SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

CF Finance Acquisition Corp.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

12528N 107

(CUSIP Number)

Howard W. Lutnick
110 East 59th Street

New York, New York 10022

(212) 938-5000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 2, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12528N 107

CUSIP No. 12528N 107

CUSIP No. 12528N 107

CUSIP No. 12528N 107

SCHEDULE 13D

Explanatory Note

This Schedule 13D/A is filed on behalf of CF Finance Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald, L.P., a Delaware limited partnership (“Cantor”), CF Group Management, Inc., a New York corporation (“CFGM”) and Howard W. Lutnick (collectively, the “Reporting Persons”).

This Schedule 13D/A is being filed as an amendment (“Amendment No. 1”) to the statement on Schedule 13D filed on December 26, 2018 (the “Schedule 13D”) with the Securities and Exchange Commission (“SEC”) on behalf of the Reporting Persons, with respect to the shares of Class A common stock of CF Finance Acquisition Corp. (the “Issuer”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 1 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. 

Item 4. Purpose of the Transaction

On June 15, 2020, the Issuer issued a promissory note in the principal amount of $2,489,824.17 to the Sponsor, pursuant to which the Sponsor loaned the Issuer the necessary funds to deposit in the Trust Account for each share of Class A common stock that was not redeemed in connection with the extension of the Issuer’s termination date from June 17, 2020 until September 17, 2020. Up to $750,000 of the note may be converted into warrants at a price of $1.00 per warrant at the option of the Sponsor upon the consummation of the Issuer’s initial business combination. Such warrants would be identical to the private placement warrants issued to the Sponsor at the Issuer’s initial public offering.

On August 2, 2020, the Issuer entered into a Transaction Agreement (the “Transaction Agreement”) with Grosvenor Capital Management Holdings, LLLP, an Illinois limited liability limited partnership (“Grosvenor Capital”), GCM Grosvenor Inc., a Delaware corporation and a direct wholly owned subsidiary of Grosvenor Capital (“GCM PubCo”) and the other parties thereto. Pursuant to the Transaction Agreement, the Issuer will be merged (the “Merger”) with and into GCM PubCo, with GCM PubCo surviving the Merger, as a result of which GCM PubCo, as the surviving corporation in the Merger, will hold approximately 21.4% of the outstanding equity interests of Grosvenor Capital. The shares of Class A common stock will automatically convert into shares of Class A common stock of GCM PubCo (“GCM PubCo Class A common stock) in connection with the Merger. Pursuant to the Transaction Agreement, the Sponsor will forfeit 2,351,534 shares of GCM PubCo Class A common stock and 150,000 GCM PubCo private placement warrants.

In addition, in connection with the Merger, on August 2, 2020, M. Klein Associates, Inc. (“M. Klein”) entered into an agreement with the Sponsor and the Issuer (the “Klein Agreement”) providing for, among other things, M. Klein’s purchase from the Sponsor following the closing of the Merger of 50% of the Sponsor’s remaining shares of Class B common stock of the Issuer as converted into shares of GCM PubCo Class A common stock pursuant to the Merger (the “Founder Shares”), including the cancellation of 2,351,534 shares of GCM PubCo Class A common stock, in exchange for an amount equal to (a) the cost that the Sponsor paid for such shares plus (b) the cost of certain of the Sponsor’s expenses, which shares shall be subject to substantially the same lock-up restrictions as those affecting the Sponsor’s Founder Shares.

Furthermore, in connection with the Merger, on August 2, 2020, the Issuer entered into Amendment No. 1 to Forward Purchase Contract with the Sponsor, which amends the Forward Purchase Contract between the Issuer and the Sponsor, dated as of December 12, 2018, pursuant to which, among other things, the Sponsor has agreed, subject to the Issuer’s consummation of a business combination with GCM PubCo and its affiliates, to purchase (i) 1,500,000 GCM PubCo private placement warrants and (ii) 3,500,000 shares of GCM PubCo Class A common stock in exchange for an aggregate purchase price equal to $30,000,000. Each GCM PubCo private placement warrant will be exercisable to purchase one share of GCM PubCo Class A common stock at an exercise price of $11.50.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 7,654,603 shares of Common Stock, including 600,000 shares of Class A Common Stock and 7,054,603 shares of Class B Common Stock, outstanding as of August 10, 2020, as reported by the Issuer in Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on August 10, 2020) are as follows:

(c) None of the Reporting Persons has effected any transactions of Common Stock during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The summaries of the Transaction Agreement, Amendment No. 1 to Forward Purchase Contract and the Klein Agreement set forth in Item 4 above are incorporated into this Item 6 and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed hereto as Exhibits 99.2, 99.3 and 99.4, respectively.  

Item 7. Material to be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

9

Exhibit 99.4

PRIVATE & CONFIDENTIAL

AGREEMENT

This Agreement (this “Agreement”), dated as of August 2, 2020, is made and entered into by and among CF Finance Acquisition Corp., a Delaware corporation (the “Company”), CF Finance Holdings LLC, a Delaware limited liability company (“Sponsor”), and M. Klein Associates, Inc., a New York corporation (“MKC”).

WHEREAS, Sponsor is the sponsor of the Company and owns certain securities of the Company, including 7,054,603 shares of Class B common stock of the Company (the “Founder Shares”);

WHEREAS, concurrently with the entry into this Agreement, Sponsor and the Company are entering into that certain Transaction Agreement with Grosvenor Holdings, L.L.C., Grosvenor Capital Management Holdings, LLLP (the “Target”), GCM Grosvenor Management, LLC, Grosvenor Holdings II, LLC, GCMH GP, L.L.C., GCM V, LLC, GCM Grosvenor Inc. (the “Surviving Corporation”) and CF Finance Intermediate Acquisition, LLC (the “Transaction Agreement”);

WHEREAS, MKC introduced Sponsor to the Target;

WHEREAS, in connection with the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”), Sponsor has agreed to forfeit 2,351,534 Founder Shares, and the remaining Founder Shares will be converted into Class A common stock of the Surviving Corporation (the “Converted Founder Shares”);

WHEREAS, in connection with the Transaction Closing, each of Sponsor and MKC, among other parties, have agreed to participate in a private placement and purchase Class A common stock of the Surviving Corporation (the “PIPE Transaction”);

WHEREAS, in connection with the PIPE Transaction, the Company has agreed to pay placement fees to its placement agents Cantor Fitzgerald & Co. (“CF&Co.”) and J.P. Morgan Securities LLC (“JPM”) in an aggregate amount equal to three percent (3%) of the aggregate proceeds from the PIPE Transaction other than proceeds from investments by Sponsor and MKC or its affiliates;

WHEREAS, Sponsor has agreed to reimburse the Company for a portion of such placement fees in an amount equal to (a) with respect to JPM, fifty percent (50%) of such fees and (b) with respect to CF&Co., two-thirds (2/3) of such fees (collectively, the “Sponsor Reimbursed Fees”);

WHEREAS, MKC has agreed to reimburse Sponsor for fifty percent (50%) of the Sponsor Reimbursed Fees in connection with the transactions contemplated hereby, on the terms and subject to the conditions set forth herein;

WHEREAS, in consideration for the foregoing actions of MKC, Sponsor has agreed to transfer certain of the Converted Founder Shares to MKC; and

WHEREAS, in furtherance of the foregoing recitals, the parties hereto have agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1  Assignment of Securities.

(a)   Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below) Sponsor shall sell, assign and transfer to MKC fifty percent (50%) of the Converted Founder Shares held by Sponsor immediately after the Transaction Closing (the “Transferred Shares”), and MKC shall purchase and accept such Transferred Shares.

(b) In consideration for the assignment and transfer of the Transferred Shares, at the Closing MKC shall pay to Sponsor an amount equal to (i) $16,770.56, plus (ii) an amount, not in excess of $1,618,750, equal to fifty percent (50%) of the Sponsor Reimbursed Fees ((i) and (ii), collectively, the “Purchase Price”).

(c) By way of example:

(i) after cancellation of 2,351,534 Founder Shares held by Sponsor in connection with the Transaction Closing and assuming there is no further reduction in the number of Founder Shares held by Sponsor, then after conversion of the remaining 4,703,069 Founder Shares into 4,703,069 Converted Founder Shares, Sponsor would sell and transfer to MKC 2,351,534 Converted Founder Shares; and

(ii) assuming a $225,000,000 PIPE Transaction, of which $185,000,000 is from investors other than Sponsor and MKC (or its affiliates), the placement fees payable by the Company to CF&Co. and JPM would be $2,775,000 each (equal to 3% of $185,000,000), which placement fees payable to JPM would be reimbursed $1,387,500 by Grosvenor and $1,387,500 by Sponsor and which placement fees payable to CF&Co. would be reimbursed $925,000 by Grosvenor and $1,850,000 by Sponsor. The Purchase Price would include an amount equal to fifty percent (50%) of the $3,237,500 of Sponsor Reimbursed Fees, or $1,618,750.

(d) Sponsor agrees that, prior to entering into any agreement or arrangement to further reduce the number of Founder Shares held by Sponsor set forth in Section 1(c)(i), Sponsor shall consult with MKC in good faith with respect to the terms thereof.

Section 2  No Conflicts.    Each party hereto represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 3 Representations.   MKC represents and warrants as follows: MKC hereby acknowledges that an investment in the Transferred Shares involves certain significant risks. MKC has no need for liquidity in its investment in the Transferred Shares for the foreseeable future and is able to bear the risk of that investment for an indefinite period. MKC acknowledges and hereby agrees that the Transferred Shares will not be transferable under any circumstances unless MKC either registers the Transferred Shares in accordance with federal and state securities laws or complies with an exemption under such laws and such transfer complies with all applicable lock-up restrictions contained herein on MKC. MKC further understands that any certificates evidencing the Transferred Shares will bear a legend referring to the foregoing transfer restrictions. The Transferred Shares are being accepted solely for MKC’s own account, for investment purposes only, and are not being accepted with a view to or for the resale, distribution, subdivision or fractionalization thereof; and MKC has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. MKC has been given the opportunity to (i) ask questions of and receive answers from Sponsor and the Company concerning the terms and conditions of the Transferred Shares, and the business and financial condition of the Company, the Target and the Surviving Corporation and (ii) obtain any additional information that the Sponsor possesses or can acquire without unreasonable effort or expense that is necessary to assist MKC in evaluating the advisability of the receipt of the Transferred Shares and an investment in the Company, the Target and the Surviving Corporation. MKC is not relying on any oral representation made by any person as to the Company, the Target, the Surviving Corporation or their operations, financial condition or prospects. MKC is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933.

Section 4  Closing.

(a) The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of documents immediately following the Transaction Closing, subject to the satisfaction or waiver, by the party entitled to waive same, of each of the conditions to Closing set forth in this Section 4.

(b) At the Closing, each of MKC and Sponsor shall deliver to the other a duly executed counterpart of an equity transfer and assignment agreement, in the form attached hereto as Exhibit A, transferring the Transferred Shares to MKC (the “Equity Transfer Agreement”). In addition, MKC shall pay the Purchase Price to the account designated by Sponsor.

(c) The obligation of each party hereto to consummate the Closing is subject to the satisfaction (or waiver) of the following conditions as of the Closing, as applicable:

(i) With respect to Sponsor, each of the representations and warranties of MKC contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing;

(ii) With respect to the Sponsor, MKC has consummated its $10,000,000 investment in the PIPE Transaction at the Transaction Closing; and

(iii) the Transaction Closing shall have occurred.

Section 5 Lock-up.  MKC is a permitted transferee of Sponsor pursuant to Section 7(c) of that certain letter agreement, dated December 12, 2018, by and among the Company, Sponsor, CF&Co. and the directors and officers of the Company as of such date (the “Insider Letter”) and Section 3.2(a)(iii)(y) of the Sponsor Support Agreement, dated as of the date hereof, by and among Sponsor, the Company, the Target and Grosvenor Holdings, L.L.C. (the “Support Agreement”). The Company hereby consents to the transactions contemplated by this Agreement and waives any and all claims that the terms of this Agreement or the transactions contemplated hereby violate the terms of the Insider Letter. Effective upon the Closing and in accordance with the terms of the Insider Letter and the Support Agreement, and as a condition to the assignment and transfer of the Transferred Shares to MKC as contemplated by this Agreement, MKC hereby agrees to be subject to the lock-up obligations (a) set forth in Section 7 of the Insider Letter as applied to MKC mutatis mutandis and (b) in its capacity as a “Permitted Transferee” under Article III of the Support Agreement. Notwithstanding anything to the contrary in the Support Agreement, from and after the first anniversary of the Closing and until the expiration of the Lock-Up Period (as defined in the Support Agreement), each of Sponsor and MKC, respectively, on behalf of itself and its Permitted Transferees (as defined in the Support Agreement and, in the case of Sponsor, other than MKC), hereby covenants and agrees not to Transfer (as defined in the Support Agreement), except as otherwise permitted by Section 3.2 of the Support Agreement, in excess of a number of Lock-Up Shares (as defined in the Support Agreement) equal to one third (1/3) of the number of Lock-Up Shares it Beneficially Owns (as defined in the Support Agreement) immediately following the Closing.

Section 6 Assignment of Rights.  MKC may assign its rights only in compliance with the transfer restrictions set forth in Section 5.

Section 7 Miscellaneous.

(a) This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter.

(b) THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

(c) Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York or, if there is no federal jurisdiction, in the state courts sitting in New York County in the State of New York (the “Chosen Court”) for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts). Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the Chosen Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(d) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(d).

(e) CF&Co. is a third-party beneficiary of Section 5 of this Agreement as it relates to the Insider Letter and is entitled to the rights and benefits thereunder and may enforce the provisions of Section 5 of this Agreement as relates to the Insider Letter as if it were a party hereto.

(f) This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. Facsimile or scanned e-mail counterpart signature pages to this Agreement shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. All counterparts shall be construed together and constitute the same instrument.

(g) This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. Except as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

[Signature page to Agreement – Transfer of Founder Shares to M. Klein Associates, Inc. and Related Matters]

EQUITY TRANSFER AND ASSIGNMENT AGREEMENT

This EQUITY TRANSFER AND ASSIGNMENT AGREEMENT, dated as of ___________ (this “Agreement”), is made and entered into by and between CF Finance Holdings, LLC, a Delaware limited liability company (the “Seller”), and M. Klein Associates, Inc., a New York corporation (the “Buyer” and, together with the Seller, the “Parties” and each a “Party”).

RECITALS

WHEREAS, the Buyer and the Seller have entered into that certain Agreement, dated as of August [●], 2020 (the “Purchase Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Purchase Agreement, the Seller agreed to sell, assign, transfer and convey to the Buyer, and the Buyer agreed to purchase and acquire from the Seller, the Transferred Shares;

WHEREAS, this Agreement is being executed to effect the transfer and assignment of the Transferred Shares from the Seller to the Buyer; and

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of the parties to consummate the transactions contemplated by the Purchase Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants set forth in the Purchase Agreement and hereinafter set forth, the Buyer and the Seller hereby agree as follows:

1. Certain Definitions. All capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreement.

2. Transfer and Assignment. The Seller hereby irrevocably sells, assigns, transfers and conveys to the Buyer all of the Transferred Shares, free and clear of all liens, and the Buyer hereby irrevocably purchases, acquires and accepts from Seller such Transferred Shares. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the Transferred Shares referenced herein.

3. Subject to Purchase Agreement. The Buyer and the Seller acknowledge and agree that the representations, warranties, covenants and agreements contained in the Purchase Agreement shall not be superseded or altered hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

4. Miscellaneous. This Agreement shall be subject to all applicable provisions of Section 7 (Miscellaneous) of the Purchase Agreement, which shall apply hereto mutatis mutandis.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Equity Transfer and Assignment Agreement as of the date first above written.

[Signature Page to Equity Transfer and Assignment Agreement –Transfer of Founder Shares to M. Klein Associates, Inc.]