UNITED STATES

* The securities are held directly by Monocle Partners, LLC (the “Sponsor”) and indirectly by Eric J. Zahler, Sai S. Devabhaktuni and Richard J. Townsend as managers of the Sponsor. Each of Messrs. Zahler, Devabhaktuni and Townsend disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The securities are held directly by the Sponsor and indirectly by Eric J. Zahler, Sai S. Devabhaktuni and Richard J. Townsend as managers of the Sponsor. Each of Messrs. Zahler, Devabhaktuni and Townsend disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The securities are held directly by the Sponsor and indirectly by Eric J. Zahler, Sai S. Devabhaktuni and Richard J. Townsend as managers of the Sponsor. Each of Messrs. Zahler, Devabhaktuni and Townsend disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

* The securities are held directly by the Sponsor and indirectly by Eric J. Zahler, Sai S. Devabhaktuni and Richard J. Townsend as managers of the Sponsor. Each of Messrs. Zahler, Devabhaktuni and Townsend disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Monocle Acquisition Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 750 Lexington Avenue, Suite 1501, New York, NY 10022.

Funds for the purchase of securities reported herein were derived from available working capital of the Sponsor. The Sponsor paid the Issuer $23,437.50 for the Founder Shares (as defined below) and $5,913,340 for the Private Units (as defined below).

Founder Shares

Pursuant to the terms of a founder shares subscription agreement with the Issuer dated as of September 26, 2018 (the “Founder Shares Subscription Agreement”), the Sponsor purchased 5,390,625 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $23,437.50 in cash, or approximately $0.004 per share. Pursuant to the terms of securities assignment agreements (the “Securities Assignment Agreements”), in November 2018, the Sponsor transferred 15,000 of the Founder Shares to each of the Issuer’s three independent directors for a price of approximately $0.004 per share. On November 19, 2018, the Sponsor forfeited 1,347,656 Founder Shares to the Issuer for no consideration.

Private Units

On February 11, 2019, the Issuer completed its initial public offering of 17,250,000 units (“Units”), including the issuance of 2,250,000 units as a result of the underwriters’ full exercise of their over-allotment option, each Unit consisting of one share of Common Stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share. Simultaneously with the consummation of the Issuer’s initial public offering, pursuant to a unit purchase agreement dated as of February 6, 2019 (the “Unit Purchase Agreement”), the Sponsor purchased 591,334 units (“Private Units”) for an aggregate price of $5,913,340 in a private placement. Each Private Unit consists of one share of Common Stock and one warrant (each, a “Private Warrant”, and together with the Public Warrants, the “Warrants”), each Private Warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share. The Private Warrants are exercisable beginning on the later of February 11, 2020 or 30 days after the completion of the Issuer’s initial business combination, may be exercised on a cashless basis and will expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation. The Private Units (and the securities underlying the Private Units) will, subject to certain limited exceptions, be subject to transfer restrictions until after the completion of the Issuer’s initial business combination. The Private Warrants are not redeemable by the Issuer so long as they are held by the initial purchasers or their permitted transferees. Permitted transferees will be subject to the same limitations on transfer.

Working Capital Loans

The Sponsor, an affiliate of the Sponsor, or certain of the Issuer’s officers and directors may, but are not obligated to, loan the Issuer funds as may be required. Up to $1,500,000 of such loans may be convertible, at the option of the lender, into additional units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the terms of the Private Units. The terms of such loans have not been determined.

Warrant Agreement

The Warrants are governed by the terms of the Warrant Agreement (the “Warrant Agreement”), dated as of February 6, 2019, between the Issuer and Continental Stock Transfer & Trust Company. Each Warrant entitles the registered holder to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment described therein, at any time commencing on the later of: (i) the date that is 30 days after the first date on which the Issuer completes a business combination, or (ii) February 11, 2020, and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is 5 years after the date on which the Issuer completes its initial business combination, (y) the liquidation of the Issuer in accordance with the Issuer’s amended and restated certificate of incorporation, as amended from time to time, if the Issuer fails to complete a business combination, or (z) other than with respect to the Private Warrants then held by the initial purchasers or their permitted transferees, the date the Issuer elects to redeem all the Warrants.

Registration Rights

The Sponsor is a party to a registration rights agreement dated as of February 6, 2019 (the “Registration Rights Agreement”) with the Issuer. Pursuant to the Registration Rights Agreement, the holders (or their permitted transferees) of at least a majority in interest of the Founder Shares, the Private Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Warrants), the Private Units (including any shares of Common Stock and Private Warrants underlying the Private Units), any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Issuer issuable upon conversion of any working capital loans in an amount up to $1,500,000 and any other equity security of the Issuer issued or issuable with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (collectively the “Registrable Securities”) shall be entitled to require the Issuer, on three occasions at any time after the date on which the Registrable Securities are released from lockup, to register all or part of their Registrable Securities. In addition, the holders of the Registrable Securities have “piggyback” registration rights commencing on the date on which the Registrable Securities are released from lockup.

Letter Agreement

On February 6, 2019, the Issuer entered into a letter agreement (the “Letter Agreement”) with the Sponsor, Cowen Investments II LLC (“Cowen”) and the Issuer’s directors and officers.

Under the Letter Agreement, the Sponsor, Cowen and the Issuer’s directors and officers agreed that they will not propose any amendment to the Issuer’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Issuer’s obligation to redeem the shares of Common Stock underlying the units sold in the Issuer’s initial public offering if the Issuer does not complete a business combination within the required time period unless the Issuer provides its public stockholders with the opportunity to redeem their shares upon approval of any such amendment.

The Sponsor, Cowen and the Issuer’s directors and officers have agreed that if the Issuer seeks stockholder approval of a proposed business combination they will vote all shares held by them in favor of such proposed business combination.

Also pursuant to the Letter Agreement, the Sponsor, Cowen and the Issuer’s directors and officers agreed not to transfer any Founder Shares or Private Units (or any securities underlying the Private Units, including the shares of Common Stock and Private Warrants included in the Private Units and the shares of Common Stock underlying the Private Warrants included in the Private Units) until one year after the completion of the Issuer’s initial business combination or earlier if, subsequent to such business combination, (i) the last reported sale price of the Issuer’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Issuer’s initial business combination or (ii) the Issuer consummates a subsequent liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Issuer’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

Under the Letter Agreement, the Sponsor, Cowen and the Issuer’s directors and officers agreed to waive, with respect to any shares of the Common Stock held by them, any redemption rights they may have in connection with the consummation of a business transaction, including, without limitation, any such rights available in the context of a stockholder vote to approve such business transaction or in the context of a tender offer made by the Issuer to purchase shares of the Common Stock.

The foregoing summary of certain terms of the Founder Shares Subscription Agreement, the Securities Assignment Agreements, the Unit Purchase Agreement, the Warrant Agreement, the Registration Rights Agreement and the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the documents, which are referenced as Exhibits 1-8 to this Schedule 13D.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Common Stock or selling some or all of their Common Stock or warrants and, alone or with others, pursuing discussions with the management, the board of directors, other shareholders of the Issuer and third parties with regard to its investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 22,280,000 shares of Common Stock reported to be outstanding in the Issuer’s final prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(4) on February 7, 2019, after giving effect to the completion of the Issuer’s initial public offering and the full exercise of the underwriters’ over-allotment option, as described therein.

Other than the agreements described in Item 4, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.