SecProbe.io

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 July 7, 2025

Michael J. Sacks
Chief Executive Officer
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, IL 60611

 Re: GCM Grosvenor Inc.
 Registration Statement on Form S-3
 Filed June 27, 2025
 File No. 333-288378
Dear Michael J. Sacks:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Drew Capurro, Esq.
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CORRESP
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 GCM Grosvenor Inc.

 900 North Michigan Avenue

 Suite 1100

 Chicago, Illinois 60611

 July 7, 2025

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3010

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 GCM Grosvenor Inc. Registration Statement on Form S-3 (Registration No. 333-288378)

 To the addressee set forth above:

 In accordance with Rule 461 under
the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3
(Registration No. 333-288378) (the " Registration Statement ") of GCM Grosvenor Inc. (the " Company ").
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on July 9, 2025, or at such later
time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008.

 Thank you for your assistance
in this matter.

 Sincerely,

 GCM Grosvenor Inc.

 By:
 /s/ Burke J. Montgomery

 Name:
 Burke J. Montgomery

 Title:
 General Counsel

 cc:
 Maria Lennox, GCM Grosvenor Inc.

 Drew Capurro, Latham & Watkins LLP

CORRESP
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GCM Grosvenor Inc.

900 North Michigan Avenue

Suite 1100

Chicago, Illinois 60611

July 27, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3010

100 F Street, N.E.

Washington, D.C. 20549

 Re: GCM Grosvenor Inc. Registration Statement on Form S-3 (Registration No. 333-265278)

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form
S-3 (Registration No. 333-265278) (the “Registration Statement”) of GCM Grosvenor Inc. (the “Company”).
We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on July 29, 2022, or at such later
time as the Company or its counsel may orally request via telephone call to the staff. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Drew Capurro at (714) 755-8008 or Christopher
Bezeg at (202) 637-1019.

If you have any questions
regarding the foregoing, please do not hesitate to contact Drew Capurro at (714) 755-8008 or Christopher Bezeg at (202) 637-1019, of Latham
& Watkins LLP. Thank you in advance for your consideration.

    Very truly yours,

    GCM Grosvenor Inc.

    By:
    /s/ Burke J. Montgomery

    Name:
    Burke J. Montgomery

    Title:
    General Counsel

    cc:
    Burke J. Montgomery, GCM Grosvenor Inc.

    Maria Lennox, GCM Grosvenor Inc.

    Drew Capurro, Latham & Watkins LLP

    Christopher Bezeg, Latham & Watkins LLP

United States securities and exchange commission logo
July 22, 2022
Pamela Bentley
Chief Financial Officer
GCM Grosvenor Inc.
900 North Michigan Avenue, Suite 1100
Chicago, IL 60611
Re:GCM Grosvenor Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-39716
Dear Ms. Bentley:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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July 11, 2022

VIA EDGAR

Office of Finance

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Amit Pande, Accounting Branch Chief

  Michael Volley, Staff Accountant

  Re:
  GCM Grosvenor Inc.

  Form 10-K for Fiscal Year Ended December 31, 2021

  Filed February 25, 2022

  File No. 001-39716

To the addressees set forth above:

This letter is in response
to the comment letter, dated June 28, 2022 (the “Comment Letter”), from the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission regarding the above-referenced Form 10-K (the
“Form 10-K”) for the fiscal year ended December 31, 2021, filed on February 25, 2022. For your convenience,
we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each comment.
Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Form 10-K.

Form 10-K for Fiscal Year Ended December 31,
2021

Result of Operations, page 82

 1. We note the materiality and variability of net income (loss) attributable to each interest in the
periods presented. Please tell us and revise future filings to provide a discussion of net income (loss) attributable to:

 ● redeemable noncontrolling interests,

 ● noncontrolling interests in subsidiaries,

 ● noncontrolling interests in GCMH, and

 ● GCM Grosvenor Inc.

This discussion should provide
investors with a better understanding of the underlying reasons for changes in these line items from period to period and the material
drivers of the net income loss attributable to each interest. Refer to Item 303 of Regulation S-K for guidance.

Response: GCM Grosvenor Inc.
(the “Company”) acknowledges the Staff’s comment and will revise Results of Operations in future filings
to add a discussion of net income (loss) attributable to the various noncontrolling interests and to the Company. Example disclosure for
the year ended December 31, 2021 is provided below:

Components of Results of Operations

Net Income (Loss) Attributable to Noncontrolling
Interests

Net income attributable to redeemable
noncontrolling interest related to certain limited partnership interests that were subject to redemptions by third-party investors. As
these interests were redeemable upon the occurrence of an event that is not solely within the control of the Company, amounts relating
to third-party interests in such consolidated entities were classified within the mezzanine section of the Consolidated Statements of
Financial Condition as redeemable noncontrolling interest. There was no remaining redeemable noncontrolling interest following the exercise
of the Mosaic call right on July 2, 2021, as further described in Note 4 of our Consolidated Financial Statements included elsewhere in
Part II, Item 8 of this Annual Report on Form 10-K.

    July 11, 2022

Page 2

Net income attributable to noncontrolling
interests in subsidiaries represents the economic interests of third parties in certain consolidated subsidiaries.

Net income (loss) attributable to noncontrolling
interests in GCMH represents the economic interests of GCMH Equityholders in GCMH. Profits and losses, other than partnership interest-based
compensation, are allocated to the noncontrolling interests in GCMH in proportion to their relative ownership interests regardless of
their basis.

Results of Operations

Net Income (Loss) Attributable to Noncontrolling
Interests

Net income attributable to redeemable
noncontrolling interest was $19.8 million for the year ended December 31, 2021 compared to $14.1 million for the year ended December 31,
2020. The increase was due to higher investment performance of underlying limited partnership interests in our investment funds during
the year ended December 31, 2021 (prior to the exercise of the Mosaic call right on July 2, 2021, as discussed above) as compared to the
performance for the year ended December 31, 2020.

Net income attributable to noncontrolling
interests in subsidiaries was $36.9 million for the year ended December 31, 2021 compared to $11.6 million for the year ended December
31, 2020. The increase was primarily attributable to an increase in income generated by our consolidated subsidiaries not wholly owned
by us.

Net income (loss) attributable to noncontrolling
interests in GCMH was $63.8 million for the year ended December 31, 2021 compared to $(112.9) million for the year ended December 31,
2020. The increase was primarily attributable to the underlying performance of GCMH and higher partnership interest-based compensation
in the year ended December 31, 2020 as compared to the year ended December 31, 2021, which is allocated solely to the noncontrolling interests
in GCMH, as further discussed in Note 13 of our Consolidated Financial Statements included elsewhere in Part II, Item 8 of this Annual
Report on Form 10-K.

    July 11, 2022

Page 3

Non-GAAP Financial Measures, page 85

 2. Please tell us and revise future filings to further explain why management believes the presentation
of each individual non-GAAP financial measure provides useful information to investors. For example, for adjusted income measures, more
clearly explain why the material adjustments result in a measure that provides additional insight into your profitability and why the
adjustments are not indicative of your core performance. Refer to Item 10(e)(1)(i)(c) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and will revise the non-GAAP portion of Results of Operations in future filings to provide further explanation
of why management believes each non-GAAP measure provides useful information to investors. The Company will revise the non-GAAP financial
measure descriptions as follows (new / amended text italicized and underlined):

Net Incentive Fees Attributable to
GCM Grosvenor

Net incentive fees are used to highlight
fees earned from incentive fees that are attributable to GCM Grosvenor. Net incentive fees represent incentive fees excluding (a) incentive
fees contractually owed to others and (b) cash-based incentive fee related compensation. Net incentive fees provide investors useful
information regarding the amount that such fees contribute to the Company’s earnings and are used by management in making compensation
and capital allocation decisions.

Adjusted Pre-Tax Income, Adjusted Net
Income and Adjusted EBITDA

Adjusted Pre-Tax Income, Adjusted Net
Income and Adjusted EBITDA are non-GAAP measures used to evaluate our profitability. Adjusted Pre-Tax Income represents net income attributable
to GCM Grosvenor Inc. including (a) net income (loss) attributable to GCMH, excluding (b) provision for income taxes, (c) changes in fair
value of derivatives and warrants, (d) amortization expense, (e) partnership interest-based and non-cash compensation, (f) equity-based
compensation, (g) unrealized investment income, (h) changes in TRA liability and (i) certain other items that we believe are not indicative
of our core performance, including charges related to corporate transactions and employee severance. Adjusted Net Income represents Adjusted
Pre-Tax Income minus adjusted income taxes. Adjusted EBITDA represents Adjusted Net Income excluding (a) adjusted income taxes, (b) depreciation
and amortization expense and (c) interest expense on our outstanding debt.

The Company is a holding
company with no material assets other than its indirect ownership of equity interests in GCMH. The GCMH Equityholders may from time
to time cause GCMH to redeem any or all of their GCMH common units in exchange, at the Company’s election, for either cash
(based on the market price for a share of the Class A common stock) or shares of Class A common stock. As such, net income (loss)
attributable to noncontrolling interests in GCMH is added back in order to reflect the full economics of the underlying business as
if GCMH Equityholders converted their interests to shares of Class A common stock. Other noncontrolling interests do not have the
ability to convert those interests into equity interests of the Company, and as such, income (loss) attributable to these
noncontrolling interests are not adjusted for in our non-GAAP financial measures.

We believe Adjusted Pre-Tax Income, Adjusted
Net Income and Adjusted EBITDA are useful to investors because they provide additional insight into the operating
profitability of our core business across reporting periods. These measures (1) present a view of the
economics of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock and (2) adjust
for certain non-cash and other activity in order to provide more comparable results of the core business across reporting periods. These
measures are used by management in budgeting, forecasting and evaluating operating results.

    July 11, 2022

Page 4

Adjusted Net Income Per Share

Adjusted net income per share is
a non-GAAP measure that is calculated by dividing Adjusted Net Income by adjusted shares outstanding. Adjusted shares outstanding assumes
the hypothetical full exchange of limited partnership interests in GCMH into Class A common stock of GCM Grosvenor Inc., the dilution
from outstanding warrants for Class A common stock of GCM Grosvenor Inc. and the dilution from outstanding equity-based compensation.
We believe adjusted net income per share is useful to investors because it enables them to better evaluate per-share performance across
reporting periods.

Fee-Related Revenue and Fee-Related
Earnings

Fee-Related Revenue
(“FRR”) is a non-GAAP measure used to highlight revenues from recurring management fees and administrative fees. FRR
represents total operating revenues less (1) incentive fees and (2) fund reimbursement revenue. We believe FRR is useful to
investors because it provides additional insight into our relatively stable management fee base separate from incentive fee
revenues, which tend to have greater variability. Fee-Related Earnings (“FRE”) is a non-GAAP metric used to
highlight earnings from fund management fees and administrative fees. FRE represents adjusted EBITDA further adjusted to exclude (a)
incentive fees and related compensation and (b) other non-operating income, and to include depreciation expense. We believe FRE is
useful to investors because it provides additional insights into the management fee driven operating profitability of our
business.

 3. Please tell us and revise future filings to clarify why you believe adding back net income (loss)
attributable to noncontrolling interests in GCMH for certain adjusted income measures provides useful information to investors. Additionally,
clarify why you do not add back income attributable to other noncontrolling interests.

Response: The Company acknowledges
the Staff’s comment and will revise the non-GAAP portion of Results of Operations in future filings, as illustrated above in our
response to comment 2, to clarify why net income (loss) for only certain noncontrolling interests, but not for others, is included in
non-GAAP financial measures.

As disclosed in our Form 10-K, the Company
is a holding company with no material assets other than its indirect ownership of equity interests in GCMH. The GCMH Equityholders may
from time to time cause GCMH to redeem any or all of their GCMH common units in exchange, at the Company’s election, for either
cash (based on the market price for a share of the Class A common stock) or shares of Class A common stock.

As such, for certain non-GAAP financial
measures, the Company adds back net income (loss) attributable to noncontrolling interests in GCMH in order to reflect the full economics
of the underlying business as if GCMH Equityholders converted their interests to shares of Class A common stock. Third-parties that hold
the noncontrolling interests in other consolidated subsidiaries and the redeemable noncontrolling interest do not have the ability to
convert those interests into equity interests of the Company, and as such, income (loss) attributable to these noncontrolling interests
are not included in our non-GAAP financial measures.

    July 11, 2022

Page 5

Notes to Consolidated Financial Statements,
page 110

 4. We note your disclosure on pages 61 and 65 related to potential restrictions on distributions from
GCMH. Please revise future filings to disclose the amount of retained earnings or net income that is restricted or free from restrictions
for payment of dividends and distributions by GCMH. Refer to Rule 4-08(e)(3) of Regulation S-X for guidance.

Response: The Company acknowledges
the Staff’s comment and will revise future filings to disclose additional restrictions for payment of dividends and distributions
by GCMH in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results
of Operations. Example disclosure as of December 31, 2021 is provided below:

The terms of the Company’s current
debt instruments contain covenants that may restrict the Company and its subsidiaries from paying distributions to its members. As a holding
company, we are dependent upon the ability of GCMH to make distributions to its members, including us. However, the ability of GCMH to
make such distributions is subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt
instruments and applicable Delaware law.  These restrictions include restrictions on the payment of distributions whenever the payment
of such distributions would cause GCMH to no longer be in compliance with any of its financial covenants under the Senior Loan. Absent
an event of default under the credit agreement governing the terms of the Senior Loan, GCMH may make unlimited distributions when the
Total Leverage Ratio (as defined in the Credit Agreement) is below 2.75x. As of December 31, 2021, the Total Leverage Ratio was below
2.75x and the Company was in compliance with all financial covenants.

Note 21. Earnings (Loss) Per Share, page 142

 5. Please tell us in detail and revise future filings to explain what the adjustment in the numerator
for exchange of partnership units represents and how you calculate it. Also, explain to us why the adjustment does not equal the net income
(loss) attributable to noncontrolling interests in GCMH.

Response: The Company acknowledges
the Staff’s comment and will revise the Earnings (Loss) Per Share footnote in future filings to clarify how the diluted earnings
per share numerator adjustment for the exchange of Partnership units is calculated.

As disclosed in our Form 10-K, GCMH
is treated as a pass-through entity for U.S. federal and state income tax purposes. As such, income generated by GCMH flows through to
its partners, and is generally not subject to U.S. federal or state income tax at the partnership level.

When applying the if-converted method
to calculate the potential dilutive impact of the exchangeable common units of the Partnership, the earnings per share numerator adjustment
reflects the net income (loss) attributable to noncontrolling interests in GCMH, as reported, adjusted for the hypothetical incremental
provision (benefit) for income taxes that would have been recorded by the Company if the units had been converted. In making this adjustment,
we considered and analogized to authoritative guidance in ASC 260-10-55-64 Example 7 regarding securities of a subsidiary and their impacts
in applying the if-converted method.

* * * *

    July 11, 2022

Page 6

We hope that the foregoing
has been responsive to the Staff’s comments. Please do not hesitate to contact me at pbentley@gcmlp.com or Katie Sullivan, our Chief
Accounting Officer, at ksullivan@gcmlp.com with any questions regarding the foregoing.

  Sincerely,

  /s/ Pamel

United States securities and exchange commission logo
June 28, 2022
Pamela Bentley
Chief Financial Officer
GCM Grosvenor Inc.
900 North Michigan Avenue, Suite 1100
Chicago, IL 60611
Re:GCM Grosvenor Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-39716
Dear Ms. Bentley:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Results of Operations, page 82
1.We note the materiality and variability of net income (loss) attributable to each interest in
the periods presented.  Please tell us and revise future filings to provide a discussion of net
income (loss) attributable to:

•redeemable noncontrolling interests,
•noncontrolling interests in subsidiaries,
•noncontrolling interests in GCMH, and
•GCM Grosvenor Inc.

This discussion should provide investors with a better understanding of the underlying
reasons for changes in these line items from period to period and the material drivers of
the net income loss attributable to each interest.  Refer to Item 303 of Regulation S-K for
guidance.

 FirstName LastNamePamela Bentley
 Comapany NameGCM Grosvenor Inc.
 June 28, 2022 Page 2
 FirstName LastName
Pamela Bentley
GCM Grosvenor Inc.
June 28, 2022
Page 2
Non-GAAP Financial Measures, page 85
2.Please tell us and revise future filings to further explain why management believes the
presentation of each individual non-GAAP financial measure provides useful information
to investors.  For example, for adjusted income measures, more clearly explain why the
material adjustments result in a measure that provides additional insight into your
profitability and why the adjustments are not indicative of your core performance.  Refer
to Item 10(e)(1)(i)(c) of Regulation S-K.
3.Please tell us and revise future filings to clarify why you believe adding back net income
(loss) attributable to noncontrolling interests in GCMH for certain adjusted income
measures provides useful information to investors.  Additionally, clarify why you do not
add back income attributable to other noncontrolling interests.
Notes to Consolidated Financial Statements , page 110
4.We note your disclosure on pages 61 and 65 related to potential restrictions on
distributions from GCMH.  Please revise future filings to disclose the amount of retained
earnings or net income that is restricted or free from restrictions for payment of dividends
and distributions by GCMH.  Refer to Rule 4-08(e)(3) of Regulation S-X for guidance.
Note 21. Earnings (Loss) Per Share, page 142
5.Please tell us in detail and revise future filings to explain what the adjustment in the
numerator for exchange of partnership units represents and how you calculate it.  Also,
explain to us why the adjustment does not equal the net income (loss) attributable to
noncontrolling interests in GCMH.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michael Volley, Staff Accountant at 202-551-3437 or Amit Pande,
Accounting Branch Chief at 202-551-3423 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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GCM Grosvenor Inc.

900 North Michigan Avenue

Suite 1100

Chicago, Illinois 60611

December 10, 2020

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    GCM Grosvenor Inc.

Registration Statement on Form S-1

Filed December 4, 2020

File No. 333-251109

To whom it may concern:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, GCM Grosvenor Inc. (the “Company”) hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-251109) be accelerated
by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on December 14, 2020 or as soon as practicable thereafter.

* * * *

The Company requests that we be notified of
such effectiveness by a telephone call to Rachel Sheridan of Latham & Watkins LLP at (202) 637-2139 or to Drew Capurro of Latham
& Watkins LLP at (714) 755-8008 and that such effectiveness also be confirmed in writing.

Very truly yours,

    GCM Grosvenor Inc.

    /s/ Michael J. Sacks

Name: Michael J. Sacks

    Title: Chief Executive Officer

    cc:
    Burke Montgomery, General Counsel and Secretary, GCM Grosvenor
Inc.

    Justin G. Hamill, Latham & Watkins LLP

Rachel W. Sheridan, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
December 10, 2020
Burke J. Montgomery
General Counsel and Secretary
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
Re:GCM Grosvenor Inc.
Registration Statement on Form S-1
Filed December 4, 2020
File No. 333-251109
Dear Mr. Montgomery:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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GCM Grosvenor Inc.

900 North Michigan Avenue

Suite 1100

Chicago, Illinois 60611

October 13, 2020

Via EDGAR

Sonia
Bednarowski

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Re:  GCM
                                         Grosvenor Inc.

    Registration
                                         Statement on Form S-4

    File
                                         No. 333-242297

Dear Ms. Bednarowski:

Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, GCM Grosvenor Inc. (the “Company”) hereby respectfully
requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-242297) be accelerated
by the Securities and Exchange Commission to 4:30 p.m. Washington D.C. time on October 14, 2020 or as soon as practicable thereafter.

* * * *

The Company requests that we be notified
of such effectiveness by a telephone call to Rachel Sheridan of Latham & Watkins LLP at (202) 637-2139 or to Drew Capurro
of Latham & Watkins LLP at (714) 755-8008 and that such effectiveness also be confirmed in writing.

    Very truly yours,

    GCM Grosvenor Inc.

    /s/ Michael J. Sacks

    Name: Michael J. Sacks
Title: Chief Executive Officer

cc:  Burke Montgomery, General Counsel, Grosvenor Capital Management

    Justin
G. Hamill, Latham & Watkins LLP

Rachel
W. Sheridan, Latham & Watkins LLP

Drew
Capurro, Latham & Watkins LLP

Stuart
Neuhauser, Ellenoff Grossman & Schole LLP

Douglas
S. Ellenoff, Ellenoff Grossman & Schole LLP

Joshua
N. Englard, Ellenoff Grossman & Schole LLP

Ken
Lefkowitz, Hughes Hubbard & Reed LLP

Gary
J. Simon, Hughes Hubbard & Reed LLP

Michael
Traube, Hughes Hubbard & Reed LLP

CORRESP
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    555 Eleventh Street, N.W., Suite 1000

    Washington, D.C. 20004-1304

    Tel: +1.202.637.2200 Fax: +1.202.637.2201

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    October 9, 2020
    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Via EDGAR
    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    Securities and Exchange Commission
    London
    Singapore

    Division of Corporation Finance
    Los Angeles
    Tokyo

    100 F Street, N.E.
    Madrid
    Washington, D.C.

    Washington, D.C. 20549
    Milan

    Attn:
    Division of Corporation Finance

    Sonia Bednarowski

    John Dana Brown

    Michael Volley

    John Nolan

    Re:
    GCM Grosvenor Inc.

    Amendment No. 2 to Registration Statement on Form S-4

    Filed October 5, 2020

    File No. 333-242297

Ladies and Gentlemen:

On behalf of our client,
GCM Grosvenor Inc. (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated October 8, 2020 (the “Comment Letter”) with respect to Amendment No. 2 to
the Registration Statement on Form S-4 filed with the Commission by the Company on October 5, 2020. Concurrently with the filing
of this letter, the Company has filed Amendment No. 3 to the Registration Statement on Form S-4 (the “Registration
Statement”) through EDGAR.

For your convenience,
we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our response below each
comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

General

 1. Please make the following revisions or advise. Add GCM Investments GP LLC to the Organizational
Chart on page 16. Add the unaffiliated third party investor with an interest in Mosaic to the Organizational Chart. Show in that
chart or notes thereto why Lakeshore Investments GP, LLC is a related party, as noted on page F-48, including any voting and economic
interest held in or by the entities shown on this page.

Response: The Company
acknowledges the Staff’s comment and has revised pages 16 and 17 of the Registration Statement accordingly.

October 9, 2020

Page 2

Amendment No. 2 to Registration Statement
on Form S-4

General

 2. Please be advised that the Division of Investment Management continues to review the matter
addressed in comment 13 of our letter dated September 3, 2020. All comments, including those issued by the Division of Investment
Management, must be resolved prior to effectiveness.

Response: In response
to communications with the Divisions of Investment Management regarding the Registration Statement, the Company has revised page
68 of the Registration Statement.

Summary Term Sheet, page xii

 3. We note your response to our prior comment 1 and reissue in part. Please revise to additionally
disclose the dollar amount of the aggregate value that the GCMH Equityholders will receive pursuant to the Transactions, including
both cash and noncash.

Response: The Company
acknowledges the Staff’s comment and has revised page xvi of the Registration Statement accordingly.

What happens if a substantial number
of public stockholders vote in factor of the Business

Combination Proposal, page xix

 4. We note your response to comment 2 on page xix that 13,874,445 shares of CFAC Class A common
stock may be redeemed “[b]ased on the Trust Account figures as of June 30, 2020” For clarity, please disclose here the
maximum number of public shares that may be redeemed such that CFAC is able to satisfy the Minimum Available CFAC Cash Amount without
requiring the GCMH Equityholders and affiliates either to raise the Additional Holder Equity Amount or to waive the requirement
based upon the Trust Account figures as of September 15, 2020. In this regard, we note your disclosure that in September 2020 stockholders
holding 6,592,942 shares of CFAC Class A common stock exercised their redemption rights, reducing the amount in the Trust Account
by $68.4 million.

Response: The Company
acknowledges the Staff’s comment and has revised page xix of the Registration Statement accordingly.

Questions and Answers About the Proposals
For CFAC Stockholders, page xxiv

 5. We note your response to our prior comment 3 and reissue in part. Additionally state the
percentage economic and voting interest in the limited partnership represented by the 7.3% limited partnership interest that H&F
is selling. State here the aggregate value of consideration that holders of CFAC common stock will receive for their shares pursuant
to the Transactions. State the percentage voting and economic interest, direct and indirect, in GCMH that the CFAC public stockholders
will receive in return.

Response: The Company
acknowledges the Staff’s comment and has revised page xxiv of the Registration Statement accordingly.

Certain Relationships and Related Person
Transactions

GCM Grosvenor, page 258

 6. Please file the related person agreements with Mr. Malkin disclosed in this section as exhibits
to your registration statement or tell us why you believe this is not necessary.

Response: The Company acknowledges the Staff’s comment and advises
the Staff that it has filed its principal headquarters lease agreement (as disclosed on page 259 of the Registration Statement)
and amendments thereto as exhibits to the Registration Statement, and has determined that there are no other arrangements with
Mr. Malkin that require documents to be filed under Item 601(b)(10) of Regulation S-K. In addition to its consideration of the
requirements of Item 601(b)(10) of Regulation S-K, the Company also advises the Staff that it is a matter of long standing firm
practice that current and former executives such as Mr. Malkin invest on a no fee no carry basis, and there are no agreements with
regard to utilizing the insurance agency or with regards to the employment of Mr. Malkin’s immediate family member, who serves
as an associate for the firm.

* * * *

October 9, 2020

Page 3

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions
or comments regarding the foregoing to me at (202) 637-2139 or my colleague, Drew Capurro, at (714) 755-8008.

    Very truly yours,

    /s/ Rachel W. Sheridan

    Rachel W. Sheridan

    of LATHAM & WATKINS LLP

 cc: Michael J. Sacks, Chief Executive Officer, GCM Grosvenor
Inc.

Burke Montgomery, General Counsel, Grosvenor
Capital Management

Justin G. Hamill, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

Stuart Neuhauser, Ellenoff Grossman &
Schole LLP

Douglas S. Ellenoff, Ellenoff Grossman &
Schole LLP

Joshua N. Englard, Ellenoff Grossman &
Schole LLP

Ken Lefkowitz, Hughes Hubbard & Reed
LLP

Gary J. Simon, Hughes Hubbard & Reed
LLP

Michael Traube, Hughes Hubbard & Reed
LLP

United States securities and exchange commission logo
October 8, 2020
Michael J. Sacks
Chief Executive Officer
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, IL 60611
Re:GCM Grosvenor Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 5, 2020
Response dated October 5, 2020
File No. 333-242297
Dear Mr. Sacks:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 30, 2020 letter.
Response Dated October 5, 2020
General
1.Please make the following revisions or advise.  Add GCM Investments GP LLC to the
Organizational Chart on page 16.  Add the unaffiliated third party investor with an interest
in Mosaic to the Organizational Chart.  Show in that chart or notes thereto why Lakeshore
Investments GP, LLC is a related party, as noted on page F-48, including any voting and
economic interest held in or by the entities shown on this page.

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 October 8, 2020 Page 2
 FirstName LastName
Michael J. Sacks
GCM Grosvenor Inc.
October 8, 2020
Page 2
Amendment No. 2 to Registration Statement on Form S-4
General
2.Please be advised that the Division of Investment Management continues to review the
matter addressed in comment 13 of our letter dated September 3, 2020.  All comments,
including those issued by the Division of Investment Management, must be resolved prior
to effectiveness.
Summary Term Sheet, page xii
3.We note your response to our prior comment 1 and reissue in part.  Please revise to
additionally disclose the dollar amount of the aggregate value that the GCMH
Equityholders will receive pursuant to the Transactions, including both cash and noncash.
What happens if a substantial number of public stockholders vote in factor of the Business
Combination Proposal, page xix
4.We note your response to comment 2 on page xix that 13,874,445 shares of CFAC Class
A common stock may be redeemed "[b]ased on the Trust Account figures as of June 30,
2020"  For clarity, please disclose here the maximum number of public shares that may be
redeemed such that CFAC is able to satisfy the Minimum Available CFAC Cash Amount
without requiring the GCMH Equityholders and affiliates either to raise the Additional
Holder Equity Amount or to waive the requirement based upon the Trust Account figures
as of September 15, 2020.  In this regard, we note your disclosure that in September
2020 stockholders holding 6,592,942 shares of CFAC Class A common stock exercised
their redemption rights, reducing the amount in the Trust Account by $68.4 million.
Questions and Answers About the Proposals For CFAC Stockholders, page xxiv
5.We note your response to our prior comment 3 and reissue in part.  Additionally state the
percentage economic and voting interest in the limited partnership represented by the
7.3% limited partnership interest that H&F is selling.  State here the aggregate value of
consideration that holders of CFAC common stock will receive for their shares pursuant to
the Transactions.  State the percentage voting and economic interest, direct and indirect, in
GCMH that the CFAC public stockholders will receive in return.
Certain Relationships and Related Person Transactions
GCM Grosvenor, page 258
6.Please file the related person agreements with Mr. Malkin disclosed in this section as
exhibits to your registration statement or tell us why you believe this is not necessary.

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 October 8, 2020 Page 3
 FirstName LastName
Michael J. Sacks
GCM Grosvenor Inc.
October 8, 2020
Page 3
            You may contact Michael Volley at 202-551-3437 or John Nolan, Senior Advisor, at
202-551-3492 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    555 Eleventh Street, N.W., Suite 1000

Washington, D.C.  20004-1304

Tel: +1.202.637.2200  Fax: +1.202.637.2201

www.lw.com

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October 5, 2020

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Sonia Bednarowski

John Dana Brown

Michael Volley

John Nolan

Division of Corporation Finance

    Re:
    GCM Grosvenor Inc.

Amendment No. 1 to Registration Statement
on Form S-4

Filed September 18, 2020

File No. 333-242297

Ladies and Gentlemen:

On behalf of our client,
GCM Grosvenor Inc. (the “Company”), we submit this letter setting forth (on Exhibit A) to this
letter a corrected version of the diagram on page 16 of the registration statement on Form S-4 cited above (the “Registration
Statement”), which was omitted from Amendment No. 2 to the Registration Statement due to technical error. The diagram
is being provided in response to comment #6 of the staff of the Securities and Exchange Commission in its comment letter dated
September 30, 2020.

* * * *

Please direct any questions
or comments regarding the foregoing to me at (202) 637-2139 or my colleague, Drew Capurro, at (714) 755-8008.

    Very truly yours,

    /s/ Rachel W. Sheridan

    Rachel W. Sheridan

    of LATHAM & WATKINS LLP

    cc:
    Michael J. Sacks, Chief Executive Officer, GCM Grosvenor Inc.

Burke Montgomery, General Counsel, Grosvenor Capital
Management

Justin G. Hamill, Latham & Watkins LLP

Drew Capurro, Latham & Watkins LLP

Stuart Neuhauser, Ellenoff Grossman & Schole
LLP

Douglas S. Ellenoff, Ellenoff Grossman & Schole
LLP

Joshua N. Englard, Ellenoff Grossman & Schole
LLP

Ken Lefkowitz, Hughes Hubbard & Reed LLP

Gary J. Simon, Hughes Hubbard & Reed LLP

Michael Traube, Hughes Hubbard & Reed LLP

Exhibit A

		Organizational Structure

		 The following diagram, which is subject to change based upon any redemptions by current CFAC stockholders of public shares in connection with the business combination, illustrates the expected ownership structure of GCM PubCo immediately following the Closing. The percentages of voting and economic interests in GCM PubCo and GCMH described below assume no redemptions of shares of CFAC Class A common stock in connection with the business combination.

		____________

(1)      Refers to Holdings, Management LLC and Holdings II.

		(2)      GCMHK is licensed to deal in securities (Type 1) and advise on securities (Type 4) by the Hong Kong Securities and Futures Commission.

		(3)      MIP is entitled to carried interest distributions from certain GCM Funds.

		(4)      GCMLP and GCM Customized Fund Investment Group, L.P. are SEC-registered investment advisers.

		(5)      GCM Investments UK LLP is authorized and regulated by the UK Financial Conduct Authority to provide investment advisory and arranging services to professional investors.

		(6)      GCM Partners I, L.P. is entitled to carried interest distributions from certain GCM Funds.

		(7)      GIJKK is registered as a securities company in Japan with the Kanto Local Finance Bureau.

		(8)      GRV Securities is an SEC-registered broker-dealer registered with the SEC.

		 (9)      Certain entities that are subsidiaries of CFIG Holdings are also entitled to carried interest distributions from certain GCM Funds.

		 (10)    Mosaic holds limited partnership interests representing a right to 80-90% of GCM Grosvenor’s share of the carried interest generated by funds raised prior to December 31, 2019 and certain funded general partner interests. Distributable proceeds received by Mosaic for certain of its assets are distributed to its limited partners in accordance with their respective capital contributions with respect to such assets until such time as the third-party investor has received a certain specified multiple of its capital contributions, and thereafter to GCMH. Distributable proceeds received by Mosaic for its other assets are distributed to its limited partners in accordance with their respective capital contributions with respect to such assets. In the event that the third-party investor has received amounts attributable to the Mosaic Carry in excess of certain specified

		16

		 thresholds prior to certain specified dates, and certain net asset value thresholds are exceeded, then the percentage of the Mosaic Carry allocated to the third-party investor will be adjusted downward. For more information on Mosaic and these interests, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GCM Grosvenor — Mosaic Transaction.”

		 (11)    GCM Grosvenor’s economic interest is variable by carry plan and by award tranche within each carry plan. Economic interest in each carry plan is divided among current and former GCM Grosvenor professionals and GCM Grosvenor, with GCM Grosvenor’s economic interest shared with Mosaic as described in note (10) above.

		17

CORRESP
1
filename1.htm

    555 Eleventh Street, N.W., Suite 1000

Washington, D.C.  20004-1304

Tel: +1.202.637.2200  Fax: +1.202.637.2201

www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
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    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

October
2, 2020

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Attn: Sonia
Bednarowski

John
Dana Brown

Michael
Volley

John
Nolan

Division
of Corporation Finance

 Re: GCM
Grosvenor Inc.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
September 18, 2020

File
No. 333-242297

Ladies
and Gentlemen:

On
behalf of our client, GCM Grosvenor Inc. (the “Company”), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated September 30, 2020 (the “Comment Letter”)
with respect to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Commission by the Company on September
18, 2020. Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on
Form S-4 (the “Registration Statement”) through EDGAR.

For
your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our
response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the
Registration Statement.

Summary
Term Sheet, page xiii

 1. We
                                         note our response to comment 2 that “the aggregate value of the consideration that
                                         the GCMH Equityholders will receive pursuant to the Transactions is the sum of: (i) the
                                         Option Consideration, (ii) if Holdings elects to effect the Grosvenor Class B-1 Sale,
                                         up to $38,079,389.50, (iii) the GCMH Consideration, (iv) the GCM Consideration and (v)
                                         the IntermediateCo Contribution Amount.” Please revise to disclose the dollar amount
                                         of the aggregate value of consideration that the GCMH Equityholders will received pursuant
                                         to the Transactions. In addition, please disclose the aggregate value that the CFAC
                                         shareholders and warrant holders will receive.

Response: The Company acknowledges
the Staff’s comment and has revised page xvi of the Registration Statement accordingly.

    October 2, 2020
 Page 2

What
happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal, page xx

 2. We
                                         note your revised disclosure in response to comment 3. Please disclose here that the
                                         Minimum Available CFAC Cash Amount is $300,000,000, and disclose here the maximum number
                                         of public shares that may be redeemed such that CFAC is able to satisfy the Minimum Available
                                         CFAC Cash Amount without requiring the GCMH Equityholders and affiliates either to raise
                                         the Additional Holder Equity Amount or to waive the requirement. In addition, disclose
                                         here that, in conjunction with the September 10, 2020 vote to extend the date for consummating
                                         the initial business combination, stockholders holding 6,592,942 shares of CFAC Class
                                         A common stock exercised their redemption rights, reducing the amount in the Trust Account
                                         by $68.4 million.

Response: The Company acknowledges
the Staff’s comment and has revised pages xix and xx of the Registration Statement accordingly.

What
transactions are occurring with the H&F Parties, page xxv

 3. We
                                         note your response to our prior comment 4. Please additionally explain how the dollar
                                         value the H&F Parties are receiving and their percentage in the limited partnership
                                         interests of GCMH compares to the monetary value that CFAC’s public stockholders
                                         are giving and the percentage interest in GCMH that they are receiving.

Response: The Company acknowledges
the Staff’s comment and has revised page xxiv of the Registration Statement accordingly.

Summary
of the Proxy Statement/Prospectus Our Company

Scalable
and Predictable Business Model, page 5

 4. We
                                         note your response to comment 8 that your incentive fees have greater variability between
                                         time periods. Please revise to disclose quantitative information regarding the variability
                                         between such fees, including the decrease of approximately 50% of the incentive fees
                                         earned for the six months ended June 30, 2020.

Response: The Company acknowledges
the Staff’s comment and has revised pages 5 and 170 of the Registration Statement accordingly.

 5. We
                                         note your revised disclosure on pages 5 and 169 in response to comment 9 that you expect
                                         to start charging management fees under existing contracts for approximately $5.6 billion,
                                         over the course of approximately the next three years, as capital is invested or based
                                         on an agreed upon fee ramp in schedule. Please briefly describe the fee ramp so that
                                         investors understand when the $5.6 billion will be invested, and please disclose the
                                         ability of such capital to be withdrawn and any past experiences with withdrawals.

Response: The Company acknowledges
the Staff’s comment and has revised pages 5 and 170 of the Registration Statement accordingly.

    October 2, 2020
 Page 3

Organizational
Structure, page 16

 6. Please
                                         revise the diagram on page 16 to disclose percentage economic and voting interests.

Response: The Company acknowledges
the Staff’s comment and has revised pages 16 and 17 of the Registration Statement accordingly.

Proposal
No. 1 The Business Combination Proposal

Background
of the Business Combination, page 105

 7. We
                                         note your response to comment 16. Please revise to disclose whether GCM Grosvenor or
                                         CFAC proposed the valuation of the Grosvenor Companies and disclose whether there were
                                         any negotiations in connection with such valuation.

Response:
The Company acknowledges the Staff’s comment and has revised page 107 of the Registration Statement accordingly.

Non-GAAP
Financial Measures, page 210

 8. Please
                                         tell us how you recognized the current and deferred tax impact of the adjustments related
                                         to your Adjusted Net Income performance measure. Please revise to present the income
                                         tax impact as a separate adjustment and disclose how it was computed. Refer to Question
                                         102.11 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures
                                         for guidance.

Response: The Company acknowledges
the Staff’s comment and has revised pages 213 and 214 of the Registration Statement accordingly. The Company further advises
the Staff that the historical financial statements represent a partnership, which, as a pass-through entity, is subject to minimal
income taxes at the partnership level. Income taxes are comprised of income taxes at foreign subsidiaries and New York City Unincorporated
Business Tax. All taxes have been recognized as current.

Note
3. Mosaic Transaction, page F-48

 9. Please
                                         refer to comment 28. It appears that the $48.0 million received to fund future investment
                                         commitments was recognized as a capital contribution for redeemable noncontrolling interests.
                                         Noting you received excess consideration related to the $125.4 million received for equity
                                         interests, please tell us how you considered whether this payment represented excess
                                         consideration for the redeemable non-controlling interests.

Response:
As noted in the Company’s prior response to comment 28, Mosaic is a consolidated subsidiary of GCMH and was formed to allow
for the Mosaic Counterparty to indirectly invest in GCMH’s Carry Plan Entities. GCMH consolidates Mosaic as a result of
being the primary beneficiary holding both the power to direct the activities and the ability to absorb economics that are potentially
significant. The Carry Plan Entities serve as general partners of, or are special limited partners in, certain of the GCM Funds.
Accordingly, each of the Carry Plan Entities has an ownership interest in certain underlying GCM Funds and is obligated to provide
certain management services to the underlying funds for which it is entitled to a carried interest fee. Both before and after
the Mosaic Transaction, the Carry Plan Entities are consolidated by GCMH.

In
response to the Staff’s comment, the Company notes that the aggregate proceeds received from Mosaic Counterparty for the
acquired non-controlling interest in Mosaic was $173.4 million. The aggregate proceeds are inclusive of $48.0 million received
that will ultimately be used to fund future investment commitments. Accordingly, pursuant to the guidance in ASC 810-10-45-23,
the excess of (1) the proceeds of $173.4 million (comprised of $125.4 million plus $48.0 million) over (2) the amount recognized
in non-controlling interest of $112.5 million, was recorded as a $60.9 million increase to GCMH’s Partner’s Capital.
The amount recognized as non-controlling interest is reflective of Mosaic Counterparty’s share of the net assets in Mosaic.

*
* * *

    October 2, 2020
 Page 4

We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues
as quickly as possible. Please direct any questions or comments regarding the foregoing to me at (202) 637-2139 or my colleague,
Drew Capurro, at (714) 755-8008.

    Very truly yours,

    /s/
    Rachel W. Sheridan

    Rachel W. Sheridan

    of LATHAM & WATKINS LLP

 cc: Michael
J. Sacks, Chief Executive Officer, GCM Grosvenor Inc.

Burke
Montgomery, General Counsel, Grosvenor Capital Management

Justin
G. Hamill, Latham & Watkins LLP

Drew
Capurro, Latham & Watkins LLP

Stuart
Neuhauser, Ellenoff Grossman & Schole LLP

Douglas
S. Ellenoff, Ellenoff Grossman & Schole LLP

Joshua
N. Englard, Ellenoff Grossman & Schole LLP

Ken
Lefkowitz, Hughes Hubbard & Reed LLP

Gary
J. Simon, Hughes Hubbard & Reed LLP

Michael
Traube, Hughes Hubbard & Reed LLP

United States securities and exchange commission logo
September 30, 2020
Michael J. Sacks
Chief Executive Officer
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, IL 60611
Re:GCM Grosvenor Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed September 18, 2020
File No. 333-242297
Dear Mr. Sacks:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 3, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary Term Sheet, page xiii
1.We note your response to comment 2 that "the aggregate value of the consideration that
the GCMH Equityholders will receive pursuant to the Transactions is the sum of: (i) the
Option Consideration, (ii) if Holdings elects to effect the Grosvenor Class B-1 Sale, up to
$38,079,389.50, (iii) the GCMH Consideration, (iv) the GCM Consideration and (v) the
IntermediateCo Contribution Amount."  Please revise to disclose the dollar amount of the
aggregate value of consideration that the GCMH Equityholders will received pursuant to
the Transactions.  In addition, please disclose the aggregate value that the CFAC
shareholders and warrant holders will receive.

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 30, 2020 Page 2
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 30, 2020
Page 2
What happens if a substantial number of the public stockholders vote in favor of the Business
Combination Proposal, page xx
2.We note your revised disclosure in response to comment 3.  Please disclose here that the
Minimum Available CFAC Cash Amount is $300,000,000, and disclose here the
maximum number of public shares that may be redeemed such that CFAC is able to
satisfy the Minimum Available CFAC Cash Amount without requiring the GCMH
Equityholders and affiliates either to raise the Additional Holder Equity Amount or to
waive the requirement. In addition, disclose here that, in conjunction with the September
10, 2020 vote to extend the date for consummating the initial business combination,
stockholders holding 6,592,942 shares of CFAC Class A common stock exercised their
redemption rights, reducing the amount in the Trust Account by $68.4 million.
What transactions are occurring with the H&F Parties, page xxv
3.We note your response to our prior comment 4.  Please additionally explain how the dollar
value the H&F Parties are receiving and their percentage in the limited partnership
interests of GCMH compares to the monetary value that CFAC's public stockholders are
giving and the percentage interest in GCMH that they are receiving.
Summary of the Proxy Statement/Prospectus
Our Company
Scalable and Predictable Business Model, page 5
4.We note your response to comment 8 that your incentive fees have greater variability
between time periods.  Please revise to disclose quantitative information regarding the
variability between such fees, including the decrease of approximately 50% of the
incentive fees earned for the six months ended June 30, 2020.
5.We note your revised disclosure on pages 5 and 169 in response to comment 9 that you
expect to start charging management fees under existing contracts for approximately $5.6
billion, over the course of approximately the next three years, as capital is invested or
based on an agreed upon fee ramp in schedule.  Please briefly describe the fee ramp so
that investors understand when the $5.6 billion will be invested, and please disclose the
ability of such capital to be withdrawn and any past experiences with withdrawals.
Organizational Structure, page 16
6.Please revise the diagram on page 16 to disclose percentage economic and voting
interests.

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 30, 2020 Page 3
 FirstName LastName
Michael J. Sacks
GCM Grosvenor Inc.
September 30, 2020
Page 3
Proposal No. 1 The Business Combination Proposal
Background of the Business Combination, page 105
7.We note your response to comment 16.  Please revise to disclose whether GCM
Grosvenor or CFAC proposed the valuation of the Grosvenor Companies and disclose
whether there were any negotiations in connection with such valuation.
Non-GAAP Financial Measures, page 210
8.Please tell us how you recognized the current and deferred tax impact of the adjustments
related to your Adjusted Net Income performance measure.  Please revise to present the
income tax impact as a separate adjustment and disclose how it was computed.  Refer to
Question 102.11 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures for guidance.
Note 3. Mosaic Transaction, page F-48
9.Please refer to comment 28.   It appears that the $48.0 million received to fund future
investment commitments was recognized as a capital contribution for redeemable
noncontrolling interests.  Noting you received excess consideration related to the $125.4
million received for equity interests, please tell us how you considered whether this
payment represented excess consideration for the redeemable non-controlling interests.
            You may contact Michael Volley at 202-551-3437 or John Nolan, Senior Advisor, at
202-551-3492 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

    555 Eleventh Street, N.W., Suite 1000

    Washington, D.C.  20004-1304

    Tel: +1.202.637.2200  Fax: +1.202.637.2201

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Beijing
    Moscow

    Boston
    Munich

    Brussels
    New York

    Century City
    Orange County

    Chicago
    Paris

    Dubai
    Riyadh

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

September
18, 2020

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

 Attn: Sonia
Bednarowski

John
Dana Brown

Michael
Volley

John
Nolan

Division
of Corporation Finance

 Re: GCM
Grosvenor Inc.

Registration
Statement on Form S-4

Filed
August 7, 2020

File
No. 333-242297

Ladies
and Gentlemen:

On
behalf of our client, GCM Grosvenor Inc. (the “Company”), we submit this letter setting forth the responses
of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated September 3, 2020 (the “Comment Letter”)
with respect to the Registration Statement on Form S-4 filed with the Commission by the Company on August 7, 2020. Concurrently
with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration
Statement”) through EDGAR.

For
your convenience, we have set forth each comment of the Staff from the Comment Letter in bold and italics below and provided our
response below each comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the
Registration Statement.

General

 1. We
                                         note certain entities are defined differently in the financial statements as compared
                                         to the rest of the filing. Please revise to use the same defined term for each entity
                                         throughout the filing, including financial statements.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure throughout the Registration Statement to conform
the defined term for each entity.

September
18, 2020

Page
2

Cover
Page

 2. Please
                                         revise your prospectus cover page to state that GCM PubCo will qualify as a controlled
                                         company and clearly state the ownership percentage of GCM PubCo that will be held by
                                         (i) CFAC’s public stockholders, (ii) the Sponsor and holders of founder shares,
                                         (iii) GCM V and (iv) the Pipe Investors. Also, disclose here or in the Questions and
                                         Answers section whether the CFAC warrant holders are voting in connection with the merger
                                         and the related transactions. In this regard, we note the Who Can Answer Your Questions
                                         About Voting Your Shares or Warrants section on page 77. Please revise the beginning
                                         of the Summary Term Sheet to provide a brief summary of the results of the business combination,
                                         disclosing (i) the number of warrants in GCM PubCo that will be held by CFAC’s
                                         public warrant holders, the Sponsor, and existing Grosvenor GCM security holders, (ii)
                                         the aggregate value and the per share and per warrant consideration that the CFAC shareholders
                                         and warrant holders will receive, (iii) the ratio of the exchange of CFAC shares and
                                         warrants for GCM PubCo shares and warrants, and (iv) the aggregate value that the existing
                                         security holders of GCM Grosevenor and its subsidiaries will receive pursuant to the
                                         merger and related transactions.

Response: The Company
acknowledges the Staff’s comment and has revised the cover page and pages xvi-xvii, xx-xxi and 77 of the Registration Statement
accordingly.

Questions
and Answers About the Proposals for CFAC Stockholders, page xix

 3. Please
                                         add a question and answer in this section that addresses (i) the minimum cash requirement
                                         of CFAC pursuant to the Transaction Agreement and how CFAC intends to ensure that it
                                         has the required amount of minimum cash, (ii) the effect that the minimum cash requirement
                                         has upon the maximum number of shares of CFAC Class A common stock that may be redeemed
                                         and (iii) the effect that different levels of redemptions will have on the percentage
                                         of GCM PubCo held by CFAC public shareholders, GCM V, the Sponsor and holders of founder
                                         shares and the PIPE Investors. In addition, please add a question and answer that explains
                                         the organization of GCM PubCo following the merger and related transactions, including
                                         that GCM PubCo will have control over all of the affairs and decision-making of GCMH
                                         LLLP, as GCM PubCo is the sole member of IntermediateCo, which is the sole general partner
                                         of GCMH LLLP. Also add a question and answer that summarizes the positive and negative
                                         factors that the CFAC board of directors considered in connection with its decision to
                                         recommend voting in favor of the merger and related transactions.

Response:
The Company acknowledges the Staff’s comment and has revised pages xx-xxiv of the Registration Statement accordingly.

 4. Please
                                         add a question and answer describing the transaction with H&F, including the number
                                         and type of securities, exercise price, and dollar amount of the consideration.

Response:
The Company acknowledges the Staff’s comment and has revised page xxv of the Registration Statement accordingly.

Are
the proposals conditioned on one another?, page xx

 5. Your
                                         disclosure on pages xx and 76 that the Closing is conditioned on the approval of the
                                         Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal
                                         and the 2020 Plan Proposal appears to be inconsistent with your disclosure on the prospectus
                                         cover page that the Closing is conditioned on the approval of the Business Combination
                                         Proposal, the Organizational Documents Proposals and the Nasdaq Proposal. Please revise
                                         for clarity and consistency. Similarly, your disclosure on page 76 that approval of the
                                         Business Combination Proposal and the Organizational Documents Proposal requires the
                                         affirmative vote of the holders of a majority of the outstanding shares of the CFAC Class
                                         A common stock and Class B common stock appears to be inconsistent with your disclosure
                                         on the cover page that approval of the Business Combination Proposal requires the affirmative
                                         vote of the holders of the majority of the outstanding shares of CFAC Class A common
                                         stock entitled to vote and actually cast. Please revise for clarity and consistency.
                                         In addition, in the second question on page xxii, please disclose that GCM V has the
                                         right to appoint all seven directors on GCM PubCo’s board of directors.

Response: The
Company acknowledges the Staff’s comment and has revised the cover page and pages xxiii, xxiv and xxvi of the
Registration Statement accordingly.

September
18, 2020

Page
3

Summary
of the Proxy Statement/Prospectus

Parties
to the Business Combination

GCM
Grosvenor

Our
Company, page 1

 6. Please
                                         disclose why you include absolute return strategies AUM as of a different date than other
                                         strategies.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement to present all AUM figures as of
the same date.

 7. We
                                         note your disclosure on pages 1 and 165 that “[f]or the twelve-month period ended
                                         March 31, 2020, your total management fees were $314 million, total fees attributable
                                         to [you] were $350 million, [y]our net income was $19 million and [y]our adjusted net
                                         income was $86 million.” Please revise to state your fees and net income for the
                                         most recently completed fiscal year and quarter, and revise throughout so that your disclosure
                                         describes your company as of the most recently completed fiscal year and quarter. For
                                         example, on pages 5, 168 and 177 you state that “[f]or the twelve months ended
                                         March 31, 2020, approximately 90% of the total fees attributable to you came from management
                                         fees.”

Response: The Company
acknowledges the Staff’s comment and has revised pages 1, 5, 166, 110, 169 and 177 of the Registration Statement accordingly.

Scalable
and Predictable Business Model, page 5

 8. Please
                                         balance your disclosure regarding your “[h]ighly stable fee base” to address
                                         the 22% decrease in total revenues for the three months ended March 31, 2020 compared
                                         to the three months ended March 31, 2019 due to the 86% reduction in incentive fees and
                                         the 5% reduction in management fees. In addition, in the Differentiated Capabilities
                                         section on page 5, please provide a brief definition of what you consider to be “middle
                                         market and small and emerging” investment activities.

Response: The Company
acknowledges the Staff’s comment and has revised pages 5, 6, 8, 169, 170 and 177 of the Registration Statement accordingly.

September
18, 2020

Page
4

 9. We
                                         note your disclosure on page 5 that you have an “additional approximately $5.4
                                         billion of contracted capital that has not yet started charging fees but which [you]
                                         expect will in the future, [bolster] [y]our potential FPAUM growth over the next several
                                         years.” Please disclose when you are expecting such capital commitments and the
                                         ability of such capital to be withdrawn and any past experiences with withdrawals.

Response:
The Company acknowledges the Staff’s comment and has revised pages 5 and 169 of the Registration Statement accordingly.

Risk
Factors

A
loss of significant third-party distribution relationships, page 29

 10. We
                                         note your disclosure that you have a limited number of distribution relationships with
                                         financial services firms and that a loss of any of these could have a material adverse
                                         effect on your business. Please disclose the portion of your business that is sourced
                                         through third-party distribution channels. To the extent material, revise your business
                                         section to describe these relationships. Balance your disclosure in your prospectus summary
                                         regarding your distribution channels on page 8 to address your current dependence on
                                         a limited number of distribution relationships with financial services firms.

Response:
The Company advises the Staff that it has removed the risk factor referenced above from the Registration Statement, as it has
reconsidered these distribution relationships in light of the Staff’s comment and concluded that those relationships are
not material to the Company’s business or an investor’s understanding of the Company’s business.

Our
international operations subject us to numerous risks, page 33

 11. Please
                                         expand this risk factor to address the specific risks related to your operations in Hong
                                         Kong, including the June 30, 2020 Law of the People’s Republic of China on Safeguarding
                                         National Security in the Hong Kong Special Administrative Region, if material.

Response:
The Company advises the Staff that its operations in Hong Kong comprise an immaterial amount of the Company’s consolidated
revenue and assets. Accordingly, the Company has determined that there are not additional, specific material risks relating to
the Company’s operations in Hong Kong that would be material to an investor.

The
multi-class structure of GCM PubCo’s common stock, page 62

 12. Please
                                         provide a discussion here that walks through the calculation that results in the Key
                                         Holders having approximately 75% of the combined voting power of GCM PubCo’s common
                                         stock. Also disclose the percentage of outstanding shares that Key Holders must keep
                                         to continue to control the outcome of matters submitted to shareholders for approval.
                                         Disclose the extent to which future issuances of Class C shares may be dilutive to public
                                         shareholders.

Response:
The Company acknowledges the Staff’s comment and has revised page 63 of the Registration Statement accordingly.

September
18, 2020

Page
5

If
we were deemed an “investment company”, page 66

 13. We
                                         note disclosure on page 66 regarding the risk that you could be deemed an investment
                                         company under the Investment Company Act of 1940. Please be advised that the Division
                                         of Investment Management is currently reviewing the matter and may have comments.

Response:
The Company acknowledges the Staff’s comment and awaits further comments from the Division of Investment Management, if
any.

Special
Meeting of CFAC Stockholders

Vote of Sponsor, Directors and Officers of CFAC, page 75

 14. Please
                                         disclose here the percentage of votes that the Sponso

United States securities and exchange commission logo
September 3, 2020
Michael J. Sacks
Chief Executive Officer
GCM Grosvenor Inc.
900 North Michigan Avenue
Suite 1100
Chicago, IL 60611
Re:GCM Grosvenor Inc.
Registration Statement on Form S-4
Filed August 7, 2020
File No. 333-242297
Dear Mr. Sacks:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1.We note certain entities are defined differently in the financial statements as compared to
the rest of the filing.  Please revise to use the same defined term for each entity throughout
the filing, including financial statements.
Cover Page
2.Please revise your prospectus cover page to state that GCM PubCo will qualify as a
controlled company and clearly state the ownership percentage of GCM PubCo that will
be held by (i) CFAC's public stockholders, (ii) the Sponsor and holders of founder shares,
(iii) GCM V and (iv) the Pipe Investors. Also, disclose here or in the Questions and

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 3, 2020 Page 2
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 2
Answers section whether the CFAC warrant holders are voting in connection with the
merger and the related transactions.  In this regard, we note the Who Can Answer Your
Questions About Voting Your Shares or Warrants section on page 77. Please revise the
beginning of the Summary Term Sheet to provide a brief summary of the results of the
business combination, disclosing (i) the number of warrants in GCM PubCo that will be
held by CFAC's public warrant holders, the Sponsor, and existing Grosvenor GCM
security holders, (ii) the aggregate value and the per share and per warrant consideration
that the CFAC shareholders and warrant holders will receive, (iii) the ratio of the
exchange of CFAC shares and warrants for GCM PubCo shares and warrants, and (iv) the
aggregate value that the existing security holders of GCM Grosevenor and its subsidiaries
will receive pursuant to the merger and related transactions.
Questions and Answers About the Proposals for CFAC Stockholders, page xix
3.Please add a question and answer in this section that addresses (i) the minimum cash
requirement of CFAC pursuant to the Transaction Agreement and how CFAC intends to
ensure that it has the required amount of minimum cash, (ii) the effect that the minimum
cash requirement has upon the maximum number of shares of CFAC Class A common
stock that may be redeemed and (iii) the effect that different levels of redemptions
will have on the percentage of GCM PubCo held by CFAC public shareholders, GCM V,
the Sponsor and holders of founder shares and the PIPE Investors.  In addition, please add
a question and answer that explains the organization of GCM PubCo following the merger
and related transactions, including that GCM PubCo will have control over all of the
affairs and decision-making of GCMH LLP, as GCM PubCo is the sole member of
IntermediateCo, which is the sole general partner of GCMH LLL.  Also add a question
and answer that summarizes the positive and negative factors that the CFAC board of
directors considered in connection with its decision to recommend voting in favor of the
merger and related transactions.
4.Please add a question and answer describing the transaction with H&F, including the
number and type of securities, exercise price, and dollar amount of the consideration.
Are the proposals conditioned on one another?, page xx
5.Your disclosure on pages xx and 76 that the Closing is conditioned on the approval of the
Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq
Proposal and the 2020 Plan Proposal appears to be inconsistent with your disclosure on
the prospectus cover page that the Closing is conditioned on the approval of the Business
Combination Proposal, the Organizational Documents Proposals and the Nasdaq
Proposal.  Please revise for clarity and consistency.  Similarly, your disclosure on page 76
that approval of the Business Combination Proposal and the Organizational Documents
Proposal requires the affirmative vote of the holders of a majority of the outstanding
shares of the CFAC Class A common stock and Class B common stock appears to be
inconsistent with your disclosure on the cover page that approval of the Business
Combination Proposal requires the affirmative vote of the holders of the majority of the

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 3, 2020 Page 3
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 3
outstanding shares of CFAC Class A common stock entitled to vote and actually cast.
Please revise for clarity and consistency.  In addition, in the second question on page xxii,
please disclose that GCM V has the right to appoint all seven directors on GCM PubCo's
board of directors.
Summary of the Proxy Statement/Prospectus
Parties to the Business Combination
GCM Grosvenor
Our Company, page 1
6.Please disclose why you include absolute return strategies AUM as of a different date than
other strategies.
7.We note your disclosure on pages 1 and 165 that "[f]or the twelve-month period ended
March 31, 2020, your total management fees were $314 million, total fees attributable to
[you] were $350 million, [y]our net income was $19 million and [y]our adjusted net
income was $86 million."  Please revise to state your fees and net income for the most
recently completed fiscal year and quarter, and revise throughout so that your
disclosure describes your company as of the most recently completed fiscal year
and quarter.  For example, on pages 5, 168 and 177 you state that "[f]or the twelve months
ended March 31, 2020, approximately 90% of the total fees attributable to you came from
management fees."
Scalable and Predictable Business Model, page 5
8.Please balance your disclosure regarding your "[h]ighly stable fee base" to address
the 22% decrease in total revenues for the three months ended March 31, 2020 compared
to the three months ended March 31, 2019 due to the 86% reduction in incentive fees and
the 5% reduction in management fees.  In addition, in the Differentiated Capabilities
section on page 5, please provide a brief definition of what you consider to be "middle
market and small and emerging" investment activities.
9.We note your disclosure on page 5 that you have an "additional approximately $5.4 billion
of contracted capital that has not yet started charging fees but which [you] expect will in
the future, [bolster] [y]our potential FPAUM growth over the next several years."  Please
disclose when you are expecting such capital commitments and the ability of such capital
to be withdrawn and any past experiences with withdrawals.
Risk Factors
A loss of significant third-party distribution relationships, page 29
10.We note your disclosure that you have a limited number of distribution relationships with
financial services firms and that a loss of any of these could have a material adverse effect
on your business.  Please disclose the portion of your business that is sourced through
third-party distribution channels. To the extent material, revise your business section to

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 3, 2020 Page 4
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 4
describe these relationships.  Balance your disclosure in your prospectus summary
regarding your distribution channels on page 8 to address your current dependence on a
limited number of distribution relationships with financial services firms.
Our international operations subject us to numerous risks, page 33
11.Please expand this risk factor to address the specific risks related to your operations in
Hong Kong, including the June 30, 2020 Law of the People's Republic of China on
Safeguarding National Security in the Hong Kong Special Administrative Region, if
material.
The multi-class structure of GCM PubCo’s common stock, page 62
12.Please provide a discussion here that walks through the calculation that results in the Key
Holders having approximately 75% of the combined voting power of GCM PubCo's
common stock. Also disclose the percentage of outstanding shares that Key Holders must
keep to continue to control the outcome of matters submitted to shareholders for approval.
Disclose the extent to which future issuances of Class C shares may be dilutive to public
shareholders.
If we were deemed an “investment company”, page 66
13.We note disclosure on page 66 regarding the risk that you could be deemed an investment
company under the Investment Company Act of 1940.  Please be advised that the Division
of Investment Management is currently reviewing the matter and may have comments.
Special Meeting of CFAC Stockholders
Vote of Sponsor, Directors and Officers of CFAC, page 75
14.Please disclose here the percentage of votes that the Sponsor, Directors and Officers of
CFAC will control.  In addition, please disclose, if true, that a shareholder holding both
public shares and public warrants may redeem the public shares but retain the public
warrants, which if the merger closes, will become warrants in GCM PubCo, and, disclose,
in the General Description of the Transactions Agreement; Consideration section on page
80, the exchange ratio of GCM PubCo warrants that CFAC warrant holders will receive
upon the Effective Time of the Merger.
Proposal No. 1 The Business Combination Proposal
Related Agreements
GCM PubCo Amended and Restated Charter
Choice of Forum, page 95
15.Your statements on pages 95, 230 and 263 regarding the exclusive forum provision in
GCM PubCo's Amended and Restated Charter and Section 15 of GCM PubCo's Amended
and Restated Charter appear to be inconsistent.  Please revise for consistency.  As it
appears that this exclusive forum provision applies to Securities Act claims, please revise

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 3, 2020 Page 5
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 5
throughout your prospectus to disclose that the GCM PubCo exclusive forum provision
provides that the federal district courts shall be the exclusive forum for Securities Act
claims and state that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder.  Similarly, we note that CFAC's forum selection
provision identifies the Court of Chancery of the State of Delaware as the exclusive forum
for certain litigation, including any “derivative action.”  Please disclose on page 263
whether this provision applies to actions arising under the Securities Act or the Exchange
Act.  In that regard, we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
the provision applies to Securities Act claims, please also revise your prospectus to state
that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
Background of the Business Combination, page 104
16.We note your disclosure on page 105 that GCM Grosvenor and CFAC agreed to a
valuation of Grosvenor Companies of $1.5 billion.  Please disclose which party proposed
the valuation and any negotiations in connection with such valuation.  In addition it
appears that the transaction values GCM Grosvenor at $2.0B. Please revise to discuss in
this section the discussions regarding, and the reasons for, the increase in valuation, or
advise. Similarly, describe and discuss any negotiations related to the specific ownership
percentage of GCM PubCo by CFAC public shareholders.  In this regard, we note your
disclosure on page 106 that "GCM Grosvenor indicated the necessary elements to
consummate a deal would include maintaining ownership for the management team
consistent with historical levels and structuring the transaction to include a high-voting
class governance structure with certain customary stockholder approval rights, consistent
with the many other alternative asset managers that operate as public companies."
CFAC's Board of Directors' Reasons for the Approval of the Business Combination, page 108
17.On page 109, you state that one of the factors that the CFAC board considered was GCM
PubCo's business plan of raising approximately $7.5 billion in five successor funds and
two SPACs.  Please discuss these plans in the Business of GCM Grosvenor section. In
addition, on page 111, you state that CFAC stockholders will hold a minority position in
GCMH LLLP following completion of the business combination.  Please clarify, if true,
that GCM PubCo will indirectly hold hold 28.6% of GCMH LLLP and that the CFAC
stockholders will hold 14.1% of GCM PubCo.  Also, please revise the comparable
company analysis on page 113 to provide quantitative information regarding the
comparison of trading and enterprise valuation multiples that the CFAC board of directors
considered in its analysis.

 FirstName LastNameMichael J. Sacks
 Comapany NameGCM Grosvenor Inc.
 September 3, 2020 Page 6
 FirstName LastNameMichael J. Sacks
GCM Grosvenor Inc.
September 3, 2020
Page 6
Unaudited Pro Forma Condensed Consolidated Combined Financial Information Other Events,
page 141
18.Please tell us why you give effect to the Mosaic Transaction as if it occurred on January 1,
2019.  Specifically tell us if and how the Mosaic Transaction is directly related to the
business combination and revise your disclosure as needed.  If the Mosaic Transaction is
not directly related to the business combination, please tell us why pro forma adjustments
are appropriate.
Business of GCM Grosvenor, page 165
19.We note the organization structure on page 16.  Please include a more detailed
organization structure of GCM Grosvenor that provides relevant information for investors
noting the large number of entities referenced in the Description of Business.  Please
include all subsidiaries referenced elsewhere in the filing including the financial
statements and detail the legal entity name, the defined name used and its business
purpose with appropriate detail.
Business of GCM Grosvenor
Our Competitive Strengths
Deep and Tenured Client Relationships, page 176
20.Please clarify what you mean by your disclosure that your services are often "embedded
within [y]our clients' operations."  In addition, we note that you provided disclosure
regarding your past performance on an inception to December 31, 2019 basis in your
Extensive Relationships and Data Support Sourcing of Opportunity and Performance
Across Multiple Alternative Investment Strategies section.  Please disclose the annualized
performance of each category highlighted in this section.  Similarly, we note your
disclosure on page 178 that you have on-boarded 245 new clients since 2017.  Please
disclose how many, if any, clients you have lost since 2017 and disclose the num