HF2 Financial Management Inc.
999 18th Street, Suite 3000
Denver, Colorado 80202
March 20, 2013
Via EDGAR and Facsimile
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Ronald E. Alper
RE: | HF2 Financial Management Inc. Registration Statement on Form S-1 SEC File No. 333-186264 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, HF2 Financial Management Inc., a Delaware corporation (the “Company”), hereby requests that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), be accelerated to 5:00 p.m. Eastern Time, on Thursday, March 21, 2013 or as soon as practicable thereafter, unless you are orally or in writing notified to the contrary by the Company prior to such date and time. In the event you are orally notified, you will be contacted either by Floyd I. Wittlin of Bingham McCutchen LLP or myself.
The Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.
Should you have any questions regarding this request, please do not hesitate to contact Floyd I. Wittlin at (212) 705-7466 of Bingham McCutchen LLP, counsel to the Company.
Please contact Floyd I. Wittlin as soon as the Registration Statement has been declared effective.
| Sincerely, |
| HF2 FINANCIAL MANAGEMENT INC. |
| /s/ R. Bradley Forth |
Name: R. Bradley Forth |
Title: Executive Vice President, Chief Financial Officer and Secretary |
| cc: | Floyd I. Wittlin, Esq.,Bingham McCutchen LLP |
Jeffrey M. Gallant, Esq.,Graubard Miller
