GCM Grosvenor Inc 10-Q/A, filed Nov 25, 2020
GCM Grosvenor Inc. (GCMG)
About this 10-Q/A
GCM Grosvenor Inc filed this 10-Q/A on November 25, 2020, covering the quarter ended September 30, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File Number: 001-39716
GCM Grosvenor Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 85-2226287 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
900 North Michigan Avenue, Suite 1100 Chicago, IL |
60611 | |
| (Address of principal executive offices) | (Zip Code) |
(312) 506-6500
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, $0.0001 par value per share | GCMG | The Nasdaq Stock Market LLC | ||
| Warrants to purchase shares of Class A Common stock | GCMGW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 18, 2020, there were 39,914,862 shares of the registrant’s Class A common stock, par value $0.0001 per share, outstanding and 144,235,246 shares of the registrant’s Class C common stock, par value $0.0001 per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) is being filed for the purpose of amending the number of shares of Class A common stock outstanding on the cover page of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020, which was filed with the Securities and Exchange Commission on November 20, 2020 (the “Original Filing”). Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are also including Item 6 of Part II, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 with this Amendment. Other than the changes to the cover page, no other changes have been made to the Original Filing.
PART II – OTHER INFORMATION
Item 6. Exhibits.
| Incorporated by Reference | Filed/ | |||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit |
Filing Date |
Furnished Herewith | ||||||
| 31.1 | Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||||||||
| 31.2 | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a). | * | ||||||||||
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GCM GROSVENOR INC. | ||
| Date: November 25, 2020 | By: | /s/ Michael J. Sacks |
| Michael J. Sacks | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 25, 2020 | By: | /s/ Jonathan R. Levin |
| Jonathan R. Levin | ||
| President | ||
| (Principal Financial Officer) | ||
Exhibit 31.1
CERTIFICATION
I, Michael J. Sacks, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of GCM Grosvenor Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: November 25, 2020 | By: | /s/ Michael J. Sacks |
|
Michael J. Sacks Chief Executive Officer (principal executive officer) |
Exhibit 31.2
CERTIFICATION
I, Jonathan R. Levin, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of GCM Grosvenor Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: November 25, 2020 | By: | /s/ Jonathan R. Levin |
|
Jonathan R. Levin President (principal financial officer) |