​

​

​

​

​

•

•

•

​

■

■

■

■

■

■

■

■

■

■

■

■

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

Parties to the Business Combination

Monocle

Monocle is a blank check company incorporated on August 20, 2018 as a Delaware corporation and formed for the purpose of effecting a business combination with one or more businesses. Monocle was formed to pursue an acquisition of a market leading company in the aerospace and defense, industrial, and technology and telecommunications sectors. Monocle is sponsored by Monocle Partners, LLC, a Delaware limited liability company affiliated with Monocle’s executive officers and certain Monocle directors.

Monocle’s common stock, units and warrants are traded on the Nasdaq Capital Market under the ticker symbols “MNCL,” “MNCLU” and “MNCLW,” respectively.

The mailing address of Monocle’s principal executive office is 750 Lexington Avenue, Suite 1501, New York, New York 10022. After the Business Combination, its principal executive office will be that of AerSale, which is set forth below.

AerSale

AerSale provides full-service aftermarket support to owners and operators of used commercial aircraft who lack the infrastructure and/or expertise to cost effectively maintain and manage aircraft during the second half of their operating life through their retirement from service. AerSale’s Asset Management Solutions segment, which represented 84% of its revenue during the fiscal year ended December 31, 2018, and 74% of its forecasted 2019 revenue on a pro forma basis, acquires used commercial aircraft and engines (“Flight Equipment”) from airlines and leasing companies as feedstock to support the Company’s business activities. Asset Management Solutions activities include the sale and lease of aircraft and engines, in addition to their disassembly for component parts (used serviceable material, “USM”) that can be utilized as spare parts to support both third-party sales, and portfolio asset maintenance. AerSale’s TechOps segment, which represented 16% of its revenue during the fiscal year ended December 31, 2018, and 26% of its forecasted 2019 revenue on a pro forma basis, provides maintenance, repair and overhaul (“MRO”) services, in addition to aircraft modifications and upgrades to support the world’s most popular commercial aircraft, engines and components.

For the fiscal year ended December 31, 2018, AerSale generated revenues of  $290.7 million and net income from continuing operations of  $26.7 million. For the same period, Pro Forma Adjusted Revenue was $271.6 million, Adjusted EBITDA was $47.8 million and Pro Forma Adjusted EBITDA was $50.3 million. For important information on how AerSale calculates Pro Forma Adjusted Revenue, Adjusted EBITDA and Pro Forma Adjusted EBITDA, see the section entitled “The Business Combination Proposal — Certain AerSale Historical and Projected Financial Information.”

The mailing address of AerSale’s principal executive office is 121 Alhambra Plaza, Suite 1700, Coral Gables, Florida 33134.

NewCo

NewCo is a wholly-owned direct subsidiary of Monocle formed solely for the purpose of effectuating the Business Combination. Upon the Closing, NewCo will become the ultimate parent entity of both Monocle and AerSale and will be renamed “AerSale Corporation.” NewCo was incorporated as a Delaware corporation on December 2, 2019. NewCo has no material assets and does not operate any business.

The mailing address of NewCo’s principal executive office is c/o Monocle Acquisition Corporation, 750 Lexington Avenue, Suite 1501, New York, New York 10022. After the Business Combination, its principal executive office will be that of AerSale.

Merger Sub 1

Merger Sub 1 is a wholly-owned direct subsidiary of NewCo formed solely for the purpose of effectuating the Business Combination. Merger Sub 1 was incorporated as a Delaware corporation on December 2, 2019. Merger Sub 1 has no material assets and does not operate any business. After the consummation of the Business Combination, it will cease to exist.

The mailing address of Merger Sub 1’s principal executive office is c/o Monocle Acquisition Corporation, 750 Lexington Avenue, Suite 1501, New York, New York 10022.

Merger Sub 2

Merger Sub 2 is a wholly-owned indirect subsidiary of NewCo formed solely for the purpose of effectuating the Business Combination. Merger Sub 2 was incorporated as a Delaware corporation on December 2, 2019. Merger Sub 2 has no material assets and does not operate any business. After the consummation of the Business Combination, it will cease to exist.

The mailing address of Merger Sub 2’s principal executive office is c/o Monocle Acquisition Corporation, 750 Lexington Avenue, Suite 1501, New York, New York 10022.

Leonard Green & Partners, L.P.

Leonard Green & Partners, L.P. has been designated by the parties to the Merger Agreement as the Holder Representative acting on behalf of the holders of AerSale Common Stock and SARs.

The mailing address of the principal executive office of Leonard Green & Partners, L.P. is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025.

The Business Combination Proposal

On December 8, 2019, Monocle, NewCo, AerSale, Merger Sub 1, Merger Sub 2, and Leonard Green & Partners, L.P., solely in its capacity as the Holder Representative, entered into the Merger Agreement, pursuant to which (a) Merger Sub 1 will be merged with and into Monocle, with Monocle surviving the merger as a wholly-owned direct subsidiary of NewCo (the “First Merger”), and (b) Merger Sub 2 will be merged with and into AerSale, with AerSale surviving the merger as a wholly-owned indirect subsidiary of NewCo (the “Second Merger”). As a result of the First Merger, each issued and outstanding share of Monocle Common Stock will be converted into and become the right to receive one share of NewCo Common Stock, and each outstanding Monocle Warrant will be converted into and become the right to receive a NewCo Warrant. As a result of the Second Merger, the AerSale Stockholders and SAR Holders will receive aggregate consideration equal to $400 million, consisting of  (i) $250 million in cash (subject to adjustment as described below) and (ii) 15,000,000 shares of NewCo Common Stock (valued at $10 per share). Holders of AerSale Common Stock and SARs will also receive as consideration a contingent right to receive up to 2,500,000 additional shares of NewCo Common Stock in the aggregate, subject to certain conditions. For more information about the Business Combination, please see the section entitled “The Business Combination Proposal.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Consideration in the Business Combination

Pursuant to the Merger Agreement, the AerSale Stockholders and SAR Holders will receive aggregate consideration equal to $400 million, consisting of  (i) Aggregate Cash Consideration and (ii) Aggregate Common Stock Consideration. As further described below, AerSale Common Stock holders and the holders of In-the-Money SARs will also receive as consideration a contingent right to receive up to 2,500,000 additional shares of NewCo Common Stock in the aggregate, subject to certain conditions (the “Earnout Shares”). As further described below, in the event the amount of cash available for the Business Combination is less than the amount of cash necessary to pay the Aggregate Cash Consideration plus each

party’s transaction expenses and certain other amounts, the cash consideration payable in the Business Combination will be reduced by up to $50 million and AerSale Stockholders and SAR Holders will receive a number of shares of NewCo Convertible Preferred Stock with an aggregate value equal to the amount by which the Aggregate Cash Consideration is reduced, but in no event more than 500,000 shares of NewCo Convertible Preferred Stock. It is a condition to the obligations of both Monocle and AerSale to consummate the Business Combination that the Available Cash Shortfall Amount not exceed $50 million.

For more information about the consideration to be paid to the AerSale Stockholders and SAR Holders, please see the section entitled “The Business Combination Proposal.”

Related Agreements

Lock-Up Agreement

Pursuant to the Merger Agreement and as a condition to the Closing, each of the AerSale Stockholders will enter into a lock-up agreement with NewCo in substantially the form attached to the Merger Agreement (the “Lock-Up Agreement”). Under the Lock-Up Agreement, each holder agrees not to, during the period commencing from the Closing and ending on the earliest of: (a) the 180th day after the Closing Date, (b) the expiration of the lock-up period previously agreed to by the Sponsor and certain other parties and (c) the date following such Closing Date on which NewCo completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of NewCo’s stockholders having the right to exchange their shares of NewCo Common Stock for cash, securities or other property (the “AerSale Lock-Up Period”): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to (A) the shares of NewCo Common Stock received pursuant to the Merger Agreement, (B) Earnout Shares, to the extent any are received after the Closing Date, (C) the shares of NewCo Convertible Preferred Stock received pursuant to the Merger Agreement (if any), to the extent any are received on the Closing Date (D) any outstanding share of NewCo Common Stock or any other equity security (including the shares of NewCo Common Stock issued or issuable upon the exercise of any other equity security of NewCo) received by any of the AerSale Stockholders in connection with the Business Combination; and (E) any other equity security of NewCo issued or issuable with respect to any such share of NewCo Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (such shares, collectively, the “Lock-Up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Shares, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) above.

Amended and Restated Registration Rights Agreement

Pursuant to the Merger Agreement and as a condition to the Closing, NewCo, Monocle, the Founders, the AerSale Stockholders and certain other parties named on the signature pages thereto, shall enter into an amended and restated registration rights agreement, in substantially the form attached to the Merger Agreement (the “Amended and Restated Registration Rights Agreement”) that will amend and restate that certain Registration Rights Agreement, dated February 6, 2019 by and among Monocle, the Founders and certain of Monocle’s initial investors.

Under the Amended and Restated Registration Rights Agreement, the Founders, certain directors of Monocle and the AerSale Stockholders will be granted certain demand, shelf and piggyback registration rights with respect to, among other securities, (i) shares of NewCo held by the Founders, (ii) any outstanding shares of NewCo Common Stock or any other equity security (including the shares of NewCo Common Stock issued or issuable upon the exercise of any other equity security of NewCo) received pursuant to the Merger Agreement or held as of the date of the Amended and Restated Registration Rights Agreement, (iii) any shares of NewCo Convertible Preferred Stock and any shares of NewCo Common

Stock issued or issuable upon the conversion of shares of NewCo Convertible Preferred Stock, and (iv) any Earnout Shares (the “Registrable Securities”). The Amended and Restated Registration Rights Agreement provides the AerSale Stockholders the right to request one demand registration during the initial 180-day period following expiration of the AerSale Lock-Up Period. After such time, Cowen, holders of at least 50% of the Registrable Securities then-outstanding and held by the AerSale Stockholders, or holders of at least 50% of the Registrable Securities then-outstanding and not held by the AerSale Stockholders or Cowen, may require NewCo to effect one (1) demand registration in any three month period thereafter. In addition, the Amended and Restated Registration Rights Agreement grants each of parties unlimited piggyback registration rights with respect to registration statements filed subsequent to the Closing Date, provided the shares held by the such party is not subject to a lock-up period. Subject to customary exceptions, NewCo is responsible for all registration expenses in connection with any demand, shelf or piggyback registration by any of the holders, and the holders shall bear all incremental selling expenses relating to the sale of registrable securities, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing the holders.

Certificate of Designation

In the event that any NewCo Convertible Preferred Stock is required to be issued pursuant to the Merger Agreement, the NewCo Board shall approve and adopt a certificate of designation, pursuant to which the designations, powers, and preferences as well as the relative, participating, optional and other special rights of the NewCo Convertible Preferred Stock and any qualifications, limitations and restrictions thereof will be established (the “Certificate of Designation”). The rights of the holders of the NewCo Convertible Preferred Stock include, among others, the receipt of cumulative dividends, payable quarterly in arrears, in an amount equal to (a) 5% per annum of the stated value of such share as of the record date for such dividend, and (b) on an as-converted basis, any dividend or other distribution, whether paid in cash, in-kind or in other property, authorized and declared by the NewCo Board on the issued and outstanding shares of NewCo Common Stock in an amount determined by assuming that the number of shares of NewCo Common Stock into which such share of such NewCo Convertible Preferred Stock could be converted. Pursuant to the terms and conditions of the Certificate of Designation, if that last sale price of NewCo Common Stock reported has been at least $18.00 per share (subject to certain adjustments) on each of 20 trading days within a 30 consecutive trading day period, NewCo may (but is not required to) effect a conversion of the NewCo Convertible Preferred Stock into a number of shares of NewCo Common Stock equal to the stated value the NewCo Convertible Preferred Stock, plus accrued but unpaid dividends, divided by the conversion price of  $12.50 (subject to adjustment as further described in the Certificate of Designation) and an amount in cash in lieu of any fractional share of NewCo Common Stock issuable pursuant to such conversion. Pursuant to the terms and conditions of the Certificate of Designation, (i) all of the shares of NewCo Convertible Preferred Stock can be redeemed at the option of NewCo upon notice, or (ii) all or some of the shares of NewCo Convertible Preferred Stock can be redeemed at the option of the holder (A) on the date that is 54 months after the Closing and thereafter on each twelve-month anniversary of such date or (B) upon the occurrence of a change of control, in each case at a price per share equal to the stated value of such share of NewCo Convertible Preferred Stock plus any accrued but unpaid dividends upon. In addition, the holders of the NewCo Convertible Preferred Stock will not have any preemptive rights, but will have voting rights equal to the largest number of whole shares of NewCo Common Stock into which all of the shares of NewCo Convertible Preferred Stock held of record by such holder could then be converted as of the record date. The NewCo Convertible Preferred Stock shall, with respect to dividend rights and rights upon a liquidation event, rank junior to any and all existing or future claims in respect of indebtedness of NewCo or any of its subsidiaries. The NewCo Convertible Preferred Stock shall rank on a parity basis with each other class or series of capital stock of NewCo now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks on a parity basis with the shares of NewCo Convertible Preferred Stock with respect to dividend rights or rights upon a liquidation event. The holders of the NewCo Convertible Preferred Stock may transfer such NewCo Convertible Preferred Stock freely, subject to the terms of the Lock-Up Agreement.

Commitment Letters

In order to finance a portion of the Aggregate Cash Consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, Monocle and NewCo entered into (i) a debt commitment letter with Wells Fargo and PNC, dated December 8, 2019 (the “Debt Commitment Letter”), in connection with a $150 million senior secured asset-based revolving credit facility (the “ABL Facility”), and (ii) a FILO commitment letter with Veritas, dated January 26, 2020 (the “FILO Commitment Letter”, and together with the Debt Commitment Letter, the “Commitment Letters”), in connection with a senior secured asset-based “first-in/last-out” term loan with an aggregate commitment of up to $75 million (the “FILO Facility”). It is anticipated that, at the Closing, approximately $87 million will be available from the ABL Facility and $75 million will be available from the FILO Facility to fund a portion of the Aggregate Cash Consideration. Immediately after the Closing, it is anticipated that, in addition, $35 million will be available under the ABL Facility for working capital purposes.

Together, the ABL Facility and the FILO Facility will be secured by liens on substantially all of the assets of AerSale. The ABL Facility will mature four years from the Closing Date. The FILO Facility will mature on (a) the fourth anniversary of the Closing Date, or (b) if the scheduled maturity date of the ABL Facility is extended to a time after the fourth anniversary of the Closing Date, the earlier of  (i) the scheduled maturity date of the ABL Facility and (ii) the fifth anniversary of the Closing Date. The interest rates under the ABL Facility are expected to be, at Monocle’s option, LIBOR or base rate plus an applicable margin. Applicable margins under the ABL Facility are expected to be between 1.0% and 2.0% per annum for base rate loans and 2.0% and 3.0% per annum for LIBOR loans, in each case depending on excess availability under the ABL Facility. The interest rates under the FILO Facility are expected to be, at Monocle’s option, LIBOR or base rate plus an applicable margin.Applicable margins under the FILO Facility are expected to be 9.50% per annum for base rate loans and 8.50% per annum for LIBOR loans; provided that the applicable margin shall be reduced by 10 basis points for each $5 million reduction on the closing date of the initial FILO Facility amount below $75 million.

Monocle may prepay any advances under the ABL Facility in whole or in part and may reduce the commitments under the ABL Facility, from time to time without penalty or premium, in each case upon five business days prior written notice. Under the FILO Facility, Monocle may also prepay any advances in whole or in part at any time and from time to time, upon five business days prior written notice, provided certain minimum amounts are met and such prepayment is accompanied by (a) payment of all interest, fees and expenses accrued and unpaid through the date of the prepayment and (b) if applicable, upon the payment of a prepayment premium. From the Closing Date through (but excluding) the first anniversary thereof, the prepayment premium will be 3.00% of the advances being prepaid or repaid. From the first anniversary of the Closing Date through (but excluding) the second anniversary thereof, the prepayment premium will be 1.00% of the advances being prepaid or repaid. From the second anniversary of the Closing Date and thereafter, there will be no prepayment premium.

The documentation governing the ABL Facility and the FILO Facility has not been finalized and, accordingly, the actual terms of the ABL Facility and the FILO Facility may differ from those described herein or in the Commitment Letters. Although the ABL Facility and the FILO Facility as described in the Commitment Letters is not subject to a due diligence or “market out,” such financing may not be considered assured. The obligations of the arrangers to provide the ABL Facility and the FILO Facility under the Commitment Letters is subject to a number of conditions. There is a risk that these conditions will not be satisfied and the ABL Facility and the FILO Facility may not be funded when required. As of the date of this proxy statement/prospectus, no alternative financing arrangements or alternative financing plans have been made in the event the ABL Facility and the FILO Facility are not available.

Founder Shares Agreement

Concurrently with the execution of the Merger Agreement, the founders of Monocle entered into a founder shares agreement (the “Founder Shares Agreement”), pursuant to which they have agreed to defer the vesting of an aggregate of 1,293,750 shares of Monocle Common Stock held by the Founders

(representing approximately 30% of the shares held by the Founders) (the “Unvested Founder Shares”), half of which will vest at such time as the NewCo Common Stock price is greater than $12.50 per share for any period of 20 trading days out of 30 consecutive trading days and the other half of which will vest at such time as the NewCo Common Stock price is greater than $14.00 per share for any period of 20 trading days out of 30 consecutive trading days. The Unvested Founder Shares will also vest upon the occurrence of a Liquidity Event on or prior to the fifth anniversary of the date of the Founder Shares Agreement, solely to the extent the Liquidity Event Consideration is greater than $12.50, in which case half of the Unvested Founder Shares which will vest, or $14.00, in which case the other half of the Unvested Founder Shares will vest. Pursuant to the Founder Shares Agreement, the holders of the Unvested Founder Shares retain the right to vote such Unvested Founder Shares prior to vesting. Unvested Founder Shares that have not vested on or prior to the fifth anniversary of the Closing Date will be forfeited.

Company Support and Release Agreement

Concurrently with the execution of the Merger Agreement, NewCo, Monocle and the AerSale stockholders entered into a support and release agreement (the “Support and Release Agreement”), pursuant to which (i) the AerSale stockholders have agreed not to transfer any shares of AerSale capital stock prior to the Closing, (ii) the AerSale stockholders have made certain representations as to their ownership of AerSale capital stock, (iii) the AerSale stockholders have agreed to customary releases in favor of NewCo, Monocle and their respective Affiliates related to activity on or prior to the Closing, and (iv) NewCo and Monocle, on behalf of themselves and the other Monocle Parties and their respective Affiliates, have agreed to customary releases in favor of the AerSale stockholders and their respective Affiliates related to activity on or prior to the Closing.

Organizational Structure

The following diagram depicts the current organizational structure of Monocle and its subsidiaries, including NewCo:

The following diagram depicts the simplified current organizational structure of AerSale:

The following diagram illustrates the ownership structure of the post-combination company immediately following the Business Combination:

*

Immediately following the Closing, NewCo will contribute the equity interests of Monocle to Parent and Parent will then contribute such equity interests to AerSale.

​

Redemption Rights

Pursuant to the Monocle Charter, we are providing our public stockholders with the opportunity to redeem, upon the Closing, public shares then held by them for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established in connection with our IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their public shares will not be reduced by the transaction expenses incurred in connection with the Business Combination. For illustrative purposes, as of December 31, 2019, the estimated per share redemption price would have been approximately $10.24.

You will be entitled to receive cash for any public shares to be redeemed only if you:

(i)    (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(ii)   prior to 5:00 p.m., Eastern Time, on [•], 2020, (a) submit a written request to the Transfer Agent that Monocle redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

A public stockholder, together with any of his, her or its Affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of Monocle Common Stock included in the units sold in our IPO. We have no specified maximum redemption threshold under the Monocle Charter, other than the aforementioned 15% threshold, except that in no event will we redeem shares of Monocle Common Stock in an amount that would cause our net tangible assets to be less than $5,000,001. Each redemption of public shares by our public stockholders will reduce the amount in our Trust Account. Holders of our outstanding public warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in this proxy statement/prospectus assumes that none of our public stockholders exercise their redemption rights with respect to their public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of the post-combination company. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Impact of the Business Combination on the Public Float

It is anticipated that, upon completion of the Business Combination, the ownership interests in NewCo will be as set forth in the table below:

Note:   Figures may not sum to 100% due to rounding.

(1)

This calculation assumes (1) holders of no more than 73.4% of the public shares held by public stockholders, or 12,664,369 public shares, elect to have their shares redeemed upon consummation of the Business Combination, which represents the maximum number of shares that can be redeemed so as not to cause Available Cash Shortfall Amount to be greater than $50 million (a condition to the obligations of both Monocle and AerSale to complete the Business Combination), (2) the actual amount of cash proceeds received by Monocle pursuant to the ABL Facility and the FILO Facility is equal to $162 million, (3) the parties’ transaction expenses is equal to $25 million and (4) the cash and cash equivalents of AerSale in immediately available funds is equal to $21 million. In addition, in the maximum redemption scenario, $50 million of NewCo Convertible Preferred Stock will be issued to the AerSale Stockholders and SAR Holders in the same proportions as such parties receive the Aggregate Stock Consideration.

​

(2)

Includes the SAR Holders.

​

The ownership percentages with respect to NewCo following the Business Combination do not take into account (a) the NewCo Common Stock issuable to the holders of the NewCo Warrants outstanding immediately following the Business Combination, (b) the NewCo Common Stock issuable upon the conversion of any shares of NewCo Convertible Preferred Stock issued, if any, pursuant to the Merger Agreement, (c) the issuance of any Earnout Shares pursuant to the Merger Agreement, (d) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex B or (e) the Unvested Founder Shares (which are issued but subject to vesting under the Founder Shares Agreement), but do include the Founder Shares other than the Unvested Founder Shares.

For more information, please see the sections entitled “Summary of the Proxy Statement/​Prospectus — Impact of the Business Combination on the Public Float”, “Unaudited Pro Forma Condensed Combined Financial Information” and “The Business Combination Proposal — Related Agreements — Founder Shares Agreement.”

Board of Directors of NewCo Following the Business Combination

Upon consummation of the Business Combination, the NewCo Board is expected to consist of eight directors, with one class of directors whose term will continue to the first annual meeting of NewCo Stockholders following the date of the Closing (which is not expected to occur until 2021), and, thereafter, all directors will be elected annually and shall be elected for one year terms expiring at the next annual meeting of NewCo Stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Monocle believes it is in the best interests of its stockholders to allow stockholders to vote upon the election of newly appointed directors.

We currently expect that these eight members will consist of: Nicolas Finazzo, Robert B. Nichols, Jonathan Seiffer, Eric J. Zahler, Sai S. Devabhaktuni and three additional independent directors.

In the event NewCo issues at least 250,000 shares of NewCo Convertible Preferred Stock in the Business Combination, in the aggregate, to AerSale Stockholders and SAR Holders, the NewCo Board will consist of nine directors with one additional director designated by the holders of a majority of the NewCo Convertible Preferred Stock.

Proposals at the Special Meeting

At the Special Meeting, the Monocle Stockholders will be asked to vote on:

1.   a proposal to approve and adopt the Merger Agreement, dated as of December 8, 2019, a copy of which is attached to this proxy statement/prospectus as Annex A, and approve the Business Combination;

2.   a proposal to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by NewCo, as successor to Monocle, of NewCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of issued and outstanding Monocle Common Stock immediately prior to the issuance;

3.   a proposal to approve the Incentive Plan, which is an incentive compensation plan for the directors, officers, employees, consultants, and advisors of NewCo and its subsidiaries, including AerSale, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B; and

4.   a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Nasdaq Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal and the Nasdaq Proposal.

Date, Time and Place of Special Meeting

The Special Meeting will be held on [•], 2020, at [•] a.m., Eastern Time, at [•], or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

Only Monocle Stockholders of record at the close of business on [•], 2020, the record date for the Special Meeting, will be entitled to vote at the Special Meeting. You are entitled to one vote for each share of Monocle Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 22,280,000 shares of Monocle Common Stock outstanding and entitled to vote, of which our Initial Stockholders hold 5,030,000 shares of common stock, including 4,312,500 Founder Shares.

Tax Considerations

We intend to treat the Business Combination transactions as qualifying as a tax-deferred transaction under Section 351 of the Code. If it so qualifies, Monocle Stockholders generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their Monocle Common Stock for NewCo Common Stock. You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the Business Combination to you. See the section entitled “Material United States Federal Income Tax Considerations.”

Accounting Treatment

The Business Combination will be accounted for as a “reverse merger” in accordance with U.S. GAAP. Under this method of accounting, Monocle will be treated as the “acquired” company for financial reporting purposes. The determination that AerSale is the “acquiring” company for financial reporting purposes is primarily based on AerSale senior management comprising all of the senior management of the combined company, a former AerSale shareholder having the largest voting interest in the combined company by a significant amount, AerSale’s operations comprising the ongoing operations of the combined company, one former AerSale shareholder having the ability to designate one director (or two directors for so long as at least 250,000 shares of NewCo Preferred Stock are issued and outstanding) to the combined company’s board and two former AerSale shareholders being nominated to the combined company’s board (which such three or four directors is more than Monocle has the ability to designate), and AerSale assets constituting the majority of the assets of the combined company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of AerSale issuing stock for the net assets of Monocle, accompanied by a recapitalization. In accordance with U.S. GAAP, the net assets of Monocle will be stated at historical cost, with no goodwill or other intangible assets recorded as the transaction represents a “reverse merger”. Operations prior to the Business Combination will be those of AerSale.

Appraisal Rights

Appraisal rights are not available to Monocle Stockholders in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail. Monocle has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Monocle Board to vote in favor of the Business Combination, stockholders should be aware that our Sponsor and certain of our officers and members of the Monocle Board have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. The Monocle Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination.

These interests include, among other things:

•

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

•

the fact that our Founders paid an aggregate of  $25,000 for the Founder Shares, 1,293,750 of which are subject to the price-based vesting requirements described in the section entitled “The Business Combination Proposal — Related Agreements — Founder Shares Agreement.” Such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $43.4 million based on the closing price of our public shares on the Nasdaq Capital Market on December 6, 2019, but, given the restrictions on such shares, we believe such shares have less value;

​

•

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private shares if we fail to complete an initial business combination by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021);

​

•

the fact that our Founders paid an aggregate of  $7,175,000 for 717,500 private units, each of which consist of one private share and one private warrant, and that the related private warrants will expire worthless if a business combination is not consummated by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021);

​

•

the right of our Sponsor and independent directors to receive shares of NewCo Common Stock in connection with the Business Combination and upon exercise of their private warrants following the Business Combination, subject to certain lock-up periods;

​

•

in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share by the claims of prospective target businesses with which we have entered into an acquisition agreement or by the claims of any third-party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

​

•

the anticipated continuation of certain of our existing directors as directors of the post-combination company;

​

•

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

​

•

the fact that our Initial Stockholders may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021).

​

The Monocle Board’s Reasons for the Approval of the Business Combination

After careful consideration, the Monocle Board recommends that Monocle Stockholders vote “FOR” each proposal and “FOR” each of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal.

The Monocle Board considered a wide variety of factors in connection with its evaluation of the Business Combination. For a more complete description of the Monocle Board’s reasons for the approval of the Business Combination and the recommendation of the Monocle Board, see the section entitled “The Business Combination Proposal — The Monocle Board’s Reasons for the Approval of the Business Combination.”

Conditions to the Closing of the Business Combination

Conditions to Obligations of Each Party

The Closing is subject to certain mutual conditions, including, among others, (i) the approval of the Business Combination and certain related matters by the requisite vote of holders of Monocle Common Stock, (ii) the Available Cash Shortfall Amount, if any, not exceeding $50 million, (iii) the expiration or termination of all applicable waiting periods (and any extensions thereof) under the HSR Act, (iv) no law or order prohibiting the consummation of the Business Combination being in force, (v) the execution and delivery of a customary registration rights agreement and lock-up agreement by the parties thereto, (vi) in the event that any NewCo Convertible Preferred Stock is issued, that the NewCo Certificate of Designation (as defined in the Merger Agreement) has been properly filed and is in effect prior to the Closing, and (vii) other customary closing conditions. For more information, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

Conditions to the Obligations of the Monocle Parties

The obligation of AerSale to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of the Monocle Parties (subject to customary materiality qualifiers) and (ii) the Monocle Parties performing in all material respects each of the covenants to be performed by it as of or prior to the Closing. For more information, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

Conditions to the Obligations of AerSale

The obligation of Monocle to consummate the Business Combination is also conditioned upon, among other things: (i) the accuracy of the representations and warranties of AerSale (subject to customary materiality qualifiers except for certain fundamental representations), (ii) AerSale performing in all material respects each of the covenants to be performed by it as of or prior to the Closing and (iii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred or continuing from the date of the Merger Agreement. For more information, please see the section entitled “The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been

furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On or about December 13, 2019, Monocle and AerSale filed the required forms under the HSR Act with the Antitrust Division and the FTC. On December 23, 2019, the FTC granted early termination of the waiting period under the HSR Act.

At any time before or after consummation of the Business Combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result. Neither Monocle nor AerSale is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Monocle Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Monocle Common Stock outstanding and entitled to vote at the Special Meeting is represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

Approval of the Business Combination Proposal requires the affirmative vote at the Special Meeting of the holders of a majority of the outstanding shares of Monocle Common Stock. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have the same effect as a vote against the Business Combination Proposal. Our Initial Stockholders have agreed to vote their Founder Shares and any public shares purchased during or after the IPO in favor of the Business Combination Proposal.

Approval of the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of a majority in voting power of the outstanding shares of Monocle Common Stock present in person or by proxy at the Special Meeting. Assuming a valid quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting, or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee will have no effect on the outcome of any vote on the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

The Business Combination is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal at the Special Meeting. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that either of the Business Combination Proposal or the Nasdaq Proposal does not receive the requisite vote for approval, we will not consummate the Business Combination. If we do not consummate the Business Combination and fail to complete an initial business combination by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to our public stockholders.

Independent Director Oversight

The Monocle Board is comprised of a majority of independent directors who are not affiliated with our Sponsor and its Affiliates. In connection with the Business Combination, our independent

directors, Robert Kehler, Donald W. Manvel and John C. Pescatore, took an active role in evaluating the proposed terms of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor and its Affiliates that could arise with regard to the proposed terms of the Merger Agreement. Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Monocle Board, the Merger Agreement and the Business Combination.

Recommendation to Monocle Stockholders

The Monocle Board believes that each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Monocle and our stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of the Monocle Board in favor of approval of the Business Combination Proposal, you should keep in mind that our Sponsor and certain members of the Monocle Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that our Initial Stockholders have agreed not to redeem any of the Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

​

•

the fact that our Founders paid an aggregate of  $25,000 for the Founder Shares, 1,293,750 of which are subject to the price-based vesting requirements described in the section entitled “The Business Combination Proposal — Related Agreements — Founder Shares Agreement.” Such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $43.4 million based on the closing price of our public shares on the Nasdaq Capital Market on December 6, 2019, but, given the restrictions on such shares, we believe such shares have less value;

​

•

the fact that our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private shares if we fail to complete an initial business combination by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021);

​

•

the fact that our Founders paid an aggregate of  $7,175,000 for 717,500 private units, each of which consist of one private share and one private warrant, and that the related private warrants will expire worthless if a business combination is not consummated by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021);

​

•

the right of our Sponsor and independent directors to receive shares of NewCo Common Stock in connection with the Business Combination and upon exercise of their private warrants following the Business Combination, subject to certain lock-up periods;

​

•

in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share by the claims of prospective target businesses with which we have entered into an acquisition agreement or by the claims of any third-party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

​

•

the anticipated continuation of certain of our existing directors as directors of the post-combination company;

​

•

the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the Business Combination; and

​

•

the fact that our Initial Stockholders may not participate in the formation of, or become a director or officer of, any other blank check company until we (i) have entered into a definitive agreement regarding an initial business combination or (ii) fail to complete an initial business combination by November 11, 2020 (or, if the time period for consummating an initial business combination is extended by the Monocle Board pursuant to the Monocle Charter, February 11, 2021).

​

■

■

​