Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Monocle Acquisition Corp | ||
Entity Central Index Key | 0001754170 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | MNCL | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 170,775,000 | ||
Entity Common Stock, Shares Outstanding | 22,280,000 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 319,399 | $ 41,093 |
Prepaid income taxes | 134,955 | 0 |
Prepaid expenses | 73,958 | 0 |
Total Current Assets | 528,312 | 41,093 |
Deferred offering costs | 0 | 376,407 |
Cash and marketable securities held in Trust Account | 176,625,548 | 0 |
Total Assets | 177,153,860 | 417,500 |
Current liabilities: | ||
Accounts payable and accrued expenses | 504,902 | 451 |
Accrued offering costs | 0 | 242,500 |
Promissory note - related party | 0 | 150,000 |
Total Current Liabilities | 504,902 | 392,951 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 16,994,946 shares at $10.10 per share at December 31, 2019 | 171,648,955 | 0 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 5,000,000 and 1,000,000 shares authorized at December 31, 2019 and 2018, respectively, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 200,000,000 and 100,000,000 shares authorized at December 31, 2019 and 2018, respectively; 5,285,054 and 4,312,500 shares issued and outstanding (excluding 16,994,946 and no shares subject to possible redemption) at December 31, 2019 and 2018, respectively | 529 | 431 |
Additional paid-in capital | 4,036,415 | 24,569 |
Retained earnings (Accumulated deficit) | 963,059 | (451) |
Total Stockholders' Equity | 5,000,003 | 24,549 |
Total Liabilities and Stockholders' Equity | $ 177,153,860 | $ 417,500 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock subject to possible redemption | 16,994,946 | 0 |
Shares Issued, Price Per Share | $ 10.10 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,285,054 | 4,312,500 |
Common Stock, Shares, Outstanding | 5,285,054 | 4,312,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Operating costs | $ 451 | $ 1,573,512 |
Loss from operations | (451) | (1,573,512) |
Other income | ||
Interest income | 0 | 3,164,817 |
Income (loss) before provision for income taxes | (451) | 1,591,305 |
Provision for income taxes | 0 | (627,795) |
Net income (loss) | $ (451) | $ 963,510 |
Weighted average shares outstanding of redeemable common stock, basic and diluted | 0 | 17,250,000 |
Basic and diluted net income per common share, redeemable common stock | $ 0 | $ 0.14 |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted | 3,750,000 | 4,947,438 |
Basic and diluted net loss per common share, non-redeemable common stock | $ 0 | $ (0.28) |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |
Shares Subject to Forfeiture, If Over Allotment Option Not Exercised | 562,500 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Aug. 19, 2018 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance in (shares) at Aug. 19, 2018 | 0 | |||
Issuance of common stock to the Founders | $ 431 | 24,569 | 0 | 25,000 |
Issuance of common stock to the Founders (in shares) | 4,312,500 | |||
Net loss | $ 0 | 0 | (451) | (451) |
Balance at Dec. 31, 2018 | $ 431 | 24,569 | (451) | 24,549 |
Balance in (shares) at Dec. 31, 2018 | 4,312,500 | |||
Sale of 17,250,000 Units, net of underwriting discounts and offering costs | $ 1,725 | 168,484,174 | 0 | 168,485,899 |
Sale of 17,250,000 Units, net of underwriting discounts and offering costs (in shares) | 17,250,000 | |||
Sale of 717,500 Private Units | $ 72 | 7,174,928 | 0 | 7,175,000 |
Sale of 717,500 Private Units (in shares) | 717,500 | |||
Common stock subject to possible redemption | $ (1,699) | (171,647,256) | 0 | (171,648,955) |
Common stock subject to possible redemption | (16,994,946) | |||
Net loss | $ 0 | 0 | 963,510 | 963,510 |
Balance at Dec. 31, 2019 | $ 529 | $ 4,036,415 | $ 963,059 | $ 5,000,003 |
Balance in (shares) at Dec. 31, 2019 | 5,285,054 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares | Feb. 11, 2019 | Dec. 31, 2019 |
Shares Subject to Forfeiture, If Over Allotment Option Not Exercised | 562,500 | |
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 | |
Private Placement [Member] | ||
Sale of Stock, Number of Shares Issued in Transaction | 717,500 | 717,500 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (451) | $ 963,510 |
Adjustments to reconcile net (loss) income to net cash and cash equivalents used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | 0 | (3,164,817) |
Changes in operating assets and liabilities: | ||
Prepaid income taxes | (134,955) | |
Prepaid expenses | (73,958) | |
Accrued expenses | 451 | 504,451 |
Net cash and cash equivalents used in operating activities | (1,905,769) | |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (174,225,000) | |
Cash withdrawn from Trust Account | 764,269 | |
Net cash and cash equivalents used in investing activities | (173,460,731) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock to the Founders | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 169,050,000 | |
Proceeds from sale of Private Units | 7,175,000 | |
Proceeds from promissory note - related party | 150,000 | 70,000 |
Repayment of promissory note - related party | (220,000) | |
Payment of offering costs | (133,907) | (430,194) |
Net cash and cash equivalents provided by financing activities | 41,093 | 175,644,806 |
Net Change in Cash and Cash Equivalents | 41,093 | 278,306 |
Cash and cash equivalents - Beginning | 41,093 | |
Cash and cash equivalents - Ending | 41,093 | 319,399 |
Supplemental cash flow information: | ||
Cash paid for income taxes | 762,750 | |
Non-cash investing and financing activities: | ||
Initial classification of common stock subject to possible redemption as of February 11, 2019, the date of the Initial Public Offering | 170,685,445 | |
Change in value of common stock subject to possible redemption from February 11, 2019 through December 31, 2019 | $ 963,510 | |
Deferred offering costs included in accrued offering cost | $ 242,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Monocle Acquisition Corporation (the “Company”) was incorporated in Delaware on August 20, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the aerospace and defense, industrial, and technology and telecommunication sectors. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from August 20, 2018 (inception) through December 31, 2019 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of AerSale Corp. (see Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. The Company’s subsidiaries are comprised of Monocle Holdings Inc., a wholly owned subsidiary of the Company and a Delaware corporation (“NewCo”), Monocle Merger Sub 1 Inc., a wholly owned subsidiary of NewCo and a Delaware corporation (“Merger Sub 1”) and Monocle Merger Sub 2 LLC., a wholly owned subsidiary of NewCo and a Delaware limited liability company (“Merger Sub 2”). The registration statement for the Company’s Initial Public Offering was declared effective on February 6, 2019. On February 11, 2019, the Company consummated the Initial Public Offering of 17,250,000 units (“Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 717,500 Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, Monocle Partners, LLC, a Delaware limited liability company (the “Sponsor”), and Cowen Investments II LLC (“Cowen” and, together with the Sponsor, the “Founders”), generating gross proceeds of $7,175,000, which is described in Note 4. Transaction costs amounted to $4,014,101, consisting of $3,450,000 of underwriting fees and $564,101 of other offering costs. In addition, $1,480,492 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. Following the closing of the Initial Public Offering on February 11, 2019, an amount of $174,225,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”) which has been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to its stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Founders, executive officers and directors (the “initial stockholders”) have agreed to vote their Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until November 11, 2020 to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by November 11, 2020, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by three months (for a total of 24 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $1,725,000 ($0.10 per Public Share), on or prior to the date of the deadline, for the extension. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. This mandatory liquidation and subsequent dissolution of the Company if an initial Business Combination is not completed by the close of business on November 11, 2020 raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 11, 2020. In the event of such liquidation, it is possible the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the offering price per Unit in the Public Offering. Based on the value of the Trust Account at December 31, 2019, the redemption value, after payment of accrued income taxes and other expenses, is greater than $10.10 per share. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Founders, executive officers and directors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.10 per share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust asset. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern and Liquidity As of December 31, 2019, the Company had a cash balance of approximately $319,000, which excludes interest income of approximately $2,401,000 from the Company’s investments in the Trust Account which is available to the Company for tax obligations. Through December 31, 2019, the Company has withdrawn approximately $764,000 of interest income from the Trust Account to pay its income and franchise taxes. Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The liquidity condition and date for mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern through November 11, 2020, the scheduled liquidation date of the Company. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of money market accounts. As of December 31, 2019, cash equivalents amounted to $176,780. The Company did not have any cash equivalents as of December 31, 2018. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $4,014,101 were charged to stockholders’ equity upon the completion of the Initial Public Offering. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2019 and 2018, the Company had a deferred tax asset of approximately $294,000 and $0, respectively, which had a full valuation allowance recorded against it of approximately $294,000 and $0, respectively. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2019, the Company recorded income tax expense of approximately $628,000 primarily related to interest income earned on the Trust Account. The Company's effective tax rate for the year ended December 31, 2019 was approximately 40%, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,967,500 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company's statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for redeemable common stock is calculated by dividing the interest income earned on the Trust Account (net of applicable franchise and income taxes of approximately $810,000 for the year ended December 31, 2019), by the weighted average number of redeemable common stock outstanding for the period or since original issuance. Net loss per common share, basic and diluted for non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes the Founder Shares and the Private Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 20, 2018 Year (inception) Ended Through December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 3,164,817 $ — Income and Franchise Tax $ (810,032) $ — Net Earnings $ 2,354,785 $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 17,250,000 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.14 — Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ 963,510 $ (451) Redeemable Net Earnings $ (2,354,785) $ — Non-Redeemable Net Loss $ (1,391,275) $ (451) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 4,947,438 3,750,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) $ (0.00) Note: As of December 31, 2019 and 2018, basic and diluted shares are the same as there are no securities that are dilutive to the Monocle’s common stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2019 includes the effect of 717,500 Private Units, which were issued in conjunction with the initial public offering on February 11, 2019. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2019 and 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2019 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 2,250,000 Units at $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2019 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cowen purchased an aggregate of 717,500 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $7,175,000. The Sponsor purchased 591,334 Private Units and Cowen purchased 126,166 Private Units. Each Private Unit consists of one share of common stock (“Private Share”) and one warrant (each, a “Private Warrant”). Each Private Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In September 2018, the Founders purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. The Sponsor and Cowen purchased 5,390,625 and 359,375 Founder Shares, respectively. In November 2018, the Sponsor transferred to the Company’s independent directors an aggregate of 45,000 Founder Shares for an aggregate purchase price of $195. On November 19, 2018, the Sponsor and Cowen forfeited to the Company, for no consideration, 1,437,500 Founder Shares, of which the Sponsor forfeited 1,347,656 Founder Shares and Cowen forfeited 89,844 Founder Shares. As a result, the Founders now hold 4,312,500 Founder Shares, of which the Sponsor owns 3,997,969 Founder Shares and Cowen owns 269,531 Founder Shares. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders would own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (assuming the initial stockholders did not purchase any Public Shares in the Initial Public Offering and excluding the Private Units). As a result of the underwriters' election to fully exercise their over-allotment option, 562,500 Founder Shares are no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Company’s Business Combination. Notwithstanding the foregoing, (1) if the reported last sale price of the Company’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 Company’s Business Combination, or (2) if the Company consummates a liquidation, merger, stock exchange or other similar transaction after the Company’s Business Combination which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, then such securities will be released from these restrictions. Promissory Note — Related Party The Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company borrowed an aggregate principal amount of $200,000. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2019 or the completion of the Initial Public Offering. The Promissory Note was repaid upon the consummation of the Initial Public Offering on February 11, 2019. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Founders or an affiliate of the Founders, or certain of the Company’s officers and director may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. There are no Working Capital Loans outstanding as of December 31, 2019 or 2018. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional three months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,725,000 ($0.10 per Public Share), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a non-interest bearing, unsecured promissory note. If the Company does not complete a Business Combination, the Company will not repay such loans unless there are funds available outside the Trust Account to do so. The loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, may be converted, in whole or in part, into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete a Business Combination. There were no related party extension loans as of December 31, 2019 or 2018. Administrative Services Agreement The Company entered into an agreement whereby, commencing on the February 7, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and general and administrative services. For the year ended December 31, 2019, the Company incurred $110,000 in fees for these services. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 . COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 6, 2019, the holders of the Founder Shares, Private Units (including securities contained therein) and securities that may be issued upon conversion of Working Capital Loans (including securities issued upon conversion of Working Capital Loans) are entitled to registration rights requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. Notwithstanding the foregoing, Cowen may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Service Provider Agreements From time to time, the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help the Company identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Business Combination Marketing Agreement The Company engaged the underwriters as advisors in connection with its Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the underwriters a cash fee for such services upon the consummation of a Business Combination in an amount equal to $6,037,500. No amounts have been recorded as of December 31, 2019 in conjunction with this agreement. Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination. Merger Agreement On December 8, 2019, the Company, NewCo, Merger Sub 1 and Merger Sub 2 (collectively, the “Monocle Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AerSale Corp., a Delaware corporation (“ AerSale ”), and solely in its capacity as the initial Holder Representative, Leonard Green & Partners, L.P., a Delaware limited partnership. Pursuant to the Merger Agreement, (a) Merger Sub 1 will be merged with and into the Company, with the Company 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”). The First Merger, the Second Merger and the other transactions contemplated in the Merger Agreement are referred to as the “AerSale Business Combination.” In connection with the AerSale Business Combination, the Company and AerSale will become direct or indirect wholly owned subsidiaries of NewCo, the new public company after the closing of the AerSale Business Combination (the “Closing”). Under the Merger Agreement and pursuant to the First Merger, (i) all of the issued and outstanding shares of common stock of the Company (“Monocle Common Stock”), will be exchanged on a one-for-one basis for shares of common stock of NewCo, par value $0.0001 per share (“NewCo Common Stock”), (ii) each outstanding and unexercised warrant to purchase Monocle Common Stock will be exchanged on a one-for-one basis for a warrant to purchase NewCo Common Stock, in the same form and on the same terms and conditions as such warrants to purchase Monocle Common Stock, and (iii) each issued and outstanding shares of common stock of Merger Sub 1 will be canceled and converted into and become, on a one-for-one basis, a share of Monocle Common Stock. Under the Merger Agreement and pursuant to the Second Merger, the holders of issued and outstanding shares of capital stock of AerSale and AerSale in-the-money stock appreciation rights (“SARs”) will receive aggregate consideration equal to $400 million, consisting of (i) $250 million payable in cash (the “Aggregate Cash Consideration”) and (ii) 15,000,000 shares of NewCo Common Stock, valued at $10 per share (i.e., $150 million in the aggregate) (the “Aggregate Common Stock Consideration”). Under certain circumstances, the cash consideration payable at closing may be reduced to not less than $200 million in exchange for the issuance of up to $50 million of 5.00% Series A Convertible Preferred Stock of NewCo, par value $0.0001 per share (“NewCo Convertible Preferred Stock”) to the AerSale stockholders and holders of SARs. Holders of AerSale common stock, par value $0.01 per share, 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, half of which will be issued at such time as the NewCo Common Stock price is greater than $12.50 per share for any period of twenty (20) trading days out of thirty (30) consecutive trading days on or prior to the fifth anniversary of the date of the Closing (the “Closing Date”) and the other half of which will be issued at such time as the NewCo Common Stock price is greater than $14.00 per share for any period of twenty (20) trading days out of thirty (30) consecutive trading days on or prior to the fifth anniversary of the Closing Date (collectively, the “Earnout Shares”). The Earnout Shares will also be issued upon the occurrence of a Liquidity Event (as defined in the Merger Agreement), solely to the extent the Liquidity Event Consideration (as defined in the Merger Agreement) is greater than $12.50, in which case half of the Earnout Shares will be issued, or $14.00, in which case the other half of the Earnout Shares will also be issued. Earnout Shares that have not been issued on or prior to the fifth anniversary of the Closing Date will be cancelled. The AerSale Business Combination will be consummated subject to the deliverables and provisions as further described in the Merger Agreement. In connection with the proposed AerSale Business Combination, NewCo filed a registration statement on Form S-4 (File No. 333-235766) (the “S-4 Registration Statement”) with the SEC on December 31, 2019, which includes a preliminary proxy statement/prospectus of the Company. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — The Company filed an Amended and Restated Certificate of Incorporation in February 2019 such that the Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2019 and 2018, there were no shares of preferred stock issued or outstanding. Common Stock — The Company filed an Amended and Restated Certificate of Incorporation in February 2019 such that the Company is authorized to issue up to 200,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2019 and 2018, there were 5,285,054 and 4,312,500 shares of common stock issued and outstanding, excluding 16,994,946 and -0- shares of common stock subject to possible redemption, respectively. Warrants — The Public Warrants will become exercisable 30 days after the completion of a Business Combination provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement or a current prospectus, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will the Company be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that the Company is unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. In addition, any Private Warrants held by Cowen will not be exercisable more than five years from the effective date of the registration statement. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAX | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, 2019 Deferred tax asset Organizational costs/Startup expenses $ 293,621 Total deferred tax asset 293,621 Valuation allowance (293,621) Deferred tax asset, net of allowance $ — The income tax provision consists of the following: December 31, 2019 Federal Current $ 627,795 Deferred (293,621) State Current $ — Deferred — Change in valuation allowance 293,621 Income tax provision $ 627,795 As of December 31, 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2019, the change in the valuation allowance was $293,621. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 18.5 % Income tax provision 39.5 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS At December 31, 2019, assets held in the Trust Account were comprised of $176,625,548 in money market funds which are invested in U.S. Treasury Securities. Through December 31, 2019, the Company has withdrawn $764,269 of interest earned on the Trust Account to pay its franchise and income tax obligations. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Description Level 2019 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 176,625,548 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 26, 2020, the Company entered into a commitment letter (the “FILO Commitment Letter”) with NewCo and Veritas Capital Credit Funding, L.P. (“Veritas”), pursuant to which, and subject to the terms and conditions set forth therein, Veritas has committed to provide the Company with a senior secured asset-based “first-in/last-out” term loan with an aggregate commitment of up to $75 million (the “FILO Facility”). The Company intends to use the net proceeds of the FILO Facility to finance a portion of the cash consideration payable in the proposed AerSale Business Combination. The funding of the FILO Facility under the FILO Commitment Letter is contingent upon the satisfaction of customary conditions. 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 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of money market accounts. As of December 31, 2019, cash equivalents amounted to $176,780. The Company did not have any cash equivalents as of December 31, 2018. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2019, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders' equity section of the Company's consolidated balance sheets. |
Offering costs | Offering costs Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $4,014,101 were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2019 and 2018, the Company had a deferred tax asset of approximately $294,000 and $0, respectively, which had a full valuation allowance recorded against it of approximately $294,000 and $0, respectively. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the year ended December 31, 2019, the Company recorded income tax expense of approximately $628,000 primarily related to interest income earned on the Trust Account. The Company's effective tax rate for the year ended December 31, 2019 was approximately 40%, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net income (loss) per common share | Net income (loss) per common share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 17,967,500 shares of common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. The Company's statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted for redeemable common stock is calculated by dividing the interest income earned on the Trust Account (net of applicable franchise and income taxes of approximately $810,000 for the year ended December 31, 2019), by the weighted average number of redeemable common stock outstanding for the period or since original issuance. Net loss per common share, basic and diluted for non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to redeemable common stock, by the weighted average number of non-redeemable common stock outstanding for the period. Non-redeemable common stock includes the Founder Shares and the Private Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 20, 2018 Year (inception) Ended Through December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 3,164,817 $ — Income and Franchise Tax $ (810,032) $ — Net Earnings $ 2,354,785 $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 17,250,000 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.14 — Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ 963,510 $ (451) Redeemable Net Earnings $ (2,354,785) $ — Non-Redeemable Net Loss $ (1,391,275) $ (451) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 4,947,438 3,750,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) $ (0.00) Note: As of December 31, 2019 and 2018, basic and diluted shares are the same as there are no securities that are dilutive to the Monocle’s common stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2019 includes the effect of 717,500 Private Units, which were issued in conjunction with the initial public offering on February 11, 2019. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2019 and 2018, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Period from August 20, 2018 Year (inception) Ended Through December 31, December 31, 2019 2018 Redeemable Common Stock Numerator: Earnings allocable to Redeemable Common Stock Interest Income $ 3,164,817 $ — Income and Franchise Tax $ (810,032) $ — Net Earnings $ 2,354,785 $ — Denominator: Weighted Average Redeemable Common Stock Redeemable Common Stock, Basic and Diluted 17,250,000 — Earnings/Basic and Diluted Redeemable Common Stock $ 0.14 — Non-Redeemable Common Stock Numerator: Net Income minus Redeemable Net Earnings Net Income (Loss) $ 963,510 $ (451) Redeemable Net Earnings $ (2,354,785) $ — Non-Redeemable Net Loss $ (1,391,275) $ (451) Denominator: Weighted Average Non-Redeemable Common Stock Non-Redeemable Common Stock, Basic and Diluted (1) 4,947,438 3,750,000 Loss/Basic and Diluted Non-Redeemable Common Stock $ (0.28) $ (0.00) Note: As of December 31, 2019 and 2018, basic and diluted shares are the same as there are no securities that are dilutive to the Monocle’s common stockholders. (1) The weighted average non-redeemable common stock for the year ended December 31, 2019 includes the effect of 717,500 Private Units, which were issued in conjunction with the initial public offering on February 11, 2019. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAX | |
Schedule of components of net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, 2019 Deferred tax asset Organizational costs/Startup expenses $ 293,621 Total deferred tax asset 293,621 Valuation allowance (293,621) Deferred tax asset, net of allowance $ — |
Schedule of components of income tax provision | The income tax provision consists of the following: December 31, 2019 Federal Current $ 627,795 Deferred (293,621) State Current $ — Deferred — Change in valuation allowance 293,621 Income tax provision $ 627,795 |
Schedule of reconciliation of federal income tax rate to the Company's effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Change in valuation allowance 18.5 % Income tax provision 39.5 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value of held-to-maturity securities | December 31, Description Level 2019 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 176,625,548 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | Feb. 11, 2019USD ($)D$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Description Of Organization And Business Operations [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 17,250,000 | ||
Shares Issued, Price Per Share | $ / shares | $ 10.10 | ||
Proceeds from Stock Options Exercised | $ 172,500,000 | ||
Proceeds from Issuance of Private Placement | $ 7,175,000 | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 4,014,101 | ||
Expense Related to Distribution or Servicing and Underwriting Fees | 3,450,000 | ||
Stock Issued During The Period Other Offering Costs | 564,101 | ||
Assets Held-in-trust | 176,625,548 | $ 0 | |
Proceeds from Issuance Initial Public Offering | $ 174,225,000 | 169,050,000 | |
Related Party Transaction, Due from (to) Related Party | $ 1,500,000 | ||
Investment period | 180 days | ||
Percentage of assets required to be held in trust | 80.00% | ||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | ||
Common Stock Redemption Price Per Share | shares | 10.10 | ||
Percentage of Public Shares Company may redeem | 100.00% | ||
Extension period to consummate a Business Combination | 3 months | ||
Business Combination Completion Period | 24 months | ||
Share Price | $ / shares | $ 0.10 | $ 0.10 | |
Maximum number of business days to cease all operations | D | 10 | ||
Cash balance | $ 319,399 | $ 41,093 | |
Interest Income from Trust Account | 2,401,000 | ||
Cash withdrawn from Trust Account | $ 764,269 | ||
Minimum [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Tangible Assets Required to Proceed With Business Combination Net | $ 5,000,001 | ||
Percentage on Restriction of Redemption Of Shares | 15.00% | ||
Maximum [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Common Stock Redemption Price Per Share | shares | 10.10 | ||
Interest on funds held in Trust account to pay dissolution expenses | $ 100,000 | ||
Cash [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Assets Held-in-trust | 1,480,492 | ||
Deposits In Trust [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Deposits | $ 1,725,000 | ||
IPO [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 17,250,000 | 17,250,000 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 4,014,101 | ||
Over-Allotment Option [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,250,000 | ||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||
Private Placement [Member] | |||
Description Of Organization And Business Operations [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | shares | 717,500 | 717,500 | |
Shares Issued, Price Per Share | $ / shares | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 7,175,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - EPS (Details) - USD ($) | Feb. 11, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Non Redeemable Common Stock Abstract | |||
Net income (loss) | $ (451) | $ 963,510 | |
Redeemable Net Earnings | 2,354,785 | ||
Non-Redeemable Net Loss | $ (451) | $ (1,391,275) | |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted | 3,750,000 | 4,947,438 | |
Loss/Basic and Diluted Non-Redeemable Common Stock | $ 0 | $ (0.28) | |
Redeemable Common Stock Abstract | |||
Interest income | $ 0 | $ 3,164,817 | |
Income and Franchise Tax | (810,032) | ||
Net Earnings | $ 2,354,785 | ||
Weighted average shares outstanding of redeemable common stock, basic and diluted | 0 | 17,250,000 | |
Earnings/Basic and Diluted Redeemable Common Stock | $ 0 | $ 0.14 | |
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 | ||
Private Placement [Member] | |||
Redeemable Common Stock Abstract | |||
Sale of Stock, Number of Shares Issued in Transaction | 717,500 | 717,500 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) | Feb. 11, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)shares |
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 41,093 | $ 319,399 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 4,014,101 | ||
Deferred Tax Assets, Net | 0 | 294,000 | |
Deferred Tax Assets, Valuation Allowance | 0 | 293,621 | |
Income tax expense | 0 | $ 627,795 | |
Effective Expected Income Tax Rate Due | 40 | ||
Unrecognized tax benefits | 0 | $ 0 | |
Accrued interest and penalties relating to unrecognized tax benefits | $ 0 | $ 0 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 17,967,500 | ||
Franchise taxes | $ 810,000 | ||
Cash, FDIC Insured Amount | $ 250,000 | ||
Shares Subject to Forfeiture, If Over Allotment Option Not Exercised | shares | 562,500 | ||
Money Market Funds [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 176,780 | ||
IPO [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 4,014,101 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - $ / shares | Feb. 11, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 | |
Number of shares of common stock to be purchased by each warrant | 17,967,500 | |
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares/warrants comprised in a unit (in shares) | 1 | |
Number of shares of common stock to be purchased by each warrant | 1 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Number of shares/warrants comprised in a unit (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 | 17,250,000 |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,250,000 | |
Sale of Stock, Price Per Share | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | Feb. 11, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 17,250,000 | |
Number of shares of common stock to be purchased by each warrant | 17,967,500 | |
Exercise price of warrants (in dollars per share) | $ 0.01 | |
Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 591,334 | |
Cowen [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 126,166 | |
Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 717,500 | 717,500 |
Sale of Stock, Price Per Share | $ 10 | |
Sale of Stock, Consideration Received on Transaction | $ 7,175,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,250,000 | |
Sale of Stock, Price Per Share | $ 10 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number Of Shares And Warrants Comprised In Unit | 1 | |
Number of shares of common stock to be purchased by each warrant | 1 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Number Of Shares And Warrants Comprised In Unit | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Feb. 07, 2019USD ($) | Sep. 30, 2018USD ($)D$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Feb. 11, 2019$ / shares | Nov. 30, 2018USD ($)shares | Nov. 19, 2018shares |
Related Party Transaction [Line Items] | ||||||
Shares Issued During The Period Founder Shares Issued | 5,750,000 | |||||
Shares Issued During the Period Value of Founder Shares | $ | $ 25,000 | |||||
Equity Method Investment, Ownership Percentage | 20.00% | |||||
Period not to transfer, assign of sell Founder shares after completion of Business Combination | 1 year | |||||
Threshold share price (in dollars per share) | $ / shares | $ 12 | |||||
Number of trading days within any 30-trading day period | D | 20 | |||||
Period Of Extension To Consummate Business Combination | 3 months | |||||
Business Combination Completion Period | 24 months | |||||
Proceeds held in trust account that would repay working capital loans | $ | $ 0 | |||||
Share Price | $ / shares | $ 0.10 | $ 0.10 | ||||
Business Acquisition, Share Price | $ / shares | 10 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10.10 | |||||
Related Party Transaction, Due from (to) Related Party | $ | $ 1,500,000 | |||||
Due to Related Parties | $ | 0 | |||||
General and Administrative Expense | $ | $ 10,000 | |||||
Sponsor Fees | $ | 110,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued During The Period Founder Shares Issued | 5,390,625 | |||||
Number of Shares Transferred To Parent Company | 45,000 | |||||
Purchase Price Of Number Of Shares Transferred To Parent Entity | $ | $ 195 | |||||
Number Of Shares Forfeited By Subsidiaries | 1,347,656 | |||||
Founder Shares Outstanding | 3,997,969 | |||||
Deposits In Trust [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deposits | $ | $ 1,725,000 | |||||
Minimum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Period after the Company's Business Combination | 150 days | |||||
Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ | $ 200,000 | |||||
Over Allotment Not Exercised [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder Shares Outstanding | 562,500 | |||||
Over Allotment Fully Exercised [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Founder Shares Not Subject To Forfeitures | 562,500 | |||||
Cowen [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued During The Period Founder Shares Issued | 359,375 | |||||
Number Of Shares Forfeited By Subsidiaries | 89,844 | |||||
Founder Shares Outstanding | 269,531 | |||||
Cowen [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number Of Shares Forfeited By Subsidiaries | 1,437,500 | |||||
Founder Shares Outstanding | 4,312,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 08, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)item$ / shares | Dec. 31, 2018$ / shares |
Registration Payment Arrangement [Line Items] | |||
Number of demands | item | 3 | ||
Period may not exercise demand registration rights | 5 years | ||
Period may not exercise "piggyback" rights | 7 years | ||
Number of occasions may exercise its demand rights | item | 1 | ||
Par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock | AerSale Corp [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Par value (in dollars per share) | $ / shares | $ 0.01 | ||
Merger Agreement, First Merger [Member] | NewCo Common Stock [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Number of shares issued in exchange for shares held in the company | shares | 1 | ||
Par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Merger Agreement, First Merger [Member] | Monocle Common Stock [Member] | Merger Sub 1 [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Number of shares issued in exchange for shares held in the company | shares | 1 | ||
Merger Agreement, First Merger [Member] | Warrant [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Number of shares issued in exchange for shares held in the company | shares | 1 | ||
Merger Agreement, Second Merger [Member] | AerSale Corp [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Aggregate Consideration | $ 400,000,000 | ||
Aggregate Cash Consideration | 250,000,000 | ||
Merger Agreement, Second Merger [Member] | AerSale Corp [Member] | Minimum [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Reduced Cash Consideration | $ 200,000,000 | ||
Merger Agreement, Second Merger [Member] | NewCo Common Stock [Member] | AerSale Corp [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Aggregate Common Stock Consideration, number of shares | shares | 15,000,000 | ||
Aggregate Common Stock Consideration, value per share | $ / shares | $ 10 | ||
Aggregate Common Stock Consideration | $ 150,000,000 | ||
Aggregate Additional Common Stock Consideration, number of shares | shares | 2,500,000 | ||
Transfer of first half of common stock consideration, trigger share price per share | $ / shares | $ 12.50 | ||
Transfer of first half of common stock consideration, threshold number of trading days | 20 | ||
Transfer of first half of common stock consideration, threshold number of consecutive trading days | 30 | ||
Transfer of second half of common stock consideration, trigger share price per share | $ / shares | $ 14 | ||
Transfer of second half of common stock consideration, threshold number of trading days | 20 | ||
Transfer of second half of common stock consideration, threshold number of consecutive trading days | 30 | ||
Merger Agreement, Second Merger [Member] | NewCo Convertible Preferred Stock [Member] | AerSale Corp [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Shares issued in exchange for reduced cash consideration, value | $ 50,000,000 | ||
Dividend rate | 5.00% | ||
Par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Scenario, Plan [Member] | |||
Registration Payment Arrangement [Line Items] | |||
Business Acquisition, Transaction Costs | $ 6,037,500 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2019itemD$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, Shares Authorized | 5,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 200,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes for each share | item | 1 | |
Common Stock, Shares, Issued | 5,285,054 | 4,312,500 |
Common Stock, Shares, Outstanding | 5,285,054 | 4,312,500 |
Shares Subject To Possible Redemption Settlement Terms Number Of Shares | 16,994,946 | 0 |
Period warrants become exercisable | D | 30 | |
Number of days from closing of Business Combination exercise of warrants must be effective | D | 90 | |
Warrant exercisable period | 5 years | |
Warrants expiration period | 5 years | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |
Number of days prior notice for redemption of warrants | 30 days | |
Threshold share price of common stock for warrant redemption (in dollars per share) | $ / shares | $ 18 | |
Number of trading days within 30-trading day period | D | 20 |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset | ||
Organizational costs/Startup expenses | $ 293,621 | |
Total deferred tax asset | 293,621 | |
Valuation allowance | (293,621) | $ 0 |
Deferred tax asset, net of allowance | $ 0 |
INCOME TAX - Components of inco
INCOME TAX - Components of income tax provision (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Federal | ||
Current | $ 627,795 | |
Deferred | (293,621) | |
State | ||
Current | 0 | |
Deferred | 0 | |
Change in valuation allowance | 293,621 | |
Income tax provision | $ 0 | $ 627,795 |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of federal income tax rate to Company's effective tax rate (Details) | 12 Months Ended |
Dec. 31, 2019 | |
INCOME TAX | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 18.50% |
Effective Income Tax Rate Reconciliation, Percent, Total | 39.50% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair value hierarchy of the valuation inputs (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust | $ 176,625,548 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | U S Treasury Securities Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust | $ 176,625,548 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Held-in-trust | $ 176,625,548 | $ 0 |
Cash withdrawn from Trust Account | 764,269 | |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets Held-in-trust | $ 176,625,548 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Millions | Jan. 26, 2020USD ($) |
Subsequent Event | FILO facility | |
Subsequent Event [Line Items] | |
Aggregate commitment | $ 75 |