your disclosure on page F-12 indicates that the promissory note from the
sponsor is due on March 31, 2019.  Please clarify your disclosures to describe any other
firm funding commitments you have from the sponsor.  Otherwise, please tell us how you
considered disclosing that there is substantial doubt about the company’s ability to
continue as a going concern within one year after the date that the financial statements
have been issued.  We refer you to ASC 205-40-50.
General
4.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
            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