0000905148-20-000112.txt : 20200123 0000905148-20-000112.hdr.sgml : 20200123 20200123102946 ACCESSION NUMBER: 0000905148-20-000112 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200123 DATE AS OF CHANGE: 20200123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Monocle Acquisition Corp CENTRAL INDEX KEY: 0001754170 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 831751907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90932 FILM NUMBER: 20540753 BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (917) 544-5151 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSO CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001287978 IRS NUMBER: 200406508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 352-6100 MAIL ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT L.P. DATE OF NAME CHANGE: 20130806 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20130731 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20040421 SC 13G 1 efc20-88_sc13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
MONOCLE ACQUISITION CORPORATION
 (Name of Issuer)
Common stock, par value $0.0001 per share
 (Title of Class of Securities)
609754106
 (CUSIP Number)
January 16, 2020
 (Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[    ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[    ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
CUSIP No. 609754106
 
Page 2 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO SPAC FUND LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,207,462
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,207,462
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,207,462
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.42%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

CUSIP No. 609754106
 
Page 3 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO MANAGEMENT, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,207,462
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,207,462
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,207,462
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.42%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

CUSIP No. 609754106
 
Page 4 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO CAPITAL MANAGEMENT, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,207,462
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,207,462
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,207,462
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.42%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA, PN
 
 
 
 

CUSIP No. 609754106
 
Page 5 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,207,462
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,207,462
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,207,462
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.42%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO, HC
 
 
 
 

CUSIP No. 609754106
 
Page 6 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 HOWARD I. FISCHER
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 1,207,462
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 1,207,462
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 1,207,462
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 5.42%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN, HC
 
 
 
 


 
Page 7 of 11 Pages

Item 1(a).
Name of Issuer:

Monocle Acquisition Corporation (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

750 Lexington Avenue, Suite 1501, New York, NY 10022

Item 2(a).
Name of Person Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):


 i)
Basso SPAC Fund LLC (“Basso SPAC”);

ii)
Basso Management, LLC (“Basso Management”);

iii)
Basso Capital Management, L.P. (“BCM”);

iv)
Basso GP, LLC (“Basso GP”); and

v)
Howard I. Fischer (“Mr. Fischer”).

This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the principle portfolio manager for Basso SPAC, the Chief Executive Officer and a founding partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 1266 East Main Street, Fourth Floor, Stamford, Connecticut 06902.

Item 2(c).
Citizenship:

Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company. BCM is a Delaware limited partnership. Mr. Fischer is a citizen of the United States.

Item 2(d).
Title of Class of Securities:
Common Stock, par value $.0001 per share (the “Shares”)

Item 2(e).
CUSIP Number:

609754106

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.
Ownership:

Item 4(a)
Amount Beneficially Owned:

As of January 22, 2020, each of the Reporting Persons may be deemed the beneficial owner of 1,207,462 Shares. This amount excludes warrants to purchase Shares (“Warrants”) underlying Units or held directly by the Reporting Persons, if any, because the Reporting Persons do not have the right to acquire the Shares underlying any such Warrants within 60 days.
 
Page 8 of 11 Pages

Item 4(b)
Percent of Class:

As of January 22, 2020, each of the Reporting Persons may be deemed the beneficial owner of approximately 5.42% of Shares outstanding. (There were 22,280,000 Shares outstanding as of November 12, 2019, according to the Issuer’s Form 10-Q, filed on November 12, 2019.)

Item 4(c)
Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,207,462
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,207,462

Item 5.
Ownership of Five Percent or Less of a Class:

  This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
Page 9 of 11 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  BASSO SPAC FUND LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Authorized Signatory  
       

  BASSO MANAGEMENT, LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Member  
       
 
  BASSO CAPITAL MANAGEMENT, L.P.  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Chief Executive Officer & Founding Partner  
       
 
  BASSO GP, LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Member  
       
 
  HOWARD I. FISCHER  
       
/s/ Howard I. Fischer		  

 
 
 
 January 23, 2020
 
 
Page 10 of 11 Pages
EXHIBIT INDEX
Ex.
  
Page No.
     
A
Joint Filing Agreement
11








 
Page 11 of 11 Pages


JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Monocle Acquisition Corporation dated as of January 23, 2020 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
  BASSO SPAC FUND LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Authorized Signatory  
       

  BASSO MANAGEMENT, LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Member  
       
 
  BASSO CAPITAL MANAGEMENT, L.P.  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Chief Executive Officer & Founding Partner  
       
 
  BASSO GP, LLC  
       
By:
/s/ Howard I. Fischer  
    Name: Howard I. Fischer  
    Title:   Member  
       
 
  HOWARD I. FISCHER  
       
/s/ Howard I. Fischer		  

 
January 23, 2020