SecProbe.io

Mail Stop 3561           July 16, 2009   Mark D. Klein, Chief Executive Officer Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35
th Floor
New York, New York  10022
 Re: Alternative Asset Mana gement Acquisition Corp.
  Revised Preliminary Proxy Statement on Schedule 14A   Filed July 10, 2009   File No. 001-33629
 Great American Group, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-4
  Filed July 10, 2009   File No. 333-159644

Dear Mr. Klein:

We have reviewed your letter dated July 9, 2009 in response to our July 1, 2009 comment
letter, your revised preliminary proxy statemen t on Schedule 14A, and amendment number two
to your registration statement on Form S-4, a nd we have the following comments.  Where
indicated, we think you should re vise your documents in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as neces sary in your explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments.

Preliminary Proxy Statement on Schedule 14A

 General

1. We note your responses to comments one and two of  our letter dated July 1, 2009 stating that
the Warrant Redemption will be effected, that it is a non-waivable condition to the consummation of the Acquisition, that Great Amer ican Group, Inc. intends to initiate an
exchange offer regarding its outstanding warra nts following the Acquisition, and that Great
American Group, Inc. intends to file a registra tion statement relating to  the shares of common
stock underlying the warrants that  will be issued pursuant to th e exchange offer.  Also, we
note your revised disclosure.  In each inst ance throughout your document where you discuss

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 2

the Warrant Redemption, please clarify the wa rrantholders’ available options following every
scenario you discuss.  In this regard, although not an exhaustive list, please revise your filing
to address the following:

• Disclose, if accurate, that concurre ntly with the Acquisition, all AAMAC
warrants will be exchanged for Great Am erican Group, Inc. warrants.  Currently,
your disclosure on page 12 suggests th at AAMAC warrantholders will only
receive the right to receive Great  American Group, Inc. warrants.

• Clarify the terms of the Great Amer ican Group, Inc. warrants that the
warrantholders will receiv e upon consummation of the Acquisition making sure to
address whether the warrants are exercisable under any  scenario.  If not, please
disclose.

• Clarify, if accurate, that in the event th e exchange offer is consummated within 90
days of the Acquisition, such that there is an effective registration statement on
file with us for the warrants and the underlying shares of those warrants, the
warrantholders will have the option up to  90 days after the Acquisition to either
have their existing warrants redeemed at $0.50 per warrant or exchange their
warrants on a one for one basis for warrant s exchangeable into the common stock
of Great American Group, Inc.

• Discuss the warrantholders’ options in the event that Great American Group, Inc.
does not commence an exchange offer within 90 days of the consummation of the Acquisition, such that an effective regi stration statement for the warrants and the
underlying shares of those warrants is not on file with us.  It is our understanding
that in this scenario, within 90 days of the Acquisition al l outstanding warrants
would be redeemed at $0.50 per warrant.  If  not accurate, please  revise or advise.

• Discuss the potential dilutive effects on the common shares of Great American
Group, Inc. in the event that the excha nge offer is consummated and all of
warrantholders elect to exchange their warrants for common shares of Great American Group, Inc.  In this regard, we  understand your disclosure to state that
the Great American Group, Inc. warrants will be exercisabl e at a price that
exceeds the greater of $7.50 or the trading price of Great American Group, Inc.’s
common stock on the date that the exchange offer commences.  Assume, for purposes of this disclosure, that the st ock price is such that the warrants are
exercisable.

Risk Factors, page 49

2. Please revise the first full risk factor on page  58 titled, “AAMAC plans to redeem all of its
warrants prior to their exercisability, which ma y limit the value of the warrants,” to reflect

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 3

the material risks of the redemption, excha nge offer, and all other aspects of your
contemplated transaction to you, your warranthold ers, and your sharehol ders, as applicable.

Background of the Acquisition, page 89
3. We note your response to comment five of our letter dated July 1, 2009.  In your response
letter to us, please confirm fo r us that you have disclosed a ll the material circumstances
surrounding the Termination Agreement with Halycon Asset Management, LLC and that
further discussion of the circumstances regard ing the termination of the Halycon agreement
and related facts is not material.
4. We note your response to comment six of our  letter dated July 1, 2009 and reissue our
comment in part.  Please discuss the reasons that you increased the fees payable by Great
American Group, LLC to B. Riley & Co. by an amount equal to the finder’s fee previously
payable to John Ahn under his Finder’s Agre ement.  We understand your reasons for
terminating the Finder’s Agreement, but it is unclear why Great American Group, LLC
elected to compensate Mr. Ahn fo r services it did not receive.

AAMAC’s Board of Directors’ Reasons fo r the Approval of the Acquisition, page 93
5. Please revise your discussion on pages 93 and 94, and throughout your filing including your
risk factors, as appropriate, to  address the consideration your board gave in deciding to not
obtain an updated fairness opinion in connection with the change in terms of the Acquisition.

Opinion of Financo, Inc., Financ ial Advisor to AAMAC, page 95
6. We note that you have amended your filing to state that Financo’s fairness opinion only
applies to the Original Purchase Agreement.  Please further revise your disclosure to clearly
and prominently state that Financo has not update d its fairness opinion to  reflect the current
terms of the Acquisition.
Unaudited Pro Forma Condensed Combined Financial Data, page 127
7. We note your response to comment 11 of our le tter dated July 1, 2009.  You have indicated
in your response that upon closing of the Ac quisition, holders of AAMAC common stock are
estimated to have voting interest of 8 3.23% assuming minimum conversion and a voting
interest of 77.86% assuming maximum conversion.  On page 125 and elsewhere in your
document, you disclose ownership percen tages of 82.07% assuming minimum conversion
and 76.76% assuming maximum conversion.  To f acilitate a reader’s understanding of the
transaction and related accounting treatment, please provide a tabular  share and ownership
presentation to disclose the voting interest s you estimate upon closing of the transaction.
8. We note your responses to comments 10 through 13 of our letter dated July 1, 2009.  You
have included two pro forma presentations which appear to be based on the same results and

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 4

relative voting interests occurring from the tr ansaction reflecting tw o different accounting
treatments.  It is not clear why you have in cluded an alternative pr esentation reflecting a
reverse merger recapitalization of Great Amer ican.  You stated in your response you have
concluded the transaction should be accounted fo r as an acquisition of Great American in
accordance with SFAS 141R using the purchase method of accounting based on the range of
expected voting interests of 77.86% to 83.23%.  Please revise to delete the alternative
presentation reflecting a reverse merger recapital ization or revise to di sclose what different
results may reasonably likely occur from the tr ansaction that would cau se the transaction to
be accounted for as a reverse merger.  If the primary difference is th e actual relative voting
interest that could result from  the transaction, you should disc lose the different range of
expected voting interests and a description of the assumptions whereby AAMAC’s relative
voting interest would be less th an that depicted under your pro forma presentation assuming
the acquisition of Great American pursuant to SFAS 141R.  We may have further comment.

Great American Group , LLC a nd Subsidiaries, page F-32
 (9) Revolving Credit Facilities, page F-52

9. In the last two sentences on page F-53, you di sclose you had received waivers from your
lenders to June 30, 2009.  Please update and expand your disclosure to indicate the nature of
any existing violations.  Refer to Rule 4-08(c) of Regulation S-X.

Amendment No. 2 to Registration Statement on Form S-4
10. Please address the above comments regarding Alternative Asset Management Acquisition
Corp.’s revised preliminary proxy statement on Schedule 14A to the extent they are
applicable to your amended regi stration statement on Form S-4.

* * *
 As appropriate, please amend your filings and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendments that keys your responses to  our comments and provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendments a nd responses to our comments.

Mark D. Klein
Alternative Asset Management Acquisition Corp. July 16, 2009 Page 5

  You may contact Scott String er, Staff Accountant, at (202)  551-3272, or in his absence,
Donna DiSilvio, Staff Accountant, at (202) 551- 3202 if you have questions regarding comments
on the financial statements and related matters.  Please contact Chris Chase, Attorney-Advisor, at
(202) 551-3485, John Fieldsend, Attorney-Advisor, at (202) 551-3343 or me at with any other
questions.
Sincerely,

H. Christopher Owings Assistant Director
  cc: Douglas S. Ellenoff, Esq.
Ellenoff Grossman & Schole LLP
 Robert R. Carlson, Esq.
Paul, Hastings, Janofsky & Walker LLP

David Miller, Esq. Graubard Miller

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