March 21, 2013
John Reynolds
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | HF2 Financial Management Inc. |
Amendment No. 4 to Registration Statement on Form S-1
Filed March 20, 2013
File No. 333-186264
VIA COURIER AND EDGAR
Dear Mr. Reynolds:
On behalf of our client, HF2 Financial Management Inc. (f/k/a H2 Financial Management Inc.) (the “Company”), we are submitting this letter in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) communicated by James Lopez of the Staff to Bingham McCutchen LLP, counsel to the Company, in a telephone conversation on March 20, 2013 relating to the Company’s Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”), which was filed on March 20, 2013. This letter is being submitted with proposed revised disclosure for Amendment No. 4 to the Registration Statement (“Amendment No. 4”).
In response to the last bullet point of comment #2 and comment #3 of the Staff’s letter dated March 14, 2013 to Mr. Richard S. Foote, President and Chief Executive Officer of the Company, the Company has revised the disclosure on pages 13, 16, 24 and 69 of Amendment No. 4 in the manner shown on the pages enclosed herewith.
The Company confirms that, after the effectiveness of the Registration Statement and within the time period required by Form 8-K, it will file on a Form 8-K the executed versions of the Amended and Restated Certificate of Incorporation of the Company and the Letter Agreements that are included as exhibits 10.1.1 through 10.1.23 to the Registration Statement.
Thank you for your prompt attention to the Company’s responses to the comments. Should you have any questions or comments with respect to this submission, please call the undersigned at (212) 705-7466.
| Sincerely, |
| /s/ Floyd I. Wittlin |
| Floyd I. Wittlin |
John Reynolds
Securities and Exchange Commission
March 21, 2013
Page 2
| cc: | Richard S. Foote (HF2 Financial Management Inc.) R. Bradley Forth (HF2 Financial Management Inc.) David Alan Miller, Esq. (Graubard Miller) Jeffrey M. Gallant, Esq. (Graubard Miller) |
