SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

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), 13d-1(f) or 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 Rule 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 that 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D is filed by d.Quant Special Opportunities Fund, LP (“SpecOps”) and Neil Ramsey (“Ramsey,” and together with SpecOps, the “Reporting Persons”) with respect to ownership of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of HF2 Financial Management Inc., a Delaware corporation (the “Issuer”).

The percentage of beneficial ownership reflected in this Schedule 13D is based upon 23,592,150 shares of Class A Common Stock outstanding as of February 11, 2015, as set forth in the Issuer’s Annual Report on Form 10-K filed on February 12, 2015.

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Class A Common Stock of the Issuer. The Issuer’s principal executive offices are located at 999 18^th Street, Suite 3000, Denver, CO 80202.

Item 2. Identity and Background.

The persons filing this statement are SpecOps and Ramsey. The business address of each of the Reporting Persons is 1515 Ormsby Station Court, Louisville, KY 40223.

SpecOps is a private investment fund. Ramsey is the general partner of SpecOps.

Neither of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Neither of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

SpecOps is a limited partnership formed under the laws of Delaware. Ramsey is a citizen of the United States.

Item 3. Sources of Funds.

During the last 60 days, SpecOps made the following purchases of Class A Common Stock (the “Purchased Shares”) in the public markets:

SpecOps used its working capital to fund the purchase of such shares.

Item 4. Purpose of Transaction.

Each of the Reporting Persons acquired the shares of Class A Common Stock described in this Schedule 13D for investment purposes. Each of the Reporting Persons may from time to time acquire additional securities for investment purposes, in the transactions described below or in the open market or in private transactions. Subject to the restrictions described below, the Reporting Persons may from time to time dispose of securities, in the open market or in private transactions.

The Issuer proposes to complete an initial business combination with ZAIS Group Parent, LLC (“ZAIS”) pursuant to an investment agreement, dated as of September 16, 2014, by and among the Issuer, ZAIS and the members of ZAIS, and is presenting the business combination for approval at a special meeting in lieu of annual meeting of its stockholders. SpecOps will not seek to redeem the Purchased Shares in connection with the special meeting. SpecOps has entered into a lock-up agreement (the “Lock-Up Agreement”) with the sponsors of the Issuer, pursuant to which SpecOps has agreed not to transfer any of the Purchased Shares until six months after the consummation of the initial business combination and not to transfer 50% of such shares until 12 months after the consummation of the initial business combination. A copy of the Lock-Up Agreement is filed as Exhibit 99.2 to this Schedule 13D. The foregoing summary of such agreement is qualified in its entirety by reference to the text of the agreement, which is incorporated herein by reference.

NAR Special Global, LLC (“NAR”), of which Ramsey is the managing member, is one of the sponsors of the Issuer and holds 1,135,973 of the shares of Class A Common Stock that were purchased prior to and contemporaneously with the Issuer’s initial public offering (the “Founders’ Shares”). NAR has transferred voting and dispositive control over such shares to Randall S. Yanker, a member of the Issuer’s advisory board, until the Issuer’s consummation of an initial business combination. Furthermore, pursuant to an arrangement with the Issuer’s other sponsors, as a result of the purchases described herein, the other sponsors will sell 483,346 of the Founders’ Shares to NAR or another affiliate of Ramsey for $0.005875 per share upon the consummation of the initial business combination. Accordingly, if the initial business combination with ZAIS is consummated, Ramsey may be deemed to acquire beneficial ownership of an additional 1,619,319 shares of Class A Common Stock.

At the date of this Schedule 13D, the Reporting Persons, except as set forth in this Schedule 13D, do not have any plans or proposals which would result in:

(a)        The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)        An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)        A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)        Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or management of the Issuer;

(e)        Any material change in the present capitalization or dividend policy of the Issuer;

(f)        Any other material change in the Issuer’s business or corporate structure;

(g)        Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which ay impede the acquisition of control of the Issuer by any person;

(h)        Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)        A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)        Any action similar to any of those actions enumerated above.

Item 5. Interest in Securities of the Issuer.

Each of the Reporting Persons is the beneficial owner of 2,378,883 shares of the Class A Common Stock, or approximately 10.1% of the Issuer’s outstanding Class A Common Stock. Each of the Reporting Persons has sole voting and dispositive power over such shares.

In the past 60 days, the Reporting Persons effected the transactions described under Item 3 above and such description is incorporated by reference herein.

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

The disclosure set forth under Item 4 is incorporated herein by reference.

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.

Dated February 17, 2015

Exhibit 99.1

JOINT FILING AGREEMENT

AGREEMENT dated as of February 17, 2015, between d.Quant Special Opportunities Fund, LP and Neil Ramsey (together, the “Parties”).

Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership in shares of Class A common stock, $0.0001 par value per share, of HF2 Financial Management Inc. Each Party hereto agrees that the Schedule 13D, dated February 17, 2015, relating to such beneficial ownership, is filed on behalf of each of them.

Each of the Parties agrees to be responsible for the timely filing of the Schedule 13D and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13D, and the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.

Exhibit 99.2

LOCK-UP AGREEMENT

This Lock-Up Agreement (the “Agreement”) is made as of this 29^th day of January, 2015 by and among dQuant Special Opportunities Fund, LP, a Delaware Limited Partnership (“Buyer”) and Randall S. Yanker (the “Sponsor”), on behalf of the founding stockholders of HF2 Financial Management Inc. as a group.

RECITALS

WHEREAS, HF2 Financial Management Inc. (the “Company”) has entered into that certain Investment Agreement, dated as of September 16, 2014 (as amended, the “Investment Agreement”), by and among the Company, ZAIS Group Parent, LLC, a Delaware limited liability company (“ZGP”), and the members of ZGP, pursuant to which the Company will acquire a majority interest in ZGP (the “Business Combination”); and

WHEREAS, during the period beginning on the date hereof and ending on the date on which the Business Combination is consummated, Buyer may purchase shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) in the open market or in privately negotiated transactions with stockholders of the Company other than the Sponsor (any such shares so purchased, the “Purchased Public Shares”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter contained, the parties hereto hereby agree as follows:

ARTICLE I
  
transaction

Section 1.01.         Lock-up of Purchased Public Shares.

(a)           Buyer hereby agrees that:

(i)          Until the date that is six months after the consummation of the Business Combination (the “Initial Transfer Date”), the Buyer may not Transfer (as defined below) any Purchased Public Shares;

(ii)         During the period beginning on the day after the Initial Transfer Date and ending on the one year anniversary of the consummation of the Business Combination, the Buyer may Transfer up to fifty percent (50%) of the Purchased Public Shares in one or more transactions, in each case subject to applicable securities laws; and

(iii)        After the one year anniversary of the consummation of the Business Combination, the Buyer may Transfer any or all of the Purchased Public Shares in one or more transactions, in each case subject to applicable securities laws.

(b)          As used herein, the term “Transfer” means (i) to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the Purchased Public Shares or any securities convertible into or exchangeable or exercisable for Purchased Public Shares, whether now owned or hereafter acquired by Buyer or with respect to which Buyer has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap, derivative or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap, derivative or transaction is to be settled by delivery of Purchased Public Shares or other securities, in cash or otherwise.

(c)          Notwithstanding the foregoing, and subject to the conditions below, Buyer may Transfer the Lock-Up Securities solely as provided in this Section 1.01(c), provided that (1) Bruce Cameron receives a signed lock-up agreement in the same form as this Agreement for the balance of the lockup period set forth in Section 1.01(a) from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such Transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (4) Buyer does not otherwise voluntarily effect any public filing or report regarding such Transfers:

(i)          as a bona fide gift or gifts; or

(ii)         as a distribution to limited partners, shareholders or stockholders of Buyer; or

(iii)        to any entity controlling, controlled by or under common control with Buyer or to any investment fund or other entity controlled or managed by Buyer.

(d)          Buyer also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the Lock-Up Securities except in compliance with the foregoing restrictions.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF Buyer

Buyer represents and warrants to the Sponsor as of the date hereof as follows:

Section 2.01.         Authority. Buyer has [partnership] power and authority to enter into and perform its obligations under this Agreement. No consent, waiver or authorization of, or filing with any other person, including any individual, partnership (limited or general), corporation, limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or other entity (each a “Person”) (including without limitation, any federal or state governmental authority or other political authority (collectively, “Governmental Authority”)) is required to be obtained or made by Buyer in connection with any of the foregoing. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding agreement of Buyer, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and subject to general principles of equity.

Section 2.02.         No Conflict. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not, with or without the passage of time or the giving of notice or both, (i) conflict with or violate the organizational documents of Buyer, or any applicable law, statute, treaty, rule, regulation, arbitration award, judgment, decree, order or other determination of any Governmental Authority (collectively, “Requirement of Law”) applicable to Buyer or any mortgage, security, lease, franchise, agreement, guaranty, instrument or undertaking (collectively, “Contractual Obligation”) of Buyer or (ii) result in, or require, the creation or imposition of any lien, charge or other encumbrance on any of the properties or revenues of Buyer pursuant to any Requirement of Law or Contractual Obligation.

ARTICLE III
  
MISCELLANEOUS

Section 3.01.         Notices. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (i) when personally delivered, (ii) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, or (iii) one (1) business day after having been dispatched by a nationally recognized overnight courier service, in each case addressed to the parties or their permitted assigns at the address set forth on the signature page hereto.

Section 3.02.         Expenses. Each of Buyer and the Sponsor agrees to pay the expenses incurred by it in connection with the negotiation, preparation, execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, including without limitation, fees and expenses of counsel to each party.

Section 3.03.         Amendments, Modifications and Waivers. Any covenant, agreement, provision or condition of this Agreement may be amended or modified, or compliance therewith may be waived (either generally or in any particular instance and either retroactively or prospectively), by (and only by) an instrument in writing signed by Buyer and each of the Sponsor.

Section 3.04.         Successors and Assigns; Third Party Beneficiaries. This Agreement shall be so binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. Buyer and Sponsor acknowledge and agree that each of Broad Hollow Investors, LLC, Burke Family Trust, Healey Associates LLC, Healey Family Foundation, Parsifal Partners B, LP, Joseph C. Canavan, Panmar Capital llc, Broad Hollow LLC, Robert H. Zerbst, R. Bruce Cameron, Foote Family Trust, R. Bradley Forth, Seymour A. Newman, Drew R. Murphy and Sean C. McCarthy (each of whom is an owner of Class A Common Stock) shall be a third party beneficiary of the obligations of Buyer under Article 1 of this Agreement, each with the power to enforce such obligations of Buyer. No party hereto may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other parties.

Section 3.05.         Severability. Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereto eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without included therein any such part or parts which may, for any reason, be hereafter declared invalid.

Section 3.06.         Captions. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 3.07.         Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, written or oral, relating to the subject matter hereof.

Section 3.08.         Governing Law. This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws. Each of the parties hereby consents to personal jurisdiction, service of process and venue in the federal or state courts sitting in New York City, New York for any claim, suit or proceeding arising under this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such state court or, to the extent permitted by law, in such federal court. To the extent permitted by law, each of the parties hereby irrevocably consents to the service of process in any such action or proceeding by the mailing by certified mail of copies of any service or copies of the summons and complaint and any other process to such party at the address specified in Section 3.01 hereof. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions.

Section 3.09.         Specific Performance. The rights and remedies of the parties hereto shall be cumulative. The transactions contemplated by this Agreement are unique transactions and any failure on the part of any party to complete the transactions contemplated by this Agreement on the terms of this Agreement will not be fully compensable in damages and the breach or threatened breach of the provisions of this Agreement would cause the other parties hereto irreparable harm. Accordingly, in addition to and not in limitation of any other remedies available to the parties hereto for a breach or threatened breach of this Agreement, the parties shall be entitled to seek specific performance of this Agreement and seek an injunction restraining any such party from such breach or threatened breach.

Section 3.10.         Counterparts. This Agreement may be executed in any number of counterparts, and may be delivered by facsimile or pdf, each of which shall be considered an original, but all of which taken together shall constitute one instrument.

Section 3.11.         Interpretation. No provisions of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have drafted or dictated such provision.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.