EARLYBIRDCAPITAL, INC.
275 Madison Avenue
New York, New York 10016
March 20, 2013
VIA EDGAR
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 (File No. 333-186264) |
Gentlemen:
In accordance with the provisions of Rule 460 under the Securities Act of 1933, the undersigned, as representative of the underwriters of the proposed offering of securities of HF2 Financial Management, Inc., hereby advises that copies of the Preliminary Prospectus, dated March 18, 2013, were distributed on or about March 19, 2013, as follows:
61 to individual investors;
568 to FINRA members (which included 8 prospective underwriters and selected dealers); and
173 to institutions.
The undersigned has been informed by the participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus, dated March 18, 2013, have been distributed to all persons to whom it is expected that confirmations of sale will be sent; and we have likewise so distributed copies to all customers of ours. We have adequate equity to underwrite a “firm commitment” offering.
| Very truly yours, | ||
| EARLYBIRDCAPITAL, INC. | ||
| By: | /s/ Steven Levine | |
Name: Steven Levine | ||
Title: Managing Director | ||
