0000912282-20-000040.txt : 20200213 0000912282-20-000040.hdr.sgml : 20200213 20200213171138 ACCESSION NUMBER: 0000912282-20-000040 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: MM ASSET MANAGEMENT INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90932 FILM NUMBER: 20611962 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: MMCAP International Inc. SPC CENTRAL INDEX KEY: 0001304857 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD STREET 2: 94 SOLARIS AVE., CAMANA BAY, PO BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 416-408-0997 MAIL ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SVCS (CAYMAN) LTD STREET 2: 94 SOLARIS AVE., CAMANA BAY, PO BOX 1348 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 SC 13G/A 1 mmcap-monocle13ga_021320.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
______________________________
SCHEDULE 13G
Amendment No. 1

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

MONOCLE ACQUISITION CORP.
(Name of Issuer)

 
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)

 
609754106
(CUSIP Number)


December 31, 2019
(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)
☒   Rule 13d-1(c)
 Rule 13d-1(d)



CUSIP No. 609754106
13G
Page 2 of 6 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
MMCAP International Inc. SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 
                                                                                                                     (b)     ☐
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
5
SOLE VOTING POWER
NUMBER OF
 
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
 
155,861
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
 
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
 
155,861
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
155,861
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 
 
     
 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  <5%*
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 609754106
13G
Page 3 of 6 Pages

1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
 
MM Asset Management Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 
                                                                                                                     (b)     ☐
 
     
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ontario, Canada
 
5
SOLE VOTING POWER
NUMBER OF
 
0
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
 
155,861
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
 
0
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH
 
155,861
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
155,861
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 
 
     
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
<5%*
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!


CUSIP No. 609754106
13G
Page 4 of 6 Pages

Item 1 (a). Name of Issuer:

Monocle Acquisition Corporation

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:

i)     MMCAP International Inc. SPC

ii)    MM Asset Management Inc.

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

i)     c/o Mourant Governance Services (Cayman) Limited
       94 Solaris Avenue
       Camana Bay, P.O. Box 1348
    Grand Cayman, KY1-1108, Cayman Island

ii)    161 Bay Street
TD Canada Trust Tower Ste 2240
       Toronto, ON M5J 2S1 Canada

Item 2 (c). Citizenship:

i)  Cayman Islands
ii) Ontario, Canada

Item 2 (d). Title of Class of Securities:

Common Stock, par value $0.0001

Item 2 (e). CUSIP Number:

609754106

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a) ☐ 
Broker or dealer registered under Section 15 of the Act;


(b) ☐
Bank as defined in Section 3(a)(6) of the Act;


(c) ☐
Insurance Company as defined in Section 3(a)(19) of the Act;


(d) ☐
Investment Company registered under Section 8 of the Investment Company Act;


(e) ☐
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);


(f) ☐
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);


(g) ☐
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);


(h) ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;


(i) ☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:


(j) ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).


If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 


CUSIP No. 609754106
13G
Page 5 of 6 Pages

 
Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.


(a)
Amount beneficially owned: 155,861
 

(b)
Percent of class:  <5%*


(c)
Number of shares as to which such person has:

(i)   Sole power to vote or to direct the vote:  0
 
(ii)  Shared power to vote or to direct the vote:  155,861
 
(iii) Sole power to dispose or to direct the disposition of:  0
 
(iv) Shared power to dispose or to direct the disposition of:  155,861

*The percentages used herein are calculated based on 22,280,000 outstanding shares of common stock of the Issuer as of November 12, 2019.

Instruction.  For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

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

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].


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

N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

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

N/A

Item 9.
Notice of Dissolution of Group.

N/A
 


CUSIP No. 609754106
13G
Page 6 of 6 Pages

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.




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.



 
February 13, 2020
 
(Date)
   
 
MMCAP International Inc. SPC
 
 
 
By: /s/ Matthew MacIsaac                                
Matthew MacIsaac, Director
   
   
 
February 13, 2020
 
(Date)
   
 
MM Asset Management Inc.
 
 
 
By: /s/ Hillel Meltz                                     
Hillel Meltz, President