Item 8.01. Other Events.
On
October 23, 2020, CF Finance Acquisition Corp. (the “Company” or “CFFA”) issued a press release
announcing certain financial results of GCM Grosvenor Inc. (“GCM PubCo”) as of September 30, 2020. The Company
also announced that it has established November 3, 2020 as the date for its special meeting of stockholders (the “Special
Meeting”) to be held with respect to the previously announced business combination (the “Business Combination”)
with GCM Pubco, a Delaware corporation and a direct wholly owned subsidiary of Grosvenor Capital Management Holdings, LLLP (“Grosvenor
Capital”), an Illinois limited liability limited partnership, pursuant to that certain Transaction Agreement (the “Transaction
Agreement”) by and among CFFA, CF Finance Intermediate Acquisition, LLC, a Delaware limited liability company and direct
wholly owned subsidiary of CFFA, CF Finance Holdings, LLC, a Delaware limited liability company, Grosvenor Holdings, L.L.C., an
Illinois limited liability company, Grosvenor Capital, GCM Grosvenor Management, LLC, a Delaware limited liability company, Grosvenor
Holdings II, L.L.C., a Delaware limited liability company, GCMH GP, L.L.C., a Delaware limited liability company, GCM V, LLC, a
Delaware limited liability company, and GCM PubCo.
A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This document contains
certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions
(the “Transactions”) between GCM PubCo and CFFA, including statements regarding the anticipated timing of the
Transactions. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would”
and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the forward-looking statements in this document, including but not limited
to: (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price
of CFFA’s securities, (ii) the risk that the Transactions may not be completed by CFFA’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by CFFA, (iii) the failure to satisfy
the conditions to the consummation of the Transactions, including the approval by the stockholders of CFFA, the satisfaction of
the minimum trust account amount following redemptions by CFFA’s public stockholders and the receipt of certain governmental
and regulatory approvals, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination
of the transaction, (v) the effect of the announcement or pendency of the Transactions on Grosvenor Capital’s business relationships,
performance, and business generally, (vi) risks that the Transactions disrupt current plans of Grosvenor Capital and potential
difficulties in Grosvenor Capital employee retention as a result of the Transactions, (vii) the outcome of any legal proceedings
that may be instituted against GCM PubCo or against CFFA related to the Transactions, (viii) the ability to maintain the listing
of GCM PubCo’s stock on the Nasdaq Stock Market, (ix) volatility in the price of CFFA’s securities, (ix) the ability
to implement business plans, forecasts, and other expectations after the completion of the Transactions, and identify and realize
additional opportunities, and (x) the risk of downturns in the highly competitive asset management industry. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of CFFA’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the joint
registration statement/proxy statement on Form S-4 discussed below and other documents filed by CFFA from time to time with the
Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements,
and GCM PubCo and CFFA assume no obligation and do not intend to update or revise these forward-looking statements, whether as
a result of new information, future events, or otherwise. Neither GCM PubCo nor CFFA gives any assurance that either GCM PubCo
or CFFA will achieve its expectations.
Additional Information and Where to Find It
This document does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. CFFA and GCM PubCo have filed a registration statement on Form S-4 that includes
a joint proxy statement/prospectus. The proxy statement/prospectus has been sent to all CFFA stockholders. CFFA and GCM PubCo also
will file other documents regarding the Transactions with the SEC. Before making any voting decision, investors and security holders
of CFFA are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC in connection with the Transactions as they become available because they will contain important
information about the Transactions.
Investors and security
holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will
be filed with the SEC by CFFA through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
CFFA and GCM PubCo and
their respective directors and officers may be deemed to be participants in the solicitation of proxies from CFFA’s stockholders
in connection with the Transactions. Information about CFFA’s directors and executive officers and their ownership of CFFA’s
securities is set forth in the Form S-4 registration statement filed by GCM PubCo that includes a joint proxy statement/prospectus.
Additional information regarding the interests of those persons and other persons who may be deemed participants in the Transactions
may be obtained by reading the proxy statement/prospectus regarding the Transactions. You may obtain free copies of these documents
as described in the preceding paragraph.